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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

Date of Report (date of earliest event reported): January 14, 2003

AMB PROPERTY CORPORATION

(Exact name of registrant as specified in its charter)


Maryland (State or other jurisdiction of Incorporation)		001-13545 (Commission File Number)		94-3281941 (I.R.S. Employer Identification Number)

Pier 1, Bay 1, San Francisco, California 94111

(Address of principal executive offices) (Zip Code)

415-394-9000

(Registrants’ telephone number, including area code)

n/a

(former name or former address, if changed since last report)

TABLE OF CONTENTS


	ITEM 5 OTHER EVENTS.
SIGNATURES

ITEM 5 OTHER EVENTS.

On January 14, 2003, AMB Property Corporation announced fourth quarter and full-year 2002 results as follows:

Earnings per share (EPS) for the fourth quarter were $0.43, including $0.16 per share in net gains; EPS for the full year was $1.37, including $0.24 per share in net gains. Fourth quarter and full-year 2002 EPS were positively impacted by lease termination fees of $0.10 and $0.13 per share, respectively, net of related charges for straight line rents and capitalized leasing costs. Fourth quarter 2002 EPS increased 43.3% from EPS of $0.30 in the same period of 2001; full-year 2002 EPS decreased 6.8% from EPS of $1.47 in the same period of 2001.

AMB’s industrial portfolio, predominantly located in infill submarkets of major distribution markets, was 94.6% leased as of December 31, 2002, 20 basis points above portfolio occupancy as of September 30, 2002 and December 31, 2001. The Company’s same store cash basis net operating income increased 10.1% during the quarter and 3.5% during the year. Tenant retention was 74.2% during 2002, while rents on renewals and rollovers decreased by 1.0% during the year.

Investment Activity

During the fourth quarter, AMB acquired seven properties for a total investment of $157.2 million, disposed of a 4.4 million square foot industrial portfolio in Houston and Dallas for an aggregate price of $155.3 million and sold an additional $73.2 million co-investment partnership interest to an existing partner. Other industrial sales activity in the quarter included two development for sale projects for $5.9 million. During the quarter, AMB also completed and stabilized five industrial development projects, totaling 1.7 million square feet for a total investment of $57.8 million. The industrial development and renovation pipeline through 2004 currently stands at $106.8 million and consists of an estimated 1.7 million square feet, of which $57.8 million, or 54.1%, has been funded and 28% is preleased. AMB’s full-year 2002 transaction activity included $403.3 million in acquisitions, $394.1 million in dispositions and contributions to joint ventures and $135.4 million in development completions.

Additional investment activity in the quarter included the repurchase of 2.2 million shares of AMB’s common stock for a total investment of $57.9 million, at a weighted average purchase price of $26.08 per share. During the fourth quarter, the board of directors increased the Company’s common share repurchase plan to $200 million, from $100 million; $130.6 million of repurchase capacity remains under the updated plan. Since its IPO, the Company has repurchased a total of 5.4 million shares of common stock for a total investment of $129.3 million, at a weighted average purchase price of $23.72 per share.

AMB’s private capital activity in the quarter consisted of an additional $110 million equity commitment from long-standing joint venture partner, the City and County of San Francisco Employees’ Retirement System (CCSFERS). The new equity increases

CCSFERS’ ownership in the existing partnership from 50% to 80% and provides the partnership with additional capital for further investment in distribution facilities nationwide.

AMB renewed its $500 million unsecured revolving line of credit during the quarter. The three-year credit facility includes a multi-currency component under which up to $150 million can be drawn in British pounds sterling, euros or yen. The line of credit matures in December 2005 and replaces the Company’s previous $500 million credit facility, which was to mature in May 2003.

Company Director and Officer Changes

AMB’s board of directors appointed J. Michael Losh as an independent director to the Company’s board. Losh, who joined the board of directors and audit committee on January 1, 2003, brings to AMB 36 years of financial and international expertise, most recently as General Motor’s chief financial officer.

The Company also announced officer promotions for the new year: Mo Barzegar was promoted to senior vice president, international; Tamra Browne to senior vice president and general counsel; Steve Campbell to senior vice president, environmental and engineering; John Meyer to senior vice president, airport facilities; Jill Blechschmidt to vice president, regional manager; Dave King to vice president, regional manager; and Steve Lueck, to vice president, regional manager.

CONSOLIDATED BALANCE SHEETS
(dollars in thousands)


			As of

			December 31, 2002			September 30, 2002			June 30, 2002			March 31, 2002			December 31, 2001

Assets
Investments in real estate:
	Total investments in properties		$	4,924,982		$	4,883,497		$	4,732,321		$	4,566,951		$	4,530,711
	Accumulated depreciation			(362,540	)		(344,949	)		(311,058	)		(289,701	)		(265,653	)

		Net investments in properties		4,562,442			4,538,548			4,421,263			4,277,250			4,265,058
	Investment in unconsolidated joint ventures			64,428			64,822			64,083			71,137			71,097
	Properties held for divestiture, net			107,871			105,613			133,934			139,370			157,174

		Net investments in real estate		4,735,741			4,708,983			4,619,280			4,487,757			4,493,329
Cash and cash equivalents				117,214			90,840			119,287			99,492			81,732
Mortgage receivables				13,133			13,155			87,175			87,214			87,214
Accounts receivable, net				74,207			81,003			80,366			75,399			70,794
Other assets, including discontinued operations				52,199			48,608			39,390			39,392			35,874

		Total assets	$	4,992,494		$	4,942,589		$	4,945,498		$	4,789,254		$	4,768,943

Liabilities and Stockholders’ Equity
Secured debt			$	1,284,675		$	1,305,320		$	1,360,436		$	1,237,564		$	1,228,214
Unsecured senior debt securities				800,000			800,000			800,000			800,000			780,000
Unsecured debt				10,186			10,319			—			—			—
Alliance Fund II credit facility				45,500			72,500			52,000			116,000			123,500
Unsecured credit facility				95,000			12,000			—			—			12,000
Other liabilities, including discontinued operations				181,716			189,076			162,629			155,568			138,601

		Total liabilities		2,417,077			2,389,215			2,375,065			2,309,132			2,282,315
Minority interests:
	Preferred units			308,369			308,388			315,847			275,987			275,987
	Minority interests			582,898			506,533			508,577			455,428			458,299

		Total minority interests		891,267			814,921			824,424			731,415			734,286
Stockholders’ equity:
	Common stock			1,588,156			1,642,459			1,649,909			1,652,607			1,656,242
	Preferred stock			95,994			95,994			96,100			96,100			96,100

		Total stockholders’ equity		1,684,150			1,738,453			1,746,009			1,748,707			1,752,342

		Total liabilities and stockholders’ equity	$	4,992,494		$	4,942,589		$	4,945,498		$	4,789,254		$	4,768,943

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


			For the Quarters Ended						For the Twelve Months Ended
			December 31,						December 31,

			2002			2001			2002			2001

Revenues
Rental revenues			$	157,262		$	136,581		$	588,522		$	530,041
Equity in earnings of unconsolidated joint ventures				1,231			1,102			5,674			5,467
Private capital income				2,725			2,950			11,193			10,972
Interest and other income				539			3,826			10,454			16,297

	Total revenues			161,757			144,459			615,843			562,777
Expenses
Property operating				39,164			33,590			145,870			127,753
Interest, including amortization				37,442			33,019			147,101			124,866
Depreciation and amortization				37,286			26,504			127,160			104,838
General administrative and other ⁽¹⁾				13,000			9,640			47,207			35,820
Loss on investments in other companies				—			—			—			20,758

	Total expenses			126,892			102,753			467,338			414,035

		Income before minority interests and gains		34,865			41,706			148,505			148,742
Minority interests’ share of income:
	Preferred units			(6,379	)		(7,056	)		(25,149	)		(28,682	)
	Minority interests			(8,324	)		(8,526	)		(37,806	)		(34,835	)

		Total minority interests		(14,703	)		(15,582	)		(62,955	)		(63,517	)

		Net income before discontinued operations and gains from dispositions		20,162			26,124			85,550			85,225
Gains on developments and dispositions and discontinued operations:
	Gains on developments held for sale			414			11,828			1,032			13,169
	Gains/(losses) from disposition of real estate, net of minority interests ⁽²⁾			5,309			(10,073	)		7,789			23,259
	Discontinued operations			4,697			4,124			18,494			16,300
	Gains from disposition of real estate, discontinued operations			7,428			—			11,372			—

		Total gains on developments and dispositions and discontinued operations		17,848			5,879			38,687			52,728

		Net income		38,010			32,003			124,237			137,953
Preferred stock dividends				(2,123	)		(2,125	)		(8,496	)		(8,500	)
Preferred unit redemption discount/(premium)				—			(4,400	)		412			(4,400	)

Net income available to common stockholders			$	35,887		$	25,478		$	116,153		$	125,053

Net income per common share (diluted)			$	0.43		$	0.30		$	1.37		$	1.47

Weighted average common shares (diluted)				83,648,772			84,338,812			84,795,987			85,214,066

(1) Prior to May 31, 2001, G&A did not include expenses incurred by two unconsolidated preferred stock subsidiaries, Headlands Realty Corporation and AMB Capital Partners. Adjusted G&A for the twelve months ended December 31, 2001, would have been $39,353 had the subsidiaries been consolidated beginning January 1, 2001.

(2) Includes unrealized losses $1.2 million and of $8.6 million for the quarters ended December 31, 2002 and 2001, respectively and $1.2 million and $18.6 million for the twelve months ended December 31, 2002 and 2001, respectively.

CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS AND SUPPLEMENTAL CASH FLOW INFORMATION
(dollars in thousands, except share data)


				For the Quarters Ended						For the Twelve Months Ended
				December 31,						December 31,

				2002			2001			2002			2001

Income before minority interests and gains				$	34,865		$	41,706		$	148,505		$	148,742
Gains on developments held for sale					414			11,828			1,032			13,169
Total depreciation and amortization					37,286			26,504			127,160			104,838
FF& E depreciation, ground lease amortization and other ⁽¹⁾					(708	)		(507	)		(2,450	)		(1,963	)
Discontinued operations’ FFO					6,613			5,905			26,023			22,900
FFO attributable to minority interests					(14,298	)		(11,025	)		(52,051	)		(40,144	)
Adjustments to derive FFO from unconsolidated JVs:
	AMB’s share of net income				(1,231	)		(1,102	)		(5,674	)		(5,467	)
	AMB’s share of FFO				2,117			1,526			8,728			8,014
Preferred stock dividends					(2,123	)		(2,125	)		(8,496	)		(8,500	)
Preferred units distributions					(6,379	)		(7,056	)		(25,149	)		(28,682	)

Funds from operations				$	56,556		$	65,654		$	217,628		$	212,907

Weighted average common shares and units (diluted)					88,495,159			89,317,086			89,689,310			89,954,598

Supplemental Cash Flow Information:
Straight-line rents				$	628		$	2,514		$	11,013		$	10,093
AMB’s share of unconsolidated JV’s NOI				$	2,713		$	2,357		$	11,055		$	10,181
JV Partners’ share of cash basis NOI				$	24,914		$	20,587		$	86,482		$	65,010
Discontinued operations’ NOI				$	7,650		$	7,372		$	29,949		$	27,642
Stock-based compensation amortization				$	1,315		$	797		$	5,265		$	2,725
Capitalized interest				$	1,762		$	2,836		$	6,919		$	13,650
Recurring capital expenditures:
		Tenant improvements		$	4,340		$	2,149		$	18,977		$	8,168
		Lease commissions and other lease costs			3,910			3,779			17,684			19,822
		Building improvements			4,725			8,716			18,270			19,852

			Sub-total		12,975			14,644			54,931			47,842
		JV Partners’ share of capital expenditures			(1,955	)		(2,995	)		(9,547	)		(5,824	)

			AMB’s share of recurring capital expenditures	$	11,020		$	11,649		$	45,384		$	42,018

(1) Ground lease amortization represents the amortization of the Company’s investments in ground leased properties, for which the Company does not have a purchase option.

Forward Looking Statements

Some of the information included in this report contains forward-looking statements, such as statements pertaining to earnings and results of operations and future plans. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them 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 report or the dates indicated in the 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, difficulties in identifying properties to acquire and in effecting acquisitions, our failure to successfully integrate acquired properties and operations, our failure to divest of 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, environmental uncertainties, risks related to natural disasters, financial market fluctuations, changes in real estate and zoning laws, risks related to doing business internationally 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Risks” and elsewhere in our most recent annual report on Form 10-K and under the heading “Other Information—Business Risks” and elsewhere in our most recent quarterly report on Form 10-Q.

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.


	AMB Property Corporation (Registrant)

Date: January 15, 2003	By:	/s/ Tamra Browne

		Tamra Browne Senior Vice President, General Counsel and Secretary

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