1045609--3/10/2006--AMB_PROPERTY

related topics

{investment, property, distribution}

{operation, international, foreign}

{acquisition, growth, future}

{loan, real, estate}

{stock, price, share}

{debt, indebtedness, cash}

{tax, income, asset}

{control, financial, internal}

{regulation, change, law}

{cost, regulation, environmental}

{loss, insurance, financial}

{provision, law, control}

{personnel, key, retain}

{capital, credit, financial}

{financial, litigation, operation}

We may be unable to renew leases or relet space as leases expire. Actions by our competitors may decrease or prevent increases of the occupancy and rental rates of our properties. Real estate investments are relatively illiquid, making it difficult for us to respond promptly to changing conditions. We could be adversely affected if a significant number of our tenants are unable to meet their lease obligations. We may be unable to consummate acquisitions on advantageous terms or acquisitions may not perform as we expect. We may be unable to complete renovation and development projects on advantageous terms. Risks Associated With Our International Business Our international growth is subject to special risks and we may not be able to effectively manage our international growth. Acquired properties may be located in new markets, where we may face risks associated with investing in an unfamiliar market. We are subject to risks from potential fluctuations in exchange rates between the U.S. dollar and the currencies of the other countries in which we invest. Our performance and value are impacted by the local economic conditions of and the risks associated with doing business in California. We may experience losses that our insurance does not cover. We are subject to risks and liabilities in connection with properties owned through joint ventures, limited liability companies and partnerships. We may be unable to complete divestitures on advantageous terms or contribute properties. Contingent or unknown liabilities could adversely affect our financial condition. We are dependent on external sources of capital. We could incur more debt, increasing our debt service. We face risks associated with the use of debt to fund acquisitions and developments, including refinancing risk. Covenants in our debt agreements could adversely affect our financial condition. Failure to hedge effectively against interest rates may adversely affect results of operations. Some of our directors and executive officers are involved in other real estate activities and investments and, therefore, may have conflicts of interest with us. Our role as general partner of the operating partnership may conflict with the interests of our stockholders. Risks Associated with Government Regulations The costs of compliance with environmental laws and regulations and any related potential liability could exceed our budgets for these items. Compliance or failure to comply with the Americans with Disabilities Act and other similar regulations could result in substantial costs. Our failure to qualify as a real estate investment trust would have serious adverse consequences to our stockholders. Certain property transfers may generate prohibited transaction income, resulting in a penalty tax on gain attributable to the transaction. Risks Associated With Our Dependence on Key Personnel Risks Associated with Our Disclosure Controls and Procedures and Internal Control over Financial Reporting Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting. Risks Associated with Ownership of Our Stock Limitations in our charter and bylaws could prevent a change in control. The market value of our stock could be substantially affected by various factors. Earnings, cash dividends, asset value and market interest rates affect the price of our stock. If we issue additional securities, then the investment of existing stockholders will be diluted. We could change our investment and financing policies without a vote of stockholders.

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1045609--3/10/2006--AMB_PROPERTY_CORP