U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

AMB PROPERTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland		001-13545		94-3281941
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. employer identification number)

Pier 1, Bay 1, San Francisco, California 94111

415-394-9000

n/a

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 17, 2007, we issued a press release entitled “AMB Property Corporation Announces Second Quarter Results,” which sets forth disclosure regarding our results of operations for the first quarter of 2007. A copy of the press release is attached hereto as Exhibit 99.1. This section and the attached exhibit are provided under Item 2.02 of Form 8-K and are furnished to, but not filed with, the U.S. Securities and Exchange Commission.

ITEM 8.01 OTHER EVENTS.

On July 17, 2007, we reported results for the second quarter and first six months of 2007.

Funds from operations per fully diluted share and unit was $0.74 for the second quarter of 2007, as compared to $0.87 for the same quarter in 2006. The current quarter results include $0.27 per share of development profits, as compared to $0.48 per share in the second quarter of 2006. Funds from operations per fully diluted share and unit for the six months ended June 30, 2007 was $1.32, as compared to $1.39 for the same period in 2006.

Net income available to common stockholders per fully diluted share for the second quarter of 2007 was $1.10, as compared to $0.80 for the same quarter in 2006. Net income available to common stockholders per fully diluted share for the six months ended June 30, 2007 was $1.35 as compared to $1.06 for the same period in 2006. The increases for the quarter and year-to-date were due primarily to the gain on the contribution of operating properties to our Europe Fund I, which was formed in the second quarter of 2007.

Owned and Managed Portfolio Operating Results

Our operating portfolio occupancy at June 30, 2007 was 96.1%, up 80 basis points from March 31, 2007 and 90 basis points from June 30, 2006. Benefiting from occupancy gains and rising rents in many of our markets, cash-basis same store net operating income in the second quarter of 2007 increased 5.8% over the same period in 2006. In the second quarter of 2007, rents on lease renewals and rollovers in our operating portfolio increased 2.0%, as compared to a decline of 0.9% in the second quarter of 2006.

Investment Activity

New development starts in the quarter totaled approximately 3.2 million square feet in nine projects in North America and Asia, and one value-added conversion project in San Francisco, with an estimated total investment of $265 million. At quarter end, our development pipeline totaled 15.7 million square feet in 41 projects globally and five value-added conversion projects in California, with an estimated total investment of $1.5 billion.

Our development business includes contributions of stabilized properties to affiliated private capital funds or sale of projects to third parties. During the second quarter, we contributed or sold nine development projects totaling 1.3 million square feet for a gross sale price of $159 million.

During the quarter, we acquired 5.4 million square feet of industrial distribution space in 23 properties at a total acquisition cost of approximately $495 million, $478 million of which was acquired for four of our co-investment funds: AMB Institutional Alliance Fund III, AMB Japan Fund I, AMB Europe Fund I and AMB-SGP Mexico. The acquisitions during the quarter expanded our presence in several of our target markets in North America, Europe and Asia, and included entry into our fifth Mexico target market, Tijuana.

As previously announced, we formed AMB Europe Fund I during the quarter with an initial contribution of 4.2 million square feet of operating properties and 0.5 million square feet of development properties. This open-end co-investment fund, with a current gross asset value of approximately $719 million, is our 10^th active fund and the 11^th fund formed since our 1997 initial public offering. The fund targets investments of distribution facilities in many major European metropolitan areas with economies tied to global trade, including markets in Belgium, France, Germany, Italy, the Netherlands, Spain, the United Kingdom and Central/Eastern Europe.

Additions and Promotions of Company Officers

During the quarter, Peter Schuijlenburg joined us as vice president, general manager for our business in Germany. Mr. Schuijlenburg is located in our Frankfurt office. We announced the following officer promotions during the quarter: Bobby Bransfield was promoted to senior vice president, and Ken Kwan, Mary Lang, Jason Leong, Rowena Manlapaz and David Mims were promoted to vice president.

SUPPLEMENTAL EARNINGS MEASURES

We report funds from operations per fully diluted share and unit (FFOPS) in accordance with the standards established by the National Association of Real Estate Investment Trusts. Included in the footnotes to our attached financial statements is a discussion of why management believes FFOPS is a useful supplemental measure of operating performance, ways in which investors might use FFOPS when assessing our financial performance and FFOPS’s limitations as a measurement tool. Reconciliation from net income to funds from operations and FFOPS is provided in the attached tables.

We believe that net income, as defined by accounting principles generally accepted in the U.S. (GAAP), is the most appropriate earnings measure. However, we consider cash-basis same store net operating income (SSNOI) to be a useful supplemental measure of our operating performance. Properties that are considered part of the same store pool include all properties that were owned as of the end of both the current and prior year reporting periods and exclude development properties for both the current and prior reporting periods. The same store pool is set annually and excludes properties purchased and developments stabilized after December 31, 2005. In deriving SSNOI, we define NOI as rental revenues (as calculated in accordance with GAAP), including reimbursements, less straight-line rents, amortization of lease intangibles, and property operating expenses, which excludes depreciation, amortization, general and administrative expenses and interest expense. We consider SSNOI to be an appropriate and useful supplemental performance measure because it reflects the operating performance of the real estate portfolio excluding effects of non-cash adjustments and provides a better measure of actual cash basis rental growth for a year-over-year comparison. In addition, we believe that SSNOI helps the investing public compare our operating performance with that of other companies. While SSNOI is a relevant and widely used measure of operating performance of real estate investment trusts, it does not represent cash flow from operations or net income as defined by GAAP and should not be considered as an alternative to those measures in evaluating our liquidity or operating performance. SSNOI also 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 our results from operations. Further, our computation of SSNOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating SSNOI. Reconciliation from net income to SSNOI is provided in the attached tables.

“Owned and managed” is defined by us as assets in which we have at least a 10% ownership interest, are the property or asset manager, and which we intend to hold for the long-term.

AMB Property Corporation.^® Local partner to global trade.^™

We are a global developer and owner of industrial real estate, focused on major hub and gateway distribution markets throughout North America, Europe and Asia. As of June 30, 2007, we owned, or had investments in, on a consolidated basis or through unconsolidated joint ventures, properties and development projects expected to total approximately 136.7 million square feet (12.7 million square meters) in 44 markets within 13 countries. We invest in properties located predominantly in the infill submarkets of its targeted markets. Our portfolio is comprised of High Throughput Distribution^® facilities—industrial properties built for speed and located near airports, seaports and ground transportation systems.

Forward Looking Statements

Some of the information included in this report contains forward-looking statements, such as those related to demand for our product, occupancy levels and rental rate growth, growth in sea container traffic and air cargo volumes, development, value-added conversion, redevelopment and renovation projects (including our ability to lease such projects, square feet at stabilization or completion, costs and total investment amounts), and our ability to grow our private capital business and returns on invested capital and source investment opportunities, and our ability to accomplish future business plans (such as expansion into additional markets) and to meet our forecasts and business goals, which are made pursuant to the safe-harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future events. The events or circumstances reflected in forward-looking statements might not occur. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements are necessarily dependent on assumptions, data or methods that may be incorrect or imprecise and we may not be able to realize them. We caution you not to place undue reliance on forward-looking statements, which reflect our analysis only and speak only as of the date of this press release or the dates indicated in the statements. We assume no obligation to update or supplement forward-looking statements. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: defaults on or non-renewal of leases by tenants, increased interest rates and operating costs, our failure to obtain necessary outside financing, re-financing risks, risks related to our obligations in the event of certain defaults under joint venture and other debt, risks related to debt and equity security financings (including dilution risk), difficulties in identifying properties to acquire and in effecting acquisitions, our failure to successfully integrate acquired properties and operations, our failure to divest properties we have contracted to sell or to timely reinvest proceeds from any divestitures, risks and uncertainties affecting property

development and construction (including construction delays, cost overruns, our inability to obtain necessary permits and public opposition to these activities), our failure to qualify and maintain our status as a real estate investment trust, risks related to our tax structuring, failure to maintain our current credit agency ratings, environmental uncertainties, risks related to natural disasters, financial market fluctuations, changes in general economic conditions or in the real estate sector, changes in real estate and zoning laws, a downturn in the U.S., California or global economy, risks related to doing business internationally and global expansion, losses in excess of our insurance coverage, unknown liabilities acquired in connection with acquired properties or otherwise and increases in real property tax rates. Our success also depends upon economic trends generally, including interest rates, income tax laws, governmental regulation, legislation, population changes and certain other matters discussed under the heading “Risk Factors” and elsewhere in our annual report on Form 10-K for the year ended December 31, 2006.

CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

		As of
		June 30, 2007				December 31, 2006
Assets
Investments in real estate:
Total investments in properties		$	6,406,982			$	6,575,733
Accumulated depreciation			(854,227	)			(789,693	)
Net investments in properties (1)			5,552,755				5,786,040
Investments in unconsolidated joint ventures			349,534				274,381
Properties held for contribution, net			245,632				154,036
Properties held for divestiture, net			45,146				20,916
Net investments in real estate			6,193,067				6,235,373
Cash and cash equivalents and restricted cash			251,052				195,878
Accounts receivable, net			166,449				133,998
Other assets			148,696				148,263
Total assets		$	6,759,264			$	6,713,512
Liabilities and stockholders’ equity
Secured debt		$	1,340,702			$	1,395,354
Unsecured senior debt			1,057,498				1,101,874
Unsecured credit facilities			562,184				852,033
Other debt			85,110				88,154
Accounts payable and other liabilities			278,921				271,880
Total liabilities			3,324,415				3,709,295
Minority interests:
Joint venture partners			535,280				555,201
Preferred unitholders			77,563				180,298
Limited partnership unitholders			109,921				102,061
Total minority interests			722,764				837,560
Stockholders’ equity:
Common equity			2,488,673				1,943,240
Preferred equity			223,412				223,417
Total stockholders’ equity			2,712,085				2,166,657
Total liabilities and stockholders’ equity		$	6,759,264			$	6,713,512

CONSOLIDATED STATEMENTS OF OPERATIONS⁽¹⁾
(dollars in thousands, except share data)

		For the Quarters Ended								For the Six Months Ended
		June 30,								June 30,
		2007				2006				2007				2006
Revenues
Rental revenues (2)		$	162,914			$	170,974			$	324,996			$	342,276
Private capital income			8,518				4,943				14,443				10,049
Total revenues			171,432				175,917				339,439				352,325
Costs and expenses
Property operating costs (3)			(43,304	)			(43,589	)			(87,551	)			(87,732	)
Depreciation and amortization			(41,483	)			(44,500	)			(82,504	)			(87,254	)
Impairment losses			—				(5,394	)			(257	)			(5,394	)
General and administrative			(30,260	)			(25,142	)			(60,114	)			(47,997	)
Other expenses (4)			(1,139	)			296				(2,051	)			(241	)
Fund costs			(277	)			(479	)			(518	)			(1,093	)
Total costs and expenses			(116,463	)			(118,808	)			(232,995	)			(229,711	)
Other income and expenses
Equity in earnings of unconsolidated joint ventures (5)			1,748				8,278				3,861				10,366
Other income (4)			6,472				2,258				11,979				5,765
Gains from sale or contribution of real estate interests, net			74,707				—				74,843				—
Development profits, net of taxes			28,996				45,698				41,188				46,372
Interest expense, including amortization			(33,369	)			(44,310	)			(67,951	)			(83,704	)
Total other income and expenses			78,554				11,924				63,920				(21,201	)
Income from operations before minority interests			133,523				69,033				170,364				101,413
Minority interests’ share of income:
Joint venture partners’ share of income			(8,067	)			(8,895	)			(15,260	)			(17,297	)
Joint venture partners’ and limited partnership unitholders’ share of development profits			(2,574	)			(1,619	)			(3,136	)			(1,651	)
Preferred unitholders			(1,480	)			(4,024	)			(5,179	)			(9,025	)
Limited partnership unitholders			(4,001	)			(341	)			(4,495	)			(1,068	)
Total minority interests’ share of income			(16,122	)			(14,879	)			(28,070	)			(29,041	)
Income from continuing operations			117,401				54,154				142,294				72,372
Discontinued operations:
Income attributable to discontinued operations, net of minority interests			484				4,126				1,238				6,471
Gains from disposition of real estate, net of minority interests			384				17,073				419				24,087
Total discontinued operations			868				21,199				1,657				30,558
Net income			118,269				75,353				143,951				102,930
Preferred stock dividends			(3,952	)			(3,095	)			(7,904	)			(6,191	)
Preferred unit redemption (issuance costs) discount			(2,927	)			77				(2,927	)			(1,020	)
Net income available to common stockholders		$	111,390			$	72,335			$	133,120			$	95,719
Net income per common share (diluted)		$	1.10			$	0.80			$	1.35			$	1.06
Weighted average common shares (diluted)			101,361,013				90,135,659				98,305,299				90,147,493

CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS⁽¹⁾
(dollars in thousands, except share data)

		For the Quarters Ended								For the Six Months Ended
		June 30,								June 30,
		2007				2006				2007				2006
Net income available to common stockholders		$	111,390			$	72,335			$	133,120			$	95,719
Gains from sale or contribution of real estate, net of minority interests			(75,091	)			(17,073	)			(75,262	)			(24,087	)
Depreciation and amortization:
Total depreciation and amortization			41,483				44,500				82,504				87,254
Discontinued operations’ depreciation			4				(62	)			8				452
Non-real estate depreciation			(1,401	)			(1,068	)			(2,578	)			(2,068	)
Adjustments to derive FFO from consolidated JVs:
Joint venture partners’ minority interests (Net income)			8,067				8,895				15,260				17,297
Limited partnership unitholders’ minority interests (Net income)			4,001				341				4,495				1,068
Limited partnership unitholders’ minority interests (Development profits)			1,251				2,208				1,801				2,240
Discontinued operations’ minority interests (Net income (loss))			25				209				(4	)			463
FFO attributable to minority interests			(15,312	)			(21,748	)			(31,616	)			(42,183	)
Adjustments to derive FFO from unconsolidated JVs:
AMB’s share of net income			(1,748	)			(8,278	)			(3,861	)			(10,366	)
AMB’s share of FFO			5,805				2,096				11,480				5,305
Funds from operations		$	78,474			$	82,355			$	135,347			$	131,094
FFO per common share and unit (diluted)		$	0.74			$	0.87			$	1.32			$	1.39
Weighted average common share and unit (diluted)			105,806,524				94,520,866				102,866,432				94,534,263
Estimated FFO by business line (1)
Capital Partners FFO per common share and unit (diluted) (1)		$	0.05			$	0.02			$	0.07			$	0.04
% of reported FFO			6.7	%			2.3	%			5.3	%			2.9	%
Development FFO per common share and unit (diluted) (1)		$	0.24			$	0.48			$	0.36			$	0.48
% of reported FFO			32.4	%			55.1	%			27.4	%			34.6	%
Real estate operations FFO per common share and unit (diluted) (1)		$	0.45			$	0.37			$	0.89			$	0.87
% of reported FFO			60.9	%			42.6	%			67.3	%			62.5	%
Total FFO per common share and unit (diluted)		$	0.74			$	0.87			$	1.32			$	1.39

     The following table reconciles consolidated SS NOI and NOI from net income for the quarters and six months ended June 30, 2007 and 2006 (dollars in thousands):

		For the Quarters Ended								For the Six Months Ended
		June 30,								June 30,
		2007				2006				2007				2006
Net income		$	118,269			$	75,353			$	143,951			$	102,930
Private capital income			(8,518	)			(4,943	)			(14,443	)			(10,049	)
Depreciation and amortization			41,483				44,500				82,504				87,254
Impairment losses			—				5,394				257				5,394
General and administrative and fund costs			30,537				25,621				60,632				49,090
Total other income and expenses			(77,415	)			(12,220	)			(61,869	)			21,442
Total minority interests’ share of income			16,122				14,879				28,070				29,041
Total discontinued operations			(868	)			(21,199	)			(1,657	)			(30,558	)
NOI			119,610				127,385				237,445				254,544
Less non same-store NOI			(17,715	)			(29,568	)			(35,019	)			(59,034	)
Less non cash adjustments (1)			(1,103	)			(2,153	)			(2,271	)			(5,962	)
Cash-basis same-store NOI		$	100,792			$	95,664			$	200,155			$	189,548

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits:

Exhibit
Number		Description
99.1		AMB Property Corporation Press Release dated July 17, 2007.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibits

Exhibit
Number		Description
99.1		AMB Property Corporation Press Release dated July 17, 2007.