Prologis 10-K/A 2006 FY Annual report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2006
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number001-14245

AMB Property, L.P.

(Exact name of registrant as specified in its charter)

Delaware	94-3285362
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
Pier 1, Bay 1, San Francisco, California (Address of Principal Executive Offices)	94111 (Zip Code)

(415) 394-9000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o     Accelerated filer o     Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Act).  Yes o     No þ

No market exists for the registrant’s partnership units and, therefore, an aggregate market value for such units cannot be determined.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates by reference portions of AMB Property Corporation’s, the registrant’s general partner’s, Proxy Statement for its Annual Meeting of Stockholders which our general partner anticipates will be filed no later than 120 days after the end of its fiscal year pursuant to Regulation 14A.

This Annual Report onForm 10-K for AMB Property, L.P. for the year ended December 31, 2006 is being amended to revise Part II, Item 8 and Part IV, Item 15 (a)(1) and (2) and 15(c)(1) to include audited financial statements for AMB Japan Fund I, L.P.

PART II

Item 8.   Financial Statements and Supplementary Data

See Item 15: “Exhibits and Financial Statement Schedule.”

PART IV

Item 15.   Exhibits and Financial Statement Schedules

(a)(1) and (2) Financial Statements and Schedule of AMB Property, L.P.:

The following consolidated financial information is included as a separate section of this report onForm 10-K.

	Page
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of December 31, 2006 and 2005		F-3
Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004		F-4
Consolidated Statements of Partners’ Capital for the years ended December 31, 2006, 2005 and 2004		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004		F-6
Notes to Consolidated Financial Statements		F-7
Schedule III — Consolidated Real Estate and Accumulated Depreciation		S-1
(c)(1) Financial Statements of AMB Japan Fund I, L.P.		S-10
EXHIBIT 23.1
EXHIBIT 31.2
EXHIBIT 32.2

All other schedules are omitted since the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and notes thereto.

2

(a)(3)Exhibits:

Unless otherwise indicated below, the Commission file number to the exhibit isNo. 001-14245.

Exhibit
Number			Description
	3	.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 onForm 8-K filed on August 30, 2006).
	4	.1	$30,000,000 7.925% Fixed Rate Note No. 1 dated August 18, 2000, attaching the Parent Guarantee dated August 18, 2000 (incorporated by reference to Exhibit 4.5 of AMB Property, L.P.’s Annual Report onForm 10-K for the year ended December 31, 2000).
	4	.2	$25,000,000,000 7.925% Fixed Rate Note No. 2 dated September 12, 2000, attaching the Parent Guarantee dated September 12, 2000 (incorporated by reference to Exhibit 4.6 of AMB Property, L.P.’s Annual Report onForm 10-K for the year ended December 31, 2000).
	4	.3	$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 4.7 of AMB Property Corporation’s Annual Report onForm 10-K for the year ended December 31, 2000).
	4	.4	$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 4.8 of AMB Property Corporation’s Annual Report onForm 10-K for the year ended December 31, 2000).
	4	.5	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 onForm S-11(No. 333-49163)).
	4	.6	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 onForm S-11(No. 333-49163)).
	4	.7	$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 onForm 8-K filed on March 16, 2001).
	4	.8	$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 onForm 8-K filed on September 18, 2001).
	4	.9	$20,000,000 5.90% Fixed Rate Note No. 11 dated January 17, 2002, attaching the Parent Guarantee dated January 17, 2002 (incorporated by reference to Exhibit 4.1 of AMB Property, L.P.’s Current Report onForm 8-K filed on January 23, 2002).
	4	.10	$75,000,000 5.53% Fixed Rate NoteNo. B-1 dated November 10, 2003, attaching the Parent Guarantee dated November 10, 2003 (incorporated by reference to Exhibit 4.1 of AMB Property, L.P.’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2003).
	4	.11	$100,000,000 Fixed Rate NoteNo. 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 onForm 8-K filed on March 17, 2004).
	4	.12	$175,000,000 Fixed Rate NoteNo. B-3, attaching the Parent Guarantee (incorporated by reference to Exhibit 10.1 of AMB Property, L.P.’s Current Report onForm 8-K filed on November 18, 2005).
	4	.13	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 onForm 8-K filed on August 10, 2006).
	4	.14	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 onForm S-11(No. 333-49163)).
	4	.15	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 onForm S-11(No. 333-49163)).

3

Exhibit
Number			Description
	4	.16	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 onForm S-11(No. 333-49163)).
	4	.17	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 onForm 8-K/A filed on November 9, 2000).
	4	.18	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 onForm 10-K for the year ended December 31, 2002).
	4	.19	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, assuccessor-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 onForm 8-K filed on July 13, 2005).
	4	.20	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, assuccessor-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 onForm 8-K filed on August 10, 2006).
	4	.21	5.094% Notes Due 2015, attaching Parent Guarantee (incorporated by reference to Exhibit 4.2 of AMB Property, L.P.’s Current Report onForm 8-K filed on July 13, 2005).
	4	.22	$175,000,000 Fixed Rate NoteNo. 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 onForm 8-K filed on August 15, 2006).
	4	.23	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 onForm 8-K filed on July 13, 2005).
	4	.24	Registration Rights Agreement dated as of April 17, 2002 by and among AMB Property Corporation, AMB Property, L.P. and the unitholders whose names are set forth on the signature pages thereto (incorporated by reference to Exhibit 4.1 of AMB Property, L.P.’s Current Report onForm 8-K filed on April 23, 2002).
	4	.25	Registration Rights Agreement dated as of September 21, 2001 by and among AMB Property Corporation, AMB Property, L.P. and the unitholders whose names are set forth on the signature pages thereto (incorporated by reference to Exhibit 4.1 of AMB Property, L.P.’s Current Report onForm 8-K filed on October 3, 2001).
	*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 10.22 of AMB Property, L.P.’s Annual Report onForm 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 10.23 of AMB Property, L.P.’s Annual Report onForm 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 10.3 of AMB Property, L.P.’s Quarterly Report onForm 10-Q filed on November 9, 2004).
	*10	.4	2002 Stock Option and Incentive Plan of AMB Property Corporation and AMB Property, L.P. (incorporated by reference to Exhibit 10.21 of AMB Property, L.P.’s Annual ReportForm 10-K for the year ended December 31, 2001).

4

Exhibit
Number			Description
	*10	.5	Amendment No. 1 to the 2002 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 onForm 10-Q filed on November 9, 2004).
	*10	.6	AMB 2005 Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 of AMB Property L.P.’s Current Report onForm 8-K filed on October 4, 2006).
	*10	.7	Amended and Restated 2002 AMB Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of AMB Property, L.P.’s Current Report onForm 8-K, filed on October 4, 2006).
	*10	.8	Form of Amended and Restated Change of Control and Noncompetition Agreement by and between AMB Property, L.P. and executive officers (incorporated by reference to Exhibit 10.3 of AMB Property, L.P.’s Current Report onForm 8-K filed on October 4, 2006).
	10	.9	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 onForm 8-K filed on February 22, 2007).
	10	.10	Second Amended and Restated Revolving Credit Agreement, dated as of June 1, 2004 by and among AMB Property, L.P., the banks listed therein, JPMorgan Chase Bank, 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, Commerzbank Aktiengesellschaft New York and Grand Cayman Branches, PNC Bank National Association and Wachovia Bank, N.A., as documentation agents, KeyBank National Association, The Bank of Nova Scotia, acting through its San Francisco Agency, and Wells Fargo Bank, N.A., as managing agents, and ING Real Estate Finance (USA) LLC, Southtrust Bank and Union Bank of California, N.A., as co-agents (incorporated by reference to Exhibit 10.1 of AMB Property, L.P.’s Current Report onForm 8-K filed on June 10, 2004).
	10	.11	Guaranty of Payment, dated as of June 1, 2004 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 Second Amended and Restated Revolving Credit Agreement (incorporated by reference to Exhibit 10.2 of AMB Property, L.P.’s Current Report onForm 8-K filed on June 10, 2004).
	10	.12	Qualified Borrower Guaranty, dated as of June 1, 2004 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 Second Amended and Restated Revolving Credit Agreement (incorporated by reference to Exhibit 10.3 of AMB Property, L.P.’s Current Report onForm 8-K filed on June 10, 2004).
	10	.13	Revolving Credit Agreement, dated as of June 29, 2004, by and among AMB Japan Finance Y.K., as initial borrower, AMB Property, L.P., as guarantor, AMB Property Corporation, as guarantor, the banks listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as administrative agent and sole lead arranger and bookmanager (incorporated by reference to Exhibit 10.1 of AMB Property Corporation’s Current Report onForm 8-K filed on July 2, 2004).
	10	.14	Guaranty of Payment, dated as of June 29, 2004 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 Revolving Credit Agreement (incorporated by reference to Exhibit 10.2 of AMB Property Corporation’s Current Report onForm 8-K filed on July 2, 2004).
	10	.15	Amendment No. 1 to Revolving Credit Agreement, dated as of June 9, 2005, by and among, AMB Japan Finance Y.K., AMB Amagasaki TMK, AMB Narita 1-1 TMK and AMB Narita 2 TMK, as borrowers, AMB Property, L.P., as guarantor, AMB Property Corporation, as guarantor, the banks listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as administrative agent and sole lead arranger and bookmanager (incorporated by reference to Exhibit 10.16 of AMP Property, L.P.’s Annual Report onForm 10-K for the year ended December 31, 2005).

5

Exhibit
Number			Description
	10	.16	Amendment No. 2 to Revolving Credit Agreement, dated as of December 8, 2005, by and among, AMB Japan Finance Y.K., as initial borrower, AMB Property, L.P., as guarantor, AMB Property Corporation, as guarantor, the banks listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as administrative agent and sole lead arranger and bookmanager. (incorporated by reference to Exhibit 10.17 of AMP Property, L.P.’s Annual Report onForm 10-K for the year ended December 31, 2005).
	10	.17	Credit Facility Agreement, dated as of November 24, 2004, by and among AMB Tokai TMK, as borrower, AMB Property, L.P., as guarantor, AMB Property Corporation, as guarantor, the banks listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as administrative agents and sole lead arranger and bookmanager (incorporated by reference to Exhibit 10.1 of AMB Property, L.P.’s Current Report onForm 8-K filed on December 1, 2004).
	10	.18	Guaranty of Payment, dated as of November 24, 2004 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 Credit Facility Agreement (incorporated by reference to Exhibit 10.2 of AMB Property, L.P.’s Current Report onForm 8-K filed on December 1, 2004).
	10	.19	Agreement of Sale, made as of October 6, 2003, by and between AMB Property, L.P., International Airport Centers L.L.C. and certain affiliated entities (incorporated by reference to Exhibit 99.3 of AMB Property, L.P.’s Current Report onForm 8-K filed on November 6, 2003).
	10	.20	Amendment No. 1, dated May 12, 2005, to Second Amended and Restated Credit Agreement by and among AMB Property, L.P., AMB Property Corporation, the banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Europe Limited, as administrative agent, 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, Commerzbank Aktiengesellschaft New York and Grand Cayman Branches, PNC Bank, National Association, and Wachovia Bank, N.A., as documentation agents, Keybank National Association, the Bank of Nova Scotia, acting through its San Francisco agency, and Wells Fargo Bank, N.A., as managing agents, and ING Real Estate Finance (USA) LLC, Southtrust Bank and Union Bank of California, N.A., as co-agents (incorporated by reference to Exhibit 10.1 of AMB Property, L.P.’s Quarterly Report onForm 10-Q for the quarter ended June 30, 2005).
	10	.21	Third Amended and Restated Revolving Credit Agreement, dated as of February 16, 2006, by and among AMB Property, L.P., as 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, Societe Generale, as documentation agent, 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 onForm 8-K filed on February 22, 2006).
	10	.22	Fourth Amended and Restated Revolving Credit Agreement, dated as of June 13, 2006, 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, LaSalle Bank National Association and Société Générale, 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 onForm 8-K filed on June 19, 2006).
	10	.23	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 onForm 8-K filed on July 13, 2005).

6

Exhibit
Number			Description
	10	.24	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 onForm 8-K filed on June 7, 2006).
	10	.25	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 onForm 8-K filed on June 29, 2006).
	10	.26	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 onForm 8-K filed on December 14, 2006).
	10	.27	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.’sForm 8-K filed on February 21, 2007).
	10	.28	$160,000,000 Amended, Restated and Consolidated Promissory Note (FixedA-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.’sForm 8-K filed on February 21, 2007).
	10	.29	$40,000,000 Amended, Restated and Consolidated Promissory Note (FloatingA-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.’sForm 8-K filed on February 21, 2007).
	10	.30	$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.’sForm 8-K filed on February 21, 2007).
	10	.31	$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.’sForm 8-K filed on February 21, 2007).
	21	.1	Subsidiaries of AMB Property, L.P. (filed with AMB Property, L.P.’s Annual Report onForm 10-K on February 28, 2007).
	23	.1	Consent of PricewaterhouseCoopers LLP.
	24	.1	Powers of Attorney (included in Part IV of AMB Property, L.P.’s Annual Report onForm 10-K filed on February 28, 2007).
	31	.1	Rule 13a-14(a)/15d-14(a) Certifications dated February 28, 2007 (filed with AMB Property, L.P.’s Annual Report onForm 10-K on February 28, 2007).

7

Exhibit
Number			Description
	31	.2	Rule 13a-14(a)/15d-14(a) Certifications dated October 25, 2007.
	32	.1	18 U.S.C. § 1350 Certifications dated February 28, 2007. The certifications in this exhibit are being furnished solely to accompany this report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of our filings, whether made before or after the date hereof, regardless of any general incorporation language in such filing (filed with AMB Property, L.P.’s Annual Report onForm 10-K on February 28, 2007).
	32	.2	18 U.S.C. § 1350 Certifications dated October 25, 2007. The certifications in this exhibit are being furnished solely to accompany this report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of our filings, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

*  Management contract or compensatory plan or arrangement

(b) Financial Statement Schedule:

See Item 15(a)(1) and (2) above.

(c)(1) Financial Statements of AMB Japan Fund I, L.P. onpage S-10

8

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, AMB Property, L.P. has duly caused this Amendment No. 1 to the report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMB PROPERTY, L.P.

By:	AMB Property Corporation, Its General Partner
By:	/s/  Hamid R. Moghadam

Hamid R. Moghadam

Chairman of the Board, President and

Chief Executive Officer

Date: October 25, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to the report has been signed below by the following persons on behalf of AMB Property Corporation, as general partner of AMB Property, L.P., and in the capacities and on the dates indicated.

	Name	Title	Date
/s/  Hamid R. Moghadam Hamid R. Moghadam		Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	October 25, 2007
/s/  T. Robert Burke* T. Robert Burke		Director	October 25, 2007
/s/  David A. Cole* David A. Cole		Director	October 25, 2007
/s/  Lydia H. Kennard* Lydia H. Kennard		Director	October 25, 2007
/s/  J. Michael Losh* J. Michael Losh		Director	October 25, 2007
/s/  Frederick W. Reid* Frederick W. Reid		Director	October 25, 2007
/s/  Jeffrey L. Skelton* Jeffrey L. Skelton		Director	October 25, 2007
/s/  Thomas W. Tusher* Thomas W. Tusher		Director	October 25, 2007
Carl B. Webb		Director	October 25, 2007
/s/  Thomas S. Olinger Thomas S. Olinger		Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)	October 25, 2007
/s/  Nina A. Tran* Nina A. Tran		Chief Accounting Officer and Senior Vice President (Duly Authorized Officer and Principal Accounting Officer)	October 25, 2007
/s/  Hamid R. Moghadam Hamid R. Moghadam		Attorney-in Fact	October 25, 2007

9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of AMB Property, L.P:

We have completed integrated audits of AMB Property, L.P.’s consolidated financial statements and of its internal control over financial reporting as of December 31, 2006 in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements and financial statement schedule

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of AMB Property, L.P. and its subsidiaries at December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 12 to the consolidated financial statements, the Operating Partnership adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, on January 1, 2006.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A of AMB Property, L.P.’s Form 10-K for the year ended December 31, 2006, that the Operating Partnership maintained effective internal control over financial reporting as of December 31, 2006 based on criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established inInternal Control — Integrated Frameworkissued by the COSO. The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Operating Partnership’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made

F-1

only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

San Francisco, California

February 28, 2007

F-2

AMB PROPERTY, L.P.

CONSOLIDATED BALANCE SHEETS
As of December 31, 2006 and 2005

	December 31,			December 31,
	2006			2005
	(Dollars in thousands, except unit amounts)
ASSETS
Investments in real estate:
Land	$	1,351,123		$	1,527,072
Buildings and improvements		4,038,474			4,273,716
Construction in progress		1,186,136			997,506
Total investments in properties		6,575,733			6,798,294
Accumulated depreciation and amortization		(789,693	)		(697,388	)
Net investments in properties		5,786,040			6,100,906
Investments in unconsolidated joint ventures		274,381			118,653
Properties held for contribution, net		154,036			32,755
Properties held for divestiture, net		20,916			17,936
Net investments in real estate		6,235,373			6,270,250
Cash and cash equivalents		174,763			232,881
Restricted cash		21,115			34,352
Mortgages receivable		18,747			21,621
Accounts receivable, net of allowance for doubtful accounts of $6,361 and $6,302, respectively		133,998			178,682
Deferred financing costs, net		20,394			25,026
Other assets		109,122			39,927
Total assets	$	6,713,512		$	6,802,739
LIABILITIES AND PARTNERS’ CAPITAL
Debt:
Secured debt	$	1,395,354		$	1,912,526
Unsecured senior debt securities		1,101,874			975,000
Unsecured credit facilities		852,033			490,072
Other debt		88,154			23,963
Total debt		3,437,415			3,401,561
Security deposits		36,106			47,055
Distributions payable		48,967			46,382
Accounts payable and other liabilities		186,807			170,307
Total liabilities		3,709,295			3,665,305
Commitments and contingencies (Note 14)
Minority interests:
Joint venture partners		555,201			853,643
Preferred unitholders		129,764			203,513
Total minority interests		684,965			1,057,156
Partners’ capital:
General partner, 89,433,024 and 85,585,494 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 and 0 units, respectively, Series P preferred units issued and outstanding with a $50,000 liquidation preference		2,166,657			1,916,299
Limited partners, 3,450,343 and 4,250,977 units, respectively; 800,000 Series J preferred units with a $40,000 liquidation preference, 800,000 Series K preferred units with a $40,000 liquidation preference		152,595			163,979
Total partners’ capital		2,319,252			2,080,278
Total liabilities and partners’ capital	$	6,713,512		$	6,802,739

The accompanying notes are an integral part of these consolidated financial statements.

F-3

AMB PROPERTY, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years ended December 31, 2006, 2005 and 2004

	2006			2005			2004
	(Dollars in thousands, except unit and per unit amounts)
REVENUES
Rental revenues	$	683,794		$	616,933		$	563,500
Private capital income		46,102			43,942			12,895
Total revenues		729,896			660,875			576,395
COSTS AND EXPENSES
Property operating expenses		(100,785	)		(78,387	)		(80,806	)
Real estate taxes		(75,039	)		(80,542	)		(63,330	)
Depreciation and amortization		(177,824	)		(161,732	)		(136,610	)
Impairment losses		(6,312	)		—			—
General and administrative		(104,262	)		(71,564	)		(57,181	)
Other expenses		(2,620	)		(5,038	)		(2,554	)
Fund costs		(2,091	)		(1,482	)		(1,741	)
Total costs and expenses		(468,933	)		(398,745	)		(342,222	)
OTHER INCOME AND EXPENSES
Equity in earnings of unconsolidated joint ventures, net		23,240			10,770			3,781
Other income		9,423			5,593			4,700
Gains from dispositions of real estate interests		—			19,099			5,219
Development profits, net of taxes		106,389			54,811			8,528
Interest expense, including amortization		(165,230	)		(147,317	)		(141,955	)
Total other income and expenses, net		(26,178	)		(57,044	)		(119,727	)
Income before minority interests, discontinued operations and cumulative effect of change in accounting principle		234,785			205,086			114,446
Minority interests’ share of income:
Joint venture partners’ share of income before minority interests and discontinued operations		(37,975	)		(36,401	)		(29,360	)
Joint venture partners’ share of development profits		(665	)		(11,230	)		(523	)
Preferred unitholders		(10,917	)		(15,228	)		(13,903	)
Total minority interests’ share of income		(49,557	)		(62,859	)		(43,786	)
Income from continuing operations before cumulative effect of change in accounting principle		185,228			142,227			70,660
Discontinued operations:
Income attributable to discontinued operations, net of minority interests		9,771			14,708			23,140
Gains from dispositions of real estate, net of minority interests		44,683			120,814			44,716
Total discontinued operations		54,454			135,522			67,856
Net income before cumulative effect of change in accounting principle		239,682			277,749			138,516
Cumulative effect of change in accounting principle		193			—			—
Net income		239,875			277,749			138,516
Series L, M, O and P preferred unit distributions		(13,582	)		(7,388	)		(7,131	)
Series J and K preferred unit distributions		(6,360	)		(6,360	)		(6,360	)
Preferred unit redemption issuance costs		(1,070	)		—			—
Net income available to common unitholders	$	218,863		$	264,001		$	125,025
Income available to common unitholders attributable to:
General partner	$	209,420		$	250,419		$	118,340
Limited partners		9,443			13,582			6,685
Net income available to common unitholders	$	218,863		$	264,001		$	125,025
Basic income per common unit
Income from continuing operations (includes preferred unit distributions and preferred unit redemption issuance costs)	$	1.79		$	1.45		$	0.66
Discontinued operations		0.59			1.53			0.78
Cumulative effect of change in accounting principle		—			—			—
Net income available to common unitholders	$	2.38		$	2.98		$	1.44
Diluted income per common unit
Income from continuing operations (includes preferred unit distributions and preferred unit redemption issuance costs)	$	1.72		$	1.39		$	0.64
Discontinued operations		0.57			1.46			0.75
Cumulative effect of change in accounting principle		—			—			—
Net income available to common unitholders	$	2.29		$	2.85		$	1.39
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
Basic		92,047,678			88,684,262			86,885,250
Diluted		95,444,072			92,508,725			90,120,250

The accompanying notes are an integral part of these consolidated financial statements.

F-4

AMB PROPERTY, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
For the Years ended December 31, 2006, 2005 and 2004
(dollars in thousands)

	General Partner										Limited Partners
	Preferred Units					Common Units					Preferred Units					Common Units
	Units		Amount			Units		Amount			Units		Amount			Units			Amount			Total
	(Dollars in thousands, except unit amounts)
Balance as of December 31, 2003		4,300,000	$	103,373			81,563,502	$	1,553,764			1,600,000	$	77,815			4,618,242		$	87,667		$	1,822,619
Comprehensive income:
Net income		—		7,131			—		118,340			—		6,360			—			6,685
Unrealized gain on securities		—		—			—		(2,058	)		—		—			—			—
Currency translation adjustment		—		—			—		(438	)		—		—			—			—
Total comprehensive income		—		—			—		—			—		—			—			—			136,020
Deferred compensation amortization and issuance of common limited partnership units in connection with the issuance of restricted stock		—		—			204,556		10,444			—		—			—			—			10,444
Issuance of common limited partnership units in connection with the exercise of stock options		—		—			1,233,485		27,721			—		—			—			—			27,721
Conversion of operating partnership units to common stock		—		—			17,686		618			—		—			(17,686	)		(334	)		284
Forfeiture of common limited partnership units in connection with the forfeiture of restricted stock		—		—			—		(646	)		—		—			—			—			(646	)
Reallocation of interests		—		—			—		1,038			—		—			—			644			1,682
Issuance costs		—		(169	)		—		—			—		—			—			—			(169	)
Distributions		—		(7,131	)		—		(140,847	)		—		(6,360	)		—			(8,075	)		(162,413	)
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			1,835,542
Comprehensive income:
Net income		—		7,388			—		250,419			—		6,360			—			13,582
Unrealized loss on securities and derivatives		—		—			—		421			—		—			—			—
Currency translation adjustment		—		—			—		(1,846	)		—		—			—			—
Total comprehensive income																							276,324
Contributions		3,000,000		72,344			—		—			—		—			—			—			72,344
Deferred compensation amortization and issuance of common limited partnership units in connection with the issuance of restricted stock		—		—			183,216		12,296			—		—			—			—			12,296
Issuance of common limited partnership units in connection with the exercise of stock options		—		—			2,033,470		48,472			—		—			—			—			48,472
Conversion of operating partnership units to common stock		—		—			349,579		15,108			—		—			(349,579	)		(6,655	)		8,453
Forfeiture of common limited partnership units in connection with the forfeiture of restricted stock		—		—			—		(1,869	)		—		—			—			—			(1,869	)
Reallocation of interests		—		—			—		(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			2,080,278
Comprehensive income:
Net income		—		13,582			—		209,420			—		6,360			—			9,443
Unrealized gain on securities and derivatives		—		—			—		825			—		—			—			—
Currency translation adjustment		—		—			—		(187	)		—		—			—			—
Total comprehensive income																							239,443
Contributions		2,000,000		48,086			—		—			—		—			—			—			48,086
Deferred compensation amortization and issuance of common limited partnership units in connection with the issuance of restricted stock		—		—			331,911		20,736			—		—			—			—			20,736
Issuance of common limited partnership units in connection with the exercise of stock options		—		—			2,697,315		55,521			—		—			—			—			55,521
Conversion of operating partnership units to common stock		—		—			818,304		45,151			—		—			(800,634	)		(15,749	)		29,402
Forfeiture of common limited partnership units in connection with the forfeiture of restricted stock		—		—			—		(3,454	)		—		—			—			—			(3,454	)
Cumulative effect of change in accounting princsiple		—							(193	)													(193	)
Reallocation of interests		—		—			—		37,940			—		—			—			2,910			40,850
Offering 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		$	2,319,252

The accompanying notes are an integral part of these consolidated financial statements.

F-5

AMB PROPERTY, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years ended December 31, 2006, 2005 and 2004

	2006			2005			2004
	(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	239,875		$	277,749		$	138,516
Adjustments to net income:
Straight-line rents and amortization of lease intangibles		(19,134	)		(19,523	)		(16,281	)
Depreciation and amortization		177,824			161,732			136,610
Impairment losses		6,312			—			—
Stock-based compensation amortization		20,736			12,296			10,444
Equity in earnings of unconsolidated joint ventures		(23,240	)		(10,770	)		(3,781	)
Operating distributions received from unconsolidated joint ventures		4,875			2,752			2,971
Gains from dispositions of real estate interest		—			(19,099	)		(5,219	)
Development profits, net of taxes		(106,389	)		(54,811	)		(8,528	)
Debt premiums, discounts and finance cost amortization, net		8,343			4,172			310
Total minority interests’ share of net income		49,557			62,859			43,786
Discontinued operations:
Depreciation and amortization		2,153			18,572			30,740
Joint venture partners’ share of net income		(426	)		8,006			12,707
Gains from dispositions of real estate, net of minority interests		(44,683	)		(120,814	)		(44,716	)
Cumulative effect of change in accounting principle		(193	)		—			—
Changes in assets and liabilities:
Accounts receivable and other assets		3,276			(42,379	)		(1,154	)
Accounts payable and other liabilities		16,969			15,073			944
Net cash provided by operating activities		335,855			295,815			297,349
CASH FLOWS FROM INVESTING ACTIVITIES
Change in restricted cash and other assets		(24,910	)		1,973			(9,749	)
Cash paid for property acquisitions		(451,940	)		(424,087	)		(415,034	)
Additions to land, buildings, development costs, building improvements and lease costs		(1,033,941	)		(662,561	)		(581,168	)
Net proceeds from divestiture of real estate		616,343			1,088,737			213,296
Additions to interests in unconsolidated joint ventures		(18,969	)		(74,069	)		(16,003	)
Capital distributions received from unconsolidated joint ventures		34,277			17,483			47,849
Repayment/(issuance) of mortgage receivable		2,874			(7,883	)		29,407
Cash transferred to unconsolidated joint venture		(4,294	)		—			—
Net cash used in investing activities		(880,560	)		(60,407	)		(731,402	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common units		55,521			48,472			27,721
Borrowings on secured debt		610,598			386,592			420,565
Payments on secured debt		(483,138	)		(327,038	)		(98,178	)
Borrowings on other debt		65,098			—			—
Payments on other debt		(16,281	)		(649	)		(600	)
Borrowings on unsecured credit facilities		1,291,209			873,627			795,128
Payments on unsecured credit facilities		(944,626	)		(697,464	)		(747,432	)
Payment of financing fees		(11,746	)		(10,185	)		(13,230	)
Net proceeds from issuances of senior debt securities		272,079			—			99,067
Payments on senior debt securities		(150,000	)		(28,940	)		(21,060	)
Net proceeds from issuances of preferred units		48,086			72,344			—
Issuance costs on preferred units		(217	)		—			(169	)
Repurchase of preferred units		(98,080	)		—			—
Cash transferred to unconsolidated joint venture		—			—			(2,897	)
Contributions from co-investment partners		189,110			160,544			192,956
Distributions paid to partners		(180,626	)		(160,430	)		(152,311	)
Distributions to minority interests, including preferred units		(163,366	)		(418,729	)		(89,855	)
Net cash provided by/(used in) financing activities		483,621			(101,856	)		409,705
Net effect of exchange rate changes on cash		2,966			(10,063	)		6,062
Net (decrease) increase in cash and cash equivalents		(58,118	)		123,489			(18,286	)
Cash and cash equivalents at beginning of period		232,881			109,392			127,678
Cash and cash equivalents at end of period	$	174,763		$	232,881		$	109,392
Supplemental Disclosures of Cash Flow Information
Cash paid for interest, net of capitalized interest	$	159,389		$	174,246		$	171,298
Non-cash transactions:
Acquisition of properties	$	689,832		$	519,106		$	695,169
Assumption of secured debt		(134,651	)		(74,173	)		(210,233	)
Assumption of other assets and liabilities		(17,931	)		(5,994	)		(59,970	)
Acquisition capital		(20,061	)		(13,979	)		(8,097	)
Minority interests’ contributions, including units issued		(65,249	)		(873	)		(1,835	)
Net cash paid for acquisitions	$	451,940		$	424,087		$	415,034
Preferred unit redemption issuance costs	$	1,070		$	—		$	—
Contribution of properties to unconsolidated joint ventures, net	$	161,967		$	27,282		$	9,467
Deconsolidation of AMB Institutional Alliance Fund III, L.P.,	$	93,876		$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-6

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006 and 2005

1.   Organization and Formation of the Company

AMB Property, L.P., a Delaware limited partnership (the “Operating Partnership”), commenced operations shortly before the consummation of the initial public offering of AMB Property Corporation, a Maryland corporation (the “Company”), on November 26, 1997. The Company elected to be taxed as a real estate investment trust (REIT) under Sections 856 through 860 of the Internal Revenue Code of 1986 as amended (the “Code”), commencing with its taxable year ended December 31, 1997, and believes its current organization and method of operation will enable it to maintain its status as a REIT. The Operating Partnership, is engaged in the acquisition, development and operation of industrial properties in key distribution markets throughout North America, Europe and Asia. The Operating Partnership uses the terms “industrial properties” or “industrial buildings” to describe various types of industrial properties in its portfolio and uses these terms interchangeably with the following: logistics facilities, centers or warehouses; distribution facilities, centers or warehouses; High Throughput Distribution^® (HTD^®) facilities; or any combination of these terms. The Operating Partnership uses the term “owned and managed” to describe assets in which it has at least a 10% ownership interest, for which it is the property or asset manager, and which it intends to hold for the long-term. Unless the context otherwise requires, the “Company” means AMB Property Corporation, the Operating Partnership and their other controlled subsidiaries and the “Operating Partnership” means AMB Property, L.P. and its other controlled subsidiaries.

As of December 31, 2006, the Company owned an approximate 95.0% general partnership interest in the Operating Partnership, excluding preferred units. The remaining approximate 5.0% common limited partnership interests are owned by non-affiliated investors and certain current and former directors and officers of the Company. As the sole general partner of the Operating Partnership, the Company has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership. Net operating results of the Operating Partnership are allocated after preferred unit distributions based on the respective partners’ ownership interests. Certain properties are owned by the Company through limited partnerships, limited liability companies and other entities. The ownership of such properties through such entities does not materially affect the Operating Partnership’s overall ownership interests in the properties.

The Operating Partnership enters into co-investment joint ventures with institutional investors. These co-investment joint ventures provide the Operating Partnership with an additional source of capital and income. As of December 31, 2006, the Operating Partnership had investments in five consolidated and four unconsolidated co-investment joint ventures. Effective October 1, 2006, the Operating Partnership deconsolidated AMB Institutional Alliance Fund III, L.P., an open-ended co-investment partnership formed in 2004 with institutional investors, on a prospective basis, due to the re-evaluation of the Operating Partnership’s accounting for its investment in the fund in light of changes to the partnership agreement regarding the general partner’s rights effective October 1, 2006.

Any references to the number of buildings, square footage, customers and occupancy in the financial statement footnotes are unaudited.

AMB Capital Partners, LLC, a Delaware limited liability company (“AMB Capital Partners”), provides real estate investment services to clients on a fee basis. Headlands Realty Corporation, a Maryland corporation, conducts a variety of businesses that include development projects available for sale or contribution to third parties and incremental income programs. IMD Holding Corporation, a Delaware corporation, conducts a variety of businesses that also includes development projects available for sale or contribution to third parties. AMB Capital Partners, Headlands Realty Corporation and IMD Holding Corporation are wholly-owned direct or indirect subsidiaries of the Operating Partnership.

As of December 31, 2006, the Operating Partnership owned or had investments in, on a consolidated basis or through unconsolidated joint ventures, properties and development projects expected to total approximately 124.7 million rentable square feet (11.6 million square meters) and 1,108 buildings in 39 markets within twelve countries. Additionally, as of December 31, 2006, the Operating Partnership managed, but did not have a significant

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December 31, 2006 and 2005

ownership interest in, industrial and other properties, totaling approximately 1.5 million rentable square feet. The Operating Partnership’s investment strategy generally targets customers whose business is tied to global trade, which according to the World Trade Organization, has grown more than three times the world domestic product growth rate during the last 20 years. To serve the facility needs of these customers, the Operating Partnership seeks to invest in major distribution markets, transportation hubs and gateways, that generally are tied to global trade, both in the U.S. and internationally.

Of the approximately 124.7 million rentable square feet as of December 31, 2006:

•  on an owned and managed basis, which include investments held on a consolidated basis or through unconsolidated joint ventures, the Operating Partnership owned or partially owned 964 industrial buildings, principally warehouse distribution buildings, encompassing approximately 100.7 million rentable square feet that were 96.1% leased;

•  on an owned and managed basis, which include investments held on an unconsolidated basis or through unconsolidated joint ventures, the Operating Partnership had investments in 45 industrial development projects which are expected to total approximately 13.7 million rentable square feet upon completion;

•  on a consolidated basis, the Operating Partnership owned nine development projects, totaling approximately 2.7 million rentable square feet that are available for sale or contribution; and

•  through other non-managed unconsolidated joint ventures, the Operating Partnership had investments in 46 industrial operating properties, totaling approximately 7.4 million rentable square feet, and one industrial operating property, totaling approximately 0.2 million square feet which is available for sale or contribution.

2.   Summary of Significant Accounting Policies

Basis of Presentation.  These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the financial position, results of operations and cash flows of the Operating Partnership, its wholly-owned taxable REIT subsidiaries and the joint ventures, in which the Operating Partnership has a controlling interest. Third-party equity interests in the joint ventures are reflected as minority interests in the consolidated financial statements. The Operating Partnership also has non-controlling partnership interests in unconsolidated real estate joint ventures, which are accounted for under the equity method. All significant intercompany amounts have been eliminated.

Use of Estimates.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications.  Certain items in the consolidated financial statements for prior periods have been reclassified to conform to current classifications.

Investments in Real Estate.  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. The Operating Partnership also regularly reviews the impact of above or below-market leases, in-place leases and lease origination costs for all new acquisitions, and records an intangible asset or liability accordingly. Carrying values for financial reporting purposes are reviewed for impairment on aproperty-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

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the availability of capital. If impairment analysis assumptions change, then an adjustment to the carrying value of the Operating Partnership’s 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. As a result of leasing activity and the economic environment, the Operating Partnership re-evaluated the carrying value of its investments and recorded impairment charges of $6.3 million during the year ended December 31, 2006 on certain of its investments.

Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the real estate investments. Investments that are located on-tarmac, which is land owned by federal, state or local airport authorities, and subject to ground leases are depreciated over the lesser of 40 years or the contractual term of the underlying ground lease. The estimated lives and components of depreciation and amortization expense for the years ended December 31 are as follows (dollars in thousands):

Depreciation and Amortization Expense	Estimated Lives	2006			2005			2004
Building costs	5-40 years	$	81,565		$	85,192		$	68,329
Building costs on ground leases	5-40 years		19,173			16,631			31,268
Buildings and improvements:
Roof/HVAC/parking lots	5-40 years		10,016			6,928			6,072
Plumbing/signage	7-25 years		2,469			2,111			1,704
Painting and other	5-40 years		11,479			15,035			13,516
Tenant improvements	Over initial lease term		19,901			21,635			20,246
Lease commissions	Over initial lease term		19,990			21,095			19,655
Total real estate depreciation and amortization			164,593			168,627			160,790
Other depreciation and amortization	Various		15,384			11,677			6,560
Discontinued operations’ depreciation	Various		(2,153	)		(18,572	)		(30,740	)
Total depreciation and amortization from continuing operations		$	177,824		$	161,732		$	136,610

The cost of buildings and improvements includes the purchase price of the property or interest in property, including legal fees and acquisition costs. Project costs directly associated with the development and construction of a real estate project, which include interest and property taxes, are capitalized as construction in progress. Capitalized interest related to construction projects for the years ended December 31, 2006, 2005 and 2004 was $42.9 million, $29.5 million and $18.7 million, respectively.

Expenditures for maintenance and repairs are charged to operations as incurred. Maintenance expenditures include painting and repair costs. The Operating Partnership expenses costs as incurred and does not accrue in advance of planned major maintenance activities. Significant renovations or betterments that extend the economic useful life of assets are capitalized and include parking lot, HVAC and roof replacement costs.

Investments in Consolidated and Unconsolidated Joint Ventures.  Minority interests represent the limited partnership interests in AMB Property II, L.P. and interests held by certain third parties in several real estate joint ventures, which own properties aggregating approximately 36.1 million square feet, which are consolidated for financial reporting purposes. Such investments are consolidated because the Operating Partnership exercises significant control over major operating decisions such as approval of budgets, selection of property managers, asset management, investment activity and changes in financing.

The Operating Partnership holds interests in both consolidated and unconsolidated joint ventures. The Operating Partnership determines consolidation based on standards set forth inEITF 04-5,Determining Whether

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a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rightsor FASB Interpretation No. 46R,Consolidation of Variable Interest Entities“FIN 46”. Based on the guidance set forth inEITF 04-5, the Operating Partnership consolidates certain joint venture investments because it exercises significant control over major operating decisions, such as approval of budgets, selection of property managers, asset management, investment activity and changes in financing. For joint ventures that are variable interest entities as defined under FIN 46 where the Operating Partnership is not the primary beneficiary, it does not consolidate the joint venture for financial reporting purposes. For joint ventures underEITF 04-5, where the Operating Partnership does not exercise significant control over major operating and management decisions, but where it exercises significant influence, the Operating Partnership uses the equity method of accounting and does not consolidate the joint venture for financial reporting purposes.

In May 2003, the FASB issued SFAS No. 150,Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (“SFAS 150”). This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). SFAS 150 was effective beginning in the third quarter of 2003; however, the FASB deferred the implementation of SFAS 150 as it applied to certain minority interests in finite-lived entities indefinitely. The disclosure requirements for certain minority interests in finite-lived entities still apply. The Operating Partnership adopted the requirements of SFAS 150 in the third quarter of 2003, and, considering the aforementioned deferral, there was no impact on the Operating Partnership’s financial position, results of operations or cash flows. However, the minority interests associated with certain of the Operating Partnership’s consolidated joint ventures, that have finite lives under the terms of the partnership agreements represent mandatorily redeemable interests as defined in SFAS 150. As of December 31, 2006 and 2005, the aggregate book value of these minority interests in the accompanying consolidated balance sheet was $555.2 million and $853.6 million, respectively, and the Operating Partnership believes that the aggregate settlement value of these interests was approximately $1.0 billion and $1.2 billion, respectively. This amount is based on the estimated liquidation values of the assets and liabilities and the resulting proceeds that the Operating Partnership would distribute to its joint venture partners upon dissolution, as required under the terms of the respective partnership agreements. Subsequent changes to the estimated fair values of the assets and liabilities of the consolidated joint ventures will affect the Operating Partnership’s estimate of the aggregate settlement value. The partnership agreements do not limit the amount that the minority partners would be entitled to in the event of liquidation of the assets and liabilities and dissolution of the respective partnerships.

Cash and Cash Equivalents.  Cash and cash equivalents include cash held in financial institutions and other highly liquid short-term investments with original maturities of three months or less.

Restricted Cash.  Restricted cash includes cash held in escrow in connection with property purchases, Section 1031 exchange accounts and debt or real estate tax payments.

Mortgages and Loans Receivable.  Through a wholly-owned subsidiary, the Operating Partnership holds a mortgage loan receivable of $12.7 million on AMB Pier One, LLC, an unconsolidated joint venture. The Operating Partnership also holds a loan receivable of $6.1 million on G. Accion, an unconsolidated investment. The book value of the mortgages approximates fair value.

Accounts Receivable.  Accounts receivable includes all current accounts receivable, net of allowances, other accruals and deferred rent receivable of $64.6 million and $66.7 million as of December 31, 2006 and 2005, respectively. The Operating Partnership regularly reviews the credit worthiness of its customers and adjusts its allowance for doubtful accounts, straight-line rent receivable balance and tenant improvement and leasing costs amortization accordingly.

Concentration of Credit Risk.  Other real estate companies compete with the Operating Partnership in its real estate markets. This results in competition for customers to occupy space. The existence of competing properties

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could have a material impact on the Operating Partnership’s ability to lease space and on the amount of rent received. As of December 31, 2006, the Operating Partnership does not have any material concentration of credit risk due to the diversification of its customers.

Deferred Financing Costs.  Costs incurred in connection with financings are capitalized and amortized to interest expense using the straight-line method over the term of the related loan. As of December 31, 2006 and 2005, deferred financing costs were $20.4 million and $25.0 million, respectively, net of accumulated amortization.

Goodwill and Intangible Assets.  The Operating Partnership has classified as goodwill the cost in excess of fair value of the net assets of companies acquired in purchase transactions. As prescribed in Statement of Financial Accounting Standards No. 142, “Goodwill and Intangible Assets”, (SFAS 142) goodwill and certain indefinite lived intangible assets, including excess reorganization value and certain trademarks, are no longer amortized, but are subject to at least annual impairment testing. The Operating Partnership tests annually (or more often, if necessary) for impairment under SFAS No. 142. The Operating Partnership determined that there was no impairment to goodwill and intangible assets during the year ended December 31, 2006.

Financial Instruments.  SFAS No. 133,Accounting for Derivative Instruments and for Hedging Activities,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. For revenues or expenses denominated in nonfunctional currencies, the Operating Partnership may use derivative financial instruments to manage foreign currency exchange rate risk. The Operating Partnership’s derivative financial instruments in effect at December 31, 2006 were three interest rate swaps hedging cash flows of our variable rate borrowings based on U.S. Libor (USD) and Euribor (Europe). Adjustments to the fair value of these instruments for the year ended December 31, 2006 resulted in a gain of $0.6 million. This gain is included in other assets in the consolidated balance sheet and accumulated other comprehensive loss in the consolidated statements of partners’ capital.

Debt.  The Operating Partnership’s debt includes both fixed and variable rate secured debt, unsecured fixed rate debt, unsecured variable rate debt and credit facilities. Based on borrowing rates available to the Operating Partnership at December 31, 2006, the book value and the estimated fair value of the total debt (both secured and unsecured) was $3.4 billion and $3.5 billion, respectively. The carrying value of the variable rate debt approximates fair value.

Debt Premiums.  Debt premiums represent the excess of the fair value of debt over the principal value of debt assumed in connection with the Company’s initial public offering and subsequent property acquisitions. The debt premiums are being amortized as an offset to interest expense over the term of the related debt instrument using the straight-line method. As of December 31, 2006 and 2005, the net unamortized debt premium was $6.3 million and $12.0 million, respectively, and are included as a component of secured debt on the accompanying consolidated balance sheets.

Rental Revenues and Allowance for Doubtful Accounts.  The Operating Partnership, as a lessor, retains substantially all of the benefits and risks of ownership of the properties and accounts for its leases as operating leases. Rental income is recognized on a straight-line basis over the term of the leases. Reimbursements from customers for real estate taxes and other recoverable operating expenses are recognized as revenue in the period the applicable expenses are incurred. The Operating Partnership also records lease termination fees when a customer terminates its lease by executing a definitive termination agreement with the Operating Partnership, vacates the premises and the payment of the termination fee is not subject to any conditions that must be met before the fee is due to the Operating Partnership. In addition, the Operating Partnership nets its allowance for doubtful accounts against rental income for financial reporting purposes. Such amounts totaled $2.9 million, $3.2 million and $1.8 million for the years ended December 31, 2006, 2005 and 2004, respectively.

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December 31, 2006 and 2005

Private Capital Income.  Private capital income consists primarily of acquisition and development fees, asset management fees and priority distributions earned by AMB Capital Partners from joint ventures and clients. Private capital income also includes promoted interests and incentive distributions from the Operating Partnership’s co-investment joint ventures. The Operating Partnership received incentive distributions of $22.5 million, of which $19.8 million was from AMB Partners II, L.P., and $26.4 million for the sale of AMB Institutional Alliance Fund I, L.P., respectively, during the years ended December 31, 2006 and 2005.

Other Income.  Other income consists primarily of interest income from mortgages receivable and on cash and cash equivalents.

Development Profits, Net of Taxes.  When the Operating Partnership disposes of its real estate entities’ interests, gains reported from the sale of these interests represent either: (i) the sale of partial interests in consolidated co-investment joint ventures to third-party investors for cash or (ii) the sale of partial interests in properties to unconsolidated co-investment joint ventures with third-party investors for cash.

Gains from Dispositions of Real Estate.  Gains and losses are recognized using the full accrual method. Gains related to transactions which do not meet the requirements of the full accrual method of accounting are deferred and recognized when the full accrual method of accounting criteria are met.

Discontinued Operations.  The Operating Partnership reported real estate dispositions as discontinued operations separately as prescribed under the provisions of SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets(SFAS 144). The Operating Partnership separately reports as discontinued operations the historical operating results attributable to operating properties sold and held for disposition and the applicable gain or loss on the disposition of the properties, which is included in gains from dispositions of real estate, net of minority interests, in the statement of operations. The consolidated statements of operations for prior periods are also adjusted to conform with this classification. There is no impact on the Operating Partnership’s previously reported consolidated financial position, net income or cash flows.

International Operations.  The U.S. dollar is the functional currency for the Operating Partnership’s subsidiaries operating in the United States and Mexico. The functional currency for the Operating Partnership’s subsidiaries operating outside the United States is generally the local currency of the country in which the entity is located, mitigating the effect of currency exchange gains and losses. The Operating Partnership’s subsidiaries whose functional currency is not the U.S. dollar translate their financial statements into U.S. dollars. Assets and liabilities are translated at the exchange rate in effect as of the financial statement date. The Operating Partnership translates income statement accounts using the average exchange rate for the period and significant nonrecurring transactions using the rate on the transaction date. For the years ended December 31, 2006, 2005 and 2004, losses resulting from the translation were $0.2 million, $1.8 million and $0.4 million, respectively. These losses are included in accumulated other comprehensive income (loss) as a separate component of partners’ capital.

The Operating Partnership’s international subsidiaries may have transactions denominated in currencies other than their functional currency. In these instances, non-monetary assets and liabilities are reflected at the historical exchange rate, monetary assets and liabilities are remeasured at the exchange rate in effect at the end of the period and income statement accounts are remeasured at the average exchange rate for the period. Gains from remeasurement were $0.8 million, $0.6 million and $0.5 million for the years ended 2006, 2005 and 2004, respectively. These gains are included in the consolidated statements of operations.

The Operating Partnership also records gains or losses in the income statement when a transaction with a third party, denominated in a currency other than the entity’s functional currency, is settled and the functional currency cash flows realized are more or less than expected based upon the exchange rate in effect when the transaction was initiated. These gains and losses have been immaterial over the past three years.

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December 31, 2006 and 2005

New Accounting Pronouncements.  In June 2006, the FASB issued FASB Interpretation (“FIN”) No. 48,“Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109.”,which clarifies the accounting and disclosure for uncertainty in tax positions, as defined. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. This interpretation is effective for fiscal years beginning after December 15, 2006. Based on the Operating Partnership’s evaluation, which is ongoing, the Operating Partnership does not believe that FIN 48 will have a material impact on its financial position, results of operations and cash flows.

In September 2006, the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 108,“Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements,”in order to address the SEC Staff’s concerns over registrant’s exclusive reliance on either the “iron curtain” or balance sheet approach or the “rollover” or income statement approach in quantifying financial statement misstatements. SAB No. 108 states that registrants should use both a balance sheet and an income statement approach when quantifying and evaluating the materiality of a misstatement and contains guidance on correcting errors under the dual approach. SAB No. 108 is effective for financial statements issued for fiscal years ending after November 15, 2006. The adoption of SAB No. 108 did not have a material impact on the Operating Partnership’s financial position or results of operations.

3.   Real Estate Acquisition and Development Activity

Acquisition Activity.  During the year ended December 31, 2006, on an owned and managed basis, the Operating Partnership acquired 106 industrial buildings, aggregating approximately 9.8 million square feet for a total expected investment of $834.2 million (includes acquisition costs of $814.1 million and estimated acquisition capital of $20.1 million, unaudited), of which the Operating Partnership acquired 70 buildings through one of its unconsolidated co-investment joint ventures. During 2005, the Operating Partnership acquired 39 industrial buildings, aggregating approximately 6.4 million square feet for a total expected investment of $522.3 million (includes acquisition costs of $508.6 million and estimated acquisition capital of $13.7 million, unaudited).

Development Starts.  During the year ended December 31, 2006, the Operating Partnership initiated 30 new industrial development projects in North America, Europe and Asia with a total expected investment of $914.3 million (unaudited), aggregating approximately 10.4 million square feet. During 2005, the Operating Partnership initiated 30 new industrial development projects in North America, Europe and Asia with a total expected investment of $522.4 million (unaudited), aggregating approximately 7.0 million square feet.

Development Completions.  During the year ended December 31, 2006, the Operating Partnership completed 33 industrial projects with a total investment of $777.8 million (unaudited), aggregating 8.7 million square feet. Seven of these completed projects with a total investment of $90.5 million (unaudited) and aggregating approximately 0.9 million square feet were placed in operations, nine projects with a total investment of $430.3 million (unaudited) and aggregating approximately 3.5 million square feet were contributed to unconsolidated joint ventures, seven projects with a total investment of $57.8 million (unaudited) and aggregating approximately 1.3 million square feet were sold to third parties, and ten projects with a total investment of $199.2 million (unaudited), aggregating approximately 3.0 million square feet were available for sale or contribution as of December 31, 2006. One of these ten projects totaling $13.0 million (unaudited) and approximately 0.2 million square feet is held in an unconsolidated joint venture. During the year ended December 31, 2005, the Operating Partnership completed 15 industrial projects with a total investment of $250.7 million (unaudited), aggregating 4.3 million square feet. Eleven of these completed projects with a total investment of $137.9 million (unaudited) and aggregating approximately 2.5 million square feet were placed in operations, one approximately 0.4 million square foot project with a total investment of $20.1 million (unaudited) was contributed to an unconsolidated joint venture, two projects with a total investment of $60.9 million (unaudited) aggregating approximately 0.8 million square feet

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were sold to third parties, and one approximately 0.6 million square foot project with an investment of $31.8 million (unaudited) was available for sale or contribution as of December 31, 2005.

Development Pipeline.  As of December 31, 2006, the Operating Partnership had 45 industrial projects in its development pipeline, which will total approximately 13.7 million square feet, and will have an aggregate estimated investment of $1.3 billion (unaudited) upon completion. The Operating Partnership has an additional ten development projects available for sale or contribution totaling approximately 3.0 million square feet, with an aggregate estimated investment of $199.2 million (unaudited). One of these ten projects totaling $13.0 million (unaudited) and approximately 0.2 million square feet is held in an unconsolidated joint venture. As of December 31, 2006, the Operating Partnership and its joint venture partners had funded an aggregate of $814.5 million and needed to fund an estimated additional $481.0 million (unaudited) in order to complete its development pipeline. The Operating Partnership’s development pipeline currently includes projects expected to be completed through the fourth quarter of 2008. In addition, during the year ended December 31, 2006, the Operating Partnership acquired 835 acres of land for industrial warehouse development in North America and Asia for approximately $293.2 million.

4.   Gains from Dispositions of Real Estate Interests, Development Sales and Discontinued Operations

Gains from Dispositions of Real Estate Interests.  On June 30, 2005, the Operating Partnership formed AMB Japan Fund I, L.P. a joint venture with 13 institutional investors, in which the Operating Partnership retained an approximate 20% interest. The 13 institutional investors have committed 49.5 billion Yen ($415.7 million U.S. dollars, using the exchange rate at December 31, 2006) for an approximate 80% equity interest. The Operating Partnership contributed $106.9 million (using exchange rate in effect at contribution) in operating properties, consisting of six industrial buildings, aggregating approximately 0.9 million square feet, to this fund. During 2005, the Operating Partnership recognized a gain of $17.8 million on the contribution, representing the portion of its interest in the contributed properties acquired by the third-party investors for cash.

On December 31, 2004, the Operating Partnership formed AMB-SGP Mexico, LLC, a joint venture with Industrial (Mexico) JV Pte Ltd, a subsidiary of GIC Real Estate Pte. Ltd., the real estate investment subsidiary of the Government of Singapore Investment Corporation, in which the Operating Partnership retained a 20% interest. During 2005, the Operating Partnership recognized a gain of $1.3 million from disposition of real estate interests, representing the additional value received from the contribution of properties to AMB-SGP Mexico, LLC.

Development Sales.  During 2006, the Operating Partnership sold five land parcels and six development projects totaling approximately 1.3 million square feet for an aggregate sale price of $86.6 million, resulting in an after-tax gain of $13.3 million. In addition, during 2006, the Operating Partnership received approximately $0.4 million in connection with the condemnation of a parcel of land resulting in a loss of $1.0 million, $0.8 million of which was the joint venture partner’s share.

During 2005, the Operating Partnership sold five land parcels and five development projects, aggregating approximately 0.9 million square feet for an aggregate price of $155.2 million, resulting in an after-tax gain of $45.1 million. In addition, during 2005, the Operating Partnership received final proceeds of $7.8 million from a land sale that occurred in 2004.

During 2004, the Operating Partnership sold seven land parcels and six development projects as part of our development-for-sale program, aggregating approximately 0.3 million square feet, for an aggregate price of $40.4 million, resulting in an after-tax gain of $6.5 million.

Discontinued Operations.  The Operating Partnership reports its property divestitures as discontinued operations separately as prescribed under the provisions of SFAS No. 144. Beginning in 2002, SFAS No. 144 requires the Operating Partnership to separately report as discontinued operations the historical operating results attributable to operating properties sold and held for disposition and the applicable gain or loss on the disposition of the properties, which is included in gains from dispositions of real estate, net of minority interests, in the statement

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of operations. Although the application of SFAS No. 144 may affect the presentation of the Operating Partnership’s results of operations for the periods that it has already reported in filings with the SEC, there will be no effect on its previously reported financial position, net income or cash flows.

During 2006, the Operating Partnership divested itself of 39 industrial buildings, aggregating approximately 3.5 million square feet, for an aggregate price of $175.3 million, with a resulting net gain of $44.7 million.

During 2005, the Operating Partnership divested itself of 142 industrial buildings and one retail center, aggregating approximately 9.3 million square feet, for an aggregate price of $926.6 million, with a resulting net gain of $120.8 million. Included in these divestitures is the sale of the assets of AMB Alliance Fund I for $618.5 million. The multi-investor fund owned 100 buildings totaling approximately 5.8 million square feet. The Operating Partnership received cash and a distribution of an on-tarmac property, AMB DFW Air Cargo Center I, in exchange for its 21% interest in the fund. The Operating Partnership also received a net incentive distribution of approximately $26.4 million in cash which is classified under private capital income on the consolidated statement of operations.

During 2004, the Operating Partnership divested itself of 21 industrial buildings, two retail centers and one office building, aggregating approximately 3.1 million square feet, for an aggregate price of $200.3 million, with a resulting net gain of $44.7 million.

Development Contributions.  During 2006, the Operating Partnership contributed a total of nine completed development projects into unconsolidated co-investment joint ventures. Four projects totaling approximately 2.6 million square feet were contributed into AMB Japan Fund I, L.P, two projects totaling approximately 0.8 million square feet were contributed into AMB-SGP Mexico, LLC, and three projects totaling approximately 0.6 million square feet were contributed into AMB Institutional Alliance Fund III, L.P. In addition, one land parcel was contributed into AMB DFS Fund I, LLC. As a result of these contributions, the Operating Partnership recognized an aggregate after-tax gain of $94.1 million, representing the portion of the Operating Partnership’s interest in the contributed property acquired by the third-party investors for cash. These gains are included in development profits, net of taxes, in the statement of operations.

During 2005, the Operating Partnership contributed one approximately 0.4 million square foot completed development project into AMB-SGP Mexico, LLC, and recognized an after-tax gain of $1.9 million.

During 2004, the Operating Partnership contributed one approximately 0.2 million square foot completed development project into AMB-SGP Mexico, LLC, and recognized an after-tax gain of $2.0 million.

Properties Held for Contribution.  As of December 31, 2006, the Operating Partnership held for contribution to co-investment joint ventures nine industrial projects with an aggregate net book value of $154.0 million, which, when contributed to a joint venture, will reduce the Operating Partnership’s current ownership interest from approximately 100% to an expected range of15-50%.

Properties Held for Divestiture.  As of December 31, 2006, the Operating Partnership held for divestiture four industrial projects with an aggregate net book value of $20.9 million. These properties either are not in the Operating Partnership’s core markets or do not meet its current strategic objectives, or are included as part of its development-for-sale program. The divestitures of the properties are subject to negotiation of acceptable terms and other customary conditions. Properties held for divestiture are stated at the lower of cost or estimated fair value less costs to sell.

F-15

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

The following summarizes the condensed results of operations of the properties held for divestiture and sold under SFAS No. 144 for the years ended December 31 (dollars in thousands):

	2006			2005			2004
Rental revenues	$	14,351		$	79,171		$	114,970
Straight-line rents and amortization of lease intangibles		589			2,239			2,278
Property operating expenses		(3,267	)		(13,179	)		(18,265	)
Real estate taxes		(1,721	)		(9,642	)		(14,371	)
Depreciation and amortization		(2,153	)		(18,572	)		(30,740	)
General and administrative		(13	)		(85	)		(113	)
Other income and expenses, net		19			165			200
Interest, including amortization		1,540			(17,383	)		(18,112	)
Joint venture partners’ share of income		426			(8,006	)		(12,707	)
Income attributable to discontinued operations	$	9,771		$	14,708		$	23,140

As of December 31, 2006 and 2005, assets and liabilities attributable to properties held for divestiture under the provisions of SFAS No. 144 consisted of the following (dollars in thousands):

	2006		2005
Other assets	$	1	$	1
Accounts payable and other liabilities	$	286	$	1,884

5.   Mortgage and Loan Receivables

Through a wholly-owned subsidiary, the Operating Partnership holds a mortgage loan receivable on AMB Pier One, LLC, an unconsolidated joint venture. The Operating Partnership also holds a loan receivable on G.Accion, S.A. de C.V. (G.Accion), an unconsolidated equity investment. The Operating Partnership’s mortgage and loan receivables at December 31, 2006 and 2005 consisted of the following (dollars in thousands):

Mortgage and Loan Receivables	Market		Maturity		2006		2005		Rate
1. Pier 1		SF Bay Area		May 2026	$	12,686	$	12,821		13.0	%
2. G.Accion		Mexico, Various		March 2010		6,061		8,800		10.0	%
Total Mortgage and Loan Receivables					$	18,747	$	21,621

F-16

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

6.   Debt

As of December 31, 2006 and 2005, debt consisted of the following (dollars in thousands):

	2006			2005
Operating Partnership secured debt, varying interest rates from 4.3% to 10.4%, due February 1, 2007 to April 2020 (weighted average interest rate of 5.6% and 4.1% at December 31, 2006 and 2005, respectively)	$	368,332		$	522,459
Consolidated joint venture secured debt, varying interest rates from 2.9% to 9.4%, due March 2007 to January 2025 (weighted average interest rates of 6.5% and 6.3% at December 31, 2006 and 2005, respectively)		1,020,678			1,378,083
Unsecured senior debt securities, varying interest rates from 3.5% to 8.0%, due January 2007 to June 2018 (weighted average interest rates of 6.2% and 6.2% at December 31, 2006 and December 31, 2005, respectively, and net of unamortized discounts of $10.6 million and $12.5 million, respectively)		1,112,491			975,000
Other debt, varying interest rates from 5.1% to 7.5%, due June 2007 to November 2015 (weighted average interest rates of 6.6% and 8.2% at December 31, 2006 and December 31, 2005, respectively)		88,154			23,963
Unsecured credit facilities, variable interest rate, due February 2010 and June 2010 (weighted average interest rates of 3.1% and 2.2% at December 31, 2006 and 2005, respectively)		852,033			490,072
Total debt before unamortized net premiums (discounts)		3,441,688			3,389,577
Unamortized net premiums (discounts)		(4,273	)		11,984
Total consolidated debt	$	3,437,415		$	3,401,561

Secured debt generally requires monthly principal and interest payments. Some of the loans are cross-collateralized by multiple properties. The secured debt is secured by deeds of trust or mortgages on certain properties and is generally non-recourse. As of December 31, 2006 and 2005, the total gross investment book value of those properties securing the debt was $2.6 billion and $3.6 billion, respectively, including $1.9 billion and $2.5 billion, respectively, in consolidated joint ventures. As of December 31, 2006, $1.0 billion of the secured debt obligations bore interest at fixed rates with a weighted average interest rate of 6.1% while the remaining $386.1 million bore interest at variable rates (with a weighted average interest rate of 4.7%).

As of December 31, 2006, the Operating Partnership had outstanding an aggregate of $1.1 billion in unsecured senior debt securities, which bore a weighted average interest rate of 6.2% and had an average term of 4.8 years. These unsecured senior debt securities include $300.0 million in notes issued in June 1998, $225.0 million of medium-term notes, which were issued under the Operating Partnership’s 2000 medium-term note program, $275.0 million of medium-term notes, which were issued under the Operating Partnership’s 2002 medium-term note program, $175.0 million of medium-term notes, which were issued under the Operating Partnership’s 2006 medium-term note program and approximately $112.5 million of 5.094% Notes Due 2015, which were issued to Teachers Insurance and Annuity Association of America on July 11, 2005 in a private placement, in exchange for the cancelled $100.0 million of notes that were issued in June 1998 resulting in a discount of approximately $12.5 million. The unsecured senior debt securities are subject to various covenants. Also included is a $25.0 million promissory note which matures in January 2007. Management believes that the Operating Partnership was in compliance with its financial covenants as of December 31, 2006.

F-17

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

As of December 31, 2006, the Operating Partnership had $88.2 million outstanding in other debt which bore a weighted average interest rate of 6.6% and had an average term of 6.1 years. Other debt includes a $65.0 million non-recourse credit facility obtained by AMB Partners II, L.P., a subsidiary of the Operating Partnership, which had a $65.0 million balance outstanding as of December 31, 2006. The Operating Partnership also had $23.2 million outstanding in other non-recourse debt.

On June 1, 2006, the Operating Partnership entered into a third amended and restated $550.0 million (includes Euros, Yen or U.S. Dollar denominated borrowings) unsecured revolving credit agreement that replaced its then-existing $500.0 million credit facility, which was to mature on June 1, 2007. The Company is a guarantor of the Operating Partnership’s obligations under the credit facility. The line, which matures on June 1, 2010, carries a one-year extension option and can be increased to up to $700.0 million upon certain conditions. The rate on the borrowings is generally LIBOR plus a margin, based on the Operating Partnership’s long-term debt rating, which was 42.5 basis points as of December 31, 2006, with an annual facility fee of 15 basis points. The four year credit facility includes a multi-currency component, under which up to $550.0 million can be drawn in U.S. Dollars, Euros, Yen or British Pounds Sterling. The Operating Partnership uses the credit facility principally for acquisitions, funding development activity and general working capital requirements. As of December 31, 2006, the outstanding balance on the credit facility was $303.7 million and the remaining amount available was $234.6 million, net of outstanding letters of credit of $11.7 million. The outstanding balance included borrowings denominated in Euros, which, using the exchange rate in effect on December 31, 2006, equaled approximately $303.7 million in U.S. dollars. The credit agreement contains affirmative covenants, including compliance with financial reporting requirements and maintenance of specified financial ratios, and negative covenants, including limitations on the incurrence of liens and limitations on mergers or consolidations. Management believes that the Operating Partnership was in compliance with its financial covenants under this credit agreement at December 31, 2006.

On June 23, 2006, AMB Japan Finance Y.K., a subsidiary of the Operating Partnership and as the initial borrower, entered into an amended and restated revolving credit agreement for a 45.0 billion Yen unsecured revolving credit facility, which, using the exchange rate in effect on December 31, 2006, equaled approximately $377.9 million U.S. dollars. This replaced the 35.0 billion Yen unsecured revolving credit facility executed on June 29, 2004, as previously amended, which using the exchange rate in effect on December 31, 2006, equaled approximately $293.9 million U.S. dollars. The Company, along with the Operating Partnership, guarantees the obligations of AMB Japan Finance Y.K. under the credit facility, as well as the obligations of any other entity in which the Operating Partnership directly or indirectly owns an ownership interest and which is selected from time to time to be a borrower under and pursuant to the credit agreement. The borrowers intend to use the proceeds from the facility to fund the acquisition and development of properties and for other real estate purposes in Japan, China and South Korea. Generally, borrowers under the credit facility have the option to secure all or a portion of the borrowings under the credit facility with certain real estate assets or equity in entities holding such real estate assets. The credit facility matures in June 2010 and has a one-year extension option. The credit facility can be increased to up to 55.0 billion Yen, which, using the exchange rate in effect on December 31, 2006, equaled approximately $461.9 million U.S. dollars. The extension option is subject to the satisfaction of certain conditions and the payment of an extension fee equal to 0.15% of the outstanding commitments under the facility at that time. The rate on the borrowings is generally TIBOR plus a margin, which is based on the credit rating of the Operating Partnership’s long-term debt and was 42.5 basis points as of December 31, 2006. In addition, there is an annual facility fee, payable in quarterly amounts, which is based on the credit rating of the Operating Partnership’s long-term debt, and was 15 basis points of the outstanding commitments under the facility as of December 31, 2006. As of December 31, 2006, the outstanding balance on this credit facility, using the exchange rate in effect on December 31, 2006, was $320.9 million in U.S. dollars. The credit agreement contains affirmative covenants, including financial reporting requirements and maintenance of specified financial ratios, and negative covenants, including limitations on the incurrence of liens and limitations on mergers or consolidations. Management believes that the Operating

F-18

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

Partnership and AMB Japan Finance Y.K. were in compliance with their financial covenants under this credit agreement at December 31, 2006.

On June 13, 2006, the Operating Partnership and certain of its consolidated subsidiaries entered into a fourth amended and restated credit agreement for a $250.0 million unsecured revolving credit facility, which replaced the third amended and restated credit agreement for a $250.0 million unsecured credit facility. On February 16, 2006, the third amended and restated credit agreement replaced the then-existing $100.0 million unsecured revolving credit facility that was to mature in June 2008. The Company, along with the Operating Partnership, guarantees the obligations for such subsidiaries and other entities controlled by the Company or the Operating Partnership that are selected by the Operating Partnership from time to time to be borrowers under and pursuant to the credit facility. The four-year credit facility includes a multi-currency component under which up to $250.0 million can be drawn in U.S. dollars, Hong Kong dollars, Singapore dollars, Canadian dollars and Euros. The line, which matures in February 2010 and carries a one-year extension option, can be increased to up to $350.0 million upon certain conditions and the payment of an extension fee equal to 0.15% of the outstanding commitments. The rate on the borrowings is generally LIBOR plus a margin, based on the credit rating of the Operating Partnership’s senior unsecured long-term debt, which was 60 basis points as of December 31, 2006, with an annual facility fee based on the credit rating of the Operating Partnership’s senior unsecured long-term debt. The borrowers intend to use the proceeds from the facility to fund the acquisition and development of properties and general working capital requirements. As of December 31, 2006, the outstanding balance on this credit facility was approximately $227.4 million. The credit agreement contains affirmative covenants, including financial reporting requirements and maintenance of specified financial ratios by the Operating Partnership, and negative covenants, including limitations on the incurrence of liens and limitations on mergers or consolidations. Management believes that the Operating Partnership was in compliance with its financial covenants under this credit agreement at December 31, 2006.

As of December 31, 2006, the scheduled maturities of the Operating Partnership’s total debt, excluding unamortized secured debt premiums and discounts, were as follows (dollars in thousands):

	Operating		Consolidated		Unsecured
	Partnership		Joint Venture		Senior
	Secured		Secured		Debt		Other		Credit
	Debt		Debt		Securities		Debt		Facilities		Total
2007	$	12,929	$	84,815	$	100,000	$	16,125	$	—	$	213,869
2008		41,906		173,029		175,000		810		—		390,745
2009		3,536		96,833		100,000		971		—		201,340
2010		69,327		112,918		250,000		941		852,033		1,285,219
2011		3,094		228,708		75,000		1,014		—		307,816
2012		5,085		169,717		—		1,093		—		175,895
2013		38,668		55,168		175,000		65,920		—		334,756
2014		186,864		4,261		—		616		—		191,741
2015		2,174		19,001		112,491		664		—		134,330
2016		4,749		50,648		—		—		—		55,397
Thereafter		—		25,580		125,000		—		—		150,580
Total	$	368,332	$	1,020,678	$	1,112,491	$	88,154	$	852,033	$	3,441,688

F-19

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

7.   Leasing Activity

Future minimum base rental income due under non-cancelable leases with customers in effect as of December 31, 2006 was as follows (dollars in thousands):

2007	$	488,738
2008		409,728
2009		335,638
2010		264,633
2011		196,729
Thereafter		352,884
Total	$	2,048,350

The schedule does not reflect future rental revenues from the renewal or replacement of existing leases and excludes property operating expense reimbursements. In addition to minimum rental payments, certain customers pay reimbursements for their pro rata share of specified operating expenses, which amounted to $143.0 million, $144.0 million and $134.1 million for the years ended December 31, 2006, 2005 and 2004, respectively. These amounts are included as rental revenue and operating expenses in the accompanying consolidated statements of operations. Some leases contain options to renew.

8.   Income Taxes

As a partnership, the allocated share of income of the Operating Partnership is included in the income tax returns of its partners. Accordingly, no accounting for income taxes is required in the accompanying consolidated financial statements. The Operating Partnership may be subject to certain state, local and foreign taxes on its income and property. In addition, the Operating Partnership is required to pay federal and state income tax on its net taxable income, if any, from the activities conducted by the Operating Partnership’s taxable REIT subsidiaries. Where the Operating Partnership operates in countries other than the U.S. that do not recognize REITs under their respective tax laws, the Operating Partnership recognizes income taxes as necessary.

The following is a reconciliation of net income available to common unitholders attributable to the general partner to taxable income available to common unitholders for the years ended December 31 (dollars in thousands):

	2006			2005			2004
Net income available to common unitholders attributable to the general partner	$	209,420		$	250,419		$	118,340
Book depreciation and amortization		177,824			161,732			136,610
Book depreciation discontinued operations		2,153			18,572			30,740
Impairment losses		6,312			—			—
Tax depreciation and amortization		(155,467	)		(152,084	)		(141,368	)
Book/tax difference on gain on divestitures and contributions of real estate		(108,777	)		(23,104	)		(7,409	)
Book/tax difference in stock option expense		(50,030	)		(35,513	)		(15,069	)
Other book/tax differences, net(1)		(3,436	)		(35,348	)		(14,786	)
Taxable income available to common unitholders	$	77,999		$	184,674		$	107,058

(1) Primarily due to straight-line rent, prepaid rent, joint venture accounting and debt premium amortization timing differences.

F-20

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

For income tax purposes, distributions paid to common unitholders consist of ordinary income, capital gains, non-taxable return of capital or a combination thereof. For the years ended December 31, 2006, 2005 and 2004, the Operating Partnership elected to distribute all of its taxable capital gain. The taxability of the Operating Partnership’s distributions to common unitholders is summarized below:

	2006				2005				2004
Ordinary income	$	0.53	38.4	%	$	0.50	23.0	%	$	0.78	46.1	%
Capital gains		0.16	11.6	%		1.34	61.1	%		0.37	21.9	%
Unrecaptured Section 1250 gain		0.20	14.4	%		0.35	15.9	%		0.15	8.9	%
Dividends paid or payable		0.89	64.4	%		2.19	100.0	%		1.30	76.9	%
Return of capital		0.49	35.6	%		—	0.0	%		0.39	23.10
Total distributions	$	1.38	100.0	%	$	2.19	100.0	%	$	1.69	100.0	%

9.   Minority Interests in Consolidated Joint Ventures and Preferred Units

Minority interests in the Operating Partnership represent the limited partnership interests in AMB Property II, L.P., a Delaware limited partnership, and interests held by certain third parties in several real estate joint ventures, aggregating approximately 36.1 million square feet, which are consolidated for financial reporting purposes. Such investments are consolidated because the Operating Partnership exercises significant rights over major operating decisions such as approval of budgets, selection of property managers, asset management, investment activity and changes in financing. These joint venture investments do not meet the variable interest entity criteria under FASB Interpretation No. 46R,Consolidation of Variable Interest Entities.

Effective October 1, 2006, the Company deconsolidated AMB Institutional Alliance Fund III, L.P., an open-ended co-investment partnership formed in 2004 with institutional investors, on a prospective basis, due to the re-evaluation of the Operating Partnership’s accounting for its investment in the fund in light of changes to the partnership agreement regarding the general partner’s rights effective October 1, 2006.

The Operating Partnership enters into co-investment joint ventures with institutional investors. The Operating Partnership’s co-investment joint ventures are engaged in the acquisition, ownership, operation, management and, in some cases, the renovation, expansion and development of industrial buildings in target markets in North America.

The Operating Partnership’s consolidated co-investment joint ventures’ total investment and property debt in properties at December 31, 2006 and 2005 (dollars in thousands) were:

		Operating
		Partnership’s			Total Investment
		Ownership			in Real Estate(1)				Property Debt(2)				Other Debt
Co-investment Joint Venture	Joint Venture Partner	Percentage			2006		2005		2006		2005		2006		2005
AMB/Erie, L.P.	Erie Insurance Company and affiliates		50	%	$	52,942	$	99,722	$	20,605	$	40,710	$	—	$	—
AMB Partners II, L.P.	City and County of San Francisco		20	%		679,138		592,115		323,532		291,684		65,000		—
	Employees’ Retirement System
AMB-SGP, L.P.	Industrial JV Pte Ltd(3)		50	%		444,990		436,713		235,480		239,944		—		—
AMB Institutional Alliance Fund II, L.P.	AMB Institutional Alliance REIT II, Inc.(4)		20	%		519,534		507,493		243,263		245,056		—		—
AMB-AMS, L.P.(5)	PMT, SPW and TNO(6)		39	%		153,563		146,007		78,904		63,143		—		—
AMB Institutional Alliance Fund III, L.P.(7)	AMB Institutional Alliance REIT III, Inc.		23	%		—		749,634		—		421,290		—		—
Total					$	1,850,167	$	2,531,684	$	901,784	$	1,301,827	$	65,000	$	—

(1) The Operating Partnership also had other consolidated joint ventures with total investments in real estate of $579.3 million as of December 31, 2006.

F-21

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

(2)	The Operating Partnership also had other consolidated joint ventures with property debt of $123.6 million as of December 31, 2006.
(3)	A subsidiary of GIC Real Estate Pte. Ltd., the real estate investment subsidiary of the Government of Singapore Investment Corporation.
(4)	Comprised of 14 institutional investors as stockholders and one third-party limited partner as of December 31, 2006.
(5)	AMB-AMS, L.P. is a co-investment partnership with three Dutch pension funds.
(6)	PMT is Stichting Pensioenfonds Metaal en Techniek, SPW is Stichting Pensioenfonds voor de Woningcorporaties and TNO is Stichting Pensioenfonds TNO.
(7)	AMB Institutional Alliance Fund III, L.P., is an open-ended co-investment partnership formed in 2004 with institutional investors, which effective October 1, 2006, was deconsolidated on a prospective basis.

The following table details the minority interests as of December 31, 2006 and 2005 (dollars in thousands):

	2006		2005
Joint venture partners	$	555,201	$	853,643
Held through AMB Property II, L.P.:
Class B Limited Partners		27,281		2,950
Series D preferred units (liquidation preference of $79,767)		77,684		77,684
Series E preferred units (repurchased in June 2006)		—		10,788
Series F preferred units (repurchased in September 2006)		—		9,900
Series H preferred units (repurchased in March 2006)		—		40,912
Series I preferred units (liquidation preference of $25,500)		24,799		24,800
Series N preferred units (repurchased in January 2006)		—		36,479
Total minority interests	$	684,965	$	1,057,156

The following table distinguishes the minority interests’ share of income, including minority interests’ share of development profits, but excluding minority interests’ share of discontinued operations for the years ending December 31, 2006, 2005 and 2004 (dollars in thousands):

	2006		2005		2004
Joint venture partners	$	37,975	$	36,401	$	29,360
Joint venture partners’ share of development profits		665		11,230		523
Held through AMB Property II, L.P.:
Class B common limited partnership units		815		115		102
Series D preferred units (liquidation preference of $79,767)		6,182		6,182		6,182
Series E preferred units (repurchased in June 2006)		392		854		854
Series F preferred units (repurchased in September 2006)		546		800		800
Series H preferred units (repurchased in March 2006)		815		3,413		3,413
Series I preferred units (liquidation preference of $25,500)		2,040		2,040		2,040
Series N preferred units (repurchased in January 2006)		127		1,824		512
Total minority interests’ share of net income	$	49,557	$	62,859	$	43,786

F-22

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

10.   Investments in Unconsolidated Joint Ventures

The Operating Partnership’s investment in unconsolidated joint ventures at December 31, 2006 and 2005 totaled $274.4 million and $118.7 million, respectively. The Operating Partnership’s exposure to losses associated with its unconsolidated joint ventures is limited to its carrying value in these investments and guarantees of $170.5 million on loans on three of its unconsolidated joint ventures.

The Operating Partnership’s unconsolidated joint ventures’ net equity investments at December 31, 2006 and 2005 (dollars in thousands) were:

							Operating
							Partnership’s
	Square						Ownership
Unconsolidated Joint Ventures	Feet		2006		2005		Percentage
Co-Investment Joint Ventures
AMB-SGP Mexico, LLC(1)		2,737,515	$	7,601	$	16,218		20	%
AMB Japan Fund I, L.P.(2)		3,814,773		31,811		10,112		20	%
AMB Institutional Alliance Fund III, L.P.(3)		13,963,806		136,971		—		23	%
AMB DFS Fund I, LLC(4)		N/A		11,700		—		15	%
Other Industrial Operating Joint Ventures		7,684,931		47,955		41,520		53	%
Other Industrial Development Joint Ventures		N/A		—		6,176		—
Other Investment — G.Accion(5)		N/A		38,343		44,627		39	%
Total Unconsolidated Joint Ventures		28,201,025	$	274,381	$	118,653

(1)	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. Includes $5.5 million of shareholder loans outstanding at December 31, 2006 between the Operating Partnership and the co-investment partnership.
(2)	AMB Japan Fund I, L.P. is a co-investment partnership formed in 2005 with institutional investors.
(3)	AMB Institutional Alliance Fund III, L.P. is an open-ended co-investment partnership formed in 2004 with institutional investors, which invest through a private REIT. Prior to October 1, 2006, the Operating Partnership accounted for AMB Institutional Alliance Fund III, L.P. as a consolidated joint venture.
(4)	AMB DFS Fund I, LLC is a co-investment partnership formed in 2006 with a subsidiary of GE Real Estate to build and sell properties.
(5)	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.

F-23

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

The table below presents summarized financial information of the Operating Partnership’s unconsolidated joint ventures as of and for the years ended December 31, 2006, 2005 and 2004:

															Income (loss)
	Net														from			Net
	Investment		Total		Total		Total		Minority						Continuing			Income
2006	in Properties		assets		debt		liabilities		Interests		Equity		Revenues		Operations			(loss)
Co-Investment Joint Ventures:
AMB-SGP Mexico, LLC(1)	$	158,959	$	172,533	$	106,700	$	162,963	$	1,082	$	8,488	$	14,514	$	(6,796	)	$	(6,796	)
AMB Japan Fund I, L.P.(2)		595,859		673,811		450,270		483,835		48,570		141,406		19,217		1,716			1,716
AMB Institutional Alliance Fund III, L.P.(3)		1,279,564		1,318,709		675,500		714,072		3,090		601,547		80,160		12,691			33,842
AMB DFS Fund I, LLC(4)		78,450		78,475		—		—		—		78,475		—		—			—
Other Industrial Operating Joint Ventures		223,679		241,085		184,423		193,394		—		47,691		37,238		11,529			26,139
Other Investments:
G. Accion(5)		9,536		158,733		14,881		45,380		1,610		111,743		18,294		(51,399	)		21,532
Total Unconsolidated Joint Ventures	$	2,346,047	$	2,643,346	$	1,431,774	$	1,599,644	$	54,352	$	989,350	$	169,423	$	(32,259	)	$	76,433

																Income (loss)
	Net															from			Net
	Investment		Total		Total		Total		Minority							Continuing			Income
2005	in Properties		assets		debt		liabilities		Interests		Equity			Revenues		Operations			(loss)
Co-Investment Joint Ventures:
AMB-SGP Mexico, LLC(1)	$	105,123	$	127,509	$	65,351	$	86,522	$	81,663	$	(40,676	)	$	9,288	$	(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		871			871
Other Industrial Operating Joint Ventures		279,526		297,874		232,503		239,335		—		58,539			42,031		9,659			9,713
Other Industrial Development Joint Ventures		33,190		34,542		21,596		22,856		5,471		6,216			732		(305	)		(305	)
Other Investments:
G. Accion(5)		116,549		249,193		91,730		126,456		832		121,905			49,605		(33,977	)		1,750
Total Unconsolidated Joint Ventures	$	655,549	$	870,587	$	485,073	$	581,177	$	98,009	$	191,402		$	108,392	$	(28,644	)	$	7,137

															Income (loss)
	Net														from			Net
	Investment		Total		Total		Total		Minority						Continuing			Income
2004	in Properties		assets		debt		liabilities		Interests		Equity		Revenues		Operations			(loss)
Co-Investment Joint Ventures:
AMB-SGP Mexico, LLC(1)	$	73,300	$	103,223	$	16,405	$	46,870	$	48,631	$	7,722	$	—	$	—		$	—
Other Industrial Operating Joint Ventures		275,269		290,734		223,215		230,224		—		60,510		38,112		6,765			7,471
Other Industrial Development Joint Ventures		31,640		35,287		27,664		29,360		3,108		2,818		—		(3	)		(3	)
Total Unconsolidated Joint Ventures	$	380,209	$	429,244	$	267,284	$	306,454	$	51,739	$	71,050	$	38,112	$	6,762		$	7,468

(1)	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. Includes $5.5 million of shareholder loans outstanding at December 31, 2006 between the Operating Partnership and the co-investment partnership.
(2)	AMB Japan Fund I is a co-investment partnership formed in 2005 with institutional investors.
(3)	AMB Institutional Alliance Fund III, L.P. is an open-ended co-investment partnership formed in 2004 with institutional investors, which invest through a private REIT. Prior to October 1, 2006, the Operating Partnership accounted for AMB Institutional Alliance Fund III, L.P. as a consolidated joint venture.
(4)	AMB DFS Fund I, LLC is a co-investment partnership formed in 2006 with a subsidiary of GE Real Estate to build and sell properties.
(5)	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.

On December 30, 2004, the Operating Partnership formed AMB-SGP Mexico, LLC, a joint venture with Industrial (Mexico) JV Pte. Ltd., a subsidiary of GIC Real Estate Pte. Ltd., the real estate investment subsidiary of

F-24

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

the Government of Singapore Investment Corporation, in which the Operating Partnership retained a 20% interest. During 2006, the Operating Partnership recognized development profits of $5.1 million from the contribution of two completed development projects for $56.4 million aggregating approximately 0.8 million square feet. During 2005, the Operating Partnership recognized a gain of $1.3 million from disposition of real estate interests, representing the additional value received from the contribution of properties to AMB-SGP Mexico, LLC during 2004. During 2005, the Operating Partnership recognized development profits of $1.9 million from the contribution of one industrial building for $23.6 million aggregating approximately 0.4 million square feet.

On June 30, 2005, the Operating Partnership formed AMB Japan Fund I, L.P., a joint venture with 13 institutional investors, in which joint venture the Operating Partnership retained an approximate 20% interest. The 13 institutional investors have committed 49.5 billion Yen (approximately $415.7 million in U.S. dollars, using the exchange rate at December 31, 2006) for an approximate 80% equity interest. During 2006, the Operating Partnership recognized development profits of $77.9 million, representing the portion of the Operating Partnership’s interest in the contributed properties acquired by the third-party investors for cash from the contribution to the joint venture of four completed development projects for $486.2 million (using the exchange rates in effect at contribution) aggregating approximately 2.6 million square feet. During 2005, the Operating Partnership contributed to the joint venture $106.9 million (using the exchange rate in effect at contribution) in operating properties, consisting of six industrial buildings, aggregating approximately 0.9 million square feet and recognized a gain of $17.6 million on the contribution, representing the portion of the Operating Partnership’s interest in the contributed property acquired by the third-party investors for cash.

Effective October 1, 2006, the Operating Partnership deconsolidated AMB Institutional Alliance Fund III, L.P., an open-ended co-investment partnership formed in 2004 with institutional investors, on a prospective basis, due to the re-evaluation of the Operating Partnership’s accounting for its investment in the fund in light of changes to the partnership agreement regarding the general partner’s rights effective October 1, 2006. During 2006, the Operating Partnership recognized development profits of $10.3 million, representing the portion of the Operating Partnership’s interest in the contributed properties acquired by the third-party investors for cash from the contribution to the joint venture of three completed development projects for approximately $64.8 million aggregating approximately 0.6 million square feet.

On October 17, 2006, the Operating Partnership formed AMB DFS Fund I, LLC, a merchant development joint venture with GE Real Estate (“GE”), in which joint venture the Operating Partnership retained an approximate 15% interest. The joint venture will have total investment capacity of approximately $500.0 million to pursue development-for-sale opportunities primarily in U.S. markets other than those the Operating Partnership identifies as its target markets. GE and the Operating Partnership have committed $425.0 million and $75.0 million of equity, respectively. During 2006, the Operating Partnership contributed a land parcel with a contribution value of approximately $77.5 million to this fund and recognized development profits of approximately $0.8 million on the contribution, representing the portion of its interest in the contributed land parcel acquired by the third-party investor for cash.

Under the agreements governing the joint ventures, the Operating Partnership and the other parties to the joint ventures may be required to make additional capital contributions and, subject to certain limitations, the joint ventures may incur additional debt.

The Operating Partnership also has a 0.1% unconsolidated equity interest (with an approximate 33% economic interest) in AMB Pier One, LLC, a joint venture related to the 2000 redevelopment of the pier which houses the Operating Partnership’s office space in the San Francisco Bay Area. The investment is not consolidated because the Operating Partnership does not exercise control over major operating decisions such as approval of budgets, selection of property managers, investment activity and changes in financing. The Operating Partnership has an option to purchase the remaining equity interest beginning January 1, 2007 and expiring December 31, 2009, based on the fair market value as stipulated in the joint venture agreement. As of December 31, 2006, the Operating

F-25

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

Partnership also had an approximate 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. In addition, as of December 31, 2006, a subsidiary of the Operating Partnership also had an approximate 5% interest in IAT Air Cargo Facilities Income Fund (IAT), a Canadian income trust specializing in aviation-related real estate at Canada’s leading international airports. This equity investment of approximately $2.7 million and $2.6 million, respectively, is included in other assets on the consolidated balance sheets as of December 31, 2006 and 2005.

11.   Partners’ Capital

Holders of common limited partnership units of the Operating Partnership and class B common limited partnership units of AMB Property II, L.P. have the right, commencing generally on or after the first anniversary of the holder becoming a limited partner of the Operating Partnership or AMB Property II, L.P., as applicable (or such other date agreed to by the Operating Partnership or AMB Property II, L.P. and the applicable unit holders), to require the Operating Partnership or AMB Property II, L.P., as applicable, to redeem part or all of their common units or class B common limited partnership units, as applicable, for cash (based upon the fair market value, as defined in the applicable partnership agreement, of an equivalent number of shares of common stock of the Company at the time of redemption) or the Operating Partnership or AMB Property II, L.P. may, in its respective sole and absolute discretion (subject to the limits on ownership and transfer of common stock set forth in the Company’s charter), elect to have the Company exchange those common units or class B common limited partnership units, as applicable, for shares of the Company’s common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of certain rights, certain extraordinary distributions and similar events. With each redemption or exchange of the Operating Partnership’s common units, the Company’s percentage ownership in the Operating Partnership will increase. Common limited partners and class B common limited partners may exercise this redemption right from time to time, in whole or in part, subject to certain limitations. In November 2006, AMB Property II L.P., issued 1,130,835 of its class B common limited partnership units in connection with a property acquisition which resulted in a reallocation of partnership interest. During 2006, the Operating Partnership redeemed 818,304 of its common limited partnership units for an equivalent number of shares of the Company’s common stock.

On September 21, 2006, AMB Property II, L.P., repurchased all 201,139 of its outstanding 7.95% Series F Cumulative Redeemable Preferred Limited Partnership Units from a single institutional investor for an aggregate price of $10.0 million, including accrued and unpaid distributions. In connection with this repurchase, the Company reclassified all of its 267,439 shares of 7.95% Series F Cumulative Redeemable Preferred Stock as preferred stock.

On June 30, 2006, AMB Property II, L.P., repurchased all 220,440 of its outstanding 7.75% Series E Cumulative Redeemable Preferred Limited Partnership Units from a single institutional investor for an aggregate price of $10.9 million, including accrued and unpaid distributions. In connection with this repurchase, the Company reclassified all of its 220,440 shares of 7795% Series E Cumulative Redeemable Preferred Stock as preferred stock.

On March 21, 2006, AMB Property II, L.P., repurchased all 840,000 of its outstanding 8.125% Series H Cumulative Redeemable Preferred Limited Partnership Units from a single institutional investor for an aggregate price of $42.8 million, including accrued and unpaid distributions. In connection with this repurchase, the Company reclassified all of its 840,000 shares of 8.125% Series H Cumulative Redeemable Preferred Stock as preferred stock.

As of December 31, 2006, $145.3 million in preferred units with a weighted average rate of 7.85%, issued by the Operating Partnership, were callable under the terms of the partnership agreement and $40.0 million in preferred units with a weighted average rate of 7.95% become callable in 2007.

On August 25, 2006, the Company issued and sold 2,000,000 shares of 6.85% Series P Cumulative Redeemable Preferred Stock at $25.00 per share. Dividends are cumulative from the date of issuance and payable

F-26

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

quarterly in arrears at a rate per share equal to $1.7125 per annum. The series P preferred stock is redeemable by the Company on or after August 25, 2011, subject to certain conditions, for cash at a redemption price equal to $25.00 per share, plus accumulated and unpaid dividends thereon, if any, to the redemption date. The Company contributed the net proceeds of approximately $48.1 million to the Operating Partnership, and in exchange, the Operating Partnership issued to the Company 2,000,000 6.85% Series P Cumulative Redeemable Preferred Units.

On December 13, 2005, the Company issued and sold 3,000,000 shares of 7.00% Series O Cumulative Redeemable Preferred Stock at $25.00 per share. Dividends are cumulative from the date of issuance and payable quarterly in arrears at a rate per share equal to $1.75 per annum. The series O preferred stock is redeemable by the Company on or after December 13, 2010, subject to certain conditions, for cash at a redemption price equal to $25.00 per share, plus accumulated and unpaid dividends thereon, if any, to the redemption date. The Company contributed the net proceeds of approximately $72.3 million to the Operating Partnership, and in exchange, the Operating Partnership issued to the Company 3,000,000 7.00% Series O Cumulative Redeemable Preferred Units.

On September 24, 2004, AMB Property II, L.P., a partnership in which Texas AMB I, LLC, a Delaware limited liability company and the Operating Partnership’s subsidiary, owns an approximate 1.0% partnership interest as the sole general partner and the Operating Partnership owns an approximate 92% partnership interest, excluding preferred units, issued 729,582 5.0% Series N Cumulative Redeemable Preferred Limited Partnership Units at a price of $50.00 per unit. The series N preferred units were issued to Robert Pattillo Properties, Inc. in exchange for the contribution to AMB Property II, L.P of certain parcels of land that are located in multiple markets. Effective January 27, 2006, Robert Pattillo Properties, Inc. exercised its rights under its Put Agreement, dated September 24, 2004, with the Operating Partnership, and sold all of its series N preferred units to the Operating Partnership for an aggregate price of $36.6 million, including accrued and unpaid distributions. Also on January 27, 2006, AMB Property II, L.P. repurchased all of the series N preferred units from the Operating Partnership at an aggregate price of $36.6 million and cancelled all of the outstanding series N preferred units as of such date.

On November 25, 2003, the Company issued and sold 2,300,000 shares of 6.75% Series M Cumulative Redeemable Preferred Stock at $25.00 per share. Dividends are cumulative from the date of issuance and payable quarterly in arrears at a rate per share equal to $1.6875 per annum. The series M preferred stock is redeemable by the Company on or after November 25, 2008, subject to certain conditions, for cash at a redemption price equal to $25.00 per share, plus accumulated and unpaid dividends thereon, if any, to the redemption date. The Company contributed the net proceeds of approximately $55.4 million to the Operating Partnership, and in exchange, the Operating Partnership issued to the Company 2,300,000 6.75% Series M Cumulative Redeemable Preferred Units.

On June 23, 2003, the Company issued and sold 2,000,000 shares of 6.5% Series L Cumulative Redeemable Preferred Stock at a price of $25.00 per share. Dividends are cumulative from the date of issuance and payable quarterly in arrears at a rate per share equal to $1.625 per annum. The series L preferred stock is redeemable by the Company on or after June 23, 2008, subject to certain conditions, for cash at a redemption price equal to $25.00 per share, plus accumulated and unpaid dividends thereon, if any, to the redemption date. The Company contributed the net proceeds of approximately $48.0 million to the Operating Partnership, and in exchange, the Operating Partnership issued to the Company 2,000,000 6.5% Series L Cumulative Redeemable Preferred Units. The Operating Partnership used the proceeds, in addition to proceeds previously contributed to the Operating Partnership from other equity issuances, to redeem all 3,995,800 of its 8.5% Series A Cumulative Redeemable Preferred Units from the Company on July 28, 2003. The Company, in turn, used those proceeds to redeem all 3,995,800 shares of its 8.5% Series A Cumulative Redeemable Preferred Stock for $100.2 million, including all accumulated and unpaid dividends thereon, to the redemption date.

In December 2005, the Company’s board of directors approved a new two-year common stock repurchase program for the repurchase of up to $200.0 million of its common stock. The Company did not repurchase or retire any shares of its common stock during the year ended December 31, 2006.

F-27

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

As of December 31, 2006, the Operating Partnership had outstanding 89,433,024 common general partnership units; 3,450,343 common limited partnership units; 800,000 7.95% Series J Cumulative Redeemable Preferred Partnership Units; 800,000 7.95% Series K Cumulative Redeemable Preferred Partnership Units; 2,000,000 6.5% Series L Cumulative Redeemable Preferred Partnership Units; 2,300,000 6.75% Series M Cumulative Redeemable Preferred Partnership Units 3,000,000 7.00% Series O Cumulative Redeemable Preferred Partnership Units and 2,000,000 6.85% Series P Cumulative Redeemable Preferred Partnership Units.

The following table sets forth the distributions paid per unit:

Paying Entity	Security	2006		2005		2004
AMB Property, L.P.	Common limited partnership units	$	1.84	$	1.76	$	1.70
AMB Property, L.P.	Series J preferred units	$	3.98	$	3.98	$	3.98
AMB Property, L.P.	Series K preferred units	$	3.98	$	3.98	$	3.98
AMB Property II, L.P.	Class B common limited partnership units	$	1.84	$	1.76	$	1.70
AMB Property II, L.P.	Series D preferred units	$	3.88	$	3.88	$	3.88
AMB Property II, L.P.	Series E preferred units(1)	$	1.78	$	3.88	$	3.88
AMB Property II, L.P.	Series F preferred units(2)	$	2.72	$	3.98	$	3.98
AMB Property II, L.P.	Series H preferred units(3)	$	0.97	$	4.06	$	4.06
AMB Property II, L.P.	Series I preferred units	$	4.00	$	4.00	$	4.00
AMB Property II, L.P.	Series N preferred units(4)	$	0.22	$	2.50	$	0.70

(1)	In June 2006, AMB Property II, L.P. repurchased all of its outstanding Series E preferred units.
(2)	In September 2006, AMB Property II, L.P. repurchased all of its outstanding Series F preferred units.
(3)	In March 2006, AMB Property II, L.P. repurchased all of its outstanding Series H preferred units.
(4)	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.

12.   Stock Incentive Plan, 401(k) Plan and Deferred Compensation Plan

Stock Incentive Plans.  The Company and the Operating Partnership have stock option and incentive plans (“Stock Incentive Plans”) for the purpose of attracting and retaining eligible officers, directors and employees. When the Company issues restricted stock or stock options are exercised, the Operating Partnership issues corresponding general partnership units on a one-for-one basis. The Company has reserved for issuance 18,950,000 shares of common stock under its Stock Incentive Plans. As of December 31, 2006, the Company had 6,843,025 non-qualified options outstanding granted to certain directors, officers and employees. Each option is exchangeable for one share of the Company’s common stock. Each option’s exercise price is equal to the Company’s market price on the date of grant. The options have an original ten-year term and generally vest pro rata in annual installments over a three to five-year period from the date of grant.

The Operating Partnership adopted SFAS No. 123R,Share Based Payment,on January 1, 2006. The Operating Partnership opted to utilize the modified prospective method of transition in adopting SFAS No. 123R. The effect of this change from applying the original expense recognition provisions of SFAS No. 123,Accounting for Stock-Based Compensation, had an immaterial effect on income before minority interests and discontinued operations, income from continuing operations, net income and earnings per share. The effect of this change from applying the original provisions of SFAS No. 123 had no effect on cash flow from operating and financing activities. The Operating Partnership recorded a cumulative effect of change in accounting principle in the amount of $0.2 million as of January 1, 2006 to reflect the change in accounting for forfeitures. The Operating Partnership values stock

F-28

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

options using the Black-Scholes option-pricing model and recognizes this value as an expense over the vesting periods. Under this standard, recognition of expense for stock options is applied to all options granted after the beginning of the year of adoption. In accordance with SFAS No. 123R, the Operating Partnership will recognize the associated expense over the three to five-year vesting periods. For the years ended December 31, 2006, 2005 and 2004, under SFAS No. 123R or SFAS No. 123, related stock option expense was $6.8 million, $4.8 million and $4.0 million, respectively. Additionally, the Operating Partnership awards restricted stock and recognizes this value as an expense over the vesting periods. During the years ended December 31, 2006, 2005 and 2004, related restricted stock compensation expense was $13.9 million, $7.5 million and $6.4 million, respectively. The expense is included in general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2006, the Operating Partnership had $5.1 million of total unrecognized compensation cost related to unvested options granted under the Stock Incentive Plans which is expected to be recognized over a weighted average period of 1 year. Results for prior periods have not been restated.

As a result of adopting SFAS No. 123R on January 1, 2006, the Operating Partnership’s income before income taxes and net income for the year ended December 31, 2006 is $0.5 million higher than if the Operating Partnership had continued to account for share-based compensation under the original provisions of SFAS No. 123. Basic earnings per unit for the year ended December 31, 2006 would have decreased to $2.37 and diluted earnings per unit would have been the same as the reported number at $2.29, if the Operating Partnership had not adopted SFAS No. 123R.

SFAS No. 123R requires the cash flows resulting from tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows. The Operating Partnership does not have any such excess tax benefits.

The fair value of each option grant was estimated at the date of grant using the Black-Scholes option-pricing model. The Operating Partnership uses historical data to estimate option exercise and employee termination within the valuation model. Expected volatilities are based on historical volatility of the Company’s stock. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The following assumptions are used for grants during the years ended December 31, 2006, 2005 and 2004, respectively: dividend yields of 3.5%, 4.5% and 4.8%; expected volatility of 17.9%, 17.5% and 18.6%; risk-free interest rates of 4.6%, 3.8% and 3.6%; and expected lives of six, seven and seven years, respectively.

F-29

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

Following is a summary of the option activity for the year ended December 31, 2006 (options in thousands):

	Shares			Weighted		Options
	Under			Average		Exercisable
	Option			Exercise Price		at Year End
Outstanding as of December 31, 2003		10,286		$	23.92		7,210
Granted		1,253			34.88
Exercised		(1,233	)		22.45
Forfeited		(85	)		29.43
Outstanding as of December 31, 2004		10,221			25.40		7,841
Granted		1,086			38.94
Exercised		(2,033	)		24.24
Forfeited		(126	)		35.32
Outstanding as of December 31, 2005		9,148			27.14		7,237
Granted		874			51.89
Exercised		(3,081	)		24.16
Forfeited		(98	)		42.18
Outstanding as of December 31, 2006		6,843		$	31.42		5,404
Remaining average contractual life		6.0 years
Fair value of options granted during the year	$	8.54

The following table summarizes additional information concerning outstanding and exercisable stock options at December 31, 2006 (options in thousands):

					Weighted
					Average		Currently Exercisable
			Weighted		Remaining				Weighted
Range of	Number		Average		Contractual		Number		Average
Exercise Price	of Options		Exercise Price		Life in Years		of Options		Exercise Price
$20.19 - $24.69		1,937	$	22.52		3.4		1,936	$	22.52
$25.06 - $30.81		2,293		27.10		5.8		2,291		27.10
$30.81 - $44.65		1,774		37.06		7.6		1,004		36.61
$44.65 - $61.35		839		51.89		9.2		173		51.92
		6,843						5,404

The following table summarizes additional information concerning unvested stock options at December 31, 2006 (options in thousands):

				Weighted
	Number			Average
Unvested Options	of Options			Exercise Price
Unvested at December 31, 2005		1,912		$	27.14
Granted		874			51.89
Vested		(1,250	)		36.23
Forfeited		(97	)		42.15
Unvested at December 31, 2006		1,439		$	43.54

F-30

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

Cash received from options exercised during the years ended December 31, 2006, 2005 and 2004 was $55.5 million, $48.5 million and $27.7 million, respectively. There were no excess tax benefits realized for the tax deductions from option exercises during the years ended December 31, 2006, 2005 and 2004. The total intrinsic value of options exercised during the years ended December 31, 2006, 2005 and 2004 was $88.1 million, $38.1 million and $17.5 million, respectively. The total intrinsic value of options outstanding and exercisable as of December 31, 2006 was $146.4 million.

The Company issued 450,352, 262,394 and 227,609 shares of restricted stock, respectively, to certain officers of the Company as part of the pay-for-performance pay program and in connection with employment with the Company during the years ended December 31, 2006, 2005 and 2004, respectively. The total fair value of restricted shares was $23.3 million, $10.2 million and $8.0 million, for the years ended December 31, 2006, 2005 and 2004, respectively. As of December 31, 2006, 99,587 shares of restricted stock had been forfeited. The 611,549 outstanding restricted shares are subject to repurchase rights, which generally lapse over a period from three to five years.

The following table summarizes additional information concerning unvested restricted shares at December 31, 2006 (shares in thousands):

				Weighted Average
				Grant Date
Unvested Shares	Shares			Fair Value
Unvested at December 31, 2005		548		$	34.41
Granted		450			51.92
Vested		(330	)		35.97
Forfeited		(56	)		45.68
Unvested at December 31, 2006		612		$	45.43

As of December 31, 2006, there was $24.1 million of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the stock incentive plans. That cost is expected to be recognized over a weighted average period of 1.96 years. The total fair value of shares vested, based on the market price on the vesting date, for the years ended December 31, 2006 and 2005 was $17.4 million and $9.8 million, respectively.

401(k) Plan.  In November 1997, the Company and the Operating Partnership established a Section 401(k) Savings and Retirement Plan (the “401(k) Plan”), which is a continuation of the 401(k) Plan of the predecessor, to cover eligible employees of the Operating Partnership and any designated affiliates. During 2006 and 2005, the 401(k) Plan permitted eligible employees of the Operating Partnership to defer up to 20% of their annual compensation (as adjusted under the terms of the 401(k) Plan), subject to certain limitations imposed by the Code. The employees’ elective deferrals are immediately vested and non-forfeitable upon contribution to the 401(k) Plan. During 2006 and 2005, the Operating Partnership matched employee contributions under the 401(k) Plan in an amount equal to 50% of the first 6.0% of annual compensation deferred by each employee, up to a maximum match by the Operating Partnership of $6,600 and $6,300 per year, respectively, for each participating employee.

Matching contributions made by the Operating Partnership vest fully one year after the commencement of an employee’s employment with the Operating Partnership. The Operating Partnership may also make discretionary contributions to the 401(k) Plan. In 2006, 2005 and 2004, the Company paid $0.8 million, $0.7 million and $0.5 million, respectively, for its 401(k) match. No discretionary contributions were made by the Operating Partnership to the 401(k) Plan in 2006, 2005 and 2004.

Deferred Compensation Plans.  The Company and the Operating Partnership established two non-qualified deferred compensation plans for eligible officers and directors of the Company and certain of its affiliates, which enable eligible participants to defer income from their U.S. payroll up to 100% of annual base pay, up to 100% of annual

F-31

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

bonuses, up to 100% of their meeting feesand/or committee chairmanship fees, and up to 100% of certain equity-based compensation, as applicable, subject to restrictions, on a pre-tax basis. This deferred compensation is our unsecured obligation. The Operating Partnership may make discretionary matching contributions to participant accounts at any time. The Operating Partnership made no such discretionary matching contributions in 2006, 2005 or 2004. The participant’s elective deferrals and any matching contributions are immediately 100% vested. As of December 31, 2006 and 2005, the total fair value of compensation deferred was $70.2 million and $20.9 million, respectively.

13.   Income Per Unit

When the Company issues restricted stock or stock options are exercised, the Operating Partnership issues corresponding general partnership units on a one-for-one basis. The Operating Partnership’s only dilutive securities outstanding for the years ended December 31, 2006, 2005 and 2004 were stock options and shares of restricted stock granted under its stock incentive plans. The effect on income per unit was to increase weighted average units outstanding. Such dilution was computed using the treasury stock method. The computation of basic and diluted earnings per share (“EPS”) is presented below (dollars in thousands, except unit and per unit amounts):

	2006			2005			2004
Numerator
Income from continuing operations before cumulative effect of change in accounting principle	$	185,228		$	142,227		$	70,660
Preferred unit distributions		(19,942	)		(13,748	)		(13,491	)
Preferred unit issuance costs		(1,070	)		—			—
Income from continuing operations before cumulative effect of change in accounting principle (after preferred unit distributions)		164,216			128,479			57,169
Total discontinued operations		54,454			135,522			67,856
Cumulative effect of change in accounting principle		193			—			—
Net income available to common unitholders	$	218,863		$	264,001		$	125,025
Denominator
Basic		92,047,678			88,684,262			86,885,250
Stock options and restricted stock dilution(1)		3,396,394			3,824,463			3,235,000
Diluted weighted average common units		95,444,072			92,508,725			90,120,250
Basic income per common unit
Income from continuing operations (after preferred unit distributions) before cumulative effect of change in accounting principle	$	1.79		$	1.45		$	0.66
Discontinued operations		0.59			1.53			0.78
Cumulative effect of change in accounting principle		—			—			—
Net income available to common unitholders	$	2.38		$	2.98		$	1.44
Diluted income per common unit
Income from continuing operations (after preferred unit distributions) before cumulative effect of change in accounting principle	$	1.72		$	1.39		$	0.64
Discontinued operations		0.57			1.46			0.75
Cumulative effect of change in accounting principle		—			—			—
Net income available to common unitholders	$	2.29		$	2.85		$	1.39

(1) Excludes anti-dilutive stock options of 48,196, 56,463 and 62,380, respectively, for the years ended December 31, 2006, 2005, and 2004.

F-32

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

14.   Commitments and Contingencies

Commitments

Lease Commitments.  The Operating Partnership holds operating ground leases on land parcels at its on-tarmac facilities, leases on office spaces for corporate use, and a leasehold interest that it holds for investment purposes. The remaining lease terms are from one to 55 years. Buildings and improvements are being amortized ratably over the lesser of the terms of the related leases or 40 years. Future minimum rental payments required under non-cancelable operating leases in effect as of December 31, 2006 were as follows (dollars in thousands):

2007	$	21,636
2008		22,186
2009		21,506
2010		20,667
2011		20,668
Thereafter		272,483
Total	$	379,146

Standby Letters of Credit.  As of December 31, 2006, the Operating Partnership had provided approximately $22.1 million in letters of credit, of which $11.7 million were provided under the Operating Partnership’s $550.0 million unsecured credit facility. The letters of credit were required to be issued under certain ground lease provisions, bank guarantees and other commitments.

Guarantees.  Other than parent guarantees associated with the unsecured debt, as of December 31, 2006, the Operating Partnership had outstanding guarantees in the aggregate amount of $48.2 million in connection with certain acquisitions. As of December 31, 2006, the Operating Partnership guaranteed $26.8 million and $83.2 million on outstanding loans on two of its consolidated joint ventures and two of its unconsolidated joint ventures, respectively. In addition, as of December 31, 2006, the Operating Partnership guaranteed $87.3 million on outstanding property debt related to one of its unconsolidated joint ventures.

Performance and Surety Bonds.  As of December 31, 2006, the Operating Partnership had outstanding performance and surety bonds in an aggregate amount of $11.4 million. These bonds were issued in connection with certain of its development projects and were posted to guarantee certain tax obligations and the construction of certain real property improvements and infrastructure, such as grading, sewers and streets. Performance and surety bonds are commonly required by public agencies from real estate developers. Performance and surety bonds are renewable and expire upon the payment of the taxes due or the completion of the improvements and infrastructure.

Promoted Interests and Other Contractual Obligations.  Upon the achievement of certain return thresholds and the occurrence of certain events, the Operating Partnership may be obligated to make payments to certain of joint venture partners pursuant to the terms and provisions of their contractual agreements with the Operating Partnership. From time to time in the normal course of the Operating Partnership’s business, the Operating Partnership enters into various contracts with third parties that may obligate it to make payments, pay promotes or perform other obligations upon the occurrence of certain events.

Contingencies

Litigation.  In the normal course of business, from time to time, the Operating Partnership may be involved in legal actions relating to the ownership and operations of its properties. Management does not expect that the liabilities, if any, that may ultimately result from such legal actions will have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Operating Partnership.

F-33

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

Environmental Matters.  The Operating Partnership monitors its properties for the presence of hazardous or toxic substances. The Operating Partnership is not aware of any environmental liability with respect to the properties that would have a material adverse effect on the Operating Partnership’s business, assets or results of operations. However, there can be no assurance that such a material environmental liability does not exist. The existence of any such material environmental liability would have an adverse effect on the Operating Partnership’s results of operations and cash flow. The Operating Partnership carries environmental insurance and believes that the policy terms, conditions, limits and deductibles are adequate and appropriate under the circumstances, given the relative risk of loss, the cost of such coverage and current industry practice.

General Uninsured Losses.  The Operating Partnership carries property and rental loss, liability, flood and terrorism insurance. The Operating Partnership believes that the policy terms, conditions, limits and deductibles are adequate and appropriate under the circumstances, given the relative risk of loss, the cost of such coverage and current industry practice. In addition, certain of the Operating Partnership’s properties are located in areas that are subject to earthquake activity; therefore, the Operating Partnership has obtained limited earthquake insurance on those properties. There are, however, certain types of extraordinary losses, such as those due to acts of war, that may be either uninsurable or not economically insurable. Although the Operating Partnership has obtained coverage for certain acts of terrorism, with policy specifications and insured limits that it believes are commercially reasonable, there can be no assurance that the Operating Partnership will be able to collect under such policies. Should an uninsured loss occur, the Operating Partnership could lose its investment in, and anticipated profits and cash flows from, a property.

Various properties that the Operating Partnership owns or leases in New Orleans, Louisiana and South Florida suffered damage in 2005 as a result of Hurricanes Katrina and Wilma. Although the Operating Partnership expects that its insurance will cover losses arising from this damage in excess of the industry standard deductibles paid by the Operating Partnership, there can be no assurance the Operating Partnership will be reimbursed for all losses incurred. Management is not aware of circumstances associated with these losses that would have a material adverse effect on the Operating Partnership’s business, assets or results from operations.

Captive Insurance Company.  In December 2001, the Operating Partnership formed a wholly-owned captive insurance company, Arcata National Insurance Ltd., (Arcata), which provides insurance coverage for all or a portion of losses below the deductible under the Operating Partnership’s third-party policies. The captive insurance company is one element of the Operating Partnership’s overall risk management program. The Operating Partnership capitalized Arcata in accordance with the applicable regulatory requirements. Arcata established annual premiums based on projections derived from the past loss experience at the Operating Partnership’s properties. Annually, the Operating Partnership engages an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to Arcata may be adjusted based on this estimate. Like premiums paid to third-party insurance companies, premiums paid to Arcata may be reimbursed by customers pursuant to specific lease terms. Through this structure, the Operating Partnership believes that it has more comprehensive insurance coverage at an overall lower cost than would otherwise be available in the market.

F-34

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

15.   Quarterly Financial Data (Unaudited)

Selected quarterly financial results for 2006 and 2005 were as follows (dollars in thousands, except share and per share amounts):

	Quarter (unaudited)(1)
2006	March 31			June 30			September 30			December 31			Year
Total revenues	$	177,711		$	177,068		$	184,451		$	190,666		$	729,896
Income before minority interests and discontinued operations cumulative effect of change in accounting principle		32,477			69,522			49,082			83,704			234,785
Total minority interests’ share of income		(12,201	)		(11,248	)		(14,395	)		(11,713	)		(49,557	)
Income from continuing operations before cumulative effect of change in accounting principle		20,276			58,274			34,687			71,991			185,228
Total discontinued operations		9,900			22,264			1,539			20,751			54,454
Cumulative ffect of change in accounting principle		193			—			—			—			193
Net income		30,369			80,538			36,226			92,742			239,875
Preferred 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		$	218,863
Basic income per common unit(2)
Income from continuing operations	$	0.16		$	0.59		$	0.32		$	0.71		$	1.79
Discontinued operations		0.11			0.24			0.02			0.22			0.59
Cumulative effect of change in accounting principle		—			—			—			—			—
Net income available to common unitholders	$	0.27		$	0.83		$	0.34		$	0.93		$	2.38
Diluted income per common unit(2)
Income from continuing operations	$	0.16		$	0.56		$	0.31		$	0.69		$	1.72
Discontinued operations		0.10			0.24			0.02			0.21			0.57
Cumulative effect of change in accounting principle		—			—			—			—			—
Net income available to common unitholders	$	0.26		$	0.80		$	0.33		$	0.90		$	2.29
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
Basic		90,821,246			91,702,701			92,088,600			93,671,504			92,047,678
Diluted		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.

F-35

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

(2) The sum of quarterly financial data may vary from the annual data due to rounding.

				Quarter (unaudited)(1)
2005	March 31			June 30			September 30			December 31			Year
Total revenues	$	152,931		$	154,512		$	156,819		$	196,613		$	660,875
Income before minority interests and discontinued operations		40,337			47,011			26,149			91,589			205,086
Total minority interests’ share of income		(22,457	)		(12,878	)		(12,669	)		(14,855	)		(62,859	)
Income from continuing operations		17,880			34,133			13,480			76,734			142,227
Total discontinued operations		33,000			10,402			18,597			73,523			135,522
Net income		50,880			44,535			32,077			150,257			277,749
Preferred unit distributions		(3,373	)		(3,373	)		(3,373	)		(3,629	)		(13,748	)
Net income available to common unitholders	$	47,507		$	41,162		$	28,704		$	146,628		$	264,001
Basic income per common unit(2) Income from continuing operations	$	0.16		$	0.35		$	0.11		$	0.82		$	1.45
Discontinued operations		0.38			0.12			0.21			0.82			1.53
Net income available to common unitholders	$	0.54		$	0.47		$	0.32		$	1.64		$	2.98
Diluted income per common unit(2) Income from continuing operations	$	0.16		$	0.34		$	0.11		$	0.78		$	1.39
Discontinued operations		0.36			0.11			0.20			0.79			1.46
Net income available to common unitholders	$	0.52		$	0.45		$	0.31		$	1.57		$	2.85
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
Basic		87,857,933			88,241,361			89,098,104			89,451,565			88,684,262
Diluted		91,240,898			91,795,834			93,034,016			93,422,964			92,508,725

(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.

16.   Segment Information

The Operating Partnership operates industrial properties and manages its business by geographic markets. Such industrial properties consist primarily of warehouse distribution facilities suitable for single or multiple customers, and are typically comprised of multiple buildings that are leased to customers engaged in various types of businesses. The Operating Partnership’s geographic markets for industrial properties are managed separately because each market requires different operating, pricing and leasing strategies. 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.

F-36

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

The U.S. target markets are listed on the table below. The other U.S. target markets category includes Austin, Baltimore/Washington D.C., Boston, Houston, Minneapolis, and Orlando. The other U.S. non-target markets category captures all of the Operating Partnership’s other U.S. markets, except for those markets listed individually in the table. For the segment information included below, thenon-U.S. target markets category includes Belgium, China, France, Germany, Japan, Mexico and the Netherlands.

Summary information for the reportable segments is as follows (dollars in thousands):

	Rental Revenues									Property NOI(1)
Segments	2006			2005			2004			2006			2005			2004
Industrial U.S. hub and gateway markets:
Atlanta	$	21,538		$	23,270		$	32,850		$	16,459		$	18,161		$	25,430
Chicago		55,255			55,085			45,015			38,606			38,105			31,389
Dallas/Fort Worth		16,493			16,791			16,551			11,089			11,491			11,218
Los Angeles		111,191			108,625			106,306			87,708			86,300			83,288
Northern New Jersey/New York		79,940			85,331			64,662			56,283			61,278			45,022
San Francisco Bay Area		86,477			86,631			98,885			68,412			69,005			79,486
Miami		40,311			35,953			36,833			27,678			24,188			24,136
Seattle		38,968			44,368			41,675			30,668			34,394			32,539
On-Tarmac		55,131			56,912			54,425			31,584			33,198			30,596
Total industrial U.S. hub markets		505,304			512,966			497,202			368,487			376,120			363,104
Other U.S. target markets		100,622			113,422			118,205			73,805			81,324			87,076
Other U.S. non-target markets		17,144			20,084			18,061			12,412			14,531			13,811
Non U.S. target markets		56,491			30,762			25,641			43,985			23,942			20,694
Straight-line rents and amortization of lease intangibles		19,134			19,523			16,281			19,134			19,523			16,281
Total other markets		39			1,586			5,358			99			1,153			3,010
Discontinued operations		(14,940	)		(81,410	)		(117,248	)		(9,952	)		(58,589	)		(84,612	)
Total	$	683,794		$	616,933		$	563,500		$	507,970		$	458,004		$	419,364

(1) 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.

The Operating Partnership considers NOI to be an appropriate supplemental performance measure because NOI reflects the operating performance of the Operating Partnership’s real estate portfolio on a segment basis, and the Operating Partnership uses NOI to make decisions about resource allocations and to assess regional property level performance. However, NOI should not be viewed as an alternative measure of the Operating Partnership’s financial performance since it does not reflect general and administrative expenses, interest expense, depreciation and amortization costs, capital expenditures and leasing costs, or trends in development and construction activities that could materially impact the Operating Partnership’s results from operations. Further, the Operating Partnership’s NOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating NOI.

F-37

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

The following table is a reconciliation from NOI to reported net income, a financial measure under GAAP (dollars in thousands):

	2006			2005			2004
Property NOI	$	507,970		$	458,004		$	419,364
Private capital income		46,102			43,942			12,895
Depreciation and amortization		(177,824	)		(161,732	)		(136,610	)
Impairment losses		(6,312	)		—			—
General and administrative		(104,262	)		(71,564	)		(57,181	)
Other income		(2,620	)		(5,038	)		(2,554	)
Fund costs		(2,091	)		(1,482	)		(1,741	)
Equity in earnings of unconsolidated joint ventures		23,240			10,770			3,781
Interest and other income		9,423			5,593			4,700
Gains from dispositions of real estate		—			19,099			5,219
Development profits, net of taxes		106,389			54,811			8,528
Interest, including amortization		(165,230	)		(147,317	)		(141,955	)
Total minority interests’ share of income		(49,557	)		(62,859	)		(43,786	)
Total discontinued operations		54,454			135,522			67,856
Cumulative effect of change in accounting principle		193			—			—
Net income	$	239,875		$	277,749		$	138,516

The Operating Partnership’s total assets by market were:

	Total Assets as of
			December 31,
	December 31, 2006		2005
Industrial U.S. hub and gateway markets:
Atlanta	$	162,980	$	208,751
Chicago		447,995		504,581
Dallas/Fort Worth		140,847		137,112
Los Angeles		897,057		930,917
Northern New Jersey/New York		607,727		756,719
San Francisco Bay Area		707,139		789,129
Miami		370,304		372,728
Seattle		381,306		371,029
On-Tarmac		210,798		245,046
Total industrial U.S. hub markets		3,926,153		4,316,012
Other U.S. target markets		578,251		693,287
Other non-target markets and other		111,556		264,954
Non U.S. target markets		1,428,420		975,960
Total other markets		—		10,277
Investments in unconsolidated joint ventures		274,381		118,653
Non-segment assets		394,751		423,596
Total assets	$	6,713,512	$	6,802,739

F-38

AMB PROPERTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006 and 2005

17.   Subsequent Event

On February 14, 2007, seven subsidiaries of AMB-SGP, L.P., a Delaware limited partnership, which is a subsidiary of the Operating Partnership, entered into a loan agreement for a $305 million secured financing. The loan is secured by more than sixty buildings owned by such subsidiaries of AMB-SGP, L.P. $160 million of the loan will be securitized and sold on the open market, and the remaining portion will be held in the lenders’ general accounts. AMB-SGP, L.P. remains a guarantor of certain standard recourse carve-outs under the loan agreement.

On the same day, pursuant to the loan agreement the same seven subsidiaries delivered four promissory notes to the two lenders, each of which matures on March 5, 2012. One note, has a principal of $160 million and an interest rate that is fixed at 5.29%. One is a $40 million note with an interest rate of 81 basis points above the one-month LIBOR rate, a second has a principal of $84 million and a fixed interest rate of 5.90%, and the final note has a principal of $21 million and bears interest at a rate of 135 basis points above the one-month LIBOR rate.

F-39

AMB PROPERTY, L.P.
SCHEDULE III
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2006
												Costs
								Initial Cost to Company				Capitalized		Gross Amount Carried at12/31/06								Year of
	No of									Building &		Subsequent to				Building &		Total Costs		Accumulated		Construction/			Depreciable Life
Property	Bldgs		Location	Type		Encumbrances(3)		Land		Improvements		Acquisition		Land		Improvements		(1)(2)		Depreciation(4)		Acquisition			(Years)
	(In thousands, except number of buildings)
Atlanta
Airport Plaza		3	GA		IND	$	4,275	$	1,811	$	5,093	$	974	$	1,811	$	6,067	$	7,878	$	785		2003			5-40
Airport South Business Park		8	GA		IND		16,086		9,200		16,436		14,476		9,200		30,912		40,112		5,341		2001			5-40
Atlanta South Business Park		9	GA		IND		—		8,047		24,180		4,348		8,047		28,528		36,575		7,728		1997			5-40
AMB Garden City Industrial		1	GA		IND		—		441		2,604		147		462		2,730		3,192		213		2004			5-40
South Ridge at Hartsfield		1	GA		IND		3,828		2,096		4,008		1,130		2,096		5,138		7,234		872		2001			5-40
Southfield/KRDC Industrial SG		13	GA		IND		32,177		13,578		35,730		8,591		13,578		44,321		57,899		7,672		1997			5-40
Southside Distribution Center		1	GA		IND		1,064		766		2,480		105		766		2,585		3,351		385		2001			5-40
Sylvan Industrial		1	GA		IND		—		1,946		5,905		724		1,946		6,629		8,575		1,407		1999	��		5-40
Chicago
Addison Business Center		1	IL		IND		—		1,060		3,228		389		1,060		3,617		4,677		742		2000			5-40
Alsip Industrial		1	IL		IND		—		1,200		3,744		737		1,200		4,481		5,681		1,013		1998			5-40
Belden Avenue SGP		3	IL		IND		9,486		5,393		13,655		1,176		5,487		14,737		20,224		3,345		2001			5-40
Bensenville Ind Park		13	IL		IND		—		20,799		62,438		23,187		20,799		85,625		106,424		25,407		1993			5-40
Bridgeview Industrial		1	IL		IND		—		1,332		3,996		561		1,332		4,557		5,889		1,136		1995			5-40
Chancellory Park		8	IL		IND		35,838		24,491		31,848		1,725		24,491		33,573		58,064		1,106		2002			5-40
Chicago Industrial Portfolio		1	IL		IND		—		762		2,285		749		762		3,034		3,796		787		1992			5-40
Chicago Ridge Freight Terminal		1	IL		IND		—		3,705		3,576		206		3,705		3,782		7,487		567		2001			5.40
AMB District Industrial		1	IL		IND		—		703		1,338		173		703		1,511		2,214		191		2004			5-40
Elk Grove Village SG		10	IL		IND		15,948		7,059		21,739		5,095		7,059		26,834		33,893		5,928		2001			5-40
Executive Drive		1	IL		IND		—		1,399		4,236		1,599		1,399		5,835		7,234		1,727		1997			5-40
AMB Golf Distribution		1	IL		IND		13,922		7,740		16,749		823		7,740		17,572		25,312		1,207		2005			5-40
Hamilton Parkway		1	IL		IND		—		1,554		4,408		563		1,554		4,971		6,525		1,254		1995			5-40
Hintz Building		1	IL		IND		—		420		1,259		402		420		1,661		2,081		428		1998			5-40
Itasca Industrial Portfolio		5	IL		IND		—		3,830		11,537		2,958		3,830		14,495		18,325		4,703		1994			5-40
AMB Kehoe Industrial		1	IL		IND		—		2,000		3,006		—		2,000		3,006		5,006		39		2006			5-40
Melrose Park Distribution Ctr		1	IL		IND		—		2,936		9,190		2,398		2,936		11,588		14,524		3,892		1995			5-40
NDP — Chicago		3	IL		IND		—		1,496		4,487		1,271		1,496		5,758		7,254		1,744		1998			5-40
AMB Nicholas Logistics Center		1	IL		IND		—		4,681		5,811		1,883		4,681		7,694		12,375		798		2001			5-40
AMB O’Hare		14	IL		IND		8,987		2,924		8,995		3,002		2,924		11,997		14,921		2,511		2001			5-40
O’Hare Industrial Portfolio		12	IL		IND		—		5,497		20,238		1,806		5,497		22,044		27,541		5,963		1996			5-40
Poplar Gateway Truck Terminal		1	IL		IND		—		4,551		3,152		806		4,551		3,958		8,509		371		2002			5-40
AMB Port O’Hare		2	IL		IND		5,739		4,913		5,761		1,300		4,913		7,061		11,974		1,567		2001			5-40
AMB Sivert Distribution		1	IL		IND		—		857		1,377		744		857		2,121		2,978		260		2004			5-40
Stone Distribution Center		1	IL		IND		2,781		2,242		3,266		801		2,242		4,067		6,309		463		2003			5-40
AMB Territorial Industrial		1	IL		IND		—		954		3,451		5		954		3,456		4,410		53		2006			5-40
Thorndale Distribution		1	IL		IND		5,252		4,130		4,216		531		4,130		4,747		8,877		731		2002			5-40
Touhy Cargo Terminal		1	IL		IND		5,056		2,800		110		4,615		2,800		4,725		7,525		450		2002			5-40

S-1

AMB PROPERTY, L.P.
SCHEDULE III
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2006
												Costs
								Initial Cost to Company				Capitalized		Gross Amount Carried at12/31/06								Year of
	No of									Building &		Subsequent to				Building &		Total Costs		Accumulated		Construction/		Depreciable Life
Property	Bldgs		Location	Type		Encumbrances(3)		Land		Improvements		Acquisition		Land		Improvements		(1)(2)		Depreciation(4)		Acquisition		(Years)
	(In thousands, except number of buildings)
West O’Hare CC		2	IL		IND		5,892		8,523		14,848		1,761		8,523		16,609		25,132		1,732		2001		5-40
Windsor Court		1	IL		IND		—		766		2,338		165		766		2,503		3,269		612		1997		5-40
Wood Dale Industrial SG		5	IL		IND		8,227		2,868		9,166		1,482		2,868		10,648		13,516		1,993		2001		5-40
Yohan Industrial		3	IL		IND		4,364		5,904		7,323		1,656		5,904		8,979		14,883		1,349		2003		5-40
Dallas/Ft. Worth
Addison Technology Center		1	TX		IND		—		899		2,696		1,312		899		4,008		4,907		1,228		1998		5-40
Dallas Industrial		12	TX		IND		—		5,938		17,836		5,980		5,938		23,816		29,754		7,856		1994		5-40
Greater Dallas Industrial Port		4	TX		IND		—		4,295		14,285		3,971		4,295		18,256		22,551		5,676		1997		5-40
Lincoln Industrial Center		1	TX		IND		—		671		2,052		1,426		671		3,478		4,149		760		1994		5-40
Lonestar Portfolio		6	TX		IND		15,414		6,451		19,360		4,978		6,451		24,338		30,789		4,115		1994		5-40
Northfield Dist. Center		7	TX		IND		21,453		9,313		27,388		3,676		9,313		31,064		40,377		3,519		2002		5-40
Richardson Tech Center SGP		2	TX		IND		4,810		1,522		5,887		2,425		1,522		8,312		9,834		1,116		2001		5-40
Valwood Industrial		2	TX		IND		—		1,983		5,989		2,476		1,983		8,465		10,448		2,745		1994		5-40
West North Carrier Parkway		1	TX		IND		—		1,375		4,165		1,275		1,375		5,440		6,815		1,676		1993		5-40
Los Angeles
Activity Distribution Center		4	CA		IND		—		3,736		11,248		3,293		3,736		14,541		18,277		3,914		1994		5-40
Anaheim Industrial Property		1	CA		IND		—		1,457		4,341		940		1,457		5,281		6,738		1,420		1994		5-40
Artesia Industrial		23	CA		IND		—		21,764		65,270		15,301		21,764		80,571		102,335		21,873		1996		5-40
Bell Ranch Distribution		5	CA		IND		—		6,904		12,915		1,415		6,904		14,330		21,234		2,286		2001		5-40
Cabrillo Distribution Center		1	CA		IND		11,794		7,563		11,177		41		7,563		11,218		18,781		1,134		2002		5-40
Carson Industrial		12	CA		IND		—		4,231		10,418		6,664		4,231		17,082		21,313		3,713		1999		5-40
Carson Town Center		2	CA		IND		—		6,565		3,210		15,604		6,565		18,814		25,379		3,365		2000		5-40
Chartwell Distribution Center		1	CA		IND		—		2,711		8,191		1,111		2,711		9,302		12,013		1,645		2000		5-40
Del Amo Industrial Center		1	CA		IND		—		2,529		7,651		231		2,529		7,882		10,411		1,206		2000		5-40
Eaves Distribution Center		3	CA		IND		14,341		11,893		12,708		3,317		11,893		16,025		27,918		3,239		2001		5-40
Fordyce Distribution Center		1	CA		IND		7,054		5,835		10,985		917		5,835		11,902		17,737		1,346		2001		5-40
Ford Distribution Cntr		7	CA		IND		—		24,557		22,046		5,261		24,557		27,307		51,864		4,750		2001		5-40
Harris Bus Ctr Alliance II		9	CA		IND		31,095		20,772		31,050		4,370		20,863		35,329		56,192		6,706		2000		5-40
Hawthorne LAX Cargo AMBPTNII		1	CA		IND		7,952		2,775		8,377		519		2,775		8,896		11,671		1,436		2000		5-40
LA Co Industrial Port SGP		6	CA		IND		21,596		9,430		29,242		6,600		9,432		35,840		45,272		5,700		2001		5-40
LAX Gateway		1	CA		IND		15,960		—		26,814		425		—		27,239		27,239		3,093		2004		5-40
Los Nietos Business Center SG		4	CA		IND		7,504		2,488		7,751		1,103		2,488		8,854		11,342		1,635		2001		5-40
International Multifoods		1	CA		IND		—		1,613		4,879		1,751		1,613		6,630		8,243		1,910		1993		5-40
NDP — Los Angeles		6	CA		IND		—		5,948		17,844		4,879		5,948		22,723		28,671		5,520		1998		5-40
Normandie Industrial		1	CA		IND		—		2,398		7,491		3,095		2,398		10,586		12,984		2,370		2000		5-40
Northpointe Commerce		2	CA		IND		—		1,773		5,358		788		1,773		6,146		7,919		1,646		1993		5-40
Pioneer-Alburtis		5	CA		IND		7,821		2,422		7,166		1,302		2,422		8,468		10,890		1,645		2001		5-40
Park One at LAX, LLC		0	CA		IND		—		75,000		431		67		75,000		498		75,498		64		2002		5-40

S-2

AMB PROPERTY, L.P.
SCHEDULE III
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2006
												Costs
								Initial Cost to Company				Capitalized		Gross Amount Carried at12/31/06								Year of
	No of									Building &		Subsequent to				Building &		Total Costs		Accumulated		Construction/		Depreciable Life
Property	Bldgs		Location	Type		Encumbrances(3)		Land		Improvements		Acquisition		Land		Improvements		(1)(2)		Depreciation(4)		Acquisition		(Years)
	(In thousands, except number of buildings)
Slauson Dist. Ctr. AMBPTNII		8	CA		IND		24,706		7,806		23,552		6,163		7,806		29,715		37,521		5,307		2000		5-40
Spinnaker Logistics		1	CA		IND		12,934		12,198		17,276		1,737		12,198		19,013		31,211		417		2004		5-40
AMB Starboard Distribution Ctr		1	CA		IND		—		19,683		17,387		2,069		19,683		19,456		39,139		1,160		2005		5-40
Sunset Dist. Center		3	CA		IND		13,725		13,360		2,765		10,022		13,360		12,787		26,147		1,311		2002		5-40
Systematics		1	CA		IND		—		911		2,773		711		911		3,484		4,395		1,161		1993		5-40
Torrance Commerce Center		6	CA		IND		—		2,045		6,136		1,604		2,045		7,740		9,785		2,281		1998		5-40
AMB Triton Distribution Center		1	CA		IND		9,700		6,856		7,135		1,243		6,856		8,378		15,234		351		2005		5-40
Van Nuys Airport Industrial		4	CA		IND		—		9,393		8,641		15,714		9,393		24,355		33,748		5,463		2000		5-40
Walnut Drive		1	CA		IND		—		964		2,918		814		964		3,732		4,696		1,065		1997		5-40
Watson Industrial Center AFdII		1	CA		IND		4,270		1,713		5,321		1,378		1,713		6,699		8,412		1,252		2001		5-40
Wilmington Avenue Warehouse		2	CA		IND		—		3,849		11,605		4,525		3,849		16,130		19,979		4,284		1999		5-40
Miami
Beacon Centre		18	FL		IND		65,798		31,704		96,681		26,393		31,704		123,074		154,778		24,905		2000		5-40
Beacon Centre — Headlands		1	FL		IND		—		2,523		7,669		1,288		2,523		8,957		11,480		1,637		2000		5-40
Beacon Industrial Park		8	FL		IND		—		10,105		31,437		9,388		10,105		40,825		50,930		9,881		1996		5-40
Beacon Lakes		1	FL		IND		7,544		1,689		8,133		878		1,689		9,011		10,700		822		2002		5-40
Blue Lagoon Business Park		2	FL		IND		—		4,945		14,875		2,439		4,945		17,314		22,259		4,486		1996		5-40
Cobia Distribution Center		2	FL		IND		7,800		1,792		5,950		2,292		1,792		8,242		10,034		534		2004		5-40
Dolphin Distribution Center		1	FL		IND		2,819		1,581		3,602		1,652		1,581		5,254		6,835		295		2003		5-40
Gratigny Distribution Center		1	FL		IND		3,766		1,551		2,380		1,306		1,551		3,686		5,237		513		2003		5-40
Marlin Distribution Center		1	FL		IND		—		1,076		2,169		931		1,076		3,100		4,176		408		2003		5-40
Miami Airport Business Center		6	FL		IND		—		6,400		19,634		5,068		6,400		24,702		31,102		4,956		1999		5-40
Panther Distribution Center		1	FL		IND		3,865		1,840		3,252		1,391		1,840		4,643		6,483		482		2003		5-40
Sunrise Industrial		3	FL		IND		7,415		4,573		17,088		2,155		4,573		19,243		23,816		3,104		1998		5-40
Tarpon Distribution Center		1	FL		IND		3,008		884		3,914		531		884		4,445		5,329		450		2004		5-40
No. New Jersey/New York City
AMB Meadowlands Park		8	NJ		IND		—		5,449		14,458		4,975		5,449		19,433		24,882		4,253		2000		5-40
Dellamor		8	NJ		IND		13,662		12,061		11,577		2,674		12,061		14,251		26,312		2,084		2002		5-40
Docks Corner SG (Phase II)		1	NJ		IND		34,068		13,672		22,516		20,624		13,672		43,140		56,812		7,672		2001		5-40
Fairfalls Portfolio		28	NJ		IND		32,984		20,381		45,038		6,351		20,381		51,389		71,770		5,121		2004		5-40
Fairmeadows Portfolio		20	NJ		IND		30,058		22,932		35,522		7,935		22,932		43,457		66,389		4,437		2003		5-40
Jamesburg Road Corporate Park		3	NJ		IND		20,605		11,700		35,101		6,141		11,700		41,242		52,942		11,070		1998		5-40
JFK Air Cargo		15	NY		IND		—		16,944		45,694		8,664		16,944		54,358		71,302		11,696		2000		5-40
JFK Airport Park		1	NY		IND		—		2,350		7,251		1,240		2,350		8,491		10,841		1,798		2000		5-40
AMB JFK Airgate Center		4	NY		IND		12,770		5,980		26,393		2,570		5,980		28,963		34,943		2,070		2005		5-40
Linden Industrial		1	NJ		IND		—		900		2,753		1,617		900		4,370		5,270		1,057		1999		5-40
Mahwah Corporate Center		4	NJ		IND		—		7,068		22,086		5,886		7,068		27,972		35,040		5,604		1998		5-40
Mooncreek Distribution Center		1	NJ		IND		—		2,958		7,924		166		2,958		8,090		11,048		662		2004		5-40

S-3

AMB PROPERTY, L.P.
SCHEDULE III
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2006
												Costs
								Initial Cost to Company				Capitalized		Gross Amount Carried at12/31/06								Year of
	No of									Building &		Subsequent to				Building &		Total Costs		Accumulated		Construction/		Depreciable Life
Property	Bldgs		Location	Type		Encumbrances(3)		Land		Improvements		Acquisition		Land		Improvements		(1)(2)		Depreciation(4)		Acquisition		(Years)
	(In thousands, except number of buildings)
Meadowlands ALFII		3	NJ		IND		11,510		5,210		10,272		2,457		5,210		12,729		17,939		2,624		2001		5-40
Meadowlands Cross Dock		1	NJ		IND		—		1,110		3,485		1,102		1,110		4,587		5,697		1,187		2000		5-40
Meadow Lane		1	NJ		IND		—		838		2,594		773		838		3,367		4,205		702		1999		5-40
Moonachie Industrial		2	NJ		IND		5,154		2,731		5,228		711		2,731		5,939		8,670		1,036		2001		5-40
Murray Hill Parkway		2	NJ		IND		—		1,670		2,568		5,605		1,670		8,173		9,843		3,117		1999		5-40
Newark Airport I & II		2	NJ		IND		3,347		1,755		5,400		656		1,755		6,056		7,811		1,385		2000		5-40
Orchard Hill		1	NJ		IND		1,504		1,212		1,411		642		1,212		2,053		3,265		242		2002		5-40
AMB Pointview Dist. Ctr		1	NJ		IND		12,217		4,693		12,355		539		4,693		12,894		17,587		563		2005		5-40
Porete Avenue Warehouse		1	NJ		IND		—		4,067		12,202		5,081		4,067		17,283		21,350		4,391		1998		5-40
Skyland Crossdock		1	NJ		IND		—		—		7,250		714		—		7,964		7,964		970		2002		5-40
Teterboro Meadowlands 15		1	NJ		IND		9,189		4,961		9,618		6,838		4,961		16,456		21,417		2,953		2001		5-40
AMB Tri-Port Distribution Ctr		1	NJ		IND		—		25,672		19,852		729		25,672		20,581		46,253		1,564		2004		5-40
Two South Middlesex		1	NJ		IND		—		2,247		6,781		2,354		2,247		9,135		11,382		2,627		1995		5-40
On-Tarmac
AMB BWI Cargo Center E		1	MD		IND		—		—		6,367		200		—		6,567		6,567		2,157		2000		5-19
AMB DFW Cargo Center East		3	TX		IND		5,678		—		20,632		1,291		—		21,923		21,923		5,176		2000		5-26
AMB DAY Cargo Center		5	OH		IND		6,265		—		7,163		554		—		7,717		7,717		2,264		2000		5-23
AMB DFW Cargo Center 1		1	TX		IND		—		—		34,199		724		—		34,923		34,923		1,334		2005		5-32
AMB DFW Cargo Center 2		1	TX		IND		—		—		4,286		14,703		—		18,989		18,989		3,721		1999		5-39
AMB IAD Cargo Center 5		1	VA		IND		—		—		38,840		804		—		39,644		39,644		11,723		2002		5-15
AMB JAX Cargo Center		1	FL		IND		—		—		3,029		226		—		3,255		3,255		859		2000		5-22
AMB JFK Cargo Center 7577		2	NJ		IND		—		—		30,965		6,503		—		37,468		37,468		12,917		2002		5-13
AMB LAS Cargo Center 15		4	NV		IND		—		—		19,721		1,560		—		21,281		21,281		3,026		2003		5-33
AMB LAX Cargo Center		3	CA		IND		6,454		—		13,445		782		—		14,227		14,227		3,940		2000		5-22
AMB MCI Cargo Center 1		1	MO		IND		4,215		—		5,793		437		—		6,230		6,230		2,115		2000		5-18
AMB MCI Cargo Center 2		1	MO		IND		8,485		—		8,134		180		—		8,314		8,314		1,836		2000		5-27
AMB PHL Cargo Center C2		1	PA		IND		—		—		9,716		2,438		—		12,154		12,154		4,068		2000		5-27
AMB PDX Cargo Center Airtrans		2	OR		IND		—		—		9,207		2,018		—		11,225		11,225		2,187		1999		5-28
AMB RNO Cargo Center 1011		2	NV		IND		—		—		6,014		302		—		6,316		6,316		1,129		2003		5-23
AMB SEA Cargo Center North		2	WA		IND		3,771		—		15,594		570		—		16,164		16,164		3,764		2000		5-27
AMB SEA Cargo Center South		1	WA		IND		—		—		3,056		363		—		3,419		3,419		1,519		2000		5-14
San Francisco Bay Area
Acer Distribution Center		1	CA		IND		—		3,146		9,479		3,162		3,146		12,641		15,787		3,941		1998		5-40
Albrae Business Center		1	CA		IND		7,331		6,299		6,227		1,189		6,299		7,416		13,715		1,222		2001		5-40
Alvarado Business Center SG		5	CA		IND		22,560		6,328		26,671		10,620		6,328		37,291		43,619		6,551		2001		5-40
Brennan Distribution		1	CA		IND		3,448		3,683		3,022		2,193		3,683		5,215		8,898		1,599		2001		5-40
Central Bay		2	CA		IND		6,571		3,896		7,400		1,903		3,896		9,303		13,199		2,068		2001		5-40
Component Drive Ind Port		3	CA		IND		—		12,688		6,974		2,028		12,688		9,002		21,690		1,766		2001		5-40

S-4

AMB PROPERTY, L.P.
SCHEDULE III
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2006
												Costs
								Initial Cost to Company				Capitalized		Gross Amount Carried at12/31/06								Year of
	No of									Building &		Subsequent to				Building &		Total Costs		Accumulated		Construction/		Depreciable Life
Property	Bldgs		Location	Type		Encumbrances(3)		Land		Improvements		Acquisition		Land		Improvements		(1)(2)		Depreciation(4)		Acquisition		(Years)
	(In thousands, except number of buildings)
Dado Distribution		1	CA		IND		—		7,221		3,739		2,520		7,221		6,259		13,480		1,217		2001		5-40
Doolittle Distribution Center		1	CA		IND		—		2,644		8,014		1,522		2,644		9,536		12,180		2,030		2000		5-40
Dowe Industrial Center		2	CA		IND		—		2,665		8,034		2,537		2,665		10,571		13,236		3,023		1991		5-40
East Bay Whipple		1	CA		IND		6,497		5,333		8,126		1,697		5,333		9,823		15,156		1,735		2001		5-40
East Bay Doolittle		1	CA		IND		—		7,128		11,023		3,051		7,128		14,074		21,202		2,783		2001		5-40
Edgewater Industrial Center		1	CA		IND		—		4,038		15,113		5,574		4,038		20,687		24,725		4,995		2000		5-40
East Grand Airfreight		2	CA		IND		3,789		5,093		4,190		816		5,093		5,006		10,099		639		2003		5-40
Fairway Drive Ind SGP		4	CA		IND		11,546		4,204		13,949		3,496		4,204		17,445		21,649		3,009		2001		5-40
Junction Industrial Park		4	CA		IND		—		7,875		23,975		4,377		7,875		28,352		36,227		6,651		1999		5-40
Laurelwood Drive		2	CA		IND		—		2,750		8,538		958		2,750		9,496		12,246		2,238		1997		5-40
Lawrence SSF		1	CA		IND		—		2,870		5,521		1,269		2,870		6,790		9,660		1,491		2001		5-40
Marina Business Park		2	CA		IND		—		3,280		4,316		447		3,280		4,763		8,043		608		2002		5-40
Martin/Scott Ind Port		2	CA		IND		—		9,052		5,309		952		9,052		6,261		15,313		979		2001		5-40
MBC Industrial		4	CA		IND		—		5,892		17,716		3,881		5,892		21,597		27,489		6,065		1996		5-40
Milmont Page SGP		3	CA		IND		10,780		3,420		10,600		3,356		3,420		13,956		17,376		2,391		2001		5-40
Moffett Distribution		7	CA		IND		15,856		26,916		11,277		2,875		26,916		14,152		41,068		2,725		2001		5-40
Moffett Park / Bordeaux R&D		4	CA		IND		—		—		—		3,801		—		3,801		3,801		2,557		1996		5-40
Moffett Park R&D Portfolio		10	CA		IND		—		14,805		44,462		12,458		14,805		56,920		71,725		17,744		1996		5-40
Pacific Business Center		2	CA		IND		—		5,417		16,291		4,519		5,417		20,810		26,227		6,174		1993		5-40
Pardee Drive SG		1	CA		IND		1,443		619		1,880		284		619		2,164		2,783		354		2001		5-40
South Bay Brokaw		3	CA		IND		—		4,372		13,154		3,218		4,372		16,372		20,744		4,769		1995		5-40
South Bay Junction		2	CA		IND		—		3,464		10,424		1,099		3,464		11,523		14,987		3,089		1995		5-40
South Bay Lundy		2	CA		IND		—		5,497		16,542		2,787		5,497		19,329		24,826		5,417		1995		5-40
South Bay Osgood		1	CA		IND		—		1,659		4,992		1,537		1,659		6,529		8,188		1,787		1995		5-40
Silicon Valley R&D		5	CA		IND		—		6,700		20,186		11,877		6,700		32,063		38,763		10,434		1997		5-40
Utah Airfreight		1	CA		IND		16,234		18,753		8,381		1,759		18,753		10,140		28,893		1,565		2003		5-40
Wiegman Road		1	CA		IND		—		1,563		4,688		1,670		1,563		6,358		7,921		2,044		1997		5-40
Willow Park Industrial		21	CA		IND		—		25,590		76,771		20,408		25,590		97,179		122,769		26,189		1998		5-40
Williams & Burroughs AMB PrtII		4	CA		IND		7,468		2,262		6,981		3,406		2,262		10,387		12,649		2,949		2001		5-40
Yosemite Drive		1	CA		IND		—		2,350		7,051		1,546		2,350		8,597		10,947		2,115		1997		5-40
Zanker/Charcot Industrial		5	CA		IND		—		5,282		15,887		4,806		5,282		20,693		25,975		5,633		1992		5-40
Seattle
Black River		1	WA		IND		3,197		1,845		3,559		534		1,845		4,093		5,938		778		2001		5-40
Earlington Business Park		1	WA		IND		3,962		2,766		3,234		1,052		2,766		4,286		7,052		753		2002		5-40
East Valley Warehouse		1	WA		IND		—		6,813		20,511		6,656		6,813		27,167		33,980		7,620		1999		5-40
Harvest Business Park		3	WA		IND		—		2,371		7,153		2,161		2,371		9,314		11,685		2,735		1995		5-40
Kent Centre Corporate Park		4	WA		IND		—		3,042		9,165		3,060		3,042		12,225		15,267		3,282		1995		5-40
Kingsport Industrial Park		7	WA		IND		—		7,919		23,812		7,195		7,919		31,007		38,926		8,849		1992		5-40

S-5

AMB PROPERTY, L.P.
SCHEDULE III
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2006
												Costs
								Initial Cost to Company				Capitalized		Gross Amount Carried at12/31/06								Year of
	No of									Building &		Subsequent to				Building &		Total Costs		Accumulated		Construction/		Depreciable Life
Property	Bldgs		Location	Type		Encumbrances(3)		Land		Improvements		Acquisition		Land		Improvements		(1)(2)		Depreciation(4)		Acquisition		(Years)
	(In thousands, except number of buildings)
NDP — Seattle		4	WA		IND		11,206		3,992		11,773		1,404		3,992		13,177		17,169		1,783		2002		5-40
Northwest Distribution Center		3	WA		IND		—		3,533		10,751		2,010		3,533		12,761		16,294		3,494		1992		5-40
AMB Portside Distribution Cent		1	WA		IND		—		9,964		14,421		4,707		9,964		19,128		29,092		990		2005		5-40
Puget Sound Airfreight		1	WA		IND		—		1,329		1,830		426		1,329		2,256		3,585		424		2002		5-40
Renton Northwest Corp. Park		6	WA		IND		22,990		25,959		14,792		1,922		25,959		16,714		42,673		2,132		2002		5-40
SEA Logistics Center 2		3	WA		IND		14,031		11,481		24,496		485		11,481		24,981		36,462		2,293		2003		5-40
AMB Sumner Landing		1	WA		IND		—		6,937		17,577		3,056		6,937		20,633		27,570		1,425		2005		5-40
Trans-Pacific Industrial Park		11	WA		IND		48,600		31,675		42,210		9,516		31,675		51,726		83,401		5,459		2003		5-40
Non U.S. Target Markets
AMB Capronilaan		1	The Netherlands		IND		22,260		8,769		14,675		2,403		9,497		16,350		25,847		1,418		2004		5-40
AMB CDG Cargo Center SAS		1	France		IND		20,403		—		38,870		2,353		—		41,223		41,223		2,806		2004		8-38
AMB Schiphol Dist Center		1	The Netherlands		IND		9,655		6,258		9,490		84		6,258		9,574		15,832		701		2004		5-40
Koolhovenlaan 1&2		2	The Netherlands		IND		10,256		4,371		7,412		506		4,551		7,738		12,289		459		2005		4-40
AMB Isle d’Abeau Logistics Park Bldg B		1	Lyon		IND		18,479		3,774		14,367		1,809		4,133		15,817		19,950		893		2005		5-40
Frankfurt Logistic Center		1	Germany		IND		23,316		—		19,875		5,250		—		25,125		25,125		1,620		2003		37-40
Paris Nord Distribution I		1	France		IND		—		2,864		4,723		2,606		3,743		6,450		10,193		693		2002		5-40
Paris Nord Distribution II		1	France		IND		—		1,697		5,127		4,034		2,191		8,667		10,858		1,217		2002		5-40
Bourget Industrial		1	France		IND		33,077		10,058		23,843		2,769		10,864		25,806		36,670		2,004		2003		5-38
Port of Rotterdam		1	The Netherlands		IND		3,689		—		5,660		428		—		6,088		6,088		263		2005		4-40
Port of Hamburg 2, 3, 5		3	Germany		IND		18,987		—		34,218		4,360		—		38,578		38,578		1,564		2005		2-28
AMB LG Roissy Mesnil SAS		1	France		IND		310		124		537		54		124		591		715		3		2006		2-40
AMB LG Roissy Santal SAS		1	France		IND		2,851		1,396		3,227		143		1,396		3,370		4,766		91		2006		2-40
AMB LG Roissy Saturne SAS		1	France		IND		2,957		1,666		3,894		151		1,666		4,045		5,711		79		2006		4-40
AMB LG Roissy Scandy SAS		1	France		IND		3,867		1,870		4,325		157		1,870		4,482		6,352		115		2006		2-40
AMB LG Roissy Scipion SAS		1	France		IND		2,006		844		3,597		141		844		3,738		4,582		81		2006		2-40
AMB LG Roissy Segur SAS		1	France		IND		9,655		4,583		11,444		237		4,583		11,681		16,264		224		2006		5-40
AMB LG Roissy Sepia SAS		1	France		IND		4,052		2,162		4,594		651		2,162		5,245		7,407		97		2006		6-40
AMB LG Roissy Seringa SAS		1	France		IND		2,653		1,126		3,483		250		1,126		3,733		4,859		79		2006		3-40
AMB LG Roissy Signac SAS		1	France		IND		4,785		2,106		5,228		166		2,106		5,394		7,500		117		2006		3-40
AMB LG Roissy Sisley SAS		1	France		IND		6,349		2,883		6,942		425		2,883		7,367		10,250		136		2006		5-40
AMB LG Roissy Soliflore SAS		1	France		IND		2,178		752		3,248		138		752		3,386		4,138		77		2006		2-40
AMB LG Roissy Sonate SAS		1	France		IND		7,477		4,121		9,745		291		4,121		10,036		14,157		241		2006		2-40
AMB LG Roissy Sorbiers SAS		1	France		IND		3,524		1,124		4,853		155		1,124		5,008		6,132		150		2006		2-40
AMB LG Roissy Storland SAS		1	France		IND		1,346		479		2,109		226		479		2,335		2,814		42		2006		2-40
AMB LG Roissy Symphonie SAS		1	France		IND		3,933		1,930		4,463		158		1,930		4,621		6,551		125		2006		2-40
AMB Eemhaven Distribution Center B.V		1	The Netherlands		IND		—		—		23,588		1,399		—		24,987		24,987		9		2006		5-33

S-6

AMB PROPERTY, L.P.
SCHEDULE III
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2006
													Costs
									Initial Cost to Company				Capitalized		Gross Amount Carried at12/31/06								Year of
	No of										Building &		Subsequent to				Building &		Total Costs		Accumulated		Construction/		Depreciable Life
Property	Bldgs		Location	Type		Encumbrances(3)		��	Land		Improvements		Acquisition		Land		Improvements		(1)(2)		Depreciation(4)		Acquisition		(Years)
	(In thousands, except number of buildings)
AMB Hordijk Distribution Center B.V		1	The Netherlands		IND		—			—		12,349		4		—		12,353		12,353		54		2006		5-40
SCI AMB France Givaudan DC		1	France		IND		—			1,037		4,323		—		1,037		4,323		5,360		51		2006		5-40
AMB Port of Hamburg 4, 6-8 BV		4	Germany		IND		39,284			—		51,359		81		—		51,440		51,440		2,116		2006		2-28
AMB Jiuting DC		1	Shanghai		IND		—			—		6,302		—		—		6,302		6,302		501		2005		2-40
Corregidora Distribution Center		1	Mexico		IND		—			798		3,662		9		798		3,671		4,469		50		2006		10-40
U.S. Other Target Markets
MET PHASE 1 95, LTD		4	TX		IND		—			10,968		14,554		2,677		10,968		17,231		28,199		1,346		1995		5-40
MET 4/12, LTD		1	TX		IND		—			—		18,390		2,678		—		21,068		21,068		8,067		1997		5-40
TechRidge Bldg 4.3B (Phase IV)		1	TX		IND		8,000			4,020		9,185		114		4,020		9,299		13,319		62		2006		5-40
TechRidge Phase II		1	TX		IND		10,588			7,261		13,484		234		7,261		13,718		20,979		1,976		2001		5-40
TechRidge Phase IIIA Bldg. 4.1		1	TX		IND		9,200			3,143		12,087		13		3,143		12,100		15,243		1,353		2004		5-40
Beltway Distribution		1	MD		IND		—			4,800		15,159		6,298		4,800		21,457		26,257		5,508		1999		5-40
B.W.I.P		2	MD		IND		—			2,258		5,149		1,219		2,258		6,368		8,626		921		2002		5-40
Columbia Business Center		9	MD		IND		—			3,856		11,736		5,001		3,856		16,737		20,593		4,582		1999		5-40
Corridor Industrial		1	MD		IND		2,260			996		3,019		382		996		3,401		4,397		774		1999		5-40
Crysen Industrial		1	MD		IND		—			1,425		4,275		1,267		1,425		5,542		6,967		1,640		1998		5-40
Dulles Commerce Center		3	MD		IND		—			3,694		12,547		1,341		3,694		13,888		17,582		497		2003		5-40
Gateway Commerce Center		5	MD		IND		—			4,083		12,336		2,568		4,083		14,904		18,987		3,593		1999		5-40
AMB Granite Hill Dist. Center		2	MD		IND		—			4,653		6,407		319		4,653		6,726		11,379		193		2006		5-40
Greenwood Industrial		3	MD		IND		—			4,729		14,188		4,053		4,729		18,241		22,970		4,712		1998		5-40
Meadowridge Industrial		3	MD		IND		—			3,716		11,147		958		3,716		12,105		15,821		2,786		1998		5-40
Oakland Ridge Ind Ctr I		1	MD		IND		1,769			797		2,466		1,160		797		3,626		4,423		1,153		1999		5-40
Oakland Ridge Ind Ctr II		1	MD		IND		2,269			839		2,557		1,411		839		3,968		4,807		1,436		1999		5-40
Oakland Ridge Ind Ctr V		4	MD		IND		—			—		6,740		3,032		—		9,772		9,772		3,455		1999		5-40
Patuxent Range Road		2	MD		IND		—			1,696		5,127		1,265		1,696		6,392		8,088		1,806		1997		5-40
Preston Court		1	MD		IND		—			2,313		7,192		1,073		2,313		8,265		10,578		2,056		1997		5-40
Boston Industrial		17	MA		IND		6,475			16,329		50,856		20,516		16,329		71,372		87,701		21,612		1998		5-40
Cabot Business Park		12	MA		IND		—			15,398		42,288		10,484		15,398		52,772		68,170		14,458		1997		5-40
Cabot BP Land (KYDJ)		1	MA		IND		—			863		6,918		3,035		863		9,953		10,816		3,585		1998		5-40
Cabot Business Park SGP		3	MA		IND		15,525			6,253		18,747		1,872		6,253		20,619		26,872		2,634		2002		5-40
Patriot Dist. Center		1	MA		IND		11,844			4,164		22,603		1,249		4,164		23,852		28,016		1,534		2003		5-40
Somerville Distribution Center		1	MA		IND		—			5,221		13,208		1,714		5,221		14,922		20,143		1,107		2004		5-40
AMB Blue Water		1	MN		IND		—			1,905		6,312		—		1,905		6,312		8,217		63		2006		5-40
Braemar Business Center		2	MN		IND		—			1,566		4,613		1,551		1,566		6,164		7,730		1,878		1998		5-40
Burnsville Business Center		1	MN		IND		—			932		2,796		1,566		932		4,362		5,294		1,617		1998		5-40
Corporate Square Industrial		6	MN		IND		—			4,024		12,113		4,335		4,024		16,448		20,472		5,249		1996		5-40
AMB Industrial Park Bus. Ctr		1	MN		IND		3,212			1,648		4,187		8		1,648		4,195		5,843		309		2004		5-40

S-7

AMB PROPERTY, L.P.
SCHEDULE III
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2006
													Costs
								Initial Cost to Company					Capitalized		Gross Amount Carried at12/31/06								Year of
	No of									Building &			Subsequent to				Building &		Total Costs		Accumulated		Construction/		Depreciable Life
Property	Bldgs		Location	Type		Encumbrances(3)		Land		Improvements			Acquisition		Land		Improvements		(1)(2)		Depreciation(4)		Acquisition		(Years)
	(In thousands, except number of buildings)
Minneapolis Distribution Port		3	MN		IND		—		4,052		13,375			4,611		4,052		17,986		22,038		4,840		1994		5-40
Mendota Heights Gateway Common		1	MN		IND		—		1,367		4,565			2,833		1,367		7,398		8,765		2,987		1997		5-40
Minneapolis Industrial Port IV		4	MN		IND		—		4,938		14,854			3,628		4,938		18,482		23,420		5,517		1994		5-40
AMB Northpoint Indust. Center		3	MN		IND		6,245		2,769		8,087			115		2,769		8,202		10,971		751		2004		5-40
Penn James Warehouse		2	MN		IND		—		1,991		6,013			1,888		1,991		7,901		9,892		2,346		1996		5-40
Round Lake Business Center		1	MN		IND		—		875		2,625			863		875		3,488		4,363		1,076		1998		5-40
AMB Shady Oak Indust. Center		1	MN		IND		1,745		897		1,795			248		897		2,043		2,940		237		2004		5-40
Twin Cities		2	MN		IND		—		4,873		14,638			7,989		4,873		22,627		27,500		7,436		1995		5-40
Chancellor		1	FL		IND		—		1,587		3,759			3,622		1,587		7,381		8,968		1,249		1996		5-40
Chancellor Square		3	FL		IND		13,929		2,009		6,106			5,576		2,009		11,682		13,691		3,558		1998		5-40
Presidents Drive		6	FL		IND		—		5,770		17,655			4,785		5,770		22,440		28,210		6,111		1997		5-40
Sand Lake Service Center		6	FL		IND		—		3,483		10,585			5,152		3,483		15,737		19,220		4,876		1998		5-40
Other U.S. Non-Target Markets
Janitrol		1	OH		IND		—		1,797		4,605	(1)		369		1,797		4,974		6,771		1,442		1997		5-40
Elmwood Distribution		5	LA		IND		—		4,163		12,488			5,391		4,152		17,890		22,042		2,742		1998		5-40
Total		820				$	1,302,921	$	1,347,480	$	3,266,466		$	775,651	$	1,351,123	$	4,038,474	$	5,389,597	$	789,693

(1) The Company recognized an impairment loss of approximately $1.0 million during the year ended December 31, 2006 as a result of leasing activities and changes in the economic environment.

S-8

			2006			2005			2004
(1	)	Reconciliation of total cost to consolidated balance sheet caption as of December 31, 2006:
		Total per Schedule III(5)	$	5,389,597		$	5,800,788		$	5,814,767
		Construction in process		1,186,136			997,506			711,377
		Total investments in properties	$	6,575,733		$	6,798,294		$	6,526,144
(2	)	Aggregate cost for federal income tax purposes of investments in real estate	$	6,297,448		$	6,468,360		$	6,263,171
(3	)	Reconciliation of total debt to consolidated balance sheet caption as of December 31, 2006:
		Total per Schedule III	$	1,302,921		$	1,598,919		$	1,828,864
		Debt on properties held for divestiture		22,919			—			27,481
		Debt on development properties		63,170			301,623			25,413
		Unamortized premiums		6,344			11,984			10,766
		Total debt	$	1,395,354		$	1,912,526		$	1,892,524
(4	)	Reconciliation of accumulated depreciation to consolidated balance sheet caption as of December 31, 2006:
		Total per Schedule III	$	789,693		$	693,324		$	614,084
		Accumulated depreciation on properties under renovation		—			4,064			1,562
		Total accumulated depreciation	$	789,693		$	697,388		$	615,646
(5	)	A summary of activity for real estate and accumulated depreciation for the year ended December 31, 2006 is as follows:
		Investments in Properties:
		Balance at beginning of year	$	6,798,294		$	6,526,144		$	5,491,707
		Acquisition of properties		669,771			505,127			687,072
		Improvements, including development properties		442,922			496,623			618,188
		Deconsolidation of AMB Institutional Alliance Fund III, L.P.		(743,323	)		—			—
		Asset impairment		(6,312	)		—			—
		Divestiture of properties		(478,545	)		(770,869	)		(185,564	)
		Adjustment for properties held for divestiture		(107,074	)	��	41,269			(85,259	)
		Balance at end of year	$	6,575,733		$	6,798,294		$	6,526,144
		Accumulated Depreciation:
		Balance at beginning of year	$	697,388		$	615,646		$	485,559
		Depreciation expense, including discontinued operations		127,199			168,869			163,316
		Properties divested		(37,391	)		(95,371	)		(23,559	)
		Adjustment for properties held for divestiture		2,497			8,244			(9,670	)
		Balance at end of year	$	789,693		$	697,388		$	615,646

S-9

AMB JAPAN FUND I, L.P.

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2006 AND 2005

S-10

Report of Independent Registered Public Accounting Firm

To the Partners of
AMB Japan Fund I, L.P.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of partners’ capital and of cash flows present fairly, in all material respects, the financial position of AMB Japan Fund I, L.P. and its subsidiaries at December 31, 2006 and 2005, and the results of their operations and their cash flows for the year ended December 31, 2006 and the period from Inception (June 30, 2005) to December 31, 2005 in conformity with accounting principles generally accepted in the United States of America (denominated in Yen). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
February 12, 2007

S-11

AMB JAPAN FUND I, L.P.

CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2006 AND 2005

	2006			2005
	(Yen in thousands)
ASSETS
Investments in real estate:
Land	¥	29,132,520		¥	3,247,793
Buildings and improvements		42,574,173			11,223,394
Total investments in real estate		71,706,693			14,471,187
Accumulated depreciation and amortization		(757,753	)		(204,437	)
Net investments in real estate		70,948,940			14,266,750
Cash and cash equivalents		3,030,454			1,488,353
Restricted cash		5,099,538			3,142,163
Deferred financing costs, net		547,277			1,009
Accounts receivable and other assets		648,517			114,751
Total assets	¥	80,274,726		¥	19,013,026
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Mortgage loan payable	¥	2,705,495		¥	2,711,494
Bonds payable		38,550,556			3,389,367
Secured loans payable		12,385,000			2,600,000
Net payables to affiliates		71,430			2,815,703
Accounts payable and other liabilities		1,192,553			373,113
Distributions payable		1,021,381			367,020
Security deposits		1,713,593			225,761
Total liabilities		57,640,008			12,482,458
Commitments and contingencies (Note 9)
Minority interests		5,785,959			1,182,563
Partners’ Capital:
AMB Japan Investments, LLC (general partner)		168,487			53,480
Limited partners’ capital		16,680,272			5,294,525
Total partners’ capital		16,848,759			5,348,005
Total liabilities and partners’ capital	¥	80,274,726		¥	19,013,026

The accompanying notes are an integral part of these consolidated financial statements.

S-12

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) to
	2006			December 31, 2005
	(Yen in thousands)
RENTAL REVENUES	¥	2,243,976		¥	738,648
COSTS AND EXPENSES
Property operating costs		266,781			91,000
Real estate taxes and insurance		326,813			115,089
Depreciation and amortization		553,538			204,436
General and administrative		171,112			79,717
Total costs and expenses		1,318,244			490,242
Operating income		925,732			248,406
OTHER INCOME AND EXPENSES
Interest and other income		294			4
Interest, including amortization		(615,868	)		(99,376	)
Total other income and expenses		(615,574	)		(99,372	)
Income before minority interests and taxes		310,158			149,034
Income and withholding taxes		(33,429	)		(26,135	)
Minority interest share of income		(64,795	)		(27,390	)
Net income		211,934			95,509
Priority distributions to AMB Japan Investments, LLC		(654,361	)		(367,020	)
Net loss available to partners	¥	(442,427	)	¥	(271,511	)

The accompanying notes are an integral part of these consolidated financial statements.

S-13

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		¥	5,750,000
Net income (loss)		364,305			(268,796	)		95,509
Fund 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			5,348,005
Contributions		119,596			11,840,000			11,959,596
Net income (loss)		649,937			(438,003	)		211,934
Fund 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

The accompanying notes are an integral part of these consolidated financial statements.

S-14

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) to
	2006			December 31, 2005
	(Yen in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	¥	211,934		¥	95,509
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		553,538			204,436
Straight-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			27,390
Changes in assets and liabilities:
Accounts receivable and other assets		(82,749	)		101,151
Restricted cash		(442,060	)		—
Accounts payable and other liabilities		(488,927	)		103,813
Security deposits		115,045			(7,159	)
Net cash (used in) provided by operating activities		(147,797	)		478,554
CASH FLOWS FROM INVESTING ACTIVITIES
Debt 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 ACTIVITIES
Contributions from limited partners		11,840,000			5,692,490
Contributions from minority interest partners		359,891			1,931
Borrowings on secured loan		9,785,000			2,600,000
Payments 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			8,162,124
NET CHANGE IN CASH AND CASH EQUIVALENTS		1,542,101			1,488,353
CASH AND CASH EQUIVALENTS — Beginning of period		1,488,353			—
CASH AND CASH EQUIVALENTS — End of period	¥	3,030,454		¥	1,488,353

The accompanying notes are an integral part of these consolidated financial statements.

S-15

AMB JAPAN FUND I, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006

1.   ORGANIZATION

On May 19, 2005, AMB Japan Investments, LLC (“AMB Japan”) and AMB Property II, L.P. as limited partner, formed AMB Japan Fund I, L.P. (the “Fund”), a Cayman Islands-exempted limited partnership. On June 30, 2005 (“Inception”), 13 institutional investors were admitted as limited partners to the Fund and AMB Property II, L.P. withdrew as a limited partner.

On June 30, 2005, AMB Japan contributed its 80.81 percent indirect equity interest with an agreed value of ¥11.9 billion in two operating properties (the “Properties”), consisting of six industrial buildings aggregating 0.9 million square feet (unaudited) to the Fund in exchange for a one percent general partnership interest in the Fund and ¥5.4 billion in cash. At Inception, the limited partners collectively made cash contributions of ¥5.7 billion to the Fund in exchange for a 99.0 percent collective limited partnership interest in the Fund.

The limited partners have collectively committed ¥49.5 billion in equity to the Fund and AMB Japan, as general partner, has committed ¥0.5 billion in equity to the Fund. In addition, AMB Property Singapore Pte. Ltd. (“AMB Singapore”) has committed ¥11.9 billion in equity to co-invest with the Fund in properties. As of December 31, 2006, the Fund had completed four capital calls totaling ¥17.5 billion from the limited partners and non-cash contributions from the general partner totaling ¥0.2 billion, respectively.

The Fund and AMB Singapore co-invest (80.81 percent and 19.19 percent, respectively) in Singapore private limited companies (“PTEs”) which indirectly own industrial real estate in Japan. The Properties are owned individually in Japanese Tokutei Mokuteki Kaishas (“TMKs”). TMKs are asset-backed entities subject to tax on income net of distributions. Distributions from TMKs to non-residents are subject to local withholding taxes.

As of December 31, 2006, the Fund indirectly owned 80.81 percent of 12 operating buildings aggregating 3.8 million square feet (unaudited). The Properties are located in the following submarkets of Tokyo: Funabashi, Kashiwa, Kawasaki, Narita, Ohta, and Saitama, and a submarket of Osaka: Amagasaki.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation.  These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) in Yen currency. The accompanying consolidated financial statements include the financial position, results of operations, and cash flows of the Fund and the joint ventures in which the Fund has a controlling interest. Third party equity interests in the Fund’s joint ventures are reflected as minority interests in the accompanying consolidated financial statements. All significant intercompany amounts have been eliminated.

Use of Estimates.  The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Functional and Reporting Currency.  The Yen is both the functional and reporting currency for the Fund’s operations. Functional currency is the currency of the primary economic environment in which the Fund operates. Monetary assets and liabilities denominated in currencies other than the Yen are remeasured using the exchange rate at the balance sheet date.

Investments in Real Estate.  Investments in real estate 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. Carrying values for financial reporting purposes are reviewed for impairment on aproperty-by-property basis whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable.

S-16

AMB JAPAN FUND I, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 economic and market conditions and the availability of capital. If impairment analysis assumptions change, then an adjustment to the carrying value of the Fund’s 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 income and is included on the consolidated statements of operations. There were no impairments of the carrying values of its investments in real estate as of December 31, 2006 and 2005.

Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the investments in real estate. The estimated lives are as follows:

Depreciation and Amortization Expense	Estimated Lives
Building and seismic costs	40 years
Parking, plumbing and utility	25 years
Expansions, roof, HVAC and other	20 years
Furniture, fixtures and other	10 years
Signage and common areas	7 years
Painting and other	5 years
Ground lease	Lesser of lease term or 40 years

The initial cost of buildings and improvements includes the purchase price of the property or interest in the property including legal fees and acquisition costs.

Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations or betterments that extend the economic life of assets are capitalized.

The Fund records at acquisition an intangible asset or liability for the value attributable to above- or below-market leases, in-place leases and lease origination costs. At December 31, 2006, the Fund has recorded intangible assets and liabilities in the amounts of ¥111.0 million, ¥816.3 million, and ¥61.9 million for the value attributable to below-market leases, in-place leases, and lease origination costs, respectively, which are included in buildings and improvements in the accompanying consolidated balance sheets. The value attributable to below-market leases is amortized over the average lease term, approximately 3.9 years, and the amortization is included in rental revenues in the accompanying statements of operations. The value attributable to in-place leases and lease origination costs is amortized over the initial lease term, ranging from 3.9 years to 9.9 years, and the amortization expense is included in depreciation and amortization expense in the accompanying statements of operations.

Cash and Cash Equivalents.  Cash and cash equivalents include cash held in financial institutions and other highly liquid short-term investments with original maturities of three months or less.

Restricted Cash.  Restricted cash includes cash reserves required to be held pursuant to Agreements with Chuo Mitsui Trust & Banking Co., Ltd. (“Chuo Mitsui”), JP Morgan Trust Bank, Ltd. (“JP Morgan”), Sumitomo Mitsui Banking Corporation (“SMBC”) and Shinsei Bank, Limited, as well as cash held in escrow under the terms of the Loan Agreement with JP Morgan. Pursuant to these agreements, minimum levels of cash are required to be held as reserves for operating expenses, real estate taxes and insurance reserves, consumption tax and maintenance reserves. Restricted cash also includes cash held directly by the Fund as collateral for a ¥2.6 billion secured loan payable in connection with the Fund’s acquisition of Higashi-Ogijima Distribution Center, which was acquired indirectly by an entity of which the Fund owns 80.81 percent. Upon repayment of this secured loan payable, the cash will become unrestricted.

S-17

AMB JAPAN FUND I, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred Financing Costs.  Costs incurred in connection with financings are capitalized and amortized to interest expense using the effective-interest method over the terms of the related debt. As of December 31, 2006 and 2005, deferred financing costs were ¥547.3 million and ¥1.0 million, respectively, net of accumulated amortization.

Financial Instruments.  SFAS No. 133, Accounting for Derivative Instruments and for Hedging Activities, 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. The Fund’s derivative financial instruments in effect at December 31, 2006 were four interest rate swaps, hedging cash flows of the Fund’s variable rate bonds based on Tokyo Inter-bank Offered Rate (“TIBOR”) plus a margin. Adjustments to the fair value of these instruments for the year ended December 31, 2006 resulted in a loss of ¥7.4 million, net of minority interest. There were no other derivative financial instruments included in accumulated other comprehensive income or loss for the year ended December 31, 2006. There was no impact on accumulated other comprehensive income or loss for the year ended December 31, 2005 as the Fund did not have any derivative financial instruments. This loss is included in accounts payables and other liabilities in the accompanying consolidated balance sheets and other comprehensive income in the accompanying consolidated statements of partners’ capital.

Mortgage and Bond Premiums.  Mortgage and bond premiums represent the excess of the fair value of debt over the principal value of debt assumed in connection with acquisitions. The mortgage and bond premiums are being amortized into interest expense over the term of the related debt instrument using the effective-interest method. As of December 31, 2006 and 2005, the unamortized mortgage and bond premiums were approximately ¥57.4 million and ¥70.9 million, respectively.

Minority Interests.  Minority interests represent a 19.19 percent indirect equity interest in the Properties held by AMB Singapore. Such investments are consolidated because the Fund owns a majority interest and exercises significant control through the ability to control major operating decisions.

Partners’ Capital.  Profits and losses of the Fund are allocated to each of the partners in accordance with the respective partnership agreements as amended. Partner distributions are expected to be made on a semi-annual basis when distributable proceeds are available. Distributions, other than priority distributions (Note 8), are made to each of the partners in accordance with their respective ownership interests at the time of the distribution.

Rental Revenues.  The Fund, as a lessor, retains substantially all of the benefits and risks of ownership of the Properties and accounts for its leases as operating leases. Rental income is recognized on a straight-line basis over the terms of the leases. Reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as revenue in the period that the applicable expenses are incurred. The Fund recorded ¥28.4 million and ¥14.2 million of revenue related to the amortization of lease intangibles for the year ended December 31, 2006 and for the period from Inception to December 31, 2005, respectively. The lease intangibles are being amortized on a straight-line basis over the lease terms.

Concentration of Credit Risk.  There are owners and developers of real estate that compete with the Fund in its trade areas. This results in competition for tenants to occupy space. The existence of competing properties could have a material impact on the Fund’s ability to lease space and on the level of rent that can be achieved. The Fund had five tenants that accounted for 53.0 percent of rental revenues for the year ended December 31, 2006.

Fair Value of Financial Instruments.  The Fund’s financial instruments include a mortgage loan payable, bonds payable and secured loans payable. Based on borrowing rates available to the Fund at December 31, 2006, the estimated fair market value of the financial instruments was ¥53.4 billion.

3.   REAL ESTATE ACQUISITION ACTIVITY

During the year ended December 31, 2006, the Fund acquired an 80.81 percent equity interest in entities that indirectly own four operating properties aggregating 2.6 million square feet (unaudited) from AMB Japan. AMB

S-18

AMB JAPAN FUND I, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Singapore retained 19.19 percent of the equity interest in the same entities. The total aggregate investment cost was approximately ¥57.1 billion, which includes ¥79.7 million closing costs. As of December 31, 2006, the Fund owed AMB Japan ¥56.6 million which represents the unpaid portion of the purchase price (Note 8).

During the period from the Inception to December 31, 2005, the Fund acquired an 80.81 percent equity interest in entities that indirectly own two operating properties, aggregating 0.9 million square feet (unaudited) from AMB Japan. AMB Singapore retained 19.19 percent of the equity interest in the same entities. The total aggregate investment cost was approximately ¥11.9 billion, which includes ¥8.0 million closing costs. As of December 31, 2005, the Fund owed AMB Japan ¥2.6 billion which represents the unpaid portion of the purchase price (Note 8).

During the period from Inception to December 31, 2005, the Fund and AMB Singapore indirectly acquired a five-story 248,214 square feet (unaudited) facility from a third-party seller. The total aggregate investment was approximately ¥2.5 billion which includes approximately ¥150.4 million in closing costs and acquisition fees.

The total purchase price has been allocated as follows (yen in thousands):

			Period from
			Inception to
			December 31,
	December 31, 2006		2005
Land	¥	27,037,638	¥	3,247,793
Buildings and improvements		29,234,337		11,005,346
In-place leases		708,025		108,329
Lease origination costs		—		61,858
Below-market leases		—		(110,951	)
	¥	56,980,000	¥	14,312,375

4.   DEBT

As of December 31, 2006 and 2005, the Fund had one mortgage loan payable totaling ¥2.7 billion, not including an unamortized mortgage premium of approximately ¥25.5 million and ¥31.5 million, respectively. The mortgage loan payable bears interest at a fixed rate of 2.83 percent and matures in 2011.

The mortgage loan payable is collateralized by certain of the Properties and requires interest only payments to be made quarterly until maturity in 2011. In addition, the mortgage loan payable has various covenants such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. Management of the Fund believes that the Fund was in compliance with these covenants as of December 31, 2006 and 2005.

As of December 31, 2006 and 2005, the Fund had one collateralized bond payable totaling ¥3.4 billion, not including an unamortized bond premium of ¥31.9 million and ¥39.4 million, respectively. The bond bears interest at a fixed rate of 2.83 percent and matures in 2011. Principal amortization on this bond begins in June 2007.

If at any such time, the principal outstanding on the ¥3.4 billion bond payable reaches the balance of the principal outstanding on the ¥2.7 billion mortgage loan payable, amortization of principal would then be applied on a pro rata basis of 50.0 percent to the bond payable and 50.0 percent to the mortgage loan payable.

As of December 31, 2006 and 2005, the Fund had four collateralized specified bonds payable totaling ¥35.2 billion and ¥0, respectively. The bonds bear interest at rates per annum equal to the rates of the TIBOR and Yen London Inter-Bank Offer Rate (“LIBOR”) plus a margin ranging from 85 to 155 basis points and mature between 2012 and 2013. To hedge the cash flows of these floating rate borrowings, the Fund purchased interest swaps, which have fixed the interest rates payable on principal amounts totaling ¥31.2 billion at rates ranging from 1.32 percent to 1.60 percent per annum. Including the interest rate swaps, the effective borrowing cost for the ¥35.2 billion bonds is 2.65 percent per annum.

S-19

AMB JAPAN FUND I, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of December 31, 2006 and 2005, the Fund had secured loans payable totaling ¥12.4 billion and ¥2.6 billion, respectively:

(i) The ¥2.6 billion secured loan payable bears interest at a rate per annum equal to TIBOR plus a margin of 20 basis points and matures in August 2007. For the year ended December 31, 2006 and for the period from Inception to December 31, 2005, the interest rate approximated 0.410 percent and 0.263 percent per annum, respectively. The loan payable is secured by a restricted cash balance held directly by the Fund in a cash collateral account.

(ii) The ¥9.8 billion secured loan payable bears interest at a rate per annum equal to LIBOR plus a margin of 75 basis points and matures in April 2008. For the year ended December 31, 2006, the interest rate approximated 1.14 percent per annum. The loan payable is secured by the partners’ capital commitment (“Credit Facility”).

The scheduled principal payments of the Fund’s mortgage payable, bonds payable and secured loans payable as of December 31, 2006 are as follows (yen in thousands):

	Mortgage				Secured
	Loan				Loans
	Payable		Bonds Payable		Payable		Total
2007	¥	—	¥	212,300	¥	2,600,000	¥	2,812,300
2008		—		227,400		9,785,000		10,012,400
2009		—		499,400		—		499,400
2010		—		579,760		—		579,760
2011		2,680,000		3,723,220		—		6,403,220
Thereafter		—		33,276,608		—		33,276,608
Subtotal		2,680,000		38,518,688		12,385,000		53,583,688
Unamortized premiums		25,495		31,868		—		57,363
Total	¥	2,705,495	¥	38,550,556	¥	12,385,000	¥	53,641,051

Except for the secured loan payable of ¥9.8 billion due in 2008 which is held by the Fund, the Fund’s operating properties, mortgage loan payable, bonds payable, and secured loan payable are all held in Japanese TMKs which are special purpose companies (“SPCs”). TMKs are SPCs established under Japanese Asset Liquidation law. As of December 31, 2006, the seven TMKs included in the Fund’s consolidated financial statements are AMB Funabashi Tokorozawa TMK, AMB Higashi-Ogijima TMK, AMB Tokai TMK, AMB Narita 1-1 TMK, AMB Amagasaki TMK, AMB Kashiwa TMK and AMB Funabashi 6 TMK. The Properties owned by AMB Funabashi Tokorozawa TMK collateralize one mortgage loan payable and one bond payable. The secured loan payable held by AMB Higashi-Ogijima TMK is collateralized by cash directly held by the Fund in a cash collateral account. The properties owned by AMB Tokai TMK, AMB Narita 1-1 TMK, AMB Amagasaki TMK and AMB Kashiwa TMK collateralize bonds payable by the respective entities. The creditors of the TMKs do not have recourse to any other assets or revenues of AMB Japan or its affiliated entities. Conversely, the creditors of AMB Japan and its affiliated entities do not have recourse to any of the assets or revenues of the TMKs.

S-20

AMB JAPAN FUND I, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5.   LEASING ACTIVITY

The following is a schedule of minimum future cash rentals on non-cancelable tenant operating leases in effect as of December 31, 2006. The schedule does not reflect future rental revenues from the renewal or replacement of existing leases and excludes property operating expense reimbursements.

	(Yen in thousands)
2007	¥	4,592,530
2008		4,358,963
2009		3,292,245
2010		3,102,076
2011		1,722,689
Thereafter		3,620,633
Total	¥	20,689,136

In addition to minimum rental payments, certain tenants pay reimbursements for their pro rata share of specified operating expenses per their applicable lease agreement, which amounted to ¥115.9 million for the year ended December 31, 2006 and ¥32.1 million for the period from Inception to December 31, 2005. These amounts are included as rental revenues in the accompanying consolidated statement of operations. Some leases contain options to renew.

6.   INCOME AND WITHHOLDING TAXES

The Fund is exempt from all forms of taxation in the Cayman Islands, including income, capital gains, and withholding tax. The foreign countries where the Fund has operations may impose income, withholding, and other direct and indirect taxes under their respective laws. Accordingly, the Fund recognizes income taxes for these jurisdictions in accordance with U.S. GAAP, as necessary. As of December 31, 2006 and 2005, the Fund has accrued a current tax liability of ¥61.3 million and ¥26.1 million, respectively, representing future withholding taxes on distributions from operations in Japan and Singapore. The Fund also accrued a deferred tax asset of ¥34.5 million and ¥0, respectively, as of December 31, 2006 and 2005. These amounts are included in accounts payable and other liabilities and accounts receivables and other assets in the accompanying consolidated balance sheets.

The tax consequences for each partner of the Fund of acquiring, holding, or disposing of partnership interests will depend upon the relevant laws of any jurisdiction to which the partner is subject.

S-21

AMB JAPAN FUND I, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7.   SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

				For the Period
	For the Year			from
	Ended			Inception to
	December 31,			December 31,
	2006			2005
	(Yen in thousands)
Cash paid for interest, net of amounts capitalized	¥	404,487		¥	93,684
Acquisition of properties	¥	56,980,000		¥	14,312,375
Non-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			3,994,653
Debt 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

During the year ended December 31, 2006, AMB Japan contributed its equity interest in five Singapore PTE entities which owned an 80.81 percent indirect interest in four operating properties, aggregating 2.6 million square feet (unaudited) to the Fund. As of December 31, 2006, the Fund has an obligation of ¥56.6 million, payable to AMB Japan, related to the unpaid portion of the contribution value for the Singapore PTE entities, which is included in net payables to affiliates in the accompanying consolidated balance sheets.

During the year ended December 31, 2006, the Fund made debt financed distributions of ¥9.8 billion to AMB Japan related to the unpaid portion of the contributions value for the Singapore PTE entities contributed at Inception and during the year ended December 31, 2006. As of December 31, 2005, ¥2.6 billion was included in net payables to affiliates in the accompanying consolidated balance sheets.

The contribution values of the Singapore PTEs contributed to the Fund at Inception were determined based on estimated fair market values of the net assets of each PTE as of June 30, 2005. Included in the fair market value determination of the Singapore PTE net assets was the fair market value of the Properties. The fair market value of the Properties was determined based on an appraisal conducted by an independent third party. In September 2005, the June 30, 2005 estimated fair market values of the net assets of the PTEs were adjusted to reflect final valuations. The effect of this adjustment resulted in a receivable to the Fund of ¥15.1 million as of December 31, 2005, which is netted against net payables to affiliates in the accompanying consolidated balance sheets.

Pursuant to the Co-Investment Agreement, AMB Singapore has an obligation to contribute 19.19 percent in capital (debt or equity) towards acquisitions of properties. As of December 31, 2005, AMB Singapore had issued unsecured, non-interest bearing loans in the amount of ¥139.2 million to an 80.81 percent controlled subsidiary of the Fund as funding for acquisition of properties. During the year ended December 31, 2006, these loans were converted into equity in this subsidiary of the Fund.

Pursuant to the Amended and Restated Limited Partnership Agreement and the Co-Investment Agreement, AMB Japan receives an acquisition fee equal to 0.9 percent of the Fund’s share of the acquisition cost of properties purchased from third parties. This acquisition fee is reduced by a 0.4 percent acquisition fee AMB Singapore receives of the acquisition cost of properties purchased from third parties who are referred to the Fund by AMB

S-22

AMB JAPAN FUND I, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Singapore. As of December 31, 2006 and 2005, the Fund has recorded acquisition fees of approximately ¥0 and ¥21.8 million, respectively, of which ¥12.1 million was payable to AMB Japan and ¥9.7 million was payable to AMB Singapore related to the Fund’s acquisition of Higashi-Ogijima Distribution Center. These amounts are included in net payables to affiliates in the accompanying consolidated balance sheets.

In relation to the acquisition of Higashi-Ogijima Distribution Center, AMB Higashi-Ogijima TMK paid an acquisition fee of ¥63.4 million to AMB Blackpine Ltd (“Blackpine”), a 50/50 joint venture between AMB Headlands Japan LLC, an indirect subsidiary of AMB Property Corporation (“AMB”), and a team of real estate professionals in Japan. During the year ended December 31, 2006, AMB acquired the 50.0 percent of Blackpine that AMB did not previously own, and AMB has combined the operation of Blackpine with its wholly-owned Japanese subsidiary, AMB Property Japan, Inc., the Japan branch of AMB (“AMB Property Japan”). This acquisition fee was capitalized and included in investments in real estate in the accompanying consolidated balance sheets. As of December 31, 2006 and 2005, the unamortized acquisition fee was approximately ¥61.3 million and ¥62.9 million, respectively.

In 2005, the TMKs recorded asset management fees and leasing commissions to Blackpine of approximately ¥7.2 million and ¥16.7 million, respectively. The leasing commissions were capitalized and included in investments in real estate in the accompanying consolidated balance sheets and are being amortized over the lease terms. As of December 31, 2006 and 2005, the unamortized leasing commissions were approximately ¥12.6 million and ¥16.0 million, respectively. Blackpine ceased providing asset management services to the TMKs on January 1, 2006.

Pursuant to an asset management fees agreement, on January 1, 2006, AMB Property Japan began providing asset management services to the Properties. The asset management fee is payable monthly. For the year ended December 31, 2006, the Fund recorded asset management fees of approximately ¥54.5 million.

Pursuant to the Management Services Agreement, AMB Singapore receives management service fees, payable on a quarterly basis, equal to 0.25 percent of capital (equity and debt) contributed to each PTE by the Fund and AMB Singapore. For the year ended December 31, 2006, and for the period from Inception to December 31, 2005, the PTEs recorded management service fees of approximately ¥18.6 million and ¥7.7 million, respectively. As of December 31, 2006 and 2005, the Fund owed ¥7.9 million and ¥7.7 million, respectively, for management service fees which are included in net payables to affiliates in the accompanying consolidated balance sheets.

Pursuant to the Limited Partnership Agreement from June 30, 2005 to June 30, 2006, AMB Japan, as general partner, receives asset management priority distributions equal to 1.5 percent per annum, payable on a quarterly basis, of aggregate capital commitments made to the Fund from the effective date of the agreement through the Supplemental Capital Call Date (as defined in the Limited Partnership Agreement). Pursuant to the First Amendment to the Amended and Restated Agreement of Limited Partnership, effective from July 1, 2006, the asset management priority distribution base changed from 100 percent to 90.0 percent of the aggregate capital commitments to the Fund until the earlier of 90.0 percent of capital commitments being called or the Supplement Call Date (as defined in the Limited Partnership Agreement), and thereafter until the Supplement Call Date, the base will be the called but unreturned capital contributions. Subsequent to the Supplemental Capital Call Date, AMB Japan receives asset management priority distributions equal to 1.5 percent per annum, payable on a quarterly basis, of the unreturned capital contributions. Both amounts referred to above are reduced by amounts paid or accrued to AMB Singapore for management service fees pursuant to the Management Services Agreement and asset management fees paid or accrued to AMB Property Japan, pursuant to the agreement regarding asset management fees. For the year ended December 31, 2006, the Fund recorded asset management priority distributions of approximately ¥654.4 million. For the period from Inception to December 31, 2005, the Fund recorded asset management priority distributions of approximately ¥367.0 million. As of December 31, 2006 and 2005, the Fund owed ¥1.0 billion and ¥367.0 million, respectively, for asset management priority distributions, which are included in distributions payable in the accompanying consolidated balance sheets.

S-23

AMB JAPAN FUND I, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pursuant to the Limited Partnership Agreement, AMB Japan receives incentive distributions equal to 20.0 percent of the amount over a 10.0 percent net nominal internal rate of return (“IRR”) accruing to the limited partners. The incentive distributions increase to 25.0 percent of the amount over a 13.0 percent IRR accruing to the limited partners. As of December 31, 2006, no incentive distributions have been paid or accrued.

AMB, the asset manager for AMB Japan, obtains company-wide insurance coverage from third parties that applies to all properties owned or managed by AMB, including the Properties. As such, the Properties are allocated a portion of the insurance expense incurred by AMB based on AMB’s assessment of the specific risks at those properties. Insurance expense allocated to the Properties amounted to ¥108.9 million for the year ended December 31, 2006 and ¥24.1 million for the period from Inception to December 31, 2005.

9.   COMMITMENTS AND CONTINGENCIES

Litigation.  In the normal course of business, from time to time, the Fund may be involved in legal actions relating to the ownership and operations of its Properties. Management does not expect that the liabilities, if any, that may ultimately result from such legal actions would have a material adverse effect on the financial position, results of operations, or cash flows of the Fund.

Environmental Matters.  The Fund follows AMB’s policy of monitoring its properties for the presence of hazardous or toxic substances. The Fund is not aware of any environmental liability with respect to the Properties that would have a material adverse effect on the Fund’s business, assets or results of operations. However, there can be no assurance that such a material environmental liability does not exist. The existence of any such material environmental liability would have an adverse effect on the Fund’s results of operations and cash flows.

General Uninsured Losses.  The Fund carries property and rental loss, liability, flood, environmental and terrorism insurance. Management of the Fund believes that the policy terms and conditions, limits and deductibles are adequate and appropriate under the circumstances, given the relative risk of loss, the cost of such coverage and industry practice. In addition, certain of the Fund’s properties are located in areas that are subject to earthquake activity; therefore, the Fund has obtained limited earthquake insurance on those properties. There are, however, certain types of extraordinary losses, such as those due to acts of war that may be either uninsurable or not economically insurable. Although the Fund has obtained coverage for certain acts of terrorism, with policy specifications and insured limits that management of the Fund believes are commercially reasonable, it is not certain that the Fund will be able to collect under such policies. Should an uninsured loss occur, the Fund could lose its investment in, and anticipated profits and cash flows from, a property. AMB has adopted certain policies with respect to insurance coverage and proceeds as part of its operating policies, which apply to properties owned or managed by AMB, including properties owned by the Fund.

10.   SUBSEQUENT EVENTS (UNAUDITED)

Subsequent to December 31, 2006, the Fund acquired approximately ¥31.4 billion of operating properties, obtained secured loans payable and bonds payable of approximately ¥27.0 billion, and repaid ¥6.1 billion in bonds and secured loans payable, in the ordinary course of business.

S-24

EXHIBIT INDEX

Unless otherwise indicated below, the Commission file number to the exhibit isNo. 001-14245

Exhibit
Number			Description
	3	.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 onForm 8-K filed on August 30, 2006).
	4	.1	$30,000,000 7.925% Fixed Rate Note No. 1 dated August 18, 2000, attaching the Parent Guarantee dated August 18, 2000 (incorporated by reference to Exhibit 4.5 of AMB Property, L.P.’s Annual Report onForm 10-K for the year ended December 31, 2000).
	4	.2	$25,000,000,000 7.925% Fixed Rate Note No. 2 dated September 12, 2000, attaching the Parent Guarantee dated September 12, 2000 (incorporated by reference to Exhibit 4.6 of AMB Property, L.P.’s Annual Report onForm 10-K for the year ended December 31, 2000).
	4	.3	$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 4.7 of AMB Property Corporation’s Annual Report onForm 10-K for the year ended December 31, 2000).
	4	.4	$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 4.8 of AMB Property Corporation’s Annual Report onForm 10-K for the year ended December 31, 2000).
	4	.5	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 onForm S-11(No. 333-49163)).
	4	.6	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 onForm S-11(No. 333-49163)).
	4	.7	$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 onForm 8-K filed on March 16, 2001).
	4	.8	$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 onForm 8-K filed on September 18, 2001).
	4	.9	$20,000,000 5.90% Fixed Rate Note No. 11 dated January 17, 2002, attaching the Parent Guarantee dated January 17, 2002 (incorporated by reference to Exhibit 4.1 of AMB Property, L.P.’s Current Report onForm 8-K filed on January 23, 2002).
	4	.10	$75,000,000 5.53% Fixed Rate NoteNo. B-1 dated November 10, 2003, attaching the Parent Guarantee dated November 10, 2003 (incorporated by reference to Exhibit 4.1 of AMB Property, L.P.’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2003).
	4	.11	$100,000,000 Fixed Rate NoteNo. 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 onForm 8-K filed on March 17, 2004).
	4	.12	$175,000,000 Fixed Rate NoteNo. B-3, attaching the Parent Guarantee (incorporated by reference to Exhibit 10.1 of AMB Property, L.P.’s Current Report onForm 8-K filed on November 18, 2005).
	4	.13	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 onForm 8-K filed on August 10, 2006).
	4	.14	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 onForm S-11(No. 333-49163)).
	4	.15	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 onForm S-11(No. 333-49163)).
	4	.16	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 onForm S-11(No. 333-49163)).

Exhibit
Number			Description
	4	.17	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 onForm 8-K/A filed on November 9, 2000).
	4	.18	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 onForm 10-K for the year ended December 31, 2002).
	4	.19	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, assuccessor-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 onForm 8-K filed on July 13, 2005).
	4	.20	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, assuccessor-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 onForm 8-K filed on August 10, 2006)
	4	.21	5.094% Notes Due 2015, attaching Parent Guarantee (incorporated by reference to Exhibit 4.2 of AMB Property, L.P.’s Current Report onForm 8-K filed on July 13, 2005).
	4	.22	$175,000,000 Fixed Rate NoteNo. 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 onForm 8-K filed on August 15, 2006).
	4	.23	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 onForm 8-K filed on July 13, 2005).
	4	.24	Registration Rights Agreement dated as of April 17, 2002 by and among AMB Property Corporation, AMB Property, L.P. and the unitholders whose names are set forth on the signature pages thereto (incorporated by reference to Exhibit 4.1 of AMB Property, L.P.’s Current Report onForm 8-K filed on April 23, 2002).
	4	.25	Registration Rights Agreement dated as of September 21, 2001 by and among AMB Property Corporation, AMB Property, L.P. and the unitholders whose names are set forth on the signature pages thereto (incorporated by reference to Exhibit 4.1 of AMB Property, L.P.’s Current Report onForm 8-K filed on October 3, 2001).
	*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 10.22 of AMB Property, L.P.’s Annual Report onForm 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 10.23 of AMB Property, L.P.’s Annual Report onForm 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 10.3 of AMB Property, L.P.’s Quarterly Report onForm 10-Q filed on November 9, 2004).
	*10	.4	2002 Stock Option and Incentive Plan of AMB Property Corporation and AMB Property, L.P. (incorporated by reference to Exhibit 10.21 of AMB Property, L.P.’s Annual ReportForm 10-K for the year ended December 31, 2001).
	*10	.5	Amendment No. 1 to the 2002 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 onForm 10-Q filed on November 9, 2004).
	*10	.6	AMB 2005 Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 of AMB Property L.P.’s Current Report onForm 8-K filed on October 4, 2006).
	*10	.7	Amended and Restated 2002 AMB Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of AMB Property, L.P.’s Current Report onForm 8-K, filed on October 4, 2006).

Exhibit
Number			Description
	*10	.8	Form of Amended and Restated Change of Control and Noncompetition Agreement by and between AMB Property, L.P. and executive officers (incorporated by reference to Exhibit 10.3 of AMB Property, L.P.’s Current Report onForm 8-K filed on October 4, 2006).
	10	.9	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 onForm 8-K filed on February 22, 2007).
	10	.10	Second Amended and Restated Revolving Credit Agreement, dated as of June 1, 2004 by and among AMB Property, L.P., the banks listed therein, JPMorgan Chase Bank, 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, Commerzbank Aktiengesellschaft New York and Grand Cayman Branches, PNC Bank National Association and Wachovia Bank, N.A., as documentation agents, KeyBank National Association, The Bank of Nova Scotia, acting through its San Francisco Agency, and Wells Fargo Bank, N.A., as managing agents, and ING Real Estate Finance (USA) LLC, Southtrust Bank and Union Bank of California, N.A., as co-agents (incorporated by reference to Exhibit 10.1 of AMB Property, L.P.’s Current Report onForm 8-K filed on June 10, 2004).
	10	.11	Guaranty of Payment, dated as of June 1, 2004 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 Second Amended and Restated Revolving Credit Agreement (incorporated by reference to Exhibit 10.2 of AMB Property, L.P.’s Current Report onForm 8-K filed on June 10, 2004).
	10	.12	Qualified Borrower Guaranty, dated as of June 1, 2004 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 Second Amended and Restated Revolving Credit Agreement (incorporated by reference to Exhibit 10.3 of AMB Property, L.P.’s Current Report onForm 8-K filed on June 10, 2004).
	10	.13	Revolving Credit Agreement, dated as of June 29, 2004, by and among AMB Japan Finance Y.K., as initial borrower, AMB Property, L.P., as guarantor, AMB Property Corporation, as guarantor, the banks listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as administrative agent and sole lead arranger and bookmanager (incorporated by reference to Exhibit 10.1 of AMB Property Corporation’s Current Report onForm 8-K filed on July 2, 2004).
	10	.14	Guaranty of Payment, dated as of June 29, 2004 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 Revolving Credit Agreement (incorporated by reference to Exhibit 10.2 of AMB Property Corporation’s Current Report onForm 8-K filed on July 2, 2004).
	10	.15	Amendment No. 1 to Revolving Credit Agreement, dated as of June 9, 2005, by and among, AMB Japan Finance Y.K., AMB Amagasaki TMK, AMB Narita 1-1 TMK and AMB Narita 2 TMK, as borrowers, AMB Property, L.P., as guarantor, AMB Property Corporation, as guarantor, the banks listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as administrative agent and sole lead arranger and bookmanager (incorporated by reference to Exhibit 10.16 of AMP Property, L.P.’s Annual Report onForm 10-K for the year ended December 31, 2005).
	10	.16	Amendment No. 2 to Revolving Credit Agreement, dated as of December 8, 2005, by and among, AMB Japan Finance Y.K., as initial borrower, AMB Property, L.P., as guarantor, AMB Property Corporation, as guarantor, the banks listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as administrative agent and sole lead arranger and bookmanager. (incorporated by reference to Exhibit 10.17 of AMP Property, L.P.’s Annual Report onForm 10-K for the year ended December 31, 2005).
	10	.17	Credit Facility Agreement, dated as of November 24, 2004, by and among AMB Tokai TMK, as borrower, AMB Property, L.P., as guarantor, AMB Property Corporation, as guarantor, the banks listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as administrative agents and sole lead arranger and bookmanager (incorporated by reference to Exhibit 10.1 of AMB Property, L.P.’s Current Report onForm 8-K filed on December 1, 2004).

Exhibit
Number			Description
	10	.18	Guaranty of Payment, dated as of November 24, 2004 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 Credit Facility Agreement (incorporated by reference to Exhibit 10.2 of AMB Property, L.P.’s Current Report onForm 8-K filed on December 1, 2004).
	10	.19	Agreement of Sale, made as of October 6, 2003, by and between AMB Property, L.P., International Airport Centers L.L.C. and certain affiliated entities (incorporated by reference to Exhibit 99.3 of AMB Property, L.P.’s Current Report onForm 8-K filed on November 6, 2003).
	10	.20	Amendment No. 1, dated May 12, 2005, to Second Amended and Restated Credit Agreement by and among AMB Property, L.P., AMB Property Corporation, the banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Europe Limited, as administrative agent, 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, Commerzbank Aktiengesellschaft New York and Grand Cayman Branches, PNC Bank, National Association, and Wachovia Bank, N.A., as documentation agents, Keybank National Association, the Bank of Nova Scotia, acting through its San Francisco agency, and Wells Fargo Bank, N.A., as managing agents, and ING Real Estate Finance (USA) LLC, Southtrust Bank and Union Bank of California, N.A., as co-agents (incorporated by reference to Exhibit 10.1 of AMB Property, L.P.’s Quarterly Report onForm 10-Q for the quarter ended June 30, 2005).
	10	.21	Third Amended and Restated Revolving Credit Agreement, dated as of February 16, 2006, by and among AMB Property, L.P., as 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, Societe Generale, as documentation agent, 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 onForm 8-K filed on February 22, 2006).
	10	.22	Fourth Amended and Restated Revolving Credit Agreement, dated as of June 13, 2006, 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, LaSalle Bank National Association and Société Générale, 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 onForm 8-K filed on June 19, 2006).
	10	.23	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 onForm 8-K filed on July 13, 2005).
	10	.24	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 onForm 8-K filed on June 7, 2006).
	10	.25	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 onForm 8-K filed on June 29, 2006).

Exhibit
Number			Description
	10	.26	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 onForm 8-K filed on December 14, 2006).
	10	.27	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.’sForm 8-K filed on February 21, 2007).
	10	.28	$160,000,000 Amended, Restated and Consolidated Promissory Note (FixedA-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.’sForm 8-K filed on February 21, 2007).
	10	.29	$40,000,000 Amended, Restated and Consolidated Promissory Note (FloatingA-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.’sForm 8-K filed on February 21, 2007).
	10	.30	$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.’sForm 8-K filed on February 21, 2007).
	10	.31	$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.’sForm 8-K filed on February 21, 2007).
	21	.1	Subsidiaries of AMB Property, L.P. (filed with AMB Property, L.P.’s Annual Report onForm 10-K on February 28, 2007).
	23	.1	Consent of PricewaterhouseCoopers LLP.
	24	.1	Powers of Attorney (included in Part IV of AMB Property, L.P.’s Annual Report onForm 10-K filed on February 28, 2007).
	31	.1	Rule 13a-14(a)/15d-14(a) Certifications dated February 28, 2007 (filed with AMB Property, L.P.’s Annual Report onForm 10-K on February 28, 2007).
	31	.2	Rule 13a-14(a)/15d-14(a) Certifications dated October 25, 2007.
	32	.1	18 U.S.C. § 1350 Certifications dated February 28, 2007. The certifications in this exhibit are being furnished solely to accompany this report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of our filings, whether made before or after the date hereof, regardless of any general incorporation language in such filing (filed with AMB Property, L.P.’s Annual Report onForm 10-K on February 28, 2007).
	32	.2	18 U.S.C. § 1350 Certifications dated October 25, 2007. The certifications in this exhibit are being furnished solely to accompany this report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of our filings, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

* Management contract or compensatory plan or arrangement