10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 001-35492

(Exact name of registrant as specified in its charter)

Hawaii	45-4849780
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

822 Bishop Street

Post Office Box 3440, Honolulu, Hawaii 96801

(Address of principal executive offices and zip code)

808-525-6611

(Registrant’s telephone number, including area code)

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

	Name of each exchange
Title of each class	on which registered
Common Stock, without par value	NYSE

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

None

Number of shares of Common Stock outstanding at February 14, 2014:

48,672,972

Aggregate market value of Common Stock held by non-affiliates at June 30, 2013:

$1,691,132,944

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes xNo o

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 oNo x

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 xNo o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes xNo o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNo x

Documents Incorporated By Reference

Portions of Registrant’s Proxy Statement for the 2014 Annual Meeting of Shareholders (Part III of Form 10-K)

TABLE OF CONTENTS

PART I

			Page
Items 1 & 2.	Business and Properties		1
A.	Real Estate Development and Sales Segment		5
	(1)	Landholdings	5
	(2)	Planning and Zoning	6
	(3)	Development Projects	7
B.	Real Estate Leasing Segment		11
C.	Natural Materials and Construction		14
D.	Agribusiness		16
	(1)	Production	16
	(2)	Marketing of Sugar	16
	(3)	Sugar Competition and Legislation	16
	(4)	Land Designations and Water	17
	(5)	Energy	18
	Employees and Labor Relations		18
	Available Information		19
Item 1A.	Risk Factors		19
Item 1B.	Unresolved Staff Comments		32
Item 3.	Legal Proceedings		32
Item 4.	Mine Safety Disclosures		33

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	34
Item 6.	Selected Financial Data	36
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Items 7A.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 8.	Financial Statements and Supplementary Data	60

i

		Page
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	105
Item 9A.	Controls and Procedures	105
A.	Disclosure Controls and Procedures	105
B.	Internal Control over Financial Reporting	105
Item 9B.	Other Information	107

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	108
A.	Directors	108
B.	Executive Officers	108
C.	Corporate Governance	109
D.	Code of Ethics	109
Item 11.	Executive Compensation	109
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	109
Item 13.	Certain Relationships and Related Transactions, and Director Independence	109
Item 14.	Principal Accounting Fees and Services	109

PART IV

Item 15.	Exhibits and Financial Statement Schedules	110
A.	Financial Statements	110
B.	Financial Statement Schedules	111
C.	Exhibits Required by Item 601 of Regulation S-K	114
Signatures		118
Consent of Independent Registered Public Accounting Firm		119

ii

ALEXANDER & BALDWIN, INC.

FORM 10-K

Annual Report for the Fiscal Year

Ended December 31, 2013

PART I

ITEMS 1 & 2. BUSINESS AND PROPERTIES

Overview

Alexander & Baldwin, Inc. (“A&B” or the “Company”), whose history in Hawaii dates back to 1870, is a premier Hawaii-focused company with interests in real estate development, real estate leasing, natural materials and construction, and agribusiness. A&B’s assets include 88,755 acres in Hawaii, 5.1 million square feet of high-quality retail, office and industrial properties in Hawaii and on the Mainland, and a real estate development portfolio encompassing residential and commercial projects across Hawaii. Its landholdings, primarily on Maui and Kauai, make it the third largest private landowner in the state. On October 1, 2013, A&B consummated its acquisition of Grace Pacific (“Grace”), one of the largest Hawaii-based natural materials and paving companies. A&B is Hawaii’s largest farmer with 36,000 acres in productive sugar cane cultivation. A&B also plays a key role as a major provider of renewable energy, supplying approximately five percent and eight percent of the power consumed on Maui and Kauai, respectively.

Prior to June 29, 2012, A&B’s businesses included Matson Navigation Company Inc. (“Matson Navigation”), a wholly owned subsidiary that provided ocean transportation, truck brokerage and intermodal services. As part of a strategic initiative designed to allow A&B to independently execute its strategies and to best enhance and maximize its earnings, growth prospects and shareholder value, A&B made a decision to separate the transportation businesses from the Hawaii real estate and agriculture businesses. In preparation for the separation, A&B modified its legal-entity structure and became a wholly owned subsidiary of a newly created entity, Alexander & Baldwin Holdings, Inc. (“Holdings”). On June 29, 2012, Holdings distributed to its shareholders all of the shares of A&B stock in a tax-free distribution (the “Separation”). Holders of Holdings common stock continued to own the transportation businesses, but also received one share of A&B common stock for each share of Holdings common stock held at the close of business on June 18, 2012, the record date. Following the Separation, Holdings changed its name to Matson, Inc. (“Matson”). On July 2, 2012, A&B began regular trading on the New York Stock Exchange under the ticker symbol “ALEX” as an independent, public company.

A&B is headquartered in Honolulu and operates in four segments in three industries—Real Estate, Natural Materials and Construction, and Agribusiness. The business industries of A&B are generally as follows:

A. Real Estate — The Real Estate Industry consists of two segments and engages in real estate development and ownership activities, including planning, zoning, financing, constructing, purchasing, managing, leasing, selling, exchanging, and investing in real property. Real estate activities are conducted through A&B Properties, Inc. and other wholly owned subsidiaries of A&B.

• Real Estate Development and Sales segment — generates its revenues and creates value through an active and comprehensive program of land stewardship, planning, entitlement, development and sale of land and commercial and residential properties, principally in Hawaii.

• Real Estate Leasing segment — owns, operates, and manages a large portfolio of high-quality retail, office, and industrial properties in Hawaii and on the Mainland. The Company also leases land in Hawaii. The significant recurring cash flow generated by this portfolio and ground leases serves as an important source of funding for A&B’s real estate development and sales activities.

B. Natural Materials and Construction — Grace, a wholly owned subsidiary of A&B, mines, processes, and sells basalt aggregate; imports sand and aggregates for sale and use; imports and markets liquid asphalt; manufactures and markets asphaltic concrete; performs asphalt paving as prime contractor and subcontractor; manufactures and supplies precast/prestressed concrete products; and provides and markets various construction- and traffic-control-related products and services.

1

C. Agribusiness — Agribusiness, which contains one segment, produces bulk raw sugar, specialty food grade sugars, and molasses; markets and distributes specialty food-grade sugars; provides general trucking services, mobile equipment maintenance, and repair services in Hawaii; leases agricultural land to third parties; and generates and sells electricity to the extent not used in A&B’s Agribusiness operations. A&B also is the member of Hawaiian Sugar & Transportation Cooperative (“HS&TC”), a cooperative that provides raw sugar marketing and transportation services.

The following table contains key information regarding each of the Company’s segments. Since the purchase and sale of real estate is considered an ongoing and recurring core activity of its real estate businesses, Real Estate Development and Sales and Real Estate Leasing segment revenue and segment operating profit are analyzed before subtracting amounts related to discontinued operations. This is consistent with how the Company generates earnings and how A&B’s management evaluates performance and makes decisions regarding capital allocation for A&B’s real estate businesses.

Segment	2013 Revenue (in millions)		Percentage of Total 2013 Revenue	2013 Operating Profit (in millions)		Percentage of Total 2013 Operating Profit	Key Facts
Real Estate Leasing	$	110.4	15%	$	43.4	43%	High-quality commercial portfolio consisting of 60 improved properties in Hawaii and seven Mainland states, totaling 5.1 million square feet, and over 115 acres of commercial ground leases to third parties with improved GLA.
Real Estate Development and Sales	423.0		58%	44.4		44%	Hawaii-focused, experienced developer with a large development pipeline encompassing over a dozen projects entitled for approximately 3,500 units. Third largest private landowner in Hawaii with nearly 89,000 acres.
Natural Materials and Construction (results represent the period from October 1, 2013 through December 31, 2013)	54.9		7%	2.9		3%	Holds a leading market position in asphalt paving and in the production of asphaltic concrete and is one of the largest producers of aggregate in the State of Hawaii. This segment was acquired on October 1, 2013.
Agribusiness	146.1		20%	10.7		10%	Largest farmer in Hawaii and only producer of raw sugar in Hawaii, producing over 190,000 tons of sugar in 2013, and provider of approximately 5 percent and 8 percent of renewable energy on Maui and Kauai, respectively.
Total	$	734.4	100%	$	101.4	100%

Further information about the revenue, operating profits and identifiable assets of A&B’s industry segments for the three years ended December 31, 2013 are contained in Note 17 “Segment Results” to A&B’s financial statements in Item 8 of Part II below.

Strategy

A&B strives to create value through superior investments in Hawaii by leveraging its extensive asset base, market knowledge and development expertise to create shareholder value through the entire spectrum of land stewardship and development, including land planning, entitlement, permitting, development and sales. A&B has a long track record of successfully investing in residential and commercial projects for both its legacy landholdings and non-legacy holdings. A&B believes that Hawaii has attractive near- and long-term growth prospects, and A&B is positioning its development and investment activities to capitalize on this growth.

2

A&B is committed to the highest and best use of its agricultural land assets through continued improvements in sugar production and renewable energy generation, and will continue to explore a new business model for the sugar plantation that would result in less earnings volatility.

A&B also expects to continue its evaluation of Hawaii-centric business opportunities that complement its core real estate activities in the state, and leverage A&B's competitive strengths and the long-term prospects for growth in Hawaii.

Additional details regarding A&B’s key strategies across its lands, commercial properties, investments, and agriculture assets are as follows:

Land:

• Employing lands at their highest and best use: A&B strives to employ the land it owns at its highest and best use, to the benefit of shareholders, employees, its communities and other key stakeholder groups. For a significant portion of A&B’s substantial Hawaii landholdings, this implies a wide range of non-development uses, ranging from conservation/watershed to pasture to active farming. While a material portion of A&B’s landholdings has limited or no long-term urban development potential, these landholdings remain valuable for farming and other uses, such as providing access to natural resources or hydro-electric generation capability.

• Focus on entitlement and development of core Hawaii lands: A&B continually focuses on development of a portion of its core landholdings in Hawaii, pursuing appropriate entitlement and development projects that respond to market demand while meeting community needs.

Commercial Properties:

• Optimize returns of A&B’s commercial portfolio: A&B has a track record of increasing the value of its commercial property portfolio through active management of a comprehensive program designed to increase occupancy, secure quality tenants, and reduce costs, thereby maximizing the financial performance of these properties. Periodically, when A&B identifies superior financial return potential in a new commercial asset, it may market an existing asset for sale to facilitate a 1031 tax deferred exchange into the new property. A&B is focused on opportunistically migrating its Mainland portfolio to Hawaii over time, where it believes it can generate greater incremental shareholder value over the long run, while ensuring that the portfolio continues to serve as a stable source of cash flow for A&B’s other investment activities.

Real Estate Investment:

• Invest in high-returning real estate opportunities in Hawaii: In addition to development of its own lands, A&B invests in attractive real estate opportunities elsewhere in Hawaii where it can leverage its market knowledge, relationships and financial strength to create significant value and, at the same time, diversify its existing portfolio and pipeline.

• Build a pipeline of development projects scaled to market opportunities and designed to optimize risk-adjusted returns: A&B owns a valuable pipeline of development projects encompassing a wide-range of product types, from resort residential real estate, to industrial, to primary residential housing. A&B employs a disciplined approach to its investments and prudently invests capital to position select projects to meet anticipated market demand. A&B pursues joint ventures, where appropriate, to supplement its in-house capabilities, access third-party capital, gain access to new opportunities in the Hawaii market, diversify its pipeline, and optimize risk-adjusted returns.

Natural Materials and Construction:

• Leverage Vertically Integrated Business Model to Lower Costs: Grace maintains cost benefits through a vertically integrated business model that encompasses the production of aggregate and the importation of liquid asphalt and sand. These activities help ensure that Grace has adequate access to raw materials needed to produce asphaltic concrete and, therefore, also provides for a level of cost certainty that allows Grace to compete effectively on sealed bid contracts. In addition, Grace provides and markets various construction- and traffic-control-related products and services.

• Capitalize on Strategically Located Quarry Adjacent to Fast-Growing Area on Oahu: Grace owns one of three operating quarries on the island of Oahu, and this quarry is one of only two quarries that has suitable grade A material required for the production of hot mix asphalt. Grace's quarry is also the only quarry located adjacent to the fast-growing region on the west side of Oahu. Approximately 15,000 residential units are projected in the future and

3

a variety of commercial projects are planned. Due to the high cost of transporting aggregate and the limited shelf life of asphaltic concrete once it is produced, Grace’s quarry and hot mix plant locations in west Oahu are ideally located to service the growth in the area for the foreseeable future.

Agriculture:

• De-risk agricultural operations: A&B continuously seeks to stabilize and de-risk its agricultural operations. For example, A&B has enhanced the management of field and factory at its sugar operations, resulting in improved yields in recent years. However, notwithstanding yield improvements, fluctuating sugar prices generate significant earnings volatility, and therefore, A&B continues to evaluate alternative business models that could dampen this volatility. Refer to the Company’s “Outlook” in Part II, Item 7 on page 57 for an updated discussion on the Company’s sugar pricing.

• Grow renewable energy operations: Due to the high cost of transporting fossil fuels to a remote island community, the economics of renewable energy in Hawaii are often more favorable relative to other U.S. locations. In addition, the State of Hawaii has mandated a shift to 40 percent clean energy by the year 2030. As a result, A&B expects to evaluate and further capitalize on opportunities to add additional renewable energy capacity to its portfolio through new projects.

Competitive Strengths

Irreplaceable Hawaii Real Estate Assets:

• Extensive and irreplaceable landholdings: A&B is the third largest private landowner in Hawaii, with 88,755 acres, primarily on Maui and Kauai, including 855 acres fully entitled for urban use, including 206 acres under commercial properties.

• High-quality commercial real estate portfolio and ground leases producing strong free cash flow: A&B owns and manages a high-quality commercial portfolio of 60 properties in Hawaii and seven Mainland states, totaling 5.1 million square feet, and has over 115 acres of commercial land ground leased to third parties, both of which provide significant, stable, recurring cash flows that support A&B’s real estate investment activities.

• Diverse pipeline of development projects: A&B’s development pipeline encompasses over a dozen resort residential, primary residential and commercial projects comprising more than approximately 3,500 units throughout the State of Hawaii, providing for substantial embedded growth opportunities.

• Largest agricultural operation in Hawaii: A&B farms roughly 36,000 acres of mostly contiguous lands in Maui’s central valley with extensive infrastructure to meet water, power and transportation needs, consistent with large-scale agronomic activity. Additionally, A&B owns approximately 7,000 acres of high-quality agricultural land on Kauai’s sunny south shore, of which over 4,000 acres are leased to other parties for a variety of agricultural uses, including the cultivation of coffee and seed corn. A&B maintains a portfolio of renewable energy production facilities encompassing biomass combustion, hydro-electric and solar generation capabilities on Maui and Kauai. Total renewable energy production capacity exceeds 48 megawatts, which includes the recently completed six megawatt solar farm on the island of Kauai.

• Infrastructure-related assets: Grace owns over 800 acres in the state related to its quarrying operations, including 541 acres on Oahu's growing west side. Grace's Makakilo, Oahu quarry facility is nearing completion of a muti-year, $40 million capital improvement program, including three new crushing and finishing plants, which is expected to result in greater operational efficiencies and lower costs going forward. Due to the high cost of transporting aggregate, Grace’s quarry is ideally situated on Oahu's west side, which is expected to see significant growth over the next two decades. Grace also owns strategically placed asphaltic concrete plants located throughout the state, including Oahu (three locations), Maui (one location), Kauai (one location), Hawaii island (one location), and Molokai (one location).

Leading Hawaii Real Estate Capabilities:

• Experienced management team with deep local knowledge and expertise: A&B has been in the development business in Hawaii since 1949 when it established Kahului Development Co., Ltd. to develop and market “Dream City,” which today is Kahului, Maui’s principal population center and commercial hub. In the ensuing decades, A&B has expanded and diversified its pipeline of development projects and broadened its development capabilities and expertise. For instance, A&B developed the world famous Wailea master-planned resort community on Maui’s

4

south shore. The Company’s knowledge, expertise and relationships forged through over six decades of Hawaii development activity, enable it to pursue a wide range of long-term commercial and residential developments profitably and in a manner that is both responsive to market needs and sensitive to local concerns. This local knowledge and expertise, combined with the Company’s strong financial position, also serve to make A&B an ideal partner for landowners, developers and others seeking to participate in the Hawaii real estate sector.

• Track record of success: A&B has an extensive and long track record of investing in Hawaii real estate. Since 2000, A&B has invested approximately $650 million in Hawaii real estate development projects outside of its legacy holdings—including four high-rise condominiums in urban Honolulu—and over $1.4 billion in the acquisition of Hawaii and Mainland commercial properties, mainly through tax-deferred property exchanges.

Leading Natural Materials and Construction Capabilities:

• Leading market position: Grace holds a leading market position in asphalt paving and in the production of asphaltic concrete and is one of the largest producers of aggregate in the State of Hawaii. Due to relatively high capital requirements needed to compete in the market, Grace’s scale provides a cost advantage relative to other competitors in the state. Grace expects to benefit from the improving Hawaii economy and the positive impact that such improvement is expected to have on spending on infrastructure and private development. For example, the condition of Hawaii’s roads, in general, and Oahu’s roads, in particular, are consistently ranked near the bottom as compared to other states and metropolitan areas, and as a result, the City and County of Honolulu administration announced an intent to increase its road maintenance budget from $100 million in 2012 to a range of $120 million to $150 million in each of the following five years.

• Experienced management team: In addition to its unique tangible assets, Grace’s assets include an experienced management team with extensive expertise in quarry management and operations, asphaltic concrete production and asphalt paving.

• Vertically integrated business model: Grace’s vertically integrated business model, which includes the mining of basalt aggregate and the importation and distribution of liquid asphalt, provides it with cost benefits at higher throughput rates, while also increasing cost certainty due to the ability to manage costs throughout the supply chain. This cost certainty allows Grace to compete effectively as an efficient, high-quality, low-cost provider. In addition, Grace provides and markets various construction- and traffic-control-related products and services.

DESCRIPTION OF BUSINESS AND PROPERTIES

Business Segments

A.    Real Estate Development and Sales Segment

A&B is actively involved in the entire spectrum of real estate development and ownership, including planning, zoning, financing, constructing, purchasing, managing and leasing, selling and exchanging, and investing in real property.

(1)    Landholdings

As of December 31, 2013, A&B and its subsidiaries owned approximately 88,921 acres, consisting of approximately 88,755 acres in Hawaii and approximately 166 acres on the U.S. Mainland, as follows:

Location	No. of Acres
Maui		66,675
Kauai		20,365
Oahu		1,440
Molokai		265
Big Island		10
TOTAL HAWAII		88,755

5

Location	No. of Acres
Texas		24
California		53
Utah		40
Colorado		5
Washington		4
Nevada		21
Arizona		19
TOTAL U.S. MAINLAND		166

As described more fully in the table below, the bulk of this acreage currently is used for agricultural, pasture, watershed and conservation purposes. A portion of these lands is used for urban purposes or planned for development.

Current Use	No. of Acres
Hawaii
Fully entitled urban*		855
Agricultural, pasture and miscellaneous		58,065
Watershed/conservation		29,835
U.S. Mainland
Fully entitled Urban		166
TOTAL		88,921

* Land is designated "fully entitled urban" when all four land use approvals described in the "Planning and Zoning" section have been obtained also includes 206 acres under commercial properties.

The tables above do not include approximately 1,070 acres under joint venture development that are shown below. An additional 3,000 acres on Maui, Kauai and Oahu are leased from third parties, and are not included in any of the tables.

Project	Original Acres		Acres at12/31/13
Kukui’ula (HI)		1,000	943
Bakersfield (CA)		57	57
Ka Milo (HI)		31	20
Kai Malu (HI)		25	1
Santa Barbara Ranch (CA)*		22	22
Palmdale (CA)		18	18
Crossroads (CA)		7	7
Waihonua (HI)		2	2
TOTAL		1,162	1,070

* The Company consolidates Santa Barbara Ranch for financial reporting purposes because it has determined it has a controlling financial interest in the entity.

(2)    Planning and Zoning

The entitlement process for development of property in Hawaii is complex, time-consuming and costly, involving numerous state and county regulatory approvals. For example, conversion of an agriculturally-zoned parcel to residential zoning usually requires the following approvals:

• County amendment of the County General Plan to reflect residential use;

• State Land Use Commission approval to reclassify the parcel from the Agricultural district to the Urban district;

• County amendment of the County Community Plan to reflect residential use; and

6

• County approval to rezone the property to the precise residential use desired.

The entitlement process is complicated by the conditions, restrictions and exactions that are placed on these approvals, including, among others, the requirement to construct infrastructure improvements, payment of impact fees, restrictions on the permitted uses of the land, requirement to provide affordable housing and required phased development of projects.

A&B actively works with regulatory agencies, commissions and legislative bodies at various levels of government to obtain zoning reclassification of land to its highest and best use. A&B designates a parcel as “fully entitled” or “fully zoned” when all of the above-mentioned land use approvals have been obtained.

(3)    Development Projects

The following is a summary of the Company’s real estate development portfolio as of December 31, 2013:

						(Dollars in millions)
Project	Location	Product type	Acres at 12/31/13		Original planned units, saleable acres or gross leasable square feet	Esti-mated project cost (6)	A&B net investment as of 12/31/13 (including capitalized interest)	Estimated substantial completion of con-struction
ACTIVE PLANNING, DEVELOPMENT, AND SALES
Wholly owned
Mililani Mauka	Mililani, Oahu	Retail/Office	2	(1)	34,000 sf	17	6	2015
Maui Business Park II	Kahului, Maui	Light industrial lots	150	(2)	130 acres	102	54	2021
Kahala Avenue Portfolio	Honoulu, HI	Residential	13		30 lots	135	99	n/a
Keala O Wailea (MF-11)	Wailea, Maui	Resort residential	7		70 units	54	9	2015
The Ridge at Wailea (MF-19)	Wailea, Maui	Resort residential	7		9 lots	9	9	2009
Wailea B-I	Wailea, Maui	Commercial/Retail	16		60,000 sf	tbd	5	tbd
Wailea MF-7	Wailea, Maui	Resort residential multi-family	13		75 units	84	9	2017
Haliimaile	Haliimaile, Maui	Primary residential	55	(3)	175-200	tbd	1	2019
The Collection	Honolulu, Oahu	Primary residential	—		467 units	tbd	4	tbd
Total			263

7

						(Dollars in millions)
Project	Location	Product type	Acres at 12/31/13		Original planned units, saleable acres or gross leasable square feet	Esti-mated project cost (6)	A&B net investment as of 12/31/13 (including capitalized interest)	Estimated substantial completion of con-struction
Joint ventures
Ka Milo at Mauna Lani	Kona, Hawaii	Resort residential	20		137 units	120	10	2016
Kukui’ula	Koloa, Kauai	Resort residential	943		up to 1,500 units on 640 saleable acres	785	259	2030
Kai Malu at Wailea	Wailea, Maui	Resort residential	1		150 units	124	1	2008
Waihonua at Kewalo	Honolulu, Oahu	Primary residential high-rise	2		341 units (340 saleable)	210	33	2014
FUTURE DEVELOPMENT
Wholly owned
Aina ‘O Kane	Kahului, Maui	Primary res./commercial	4		103 units	tbd	1	tbd
Brydeswood	Kalaheo, Kauai	Agricultural lots	336	(4)	24 lots	tbd	2	tbd
Kahului Town Center	Kahului, Maui	Primary res./commercial	19	(5)	440 units 225,000 sf	tbd	2	tbd
Kai’Olino	Port Allen, Kauai	Primary residential	4		75 units	tbd	11	tbd
Wailea SF-8	Kihei, Maui	Primary residential	13		90 units	tbd	2	tbd
Wailea MF-6	Wailea, Maui	Resort residential lots	23		60 lots	tbd	6	tbd
Wailea MF-10	Wailea, Maui	Resort/Commercial	14		tbd	tbd	6	tbd
Wailea MF-16	Wailea, Maui	Resort residential lots	7		20 lots	tbd	3	tbd
Wailea, other	Wailea, Maui	Various	71		400 - 600 units	tbd	16	tbd
Total			491
Joint ventures
Bakersfield	Bakersfield, CA	Retail	57		—	—	7	—
Palmdale Center	Palmdale, CA	Office/Industrial	18		—	—	5	—
Santa Barbara Ranch	Santa Barbara, CA	Primary residential lots	22		—	—	6	—

Project	Location	Product type	Acres at 12/31/13	Planned units, saleable acres or gross leasable square feet
ENTITLEMENT
Kihei Residential	Kihei, Maui	Primary residential	95	up to 600 units
Waiale	Kahului, Maui	Primary residential	545	up to 2,550 units
Eleele Community	Eleele, Kauai	Primary residential	260-Ph. I	tbd
JOINT VENTURE DEVELOPMENTS HELD FOR LEASE
Crossroads Plaza	Valencia, CA	Office/Retail	7	56,000 sf

(1) Seven acres for Gateway at Mililani Mauka and Mililani Mauka South are included in Hawaii – commercial improved properties.

(2) Includes 24 acres of roadways and other infrastructure that are not saleable.

(3) Ten of the 55 acres are designated for parks and open space. In addition to the 55 acres, another eight acres are designated for drainage and a waste water treatment plant, and are included in the “Agricultural, pasture and miscellaneous” classification.

(4) Brydeswood acreage is included in agricultural, pasture and miscellaneous landholdings.

(5) Kahului Town Center acreage is included in Hawaii-commercial improved properties fully entitled landholdings.

(6) Includes land cost at book value and capitalized interest, but excludes sales commissions and closing costs.

8

A&B is actively pursuing a number of projects in Hawaii, including:

Maui:

(a)Maui Business Park II. Maui Business Park II (“MBP II”), 154 acres (130 acres saleable, 126 acres remaining at December 31, 2013) in Kahului zoned for light industrial, retail and office use, represents the second phase of the Company’s Maui Business Park project. In 2012, mass grading and construction of the onsite roadway and utility improvements were substantially completed for the first increment. In 2013, construction of offsite improvements, including intersection and traffic signal improvements to Hana Highway, were completed for the first increment, consisting of 81 salable acres, including adjacent bulk parcels, but excluding a four-acre parcel sold in 2012. In 2013, a 24-acre adjacent undeveloped bulk parcel was sold for the development of Maui’s first Target-anchored center.

(b)    Wailea. In October 2003, A&B acquired 270 acres of fully-zoned, undeveloped residential and commercial land at the Wailea Resort on Maui for $67.1 million. A&B was the original developer of the Wailea Resort, beginning in the 1970s and continuing until A&B sold the resort to the Shinwa Golf Group in 1989.

A&B has since sold 29 single-family homesites at Wailea’s Golf Vistas subdivision and six bulk parcels comprising 78 acres. A 25-acre parcel (Kai Malu) was developed in a joint venture with Armstrong Builders into 150 duplex units, with 138 units sold by 2009. Most of the remaining 12 units were leased until sales activity resumed, with two closings in 2012 and seven closings in 2013. Three units remain available for sale.

A&B currently owns about 170 acres, planned for up to 700 units. A&B is evaluating development or sale scenarios for various parcels, which include the following projects:

• At the 7.4-acre MF-11 (Keala ‘O Wailea) project, A&B continues to pursue approvals for a planned joint venture development of 70 multi-family units, with construction projected to commence in 2014.

• The 7.0-acre MF-19 parcel (Ridge at Wailea) was developed into nine residential lots, which remain available for sale.

• The 13.0-acre MF-7 parcel is fully designed and permitted for the development of a 75-unit multi-family project.  The project has secured the required affordable housing credits and water meters. Depending on market conditions, pre-sales could commence in 2014.

• At the 16.0-acre B-I parcel and 13.7-acre MF-10 parcel, A&B is evaluating bulk sale or development options.

(c)    Haliimaile Subdivision. A&B’s application to rezone 63 acres (including 8 acres for infrastructure and drainage) and amend the community plan for the development of a 175- to 200-lot residential subdivision in Haliimaile (Upcountry, Maui) was approved by the Maui County Council in September 2005. In 2006, onsite infrastructure design work was submitted to County agencies, but design approval was deferred until an acceptable water source could be confirmed. In 2012, an additional 80 acres adjacent to the Haliimaile Subdivision were approved by the County Council for future urban growth in the Maui Island Plan. In 2013, the County commenced work on refurbishing wells in the region that could provide water to the project.

Kauai:

(d)Kukui`ula. In April 2002, A&B entered into a joint venture with DMB Communities II (“DMBC”), an affiliate of DMB Associates, Inc., an Arizona-based developer of master-planned communities, for the development of Kukui’ula, a 1,000-acre master planned resort residential community located in Poipu, Kauai, planned for up to 1,500 resort residential units. In 2004, A&B exercised its option to contribute to the joint venture up to 40 percent of the project’s future capital requirements. In May 2009, A&B entered into an amended agreement with DMBC to increase A&B’s ownership participation in Kukui’ula in exchange for more favorable participation rights to future cash and profit distributions, while limiting DMBC’s required future contributions to $35 million. In 2011, all resort core amenities were completed and opened for business, including the 18-hole golf course, the community’s clubhouse, pool and spa facilities. Total capital contributed by A&B to the joint venture was approximately $266 million as of December 31, 2013, which included $30 million representing the value of land initially contributed. DMBC has contributed $188 million, which includes the $35 million mentioned above.

Four agreements with third-party developers have been entered into at Kukui’ula, including one agreement executed in 2013. Under these agreements, the joint venture receives a payment of $500,000 to $600,000 for each lot when construction of a home is completed and sold by the developer. Increased vertical home construction activity at Kukui’ula continues to generate positive sales momentum, with ten closings in 2013. As of December 31, 2013, a total of 98 residential lot sales had closed.

9

Oahu:

(e)    Kahala Portfolio. In September and December 2013, A&B acquired a total of 30 properties for approximately $128 million in the prestigious Kahala neighborhood of East Honolulu. These properties were in various stages of disrepair and A&B immediately commenced clearing, landscape maintenance, and sales and marketing. The market responded favorably to A&B’s marketing program, with ten binding sales contracts executed in four months for approximately $53 million (nine lots closed in 2013 and the tenth lot is scheduled to close in the second quarter of 2014).

(f)    Waihonua at Kewalo. In 2010, A&B acquired a fully-entitled high-rise condominium development site near the Ala Moana Shopping Center in Honolulu. Sales and marketing commenced in December 2011 for a 340 saleable-unit project. In September 2012, the Company formed a joint venture with capital partners to provide half of the $65 million in total equity required for the project and secured a $120 million construction loan. By July, 2013, all 340 units were sold under binding contracts with 15 percent buyer deposits. Construction commenced in 2013 and completion is projected in late 2014, with closings expected in early 2015.

(g)One Ala Moana. In September 2012, A&B committed to a $20 million preferred investment with profit participation in the One Ala Moana luxury condominium project planned to be developed at Ala Moana Center. One Ala Moana is a 23-story condominium tower consisting of 206 luxury residential units being developed by a partnership of the Howard Hughes Corporation, The MacNaughton Group and Kobayashi Group. In 2013, all units were sold under binding contracts and A&B fully funded its $20 million preferred investment. Construction commenced in 2012 and is projected to be completed by year-end 2014.

(h)Mililani Mauka. In December 2011, A&B acquired a 4.3-acre development parcel within the 7.4-acre Gateway at Mililani Mauka on Oahu, including an existing, fully-leased 5,900 square-foot multi-tenant retail building and four fully-infrastructured building pads, planned for 29,000 square feet of retail space. In 2013, construction was completed on an 11,500 square-foot building that was 78 percent leased at year-end. Starbucks opened for business in August in a new 1,500 square-foot building. Construction commenced on a 16,000 square-foot building in 2013 and was completed in February 2014. In June 2012, A&B acquired the 4.3-acre Mililani Mauka South project, including two fully-leased existing buildings, totaling 18,700 square feet, on 2.6 acres, and building pads for future development. A 0.4-acre pad site was sold in 2013, and planning and design of an 18,000 square-foot medical building is underway for the remaining 1.2-acre parcel.

(i)    The Collection. In 2012, A&B secured an option agreement with Kamehameha Schools for the development of a 3.3-acre city block near downtown Honolulu. The planned project includes a 397-unit high-rise condominium tower, 16 three-bedroom townhomes, and a 54-unit mid-rise building. In 2013, A&B secured a development permit from the Hawaii Community Development Authority (HCDA), which administers the redevelopment of the Kaka’ako area. In July, state and federal condominium registration approvals were obtained and presales commenced with favorable buyer interest. In September, certain nearby owners filed a petition with HCDA, asking the agency to hold a contested case hearing on the development permit. The Company strongly believes HCDA's permit was properly issued, but is unable at this time to determine the impact this petition may have on the timing of the project.

Big Island of Hawaii:

(j)    Ka Milo at Mauna Lani. In April 2004, A&B entered into a joint venture with Brookfield Homes Hawaii Inc. to acquire and develop a 30.5-acre residential parcel in the Mauna Lani Resort on the island of Hawaii, planned for 137 single-family units and duplex townhomes. The first phase of 27 units was constructed in 2007 and 2008, and was sold out by 2011. In 2012, the venture commenced construction on the second phase with a revised development plan, focusing on more single-family units on the remaining 24 acres. As of December 2013, construction has been completed on 51 units, with a total of 49 units closed to date, including 13 units in 2013. Construction is proceeding on 12 homes, with 24 units projected to be completed in 2014.

The Company also has residual interests in various Mainland development joint ventures.

U.S. Mainland:

(k)Bakersfield. In November 2006, A&B entered into a joint venture with Intertex P&G Retail, LLC, for the planned development of a 575,000-square-foot retail center on a 57.3-acre commercial parcel in Bakersfield, California. Based on market conditions, A&B recognized an impairment loss of approximately $4.7 million in 2012, resulting in a remaining investment of approximately $7.0 million at December 31, 2013. Development plans remain on hold due to current economic conditions.

10

(l)    Palmdale Trade & Commerce Center. In December 2007, A&B entered into a joint venture with Intertex Palmdale Trade & Commerce Center LLC, for the planned development of a 315,000-square-foot mixed-use commercial office and light industrial condominium complex on 18.2 acres in Palmdale, California, located 60 miles northeast of Los Angeles and 25 miles northeast of Valencia. The parcel was contributed to the venture in 2008. Development plans remain on hold due to current economic conditions. The Company's investment at December 31, 2013 was approximately $4.7 million.

(m)Santa Barbara Ranch. In November 2007, A&B entered into a joint venture with Vintage Communities, LLC, a residential developer, for the planned development of an exclusive large-lot subdivision, located 12 miles north of the City of Santa Barbara. Based on market conditions, A&B suspended further investment in the project and has to date recognized a total impairment of $10 million, resulting in a remaining investment balance of $5.9 million as of December 31, 2013. A&B continues to market for sale the venture’s assets that served as collateral for the repayment of A&B’s investment, including a 14-acre oceanfront parcel and an adjacent eight-acre parcel.

B.    Real Estate Leasing Segment

The Company’s improved commercial portfolio’s gross leasable area (GLA) summarized by geographic location and property type as of December 31, 2013 is as follows:

(square feet, in millions)	Hawaii(1)	Mainland(2)	Total
Retail	1.8	0.2	2.0
Industrial	0.6	1.2	1.8
Office	0.2	1.1	1.3
Total	2.6	2.5	5.1

(1) The number of commercial properties located in Hawaii by island are as follows: Oahu (32), Maui (9), Kauai (5), and Big Island of Hawaii (1).

(2) The number of commercial properties located on the Mainland are as follows: California (3), Texas (3),Utah (2), Arizona (2), Colorado (1), Washington (1), and Nevada (1).

(a)    Hawaii Commercial Properties

A&B’s Hawaii improved commercial properties portfolio consists of retail, office and industrial properties, comprising approximately 2.6 million square feet of gross leasable area as of December 31, 2013. Most of the commercial properties are located on Oahu and Maui, with smaller holdings in the area of Port Allen, on Kauai, and Kona, on the island of Hawaii. The average occupancy for the Hawaii portfolio was 93 percent in 2013, versus 92 percent in 2012. In January 2013, A&B acquired the 170,300 square-foot Waianae Mall, located on Oahu’s west shore. In May 2013, A&B acquired the 45,100 square-foot Napili Plaza, located near the resort area of Kapalua, Maui. In September 2013, A&B acquired the 415,400 square-foot Pearl Highland Center, located in Pearl City, Oahu. In November 2013, A&B assumed control of the 78,900 square-foot Shops at Kukui'ula joint venture project on Kauai. In December 2013, A&B acquired the assets of Kaneohe Ranch/Castle Foundation, consisting of approximately 386,200 square feet of commercial space, and 51 acres ground leased to third parties and improved with 760,000 square feet of commercial space, primarily located in Kailua and Kaneohe, Oahu ("Kailua Portfolio"). On January 6, 2014, the Company sold the 185,700 square-foot Maui Mall, located in Kahului, Maui, the proceeds of which were applied, in a reverse 1031 exchange, to the acquisition of the Kailua Portfolio.

11

The primary Hawaii commercial properties owned as of year-end 2013 were as follows:

Property	Location	Type	Leasable Area (sq. ft.)
Pearl Highlands	Pearl City, Oahu	Retail	415,400
Kailua-Retail (15 properties)	Kailua, Oahu	Retail	317,400
Kailua-Industrial (6 properties)	Kailua, Oahu	Industrial	68,800
Komohana Industrial Park	Kapolei, Oahu	Industrial	238,300
Maui Mall*	Kahului, Maui	Retail	185,700
Waianae Mall	Waianae, Oahu	Retail	170,300
Waipio Industrial	Waipahu, Oahu	Industrial	158,400
Kaneohe Bay Shopping Center	Kaneohe, Oahu	Retail	124,300
Waipio Shopping Center	Waipahu, Oahu	Retail	113,800
P&L Building	Kahului, Maui	Industrial	104,100
Lanihau Marketplace	Kailua-Kona, Hawaii	Retail	88,300
Port Allen (4 buildings)	Port Allen, Kauai	Industrial/Retail	87,400
Shops at Kukui’ula	Poipu, Kauai	Retail	78,900
Kunia Shopping Center	Waipahu, Oahu	Retail	60,400
Kahului Office Building	Kahului, Maui	Office	58,400
Lahaina Square	Lahaina, Maui	Retail	50,200
Kahului Shopping Center	Kahului, Maui	Retail	48,700
Napili Plaza	Napili, Maui	Retail	45,100
Kahului Office Center	Kahului, Maui	Office	32,900
Stangenwald Building	Honolulu, Oahu	Office	27,100
Judd Building	Honolulu, Oahu	Office	20,200
Gateway at Mililani Mauka	Mililani, Oahu	Retail	18,900
Gateway at Mililani Mauka South	Mililani, Oahu	Office	18,700
Maui Clinic Building	Kahului, Maui	Office	16,600
Lono Center	Kahului, Maui	Office	13,400
Total			2,561,700

* Maui Mall was sold on January 6, 2014 and proceeds were used to fund the purchase of the Kailua Portfolio under a reverse 1031 transaction.

(b)    U.S. Mainland Commercial Properties

On the Mainland, A&B owns a portfolio of 13 commercial properties, acquired primarily by way of tax-deferred 1031 exchanges, consisting of retail, office and industrial properties, comprising approximately 2.5 million square feet of leasable space as of December 31, 2013. A&B’s Mainland commercial properties’ occupancy rate was 95 percent compared to 93 percent in 2012.

In 2013, A&B completed the sales of six industrial properties (Activity Distribution Center, Centennial Plaza, Heritage Business Park, Northpoint Industrial, Republic Distribution Center, Savannah Logistics Park), three retail properties (Broadlands Marketplace, Meadows on the Parkway, and Rancho Temecula Town Center), and one office property (Issaquah Office Center). The proceeds from these sales were reinvested via 1031 tax-deferred exchanges in various Hawaii acquisitions in 2013.

12

A&B’s Mainland commercial properties owned as of year-end 2013 were as follows:

Property	Location	Type	Leasable Area (sq. ft.)
Midstate 99 Distribution Center	Visalia, CA	Industrial	789,100
Sparks Business Center	Sparks, NV	Industrial	396,100
1800 and 1820 Preston Park	Plano, TX	Office	198,800
Ninigret Office Park X and XI	Salt Lake City, UT	Office	185,500
San Pedro Plaza	San Antonio, TX	Office/Retail	172,000
2868 Prospect Park	Sacramento, CA	Office	162,900
Little Cottonwood Center	Sandy, UT	Retail	141,500
Concorde Commerce Center	Phoenix, AZ	Office	137,200
Deer Valley Financial Center	Phoenix, AZ	Office	126,600
Union Bank	Everett, WA	Office	84,000
2890 Gateway Oaks	Sacramento, CA	Office	58,700
Wilshire Shopping Center	Greeley, CO	Retail	46,500
Royal MacArthur Center	Dallas, TX	Retail	44,400
Total			2,543,300

(c)    Lease Expirations

The Company’s schedule of lease expirations for its Hawaii and U.S. Mainland commercial portfolio is as follows:

Year of expiration	Sq. ft. of expiring leases	Percentage of total leased GLA(1)		Annual gross rent expiring(2)  ($ in millions)	Percentage of total annual gross rent(2)
2014	369,088	8.4	%	7.0	9.6	%
2015	751,061	17.0	%	10.8	14.8	%
2016	828,337	18.7	%	10.4	14.2	%
2017	610,490	13.8	%	10.6	14.5	%
2018	571,623	12.9	%	7.2	9.9	%
2019	361,383	8.2	%	8.5	11.6	%
2020	191,885	4.3	%	3.4	4.7	%
2021	219,403	5.0	%	4.5	6.2	%
2022	66,682	1.5	%	1.7	2.3	%
2023	123,343	2.8	%	1.9	2.6	%
2024	107,032	2.4	%	2.5	3.4	%
Thereafter	221,349	5.0	%	4.5	6.2	%
Total	4,421,676	100.0	%	73.0	100.0	%

(1) Gross leasable area

(2) Annual gross rent means the annualized base rent amounts of expiring leases and includes improved properties only and excludes 0.1 million square feet of month-to-month leases.

13

The Company’s schedule of lease expirations for its ground leases is as follows:

Year of expiration	Annual gross rent expiring ($ in millions)	Percentage of total annual gross rent(2)
Month-to-month	0.8	5.3	%
2014	1.9	12.7	%
2015	0.7	4.7	%
2016	0.8	5.3	%
2017	0.1	0.7	%
2018	0.4	2.7	%
2019	0.3	2.0	%
2020	0.8	5.3	%
2021	0.7	4.7	%
2022	0.3	2.0	%
2023	0.5	3.3	%
2024	—	0.0	%
Thereafter	7.7	51.3	%
Total	15.0	100.0	%

C.Natural Materials and Construction

(1)    Business

The market for the Natural Materials and Construction business can be generally divided into the public sector market and the private sector market. The public sector construction market includes spending by federal, state and county governments for road and highway paving, aggregate materials, and highway-related maintenance and management services. In general, public sector spending is less cyclical than private sector construction projects. Approximately 90 percent of Grace’s calendar 2013 paving revenue is directly or indirectly attributable to public sector contracts. Public sector contracts may be, but generally are not, cancelled prior to commencement of the work. The private sector construction market includes spending for non-residential and residential asphalt paving and material sales. Private sector spending is generally more cyclical than public sector spending and is primarily driven by economic conditions in the state.

Crushed basalt aggregate, liquid asphalt and asphaltic concrete are primarily used by Grace in its paving contracting business, but are also sold to third parties. Approximately 6.7 percent, 11.6 percent and 6.7 percent of revenue were from sales of crushed basalt aggregate, liquid asphalt, and asphaltic concrete, respectively, to third parties in calendar year 2013. In 2013, completed contracts with federal, state and county agencies in Hawaii represented approximately 42 percent of total Natural Materials and Construction revenue. The State of Hawaii and the County of Honolulu collectively represented approximately 36 percent of total Natural Materials and Construction revenue in calendar year 2013.

Aggregate—Grace mines, processes, and markets basalt aggregate from its Makakilo quarry on the island of Oahu. Additionally, Grace owns a quarry on the island of Molokai and licenses approximately 265 acres to an unrelated party that mines and processes basalt aggregate. Aggregate production involves drilling and blasting rock from quarries, crushing the rock to appropriate sizes and screening materials after extraction to separate aggregate into two grades with more than 20 gradations with varying specifications. Basalt aggregate is used in the construction industry for residential and commercial developments, highways, roads, asphaltic concrete, and ready-mix concrete products. Based on production in 2013, Grace was one of the largest producers of basalt aggregate in the state. Grace’s primary competitors in the aggregate sector on Oahu are quarries operated by Ameron Hawaii and Hawaiian Cement. Aggregate can also be imported into Hawaii from abroad to meet the state’s needs. Due to the high cost of handling and transporting aggregate, location is an important driver in determining a customer’s preferred source.

Asphaltic Concrete ("hot mix asphalt")—Grace imports liquid asphalt through its 70 percent owned consolidated subsidiary, GLP Asphalt, LLC (“GLP”), for use in the manufacture of asphaltic concrete or hot mix asphalt. Asphaltic concrete is produced by heating asphalt to a liquid consistency, drying the aggregate to remove moisture, and mixing the liquid asphalt with the aggregate in "hot mix plants." Asphaltic concrete consists of approximately 94 percent aggregate and 6 percent asphalt. To produce asphaltic concrete, Grace uses basalt aggregate from its own quarries, as well as from competitors’ quarries and reclaimed asphalt pavement (“RAP,” or existing road surfaces that are removed and recycled). Due to the high cost of transporting rock, Grace will generally utilize aggregate sources nearest to its hot mix plant and/or locate its hot mix plant next to the

14

aggregate resource. Grace sources liquid asphalt through GLP, which purchases asphalt mainly from Canada and Venezuela, typically several times a year, depending on demand and the size of the available shipments. GLP is currently the only local distributor of liquid asphalt, and approximately 57 percent of GLP asphalt sales are to Grace. Liquid asphalt production and sales at a Tesoro petroleum refinery on Oahu ceased in April 2013. This refinery produced liquid asphalt as a by-product of petroleum in its refining operation and also imported crude oil specifically to produce liquid asphalt. In October 2013, Tesoro sold the refinery to Par Petroleum, which currently operates the refinery for liquid fuel production only. Whether Par Petroleum will produce and supply liquid asphalt in the future is not currently known.

Grace has seven hot mix plants—three on Oahu, one on Maui, one on Kauai, one on Hawaii island, and one on Molokai. Approximately 21 percent of asphaltic concrete produced by Grace is sold to third parties and the remainder is used on Grace construction jobs by its asphalt paving division.

Asphalt Paving—The asphalt paving market is predominately composed of paving projects contracted by federal, state and county agencies. The contracts are based on competitive sealed bids, with the bid awarded to a qualified contractor with the lowest bid. Depending on contract requirements, Grace may serve as prime contractor or subcontractor. Depending on the available workflow, Grace operates five to seven paving crews on Oahu and one or more on each of the other major islands in the state. On the islands of Maui and Molokai, Grace provides asphalt paving through Maui Paving, LLC, a non-consolidated 50 percent-owned joint venture. Approximately 90 percent of all asphalt paving work is currently performed for federal, state and county governmental entities. The remainder of the work consists of private contracts, such as residential and commercial developments.

Grace’s primary paving competitors include Jas A. Glover, Ltd. on most islands; Roads and Highways, LLC (a division of Sterling Construction—NASDAQ: STRL) and Road Builders Corp. on Oahu; and Maui Master Builders, Inc. on Maui.

Construction-Related Products—Through various consolidated subsidiaries, Grace provides a range of construction-related products. Grace’s subsidiary, GP Roadway Solutions, Inc. (“GPRS”) operates as a subcontractor and prime contractor and provides guardrail, fencing and sign installation and maintenance; rents and sells safety and traffic control equipment and supplies; provides traffic control services; provides road and parking lot striping, seal coating and crack sealing, and security services; and performs application of maintenance-related encapsulation product. Grace’s 51 percent-owned GP/RM Prestress, LLC (“GP/RM”) is a manufacturer and supplier in the prestressed and precast concrete industry. GP/RM fabricates architectural concrete products such as exterior columns, walls and spandrels in a variety of colors with varying finishes and features used in the construction of parking structures, buildings and high rises. GP/RM is also a major supplier of structural concrete products such as rectangular, hexagonal, and octagonal columns, various types of beams, double tees, walls, spandrels, stairs, flat slabs, bridge girders, planks, and stadium bleachers used to support various types of structures.

As of December 31, 2013, Grace’s total backlog, which consists of signed contracts and awarded contracts not yet executed, including the backlog of GPRS, GP/RM, and Maui Paving, LLC, a 50 percent-owned non-consolidated affiliate, totaled approximately $218.1 million, compared to $167.7 million as of December 31, 2012. Over the next 12 months, Grace expects that approximately 70 percent–75 percent of its existing backlog at December 31, 2013 will be completed, subject to the timing of project commencement.

(2)     Assets

Quarries: Grace owns 541 acres in Makakilo, Oahu, approximately 200 acres of which are used for its quarrying operations. Approximately 0.9 million tons of rock were mined and processed in 2013. The operation of the quarry is governed by special and conditional use permits, which allow Grace to extract aggregate through 2032. Grace also owns approximately 265 acres on Molokai, which are licensed to a third-party operator for quarrying operations.

Grace began the infrastructure work for new crushing plants, which are used to reduce large rocks down to salable grade aggregate, at the Makakilo quarry in June 2012. Primary and secondary crushing plants are used to reduce quarried rock output into the appropriate sizes for finishing, while the finishing plants are used to separate and size aggregate in each grade to exact product specifications. The erection of the new “A” grade finish plant began in January 2013, and was online at the end of September 2013. The existing “B” grade finish plant upgrade is expected to be completed by March 2014. The new primary and secondary crushing plants are expected to be completed by the end of 2014. The new facilities are expected to increase the productivity and efficiency of the operations resulting in lower production costs. The total cost of the quarry improvements is expected to be approximately $39.6 million, of which $35.5 million has been incurred through December 31, 2013.

Equipment: Grace owns approximately 540 pieces of on and off highway rolling stock, which consists of heavy duty trucks, passenger vehicles and various road paving, quarrying and operations equipment. Additionally, Grace owns approximately

15

550 pieces of non-rolling stock items used in its operations, such as generators, transit tankers, light towers, message boards and nuclear gauges. Grace also owns seven asphaltic concrete plants and six crushers.

D.    Agribusiness

(1)    Production

A&B has been engaged in the production of cane sugar in Hawaii since 1870. A&B’s current agribusiness and related operations consist of: (1) a sugar plantation on the island of Maui, operated by its Hawaiian Commercial & Sugar Company (“HC&S”) division, (2) renewable energy operations on the island of Kauai, operated by its McBryde Resources, Inc. (“McBryde”) subsidiary, and (3) its Kahului Trucking & Storage, Inc. (“KT&S”) subsidiary, which provide several types of trucking services, including sugar and molasses hauling on Maui, mobile equipment maintenance and repair services on Maui, Kauai, and the Big Island, and self-service storage facilities on Maui and Kauai, and (4) Hawaiian Sugar & Transportation Cooperative (“HS&TC”), an agricultural cooperative that provides raw sugar marketing and transportation services solely to HC&S. HS&TC owns the MV Moku Pahu, a Jones Act-qualified integrated tug barge bulk dry carrier, which is used to transport raw sugar from Hawaii to the U.S. West Coast and coal from the U.S. West Coast to Hawaii.

HC&S is Hawaii’s only producer of raw sugar, producing approximately 191,500 tons of raw sugar in 2013 (compared with 178,300 tons in 2012). The primary reasons for the increase in production were higher yields on the plantation due to improved farming practices and water deliveries. HC&S harvested 15,400 acres of sugar cane in 2013 (compared with 15,900 acres in 2012). Yields averaged 12.4 tons of sugar per acre in 2013 (compared to 11.3 tons of sugar per acre in 2012). As a by-product of sugar production, HC&S also produced approximately 54,800 tons of molasses in 2013 (compared to 50,500 tons in 2012).

In 2013, approximately 16,100 tons of sugar (compared to 15,600 tons in 2012) were processed by HC&S into specialty food-grade sugars under HC&S’s Maui Brand^® trademark or repackaged by distributors under their own labels.

HC&S and McBryde produce electricity for internal use and for sale to the local electric utility companies. HC&S’s power is produced by burning bagasse (the residual fiber of the sugar cane plant), by hydroelectric power generation and, when necessary, by burning fossil fuels. McBryde produces power through hydroelectric and solar generation. The price for the power sold by HC&S is equal to the utility companies’ “avoided cost” of not producing such power themselves. In addition, HC&S receives a capacity payment to provide a guaranteed power generation capacity to the local utility. The price for the power sold by McBryde is based on fixed prices that vary along a sliding scale tied to volume. See “Energy” below for power production and sales data.

(2)    Marketing of Sugar

Approximately 91 percent of the sugar produced by HC&S in 2013 was bulk raw sugar purchased by C&H Sugar Company, Inc. (“C&H”). C&H processes the raw cane sugar at its refinery at Crockett, California and markets the refined products primarily in the western and central United States. Pursuant to a supply contract with HS&TC, the raw sugar is sold to C&H at a price equal to the New York No. 16 Contract settlement price, less a volume-based discount.

The remaining 9 percent of the sugar produced by HC&S was specialty food-grade sugars, which are sold by HC&S to food and beverage producers and to retail stores under its Maui Brand^® label, and to distributors that repackage the sugars under their own labels. HC&S’s largest food-grade sugar customers are Cumberland Packing Corp. and Sugar Foods Corporation, which repackage HC&S’s turbinado sugar for their “Sugar in the Raw” product line.

(3)    Sugar Competition and Legislation

Hawaii has traditionally produced more sugar per acre than most other major producing areas of the world, but that advantage is offset by Hawaii’s high labor costs and the distance to the Mainland market. HC&S sells its bulk raw sugar in the U.S. domestic market based on the New York No. 16 Contract settlement prices.

The U.S. Congress historically has sought, through legislation, to assure a reliable domestic supply of sugar at stable and reasonable prices. The current legislation is the Food Conservation and Energy Act of 2008, which expired on December 31, 2012 (“2008 Farm Bill”), but was extended one year during the national “fiscal cliff” negotiations. The current bill covers the U.S. sugar crop through the end of the 2013 U.S. Department of Agriculture (USDA) fiscal year, which ends at the end of September 2014. Congress is currently working to finalize the 2014 Farm Bill and the USDA is preparing to implement the new law as soon as it is passed. The two main elements of U.S. sugar policy are the tariff-rate quota (“TRQ”) import system and the price support loan program. The TRQ system limits imports from 40 countries by allowing a specific quota amount to enter the U.S. Mexico has unlimited duty free access to the U.S. sugar market, which will be discussed in more detail during further farm bill

16

Congressional negotiations. A higher, over-quota tariff is imposed for imported quantities above the quota amount. Also, a new, but limited, sucrose ethanol program was added in 2008, which allows sugar to be diverted into ethanol production when the market is deemed to be oversupplied. The U.S. is generally the world’s fifth largest sugar producer and first or second largest sugar importer.

The 2008 Farm Bill reauthorized the sugar price support loan program, which supports the U.S. price of sugar by providing for commodity-secured loans to producers. A loan rate (support price) of 18.50 cents per pound (“¢/lb”) for raw cane sugar was in effect for the 2010 and 2011 crops. The loan rate increases to 18.75 ¢/lb for the 2012 and 2013 crops (the last year of the bill). The U.S. rates are adjusted by region to reflect the cost of transportation. The 2013 adjusted crop loan rate in Hawaii is 17.95¢/lb. A&B does not currently participate in the sugar price support loan program.

In 2005, the U.S. approved a trade pact with Central America and the Dominican Republic, known as the Central America-Dominican Republic-United States Free Trade Agreement. In 2006, the first year of the agreement, additional sugar market access for participating countries amounted to about 1.2 percent of current U.S. sugar consumption (107,000 metric tons), which will grow to about 1.7 percent (151,000 metric tons) in its fifteenth year.

Implementation of the North American Free Trade Agreement (NAFTA) began in 1994. This agreement removed most barriers to trade and investment among the U.S., Canada and Mexico. Under NAFTA, all non-tariff barriers to agricultural trade between the U.S. and Mexico were eliminated. In addition, many tariffs were eliminated immediately or phased out. Starting in 2008, Mexico was permitted to ship an unlimited quantity of sugar duty-free to the U.S. each year.

U.S. raw sugar prices remained relatively stable and flat for over thirty years. The full implementation of NAFTA in 2008, which unified the U.S. and Mexican sugar markets, increased price volatility. In 2009, a tight NAFTA supply/demand outlook and a soaring world raw sugar market combined to push U.S. raw sugar prices to 29-year highs. Prices have since steadily declined in 2012 and 2013 due to a recent NAFTA and world market surplus. A chronological chart of the average U.S. domestic raw sugar prices, based on the average daily New York No. 16 Contract settlement price for domestic raw sugar, is shown below (not adjusted for inflation):

(4)    Land Designations and Water

The HC&S sugar plantation, the only remaining sugar plantation in Hawaii, consists of 43,300 acres, with approximately 36,000 acres under active sugar cane cultivation.

On Kauai, approximately 3,000 acres are cultivated in coffee by Massimo Zanetti Beverage USA, Inc., which leases the land from A&B. Additional acreage is cultivated in seed corn and used for pasture purposes.

The Hawaii Legislature, in 2005, passed Important Agricultural Lands (“IAL”) legislation to fulfill the state constitutional mandate to protect agricultural lands, promote diversified agriculture, increase the state’s agricultural self-sufficiency, and assure the availability of agriculturally suitable lands. In 2008, the Legislature passed a package of incentives, which is necessary to trigger the IAL system of land designation. In 2009, A&B received approval from the State Land Use

17

Commission for the designation of over 27,000 acres on Maui and over 3,700 acres on Kauai as IAL. These designations were the result of voluntary petitions filed by A&B.

It is crucial for HC&S to have access to reliable sources of water supply and efficient irrigation systems. HC&S conserves water by using “drip” irrigation systems that distribute water to the roots through small holes in plastic tubes. All but a small area of the cultivated cane land farmed by HC&S is drip irrigated.

A&B owns 16,000 acres of watershed lands in East Maui, which supply a portion of the irrigation water used by HC&S. A&B also held four water licenses to another 30,000 acres owned by the State of Hawaii in East Maui, which over the last ten years have supplied approximately 58 percent of the irrigation water used by HC&S. The last of these water license agreements expired in 1986, and all four agreements were then extended as revocable permits that were renewed annually. In 2001, a request was made to the State Board of Land and Natural Resources (the “BLNR”) to replace these revocable permits with a long-term water lease. Pending the conclusion by the BLNR of this contested case hearing on the request for the long-term lease, the BLNR has renewed the existing permits on a holdover basis. A&B also holds rights to an irrigation system in West Maui, which provided approximately 15 percent of the irrigation water used by HC&S over the last ten years. For information regarding legal proceedings involving A&B’s irrigation systems, see “Legal Proceedings” below.

(5)    Energy

As has been the practice with sugar plantations throughout Hawaii, HC&S uses bagasse, the residual fiber of the sugar cane plant, as a fuel to generate steam for the production of most of the electrical power for sugar milling and irrigation pumping operations. In addition to bagasse, HC&S uses coal, diesel, fuel oil, and recycled motor oil to generate power during factory shutdown periods when bagasse is not being produced or during periods when bagasse is not produced in sufficient quantities. HC&S also generates a limited amount of hydroelectric power. To the extent it is not used in A&B’s factory and farming operations, HC&S sells electricity. In 2013, HC&S produced and sold, respectively, approximately 194,200 megawatt hours (MWH) and 58,900 MWH of electric power (compared with 182,100 MWH produced and 58,200 MWH sold in 2012). The slight increase in power sold was due to increased power plant availability in 2013 as compared to 2012 where mechanical problems with one of the boilers at HC&S occurred during the first half of 2012. Hydroelectric generation was depressed during the year due to extended drought conditions on Maui. HC&S’s use of oil in 2013 of 16,000 barrels was 6 percent less than the 17,600 barrels used in 2012. Coal used for power generation was 51,700 short tons, about 700 tons more than that used in 2012. More coal was required because of the higher number of green cane harvesting days in the 2013 harvesting season, which produces lower quality bagasse for use as boiler fuel in the power plant.

In 2013, McBryde produced approximately 25,900 MWH of hydroelectric power (compared with approximately 30,500 MWH in 2012). To the extent it is not used in A&B-related operations, McBryde sells electricity to Kauai Island Utility Cooperative (“KIUC”). Power sales in 2013 amounted to approximately 31,200 MWH (compared with 24,100 MWH in 2012). The increase in power produced and sold was due to the Company's 6 MW photovoltaic solar power generation facility that was placed in service in December 2012.

Employees and Labor Relations

As of December 31, 2013, A&B and its subsidiaries had 1,446 regular full-time employees. The Agribusiness segment employed 803 regular full-time employees, the Real Estate segment employed 55 regular full-time employees, the Natural Materials and Construction business employed 524 regular full-time and part-time employees, and the remaining employees were employed in administration. Approximately 69 percent were covered by collective bargaining agreements with unions.

Bargaining unit employees of HC&S are covered by two collective bargaining agreements with the International Longshore and Warehouse Union (“ILWU”). The agreements with the HC&S production unit employees and clerical and technical employees bargaining units cover approximately 640 workers.  The production unit agreement was renegotiated in 2013 and expires on January 31, 2017. The clerical and technical employee agreement expired on January 31, 2014 and  is currently being renegotiated.  The bargaining unit employees at KT&S also are covered by two collective bargaining agreements with the ILWU. The bulk sugar employees’ agreement expires on June 30, 2014 and the agreement with all other employees expires on March 31, 2015. There are two collective bargaining agreements with A&B Fleet Services employees, on the Big Island and Kauai, represented by the ILWU.  Both of those agreements expire on August 31, 2014.

A collective bargaining agreement with the International Union of Operating Engineers AFL-CIO, Local Union 3 (“IUOE”) covers approximately 188 of Grace’s employees, who are primarily classified as heavy duty equipment operators, paving construction site workers, quarry workers, truck drivers, and mechanics. The current agreement with IUOE expires on August 31, 2014.

18

Collective bargaining agreements with Laborers International Union of North America Local 368 (“Laborers”) cover approximately 138 Grace employees who engage in various types of work. The agreements with Laborers cover wage and fringe benefits packages for specific sets of employees and expire as follows: the fence, guardrail, and sign installation laborers’ agreement expires on September 30, 2014; the traffic and rentals laborers’ agreement expires on August 31, 2015; and the precast/prestressed laborers’ agreement expires on August 31, 2015.

Available Information

A&B files reports with the Securities and Exchange Commission (the “SEC”). The reports and other information filed include: annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other reports and information filed under the Securities Exchange Act of 1934 (the “Exchange Act”).

The public may read and copy any materials A&B files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at www.sec.gov, which contains reports, proxy and information statements, and other information regarding A&B and other issuers that file electronically with the SEC.

A&B makes available, free of charge on or through its Internet website, A&B’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the SEC. A&B’s website address is www.alexanderbaldwin.com.

ITEM 1A. RISK FACTORS

A&B’s business and its common stock are subject to a number of risks and uncertainties. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Form 10-K and the Company’s filings with the U.S. Securities and Exchange Commission. Based on information currently known, A&B believes that the following information identifies the most significant risk factors affecting A&B’s business and its common stock. However, the risks and uncertainties faced by A&B are not limited to those described below, nor are they listed in order of significance. Additional risks and uncertainties not presently known to A&B or that it currently believes to be immaterial may also materially adversely affect A&B’s business, liquidity, financial condition, results of operation and cash flows. This Form 10-K also contains forward-looking statements that involve risks and uncertainties.

If any of the following events occur, A&B’s business, liquidity, financial condition, results of operations, and cash flows could be materially adversely affected, and the trading price of A&B common stock could materially decline.

Risks Relating to A&B’s Business

Note: All references to “A&B” in this section refers to, and includes, each segment and line of business comprising A&B, and any reference to any particular segment or line of business does not limit the foregoing.

Changes in economic conditions that result in a decrease in consumer confidence or market demand for A&B’s real estate assets in Hawaii and the Mainland may adversely affect A&B’s financial position, results of operations, liquidity, or cash flows.

A weakening of economic drivers in Hawaii, which include tourism, military spending, construction starts, personal income growth, and employment, or the weakening of consumer confidence, market demand, or economic conditions the Mainland, may adversely affect the demand for or sale of Hawaii real estate and the level of real estate leasing activity in Hawaii and on the Mainland.

A&B may face new or increased competition.

There are numerous other developers, buyers, managers and owners of commercial and residential real estate and undeveloped land that compete or may compete with A&B for management and leasing revenues, land for development, properties for acquisition and disposition, and for tenants and purchasers for properties. Increased vacancies, decreased rents, sales prices or sales volume, or lack of development opportunities may lead to a deterioration in results from A&B’s real estate businesses.

19

A&B may face potential difficulties in obtaining operating and development capital.

The successful execution of A&B’s strategy requires substantial amounts of operating and development capital both initially and over time. Sources of such capital could include banks, life insurance companies, public and private offerings of debt or equity, including rights offerings, sale of certain assets and joint venture partners. If A&B’s credit profile deteriorates significantly, its access to the debt capital markets or its ability to renew its committed lines of credit may become restricted, the cost to borrow may increase, or A&B may not be able to refinance debt at the same levels or on the same terms. Because A&B will rely on its ability to obtain and draw on a revolving credit facility to support its operations, any volatility in the credit and financial markets or deterioration in A&B’s credit profile that prevents A&B from accessing funds could have an adverse effect on A&B’s financial condition and cash flows. There is no assurance that any capital will be available on terms acceptable to A&B or at all in order to satisfy A&B’s short or long-term cash needs.

A&B may increase its debt level or raise additional capital in the future, which could affect its financial health and may decrease its profitability.

To execute its business strategy, A&B may require additional capital. If A&B incurs additional debt or raises equity through the issuance of preferred stock, the terms of the debt or preferred stock issued may give the holders rights, preferences and privileges senior to those of holders of A&B common stock, particularly in the event of liquidation. The terms of any new debt may also impose additional and more stringent restrictions on A&B’s operations than currently in place. If A&B issues additional common equity, either through public or private offerings or rights offerings, your percentage ownership in A&B would decline if you do not participate on a ratable basis. If A&B is unable to raise additional capital when required, it could affect A&B’s liquidity, financial condition, results of operations and cash flows.

Failure to comply with certain restrictive financial covenants contained in A&B’s credit facilities could impose restrictions on A&B’s business segments, capital availability, the ability to pursue other activities or otherwise adversely affect A&B.

A&B’s credit facilities contain certain restrictive financial covenants. If A&B breaches any of the covenants and such breach is not cured timely or waived by the lenders, and results in default, A&B’s access to credit may be limited or terminated and the lenders could declare any outstanding amounts immediately due and payable.

A rapid increase in interest rates may increase A&B’s overall interest rate expense.

A rapid increase in interest rates could have an immediate adverse impact on A&B due to its outstanding floating-rate debt. In the event of an increase in interest rates, A&B may be unable to refinance maturing debt with new debt at equal or better interest rates.

A&B’s significant operating agreements and leases could be replaced on less favorable terms or may not be replaced.

The significant operating agreements and leases of A&B in its various businesses expire at various points in the future and may not be replaced or could be replaced on less favorable terms, thereby adversely affecting A&B’s future financial position, results of operations and cash flows.

An increase in fuel prices may adversely affect A&B’s profits.

Fuel prices are a significant factor that has a direct impact on the health of the Hawaii economy. The price and supply of fuel are unpredictable and fluctuate based on events beyond A&B’s control. Increases in the price of fuel may result in higher transportation costs to Hawaii and adversely affect visitor counts and the cost to ship goods into Hawaii, thereby affecting the strength of the Hawaii economy and its consumers. Increases in fuel costs also can lead to other direct expense increases to A&B through, for example, increased costs of energy and petroleum-based raw materials. Increases in energy costs for A&B’s leased real estate portfolio are typically recovered from lessees, although A&B’s share of energy costs increases as a result of lower occupancies, and higher operating cost reimbursements impact the ability to increase underlying rents. Rising fuel prices also may increase the cost of construction, including delivery costs to Hawaii, and the cost of materials that are petroleum-based, thus affecting A&B’s real estate development projects. Finally, rising fuel prices will impact the cost of producing and transporting sugar.

Noncompliance with, or changes to, federal, state or local law or regulations, including passage of climate change legislation or regulation, may adversely affect A&B’s business.

A&B is subject to federal, state and local laws and regulations, including government rate regulations, land use regulations, environmental regulations, tax regulations and federal government administration of the U.S. sugar program.

20

Noncompliance with, or changes to, the laws and regulations governing A&B’s business could impose significant additional costs on A&B and adversely affect A&B’s financial condition and results of operations. For example, the real estate segments are subject to numerous federal, state and local laws and regulations, which, if changed, or not complied with may adversely affect A&B’s business. The Agribusiness segment is subject to the federal government’s administration of the U.S. sugar program, such as the 2008 Farm Bill, and the Hawaii Public Utilities Commission’s regulation of agreements between A&B and Hawaii’s utilities regarding the sale of electric power. Further changes to these laws and regulations could adversely affect A&B. Climate change legislation, such as limiting and reducing greenhouse gas emissions through a “cap and trade” system of allowances and credits, if enacted, may have an adverse effect on A&B’s business.

Work stoppages or other labor disruptions by the unionized employees of A&B or other companies in related industries may adversely affect A&B’s operations.

As of December 31, 2013, A&B had 1,446 regular full-time employees, of which approximately 69 percent were covered by collective bargaining agreements with unions. A&B may be adversely affected by actions taken by employees of A&B or other companies in related industries against efforts by management to control labor costs, restrain wage or benefits increases or modify work practices. Strikes and disruptions may occur as a result of the failure of A&B or other companies in its industry to negotiate collective bargaining agreements with such unions successfully. For example, in its Real Estate Sales segment, A&B may be unable to complete construction of its projects if building materials or labor are unavailable due to labor disruptions in the relevant trade groups.

The loss of or damage to key vendor and customer relationships may adversely affect A&B’s business.

A&B’s business is dependent on its relationships with key vendors, customers and tenants. For example, in A&B’s Agribusiness segment, HC&S’s relationship with C&H Sugar Company, Inc., the primary buyer of HC&S’s raw sugar, is critical. The loss of or damage to any of these key relationships may affect A&B’s business adversely.

Interruption or failure of A&B’s information technology and communications systems could impair A&B’s ability to operate and adversely affect its business.

A&B is highly dependent on information technology systems. All information technology and communication systems are subject to reliability issues, integration and compatibility concerns, and security-threatening intrusions. A&B may experience failures caused by the occurrence of a natural disaster, or other unanticipated problems at A&B’s facilities. Any failure of A&B’s systems could result in interruptions in its service or production, reductions in its revenue and profits and damage to its reputation.

A&B is susceptible to weather and natural disasters.

A&B’s real estate operations are vulnerable to natural disasters, such as hurricanes, earthquakes, tsunamis, floods, fires, tornadoes and unusually heavy or prolonged rain, which could damage its real estate holdings and which could result in substantial repair or replacement costs to the extent not covered by insurance, a reduction in property values, or a loss of revenue, and could have an adverse effect on its ability to develop, lease and sell properties. The occurrence of natural disasters could also cause increases in property insurance rates and deductibles, which could reduce demand for, or increase the cost of owning or developing, A&B’s properties.

For the Agribusiness segment, drought, greater than normal rainfall, hurricanes, low-wind conditions, earthquakes, tsunamis, floods, fires, other natural disasters or agricultural pestilence may have an adverse effect on the sugar planting, harvesting and production, electricity generation and sales, and the Agribusiness segment’s facilities, including dams and reservoirs.

For the Natural Materials and Construction segment, because all of Grace’s construction projects are completed outdoors, its operations are substantially dependent on weather conditions. For example, lengthy periods of wet weather will generally interrupt construction activities, which lead to under-utilization of crews and equipment, resulting in less efficient rates of overhead recovery. As a result, prolonged precipitation or other adverse weather-related conditions can adversely affect Grace’s operations and its financial results. While revenues can be recovered following a period of bad weather, it is generally difficult to recover the cost of inefficiencies, and significant periods of bad weather could reduce profitability of affected contracts both in the current period and during the future life of affected contracts. Such reductions in contract profitability could negatively affect Grace’s results of operations in current and future periods until the affected contracts are completed.

Because Grace’s aggregate division also conducts its activities outdoors, unpredictable weather conditions can affect Grace’s aggregate production and sales activity. Adverse weather conditions also restrict the demand for Grace’s products, and

21

impede its ability to efficiently transport material. Adverse weather conditions also increase Grace’s costs and reduce its production output as a result of power loss, needed plant and equipment repairs, time required to remove or allow water to evaporate from the project site, and similar events. The aggregate division’s production and sales levels follow activity in the construction industry, which is also significantly affected by weather conditions.

A&B maintains casualty insurance under policies it believes to be adequate and appropriate. These policies are generally subject to large retentions and deductibles. Some types of losses, such as losses resulting from physical damage to dams or crop damage, generally are not insured. In some cases A&B retains the entire risk of loss because it is not economically prudent to purchase insurance coverage or because of the perceived remoteness of the risk. Other risks are uninsured because insurance coverage may not be commercially available. Finally, A&B retains all risk of loss that exceeds the limits of its insurance.

Heightened security measures, war, actual or threatened terrorist attacks, efforts to combat terrorism and other acts of violence may adversely impact A&B’s operations and profitability.

War, terrorist attacks and other acts of violence may cause consumer confidence and spending to decrease, or may affect the ability or willingness of tourists to travel to Hawaii, thereby adversely affecting Hawaii’s economy and A&B. Additionally, future terrorist attacks could increase the volatility in the U.S. and worldwide financial markets.

Loss of A&B’s key personnel could adversely affect its business.

A&B’s future success will depend, in significant part, upon the continued services of its key personnel, including its senior management and skilled employees. The loss of the services of key personnel could adversely affect its future operating results because of such employee’s experience and knowledge of its business and customer relationships. If key employees depart, A&B may have to incur significant costs to replace them, and A&B’s ability to execute its business model could be impaired if it cannot replace them in a timely manner. A&B does not expect to maintain key person insurance on any of its key personnel.

A&B is subject to, and may in the future be subject to, disputes, legal or other proceedings, or government inquiries or investigations, that could have an adverse effect on A&B.

The nature of A&B’s business exposes it to the potential for disputes, legal or other proceedings, or government inquiries or investigations, relating to labor and employment matters, personal injury and property damage, environmental matters, construction litigation, and other matters, as discussed in the other risk factors disclosed in this section. These disputes, individually or collectively, could harm A&B’s business by distracting its management from the operation of its business. If these disputes develop into proceedings, these proceedings, individually or collectively, could involve or result in significant expenditures or losses by A&B, which could have an adverse effect on A&B’s future operating results, including profitability, cash flows, and financial condition. For more information, see Item 3 entitled “Legal Proceedings.” As a real estate developer, A&B may face warranty and construction defect claims, as described below under “—Risks Related to A&B’s Real Estate Segments.”

Changes in the value of pension assets, or a change in pension law or key assumptions, may adversely affect A&B’s financial performance.

The amount of A&B’s employee pension and postretirement benefit costs and obligations are calculated on assumptions used in the relevant actuarial calculations. Adverse changes in any of these assumptions due to economic or other factors, changes in discount rates, higher health care costs, or lower actual or expected returns on plan assets, may adversely affect A&B’s operating results, cash flows, and financial condition. In addition, a change in federal law, including changes to the Employee Retirement Income Security Act and Pension Benefit Guaranty Corporation premiums, may adversely affect A&B’s single-employer pension plans and plan funding. These factors, as well as a decline in the fair value of pension plan assets, may put upward pressure on the cost of providing pension and medical benefits and may increase future pension expense and required funding contributions. Although A&B has actively sought to control increases in these costs, there can be no assurance that it will be successful in limiting future cost and expense increases, and continued upward pressure in costs and expenses could further reduce the profitability of A&B’s businesses.

Risks Relating to A&B’s Real Estate Segments

A&B is subject to risks associated with real estate construction and development.

A&B’s development projects are subject to risks relating to A&B’s ability to complete its projects on time and on budget. Factors that may result in a development project exceeding budget or being prevented from completion include, but are not limited to:

22

• an inability of A&B or buyers to secure sufficient financing or insurance on favorable terms, or at all;

• construction delays, defects, or cost overruns, which may increase project development costs;

• an increase in commodity or construction costs, including labor costs;

• the discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues;

• an inability to obtain, or significant delay in obtaining, zoning, construction, occupancy and other required governmental permits and authorizations;

• difficulty in complying with local, city, county and state rules and regulations regarding permitting, zoning, subdivision, utilities, affordable housing, and water quality as well as federal rules and regulations regarding air and water quality and protection of endangered species and their habitats;

• an inability to have access to sufficient and reliable sources of water or to secure water service or meters for its projects;

• an inability to secure tenants or buyers necessary to support the project or maintain compliance with debt covenants;

• failure to achieve or sustain anticipated occupancy or sales levels;

• buyer defaults, including defaults under executed or binding contracts;

• condemnation of all or parts of development or operating properties, which could adversely affect the value or viability of such projects; and

• an inability to sell A&B’s constructed inventory.

Any of these risks has the potential to adversely affect A&B’s operating results.

The reduction in availability of mortgage financing may adversely affect A&B’s real estate business.

As a result of the financial crisis of 2008-2009, the financial industry experienced significant instability due to, among other things, declining property values and increasing defaults on loans. This led to tightened credit requirements, reduced liquidity and increased credit risk premiums for virtually all borrowers. Fewer loan products and strict loan qualifications make it more difficult for borrowers to finance the purchase of units in A&B’s projects. Additionally, the stringent requirements to obtain financing for buyers of commercial properties make it significantly more difficult for A&B to sell commercial properties and may negatively impact the sales prices and other terms of such sales. The stringent credit environment may also impact A&B in other ways, including the credit or solvency of customers, vendors, tenants, or joint venture partners, and the ability of partners to fund their financial obligations to joint ventures.

A decline in leasing rental income could adversely affect A&B.

A&B owns a portfolio of commercial income properties. Factors that may adversely affect the portfolio’s profitability include, but are not limited to:

• a significant number of A&B’s tenants are unable to meet their obligations;

• increases in non-recoverable operating and ownership costs;

• A&B is unable to lease space at its properties when the space becomes available;

• the rental rates upon a renewal or a new lease are significantly lower than prior rents or do not increase sufficiently to cover increases in operating and ownership costs;

• the providing of lease concessions, such as free or discounted rents and tenant improvement allowances; and

• the discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues at the property.

The bankruptcy of key tenants may adversely affect A&B’s revenues and profitability.

A&B may derive significant revenues and earnings from certain key tenants. If one or more of these tenants declare bankruptcy or voluntarily vacates from the leased premise and A&B is unable to re-lease such space or to re-lease it on comparable or more favorable terms, A&B’s liquidity, financial position, results of operations and cash flows may be adversely

23

impacted. Additionally, A&B’s results of operations may be further adversely impacted by an impairment or “write-down” of intangible assets, such as lease-in-place value or a deferred asset related to straight-line lease rent, associated with a tenant bankruptcy or vacancy.

Governmental entities have adopted or may adopt regulatory requirements that may restrict A&B’s development activity.

A&B is subject to extensive and complex laws and regulations that affect the land development process, including laws and regulations related to zoning and permitted land uses. Government entities have adopted or may approve regulations or laws that could negatively impact the availability of land and development opportunities within those areas. It is possible that increasingly stringent requirements will be imposed on developers in the future that could adversely affect A&B’s ability to develop projects in the affected markets or could require that A&B satisfy additional administrative and regulatory requirements, which could delay development progress or increase the development costs to A&B. Any such delays or costs could have an adverse effect on A&B’s revenues, earnings and cash flows.

Real estate development projects are subject to warranty and construction defect claims in the ordinary course of business that can be significant.

As a developer, A&B is subject to warranty and construction defect claims arising in the ordinary course of business. The amounts payable under these claims, both in legal fees and remedying any construction defects, can be significant and exceed the profits made from the project. As a consequence, A&B may maintain liability insurance, obtain indemnities and certificates of insurance from contractors generally covering claims related to workmanship and materials, and create warranty and other reserves for projects based on historical experience and qualitative risks associated with the type of project built. Because of the uncertainties inherent to these matters, A&B cannot provide any assurance that its insurance coverage, contractor arrangements and reserves will be adequate to address some or all of A&B’s warranty and construction defect claims in the future. For example, contractual indemnities may be difficult to enforce, A&B may be responsible for applicable self-insured retentions, and certain claims may not be covered by insurance or may exceed applicable coverage limits. Additionally, the coverage offered and the availability of liability insurance for construction defects could be limited or costly. Accordingly, A&B cannot provide any assurance that such coverage will be adequate, available at an acceptable cost, or available at all.

A&B is involved in joint ventures and is subject to risks associated with joint venture relationships.

A&B is involved in joint venture relationships, and may initiate future joint venture projects. A joint venture involves certain risks such as, among others:

• A&B may not have voting control over the joint venture;

• A&B may not be able to maintain good relationships with its venture partners;

• the venture partner at any time may have economic or business interests that are inconsistent with A&B’s economic or business interests;

• the venture partner may fail to fund its share of capital for operations and development activities, or to fulfill its other commitments, including providing accurate and timely accounting and financial information to A&B;

• the joint venture or venture partner could lose key personnel; and

• the venture partner could become insolvent, requiring A&B to assume all risks and capital requirements related to the joint venture project, and any resulting bankruptcy proceedings could have an adverse impact on the operation of the project or the joint venture.

In connection with its real estate joint ventures, A&B may be asked to guarantee completion of a joint venture’s construction and development of a project, to guarantee joint venture indebtedness, or to indemnify a third party serving as surety for a joint venture’s bonds for such completion. If A&B were to agree to become obligated to perform under such arrangements, A&B may be adversely affected.

A&B’s financial results are significantly influenced by the economic growth and strength of Hawaii.

Virtually all of A&B’s real estate development activity is conducted in Hawaii. Consequently, the growth and strength of Hawaii’s economy has a significant impact on the demand for A&B’s real estate development projects. As a result, any adverse change to the growth or health of Hawaii’s economy could adversely affect A&B’s financial condition and results of operations.

24

The value of A&B’s development projects and its commercial properties are affected by a number of factors.

The Company has significant investments in various commercial real estate properties, development projects, and joint venture investments. For example, the Company has invested more than $250 million in its Kukui’ula joint venture, including the value of the land. Further weakness in the real estate sector, difficulty in obtaining or renewing project-level financing, and changes in A&B’s investment and development strategy, among other factors, may affect the fair value of these real estate assets owned by A&B or by its joint ventures. If the fair value of A&B’s joint venture development projects were to decline below the carrying value of those assets, and that decline was other-than-temporary, A&B would be required to recognize an impairment loss. Additionally, if the undiscounted cash flows of its commercial properties or development projects were to decline below the carrying value of those assets, A&B would be required to recognize an impairment loss if the fair value of those assets were below their carrying value. Such impairment losses would have an adverse effect on A&B’s financial position and results of operations.

Risks Relating to A&B’s Natural Materials and Construction Segment

Grace may be unable to sustain its historical revenue growth rate and maintain its profitability.

Grace’s revenue has grown in recent years. Grace may be unable to sustain these recent revenue growth rates for a variety of reasons, including decreased government funding for infrastructure projects, limits on additional growth in the Hawaii market, reduced spending by Grace’s customers, an increased number of competitors, less success in competitive bidding for contracts, limitations on access to necessary working capital and investment capital to sustain growth, inability to hire and retain essential personnel and to acquire equipment to support growth, and inability to identify acquisition candidates and successfully acquire and integrate them into Grace’s business. A substantial decline in Grace’s revenue could have a material adverse effect on A&B's financial condition and results of operations if Grace is unable to also reduce its operating expenses.

Economic downturns or reductions in government funding of infrastructure projects could reduce Grace’s revenues and profits and have a material adverse effect on A&B's results of operations.

Grace’s products are used in public infrastructure projects, which include the construction, maintenance and improvement of highways, streets, roads, airport runways, and similar projects. Grace’s businesses, including its aggregates business, are highly dependent on the amount and timing of infrastructure work funded by various governmental entities, which, in turn, depends on the overall condition of the economy, the need for new or replacement infrastructure, the priorities placed on various projects funded by governmental entities and federal, state or local government spending levels. For example, while the City and County of Honolulu administration announced a significant increase in road and highway spending from $100 million in 2012 to a range of $120 million to $150 million annually over the following five years, Grace cannot be assured of the existence, amount and timing of appropriations for spending on these and other future projects, including state and federal spending on roads and highways. Spending on infrastructure could decline for numerous reasons, including decreased revenues received by state and local governments for spending on such projects, including federal funding. State spending on highway and other projects can be adversely affected by decreases or delays in, or uncertainties regarding, federal highway funding, which could adversely affect Grace. Grace is reliant upon contracts with the City and County of Honolulu, the State of Hawaii and the Federal Government for a significant portion of its revenues.

Grace may face community opposition to the operation or expansion of quarries or other facilities.

Quarries and other Grace facilities require special and conditional use permits to operate. Permitting and licensing applications and proceedings and regulatory enforcement proceedings are all matters open to public scrutiny and comment. As a result, from time to time, Grace’s operations may be subject to community opposition and adverse publicity that may have a negative effect on operations and delay or limit any future expansion or development of Grace’s operations, which would have an adverse effect on A&B's business.

Grace operates only in Hawaii, and adverse changes to the economy and business environment in Hawaii could adversely affect Grace’s operations, which could lead to lower revenues and reduced profitability.

Because of Grace’s concentration in a specific geographic location, Grace is susceptible to fluctuations in its business caused by adverse economic or other conditions in Hawaii.

The cancellation of significant contracts or Grace’s disqualification from bidding for new contracts could reduce its revenues and profits and have a material adverse effect on its results of operations.

Contracts that Grace enters into with governmental entities can usually be canceled at any time by them with payment generally only for the work already completed plus a negotiated compensatory overhead recovery amount. In addition, Grace

25

could be prohibited from bidding on certain governmental contracts if it fails to maintain qualifications required by those entities. A cancellation of an unfinished contract with a substantial balance to complete or Grace’s debarment from the bidding process by a government agency could have a material adverse effect on A&B's business and results of operations.

If Grace is unable to accurately estimate the overall risks, requirements or costs when Grace bids on or negotiates a contract that is ultimately awarded to Grace, Grace may achieve a lower than anticipated profit or incur a loss on the contract.

The majority of Grace’s revenues are derived from “quantity pricing” (fixed unit price) contracts. Approximately 10 percent of Grace’s revenues and backlog are derived from “lump sum” (fixed total price) contracts. Quantity pricing contracts require Grace to provide line-item materials at a fixed unit price based on approved quantities irrespective of Grace’s actual per unit costs. Lump sum contracts require that the total amount of work be performed for a single price irrespective of actual quantities or Grace’s actual costs. Grace realizes the expected profit on its contracts only if it accurately estimates its costs and then successfully controls actual costs and avoids cost overruns. If Grace’s cost estimates for a contract are inaccurate, or if Grace does not execute the contract within its cost estimates, then cost overruns may cause Grace to incur losses or cause the contract not to be as profitable as expected. The final results under these types of contracts could negatively affect Grace’s cash flow, earnings and financial position.

If Grace is unable to attract and retain key personnel and skilled labor, or if Grace encounters labor difficulties, Grace’s ability to bid for and successfully complete contracts may be negatively impacted.

Grace’s ability to attract and retain reliable, qualified personnel is a significant factor that enables it to successfully bid for and profitably complete its work. This includes members of Grace’s management, project managers, estimators, supervisors, and foremen. Grace’s future success will also depend on its ability to hire, train and retain, or to attract when needed, highly skilled management personnel. If competition for these employees is intense, Grace could experience difficulty hiring and retaining the personnel necessary to support its business. If Grace does not succeed in retaining its current employees and attracting, developing and retaining new highly skilled employees, Grace’s operations and future earnings may be negatively impacted.

Approximately 62 percent of Grace’s personnel are unionized. Any work stoppage or other labor dispute involving Grace’s unionized workforce, or inability to renew contracts with the unions, could have a material adverse effect on Grace’s operations and operating results.

Grace’s failure to meet schedule or performance requirements of its paving contracts could adversely affect Grace.

Grace’s asphalt paving contracts have penalties for late completion. In most instances, Grace must complete a project within an allotted number of business or calendar days from the time it receives the notice to proceed, subject to allowances for additional days due to weather delays or additional work requested by the customer. If Grace subsequently fails to complete the project as scheduled, it may be responsible for contractually agreed-upon liquidated damages, an amount assessed per day beyond the contractually allotted days, at the discretion of the customer. Under these circumstances, the total project cost could exceed Grace’s original estimate, and it could experience a loss of profit or a loss on the project. Additionally, Grace enters into lump sum and quantity pricing contracts where Grace’s profits can be adversely affected by a number of factors beyond its control, which can cause Grace’s actual costs to materially exceed the costs estimated at the time of its original bid. These same issues and risks can also impact some of Grace’s contracts in its precast/prestressed operations.

Timing of the award and performance of new contracts could have an adverse effect on Grace’s operating results and cash flow.

It is generally very difficult to predict whether and when bids for new projects will be offered for tender, as these projects frequently involve a lengthy and complex design and bidding process, which is affected by a number of factors, such as market conditions, funding arrangements and governmental approvals. Because of these factors, Grace’s results of operations and cash flows may fluctuate from quarter to quarter and year to year, and the fluctuation may be substantial.

The uncertainty of the timing of contract awards after a winning bid is submitted may also present difficulties in matching the size of Grace’s equipment fleet and work crews with contract needs. In some cases, Grace may maintain and bear the cost of more equipment than are currently required, in anticipation of future needs for existing contracts or expected future contracts. If a contract is delayed or an expected contract award is not received, Grace would incur costs that could have a material adverse effect on Grace’s anticipated profit.

In addition, the timing of the revenues, earnings and cash flows from Grace’s contracts can be delayed by a number of factors, including delays in receiving material and equipment from suppliers and services from subcontractors and changes in the

26

scope of work to be performed. Such delays, if they occur, could have adverse effects on Grace’s operating results for current and future periods until the affected contracts are completed.

Grace’s dependence on a limited number of customers could adversely affect its business and results of operations.

Due to the size and nature of Grace’s construction contracts, one or a few customers have in the past and may in the future represent a substantial portion of Grace’s consolidated revenues and gross profits in any one year or over a period of several consecutive years. For example, in 2013, approximately 36 percent of Grace’s construction related revenue was generated from the State of Hawaii and the City and County of Honolulu (the “County”). Similarly, Grace’s backlog frequently reflects multiple contracts for certain customers; therefore, one customer may comprise a significant percentage of backlog at a certain point in time. For example, the County comprised approximately 21 percentof Grace’s construction backlog at December 31, 2013. The loss of business from any such customer could have a material adverse effect on Grace’s business or results of operations. Also, a default or delay in payment on a significant scale by a customer could materially adversely affect Grace’s business, results of operations, cash flows and financial condition.

Grace’s businesses are likely to become capital-intensive over the longer term.

The property and machinery needed to produce Grace’s aggregate products and perform its asphaltic concrete paving contracts are expensive. Excluding the $35.5 million Grace has incurred through December 31, 2013 for its new crushing facilities, Grace has invested over $12.0 million in the last three years on capital equipment. Although capital needs over the next five years are expected to be relatively modest, over the longer term, Grace may require annual capital expenditures in the range of $5 million to $10 million to operate its aggregates and construction businesses. Grace’s ability to generate sufficient cash flow depends on future performance, which will be subject to general economic conditions, industry cycles and financial, business, and other factors affecting Grace’s operations, many of which are beyond Grace’s control. If Grace is unable to generate sufficient cash to operate its business, Grace may be required, among other things, to further reduce or delay planned capital or operating expenditures.

An inability to obtain bonding could limit the aggregate dollar amount of contracts that Grace is able to pursue.

As is customary in the construction business, Grace may be required to provide surety bonds to its customers to secure Grace’s performance under construction contracts. Grace’s ability to obtain surety bonds primarily depends upon its capitalization, working capital, past performance, management expertise and reputation and certain external factors, including the overall capacity of the surety market. Surety companies consider such factors in relationship to the amount of Grace’s backlog and their underwriting standards, which may change from time to time. Events that adversely affect the insurance and bonding markets generally may result in bonding becoming more difficult to obtain in the future, or being available only at a significantly greater cost. Grace’s inability to obtain adequate bonding would limit the amount that it can bid on new contracts and could have an adverse effect on Grace’s future revenues and business prospects.

Grace’s operations are subject to hazards that may cause personal injury or property damage, thereby subjecting Grace to liabilities and possible losses, which may not be covered by insurance.

Grace’s workers are subject to the usual hazards associated with performing construction activities on road construction sites, plants and quarries. Operating hazards can cause personal injury and loss of life, damage to or destruction of property, plant and equipment and environmental damage. Grace maintains general liability and excess liability insurance, workers’ compensation insurance, auto insurance and other types of insurance, all in amounts consistent with Grace’s risk of loss and industry practice, but this insurance may not be adequate to cover all losses or liabilities that Grace may incur in its operations.

Insurance liabilities are difficult to assess and quantify due to unknown factors, including the severity of an injury, the determination of Grace’s liability in proportion to other parties, the number of incidents not reported and the effectiveness of Grace’s safety program. If Grace were to experience insurance claims or costs above its estimates, Grace might be required to use working capital to satisfy these claims, which could impact its ability to maintain or expand its operations. To the extent that Grace experiences a material increase in the frequency or severity of accidents or workers’ compensation and health claims, or unfavorable developments on existing claims, Grace’s operating results and financial condition could be adversely affected.

Environmental and other regulatory matters could adversely affect Grace’s ability to conduct its business and could require expenditures that could have a material adverse effect on its results of operations and financial condition.

Grace’s operations are subject to various environmental laws and regulations relating to the management, disposal and remediation of hazardous substances, climate change and the emission and discharge of pollutants into the air and water. Grace could be held liable for such contamination created not only from Grace’s own activities but also from the historical activities of

27

others on properties that Grace acquires or leases. Grace’s operations are also subject to laws and regulations relating to workplace safety and worker health, which, among other things, regulate employee exposure to hazardous substances. Violations of such laws and regulations could subject Grace to substantial fines and penalties, cleanup costs, third-party property damage or personal injury claims. In addition, these laws and regulations have become, and enforcement practices and compliance standards are becoming, increasingly stringent. Moreover, Grace cannot predict the nature, scope or effect of legislation or regulatory requirements that could be imposed, or how existing or future laws or regulations will be administered or interpreted, with respect to products or activities to which they have not been previously applied. Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of the regulatory agencies, could require Grace to make substantial expenditures for, among other things, equipment that Grace does not currently possess, or the acquisition or modification of permits applicable to Grace’s activities.

Short supplies and high costs of fuel, energy and raw materials affect Grace’s businesses.

Grace’s businesses require a continued supply of diesel fuel, electricity and other energy sources for production and transportation. The financial results of these businesses have at times been affected by the high costs of these energy sources. Significant increases in costs or reduced availability of these energy sources have and may in the future reduce Grace’s financial results. Moreover, fluctuations in the supply and costs of these energy sources can make planning Grace’s business operations more difficult. Grace does not hedge its fuel price risk, but instead focuses on volume-related price reductions, fuel efficiency, alternative fuel sources, consumption and the natural hedge created by the ability to increase aggregates prices.

Similarly, Grace’s vertically-integrated operations also require a continued supply of liquid asphalt, which serves as a key raw material in the production of asphaltic concrete. Asphalt is subject to potential supply constraints and significant price fluctuations, which are generally correlated to the price of crude oil, though not as closely as diesel or gasoline, and are beyond Grace’s control. Accordingly, fluctuations in the availability and/or cost of asphalt could have an adverse effect on A&B's financial condition or results of operations.

Risks Relating to A&B’s Agribusiness Segment

The lack of water for agricultural irrigation could adversely affect A&B.

It is crucial for A&B’s Agribusiness segment to have access to reliable sources of water for the irrigation of sugar cane. As further described in “Legal Proceedings,” there are regulatory and legal challenges to A&B’s ability to divert water from streams in Maui. In addition, A&B’s access to water is subject to weather patterns that cannot be reliably predicted. If A&B is limited in its ability to divert stream waters for its use or there is insufficient rainfall on an extended basis, it would have an adverse effect on A&B’s sugar operations, including possible cessation of operations, and energy production.

Low raw sugar prices will adversely affect A&B’s business.

The business and results of operations of A&B’s Agribusiness segment are substantially affected by market factors, particularly the domestic prices for raw cane sugar. These market factors are influenced by a variety of forces, including prices of competing crops and suppliers, weather conditions, and United States farm and trade policies. If sugar prices result in sustained losses for the Agribusiness segment, then depending on the size and duration of those losses, A&B may be required to cease its sugar operations. Cessation of sugar operations without other active farming would result in significant annual carrying and maintenance costs for the plantation, such as maintaining the water delivery infrastructure, higher property taxes, and maintenance of the lands. Additionally, there would be significant one-time expenses related to a cessation of operations, such as employee severance costs and asset write-downs.

A&B is subject to risks associated with raw sugar production.

A&B’s production of raw sugar is subject to numerous risks that could adversely affect the volume and quality of sugar produced. Any of these risks has the potential to adversely affect A&B’s sugar operations, including possible cessation of operations. These risks include, but are not limited to:

• equipment accidents or failures in the factory or the power plant, particularly where equipment is old and difficult to repair or replace;

• government restrictions on farming practices, including cane burning and pesticide use;

• loss of A&B’s major customer;

• weather and natural disasters;

28

• increases in costs, including, but not limited to fuel, fertilizer, herbicide, and drip tubing;

• labor, including labor availability (see risk factor above regarding labor disruptions) and loss of qualified personnel;

• lack of demand for A&B’s production;

• failure to comply with food quality and safety requirements;

• disease;

• uncontrolled fires, including arson;

• and weed control.

A&B’s ability to use or lease agricultural lands for agricultural purposes may be limited by government regulation.

Given the large scale of its agricultural landholdings on Maui and Kauai, many of the third parties to whom A&B leases land for agricultural purposes may be characterized as large scale commercial agricultural operations. Recent legislation passed on Kauai, and introduced on Maui, places restrictions on the ability of such operations to use land within specified distances of highways, schools, oceans, streams, residences, parks, care homes, hospitals and other similar uses, to grow crops other than ground cover. This legislation also puts significant restrictions regarding, and public notification obligations concerning, pesticide use on such operations, and limits their ability to use genetically modified organism (GMO) crops. As a result, the ability of A&B to use or lease its lands for large scale agricultural purposes, and any rents that it can achieve for those lands, may be adversely affected by this and similar legislation.

A&B’s power sales contracts could be replaced on less favorable terms or may not be replaced.

A&B’s power sales contracts expire at various points in the future and may not be replaced or could be replaced on less favorable terms, which could adversely affect A&B’s agribusiness operations. The State of Hawaii has approved power sales contracts with third parties that use a fixed price, rather than an avoided cost formula. Such a change in A&B's power sales contracts may adversely affect power revenue and provide less protection against internal power generation costs in a rising oil price market. As a result, A&B may consider decreasing or eliminating power sales on Maui in future years and, instead, use its power for field irrigation purposes, which would be expected to increase sugar yields.

The market for power sales in Hawaii is limited.

The power distribution systems in Hawaii are small and island-specific; currently, there is no ability to move power generated on one island to any other island. In addition, Hawaii law limits the ability of independent power producers, such as A&B’s agribusiness operations, to sell their output to firms other than the respective utilities on each island, without themselves becoming utilities and subject to the State’s Public Utilities Commission (PUC) regulation. Further, any sales of electricity by A&B to the utilities on each island are subject to the approval of the PUC. Unlike some areas in the Mainland, Hawaii’s independent power producers have no ability to use utility infrastructure to transfer power to other locations.

A&B has limited options for carriage of sugar to domestic markets.

In order to directly ship bulk or partially processed food-grade sugar from Maui to markets on the U.S. West coast, or any alternate U.S. domestic port, A&B must utilize vessels that are subject to the restrictions delineated in Section 27 of the Merchant Marine Act, 1920, commonly referred to as the Jones Act. A&B currently owns a bulk sugar transportation vessel, the MV Moku Pahu, and therefore, A&B itself is also subject to the restrictions of the Jones Act. Under the Jones Act, all vessels transporting cargo between covered U.S. ports must, subject to limited exceptions, be built in the U.S., registered under the U.S. flag, manned by predominantly U.S. crews, and owned and operated by U.S.-organized companies that are controlled and 75 percent owned by U.S. citizens. U.S.-flagged vessels are generally required to be maintained at higher standards than foreign-flagged vessels and are supervised by, as well as subject to rigorous inspections by, or on behalf of, the U.S. Coast Guard, which requires appropriate certifications and background checks of the crew members. Because of these restrictions, A&B would have limited options for carriage of sugar to domestic markets if the MV Moku Pahu no longer qualified under the Jones Act or were taken out of service due to its age.

29

A&B has limited options and strict time constraints for carriage of molasses to domestic markets.

Due to a molasses spill at Honolulu Harbor in September 2013, all of the molasses produced by HC&S must now be shipped out of Kahului Harbor. HC&S currently has the ability to store approximately a fifth of a year's worth of molasses production before having to cease harvest and milling operations, which cessation would result in significant additional operating costs. The frequency and timing of vessel arrivals to ship molasses off island are therefore important to A&B’s ability to continue its sugar operations without interruption, and there is no assurance that such interruptions will not occur.

A&B has aging infrastructure in its sugar factory and power plant.

A&B maintains critical spares for primary factory equipment in the event of a breakdown or failure. However, due to the extensive age and complexity of the mill, factory and power plant, it is possible that damage to equipment may not be repaired in a timely manner or at an acceptable cost, which may adversely affect A&B's sugar operations, including possible cessation of operations. Although A&B has property, boiler and machinery, and business interruption insurance for most of such events, it is possible that A&B’s insurance coverage may not cover all risk of loss.

Risks Relating to the Separation

If the Separation were to fail to qualify as tax-free for U.S. federal income tax purposes, then A&B, Matson and the shareholders who received their shares of A&B common stock in the Separation could be subject to significant tax liability or tax indemnity obligations.

Matson received a private letter ruling from the IRS (which we refer to as the IRS Ruling) that, for U.S. federal income tax purposes, (i) certain transactions to be effected in connection with the Separation qualify as a reorganization under Sections 355 and/or 368 of the Internal Revenue Code of 1986, as amended (which we refer to as the Code), or as a complete liquidation under Section 332(a) of the Code and (ii) the Separation qualifies as a transaction under Section 355 of the Code. In addition to obtaining the IRS Ruling, Matson received a tax opinion (which we refer to as the Tax Opinion) from the law firm of Skadden, Arps, Slate, Meagher & Flom LLP (which Tax Opinion relies on the effectiveness of the IRS Ruling) substantially to the effect that, for U.S. federal income tax purposes, the Separation and certain related transactions qualify as a reorganization under Section 368 of the Code. The IRS Ruling and Tax Opinion rely on certain facts and assumptions, and certain representations from A&B and Matson regarding the past and future conduct of their respective businesses and other matters. Notwithstanding the IRS Ruling and Tax Opinion, the IRS could determine on audit that the Separation and related transactions should be treated as a taxable transaction if it determines that any of these facts, assumptions, representations or undertakings is not correct or has been violated, or that the Separation and related transactions should be taxable for other reasons, including as a result of a significant change in stock or asset ownership after the Separation or if the IRS were to disagree with the conclusions in the Tax Opinion that are not covered by the IRS Ruling. If the Separation and related transactions ultimately were determined to be taxable, the distribution of our stock in the Separation could be treated as taxable for U.S. federal income tax purposes to the shareholders who received their shares of A&B common stock in the Separation, and such shareholders could incur significant U.S. federal income tax liabilities. In addition, Matson would recognize gain in an amount equal to the excess of the fair market value of the shares of A&B common stock distributed to Matson's shareholders on the Separation date over Matson tax basis in such shares.

In addition, under the terms of the Tax Sharing Agreement that A&B entered into with Matson, A&B also generally is responsible for any taxes imposed on Matson that arise from the failure of the Separation and certain related transactions to qualify as tax-free for U.S. federal income tax purposes within the meaning of Sections 355 and 368 of the Code, to the extent such failure to qualify is attributable to actions, events or transactions relating to A&B’s stock, assets or business, or a breach of the relevant representations or covenants made by A&B and its subsidiaries in the Tax Sharing Agreement, the materials submitted to the IRS in connection with the request for the IRS Ruling or the representation letter provided to counsel in connection with the Tax Opinion. The amounts of any such taxes could be significant.

A&B is subject to continuing contingent liabilities of Matson following the Separation.

After the Separation, there are several significant areas where the liabilities of Matson may become A&B’s obligations. For example, under the Code and the related rules and regulations, each corporation that was a member of the Matson consolidated tax reporting group during any taxable period or portion of any taxable period ending on or before the effective time of the Separation is severally liable for the U.S. federal income tax liability of the entire Matson consolidated tax reporting group for such taxable period. In connection with the Separation and related transactions, A&B entered into a Tax Sharing Agreement with Matson that allocates the responsibility for prior period taxes of the Matson consolidated tax reporting group between A&B and Matson. If Matson were unable to pay any prior period taxes for which it is responsible, however, A&B could be required to pay the entire amount of such taxes, and such amounts could be significant. Other provisions of U.S. federal, state, local, or

30

foreign law may establish similar liability for other matters, including laws governing tax-qualified pension plans as well as other contingent liabilities.

A&B might not be able to engage in desirable strategic transactions and equity issuances following the Separation because of certain restrictions relating to requirements for tax-free distributions.

A&B’s ability to engage in significant equity transactions could be limited or restricted after the Separation in order to preserve, for U.S. federal income tax purposes, the tax-free nature of the Separation to Matson. Even if the Separation otherwise qualifies for tax-free treatment under Section 355 of the Code, the Separation may result in corporate-level taxable gain to Matson under Section 355(e) of the Code if 50 percent or more, by vote or value, of the shares of A&B’s stock or Matson's stock are treated as acquired or issued as part of a plan or series of related transactions that includes the Separation . The process for determining whether an acquisition or issuance triggering these provisions has occurred is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case. Any acquisitions or issuances of A&B’s stock or Matson's stock within two years after the Separation generally are presumed to be part of such a plan, although A&B or Matson, as applicable, may be able to rebut that presumption.

To preserve the tax-free treatment of the Separation to Matson, under the Tax Sharing Agreement that A&B entered into with Matson, A&B may be prohibited from taking or failing to take certain actions that could prevent the Separation or certain related transactions from being tax-free under the Code. Further, for the two-year period following the Separation, A&B may be prohibited from:

• issuing equity securities to satisfy financing needs if the equity securities issued would represent a 50 percent or greater interest in A&B;

• acquiring businesses or assets with equity securities if the equity securities issued would represent a 50 percent or greater interest in A&B; or

• engaging in mergers or asset transfers that could jeopardize the tax-free status of the Separation or certain related transactions.

These restrictions may limit our ability to pursue strategic transactions or engage in new business or other transactions that may maximize the value of our business.

A court could require that we assume responsibility for obligations allocated to Matson under the Separation and Distribution Agreement.

Under the Separation and Distribution Agreement entered into with Matson, we and Matson are each responsible for the debts, liabilities and other obligations related to the businesses which each company owns and operates following the consummation of the Separation. A court, however, could disregard the allocation agreed to between the parties in the Separation and Distribution Agreement and require that we assume responsibility for obligations allocated to Matson, particularly if Matson were to refuse or were unable to pay or perform the allocated obligations.

Potential indemnification liabilities to Matson pursuant to the Separation and Distribution Agreement could materially adversely affect our company.

Among other things, the Separation and Distribution Agreement provides for indemnification obligations designed to make our company financially responsible for substantially all liabilities that may exist relating to our business activities, whether incurred prior to or after the Separation. If we are required to indemnify Matson under the circumstances set forth in the Separation and Distribution Agreement, we may be subject to substantial liabilities.

In connection with the Separation, Matson is required to indemnify us for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure us against the full amount of such liabilities, or that Matson's ability to satisfy its indemnification obligation will not be impaired in the future.

Pursuant to the Separation and Distribution Agreement, Matson is required to indemnify us for substantially all liabilities that may exist relating to Matson’s business activities, whether incurred prior to or after the Separation. However, third parties could seek to hold us responsible for any of the liabilities that Matson agrees to retain, and there can be no assurance that the indemnity from Matson will be sufficient to protect us against the full amount of such liabilities, or that Matson will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from Matson any amounts for which we are held liable, we may be temporarily required to bear these losses.

31

The Separation may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws.

The Separation is subject to review under various state and federal fraudulent conveyance laws. Fraudulent conveyance laws generally provide that an entity engages in a constructive fraudulent conveyance when (i) the entity transfers assets and does not receive fair consideration or reasonably equivalent value in return and (ii) the entity (a) is insolvent at the time of the transfer or is rendered insolvent by the transfer, (b) has unreasonably small capital with which to carry on its business or (c) intends to incur or believes it will incur debts beyond its ability to repay its debts as they mature. An unpaid creditor or an entity acting on behalf of a creditor (including without limitation a trustee or debtor-in-possession in a bankruptcy by us or Matson or any of our respective subsidiaries) may bring a lawsuit alleging that the Separation or any of the related transactions constituted a constructive fraudulent conveyance. If a court accepts these allegations, it could impose a number of remedies, including without limitation, requiring our shareholders to return to Matson some or all of the shares of our common stock distributed in the distribution.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 3. LEGAL PROCEEDINGS

A&B owns 16,000 acres of watershed lands in East Maui that supply a significant portion of the irrigation water used by Hawaiian Commercial & Sugar Company (“HC&S”), a division of A&B that produces raw sugar. A&B also held four water licenses to another 30,000 acres owned by the State of Hawaii in East Maui which, over the last ten years, have supplied approximately 58 percent of the irrigation water used by HC&S. The last of these water license agreements expired in 1986, and all four agreements were then extended as revocable permits that were renewed annually. In 2001, a request was made to the State Board of Land and Natural Resources (the “BLNR”) to replace these revocable permits with a long-term water lease. Pending the conclusion by the BLNR of this contested case hearing on the request for the long-term lease, the BLNR has renewed the existing permits on a holdover basis. If the Company is not permitted to utilize sufficient quantities of stream waters from State lands in East Maui, it could have a material adverse effect on the Company’s sugar-growing operations.

In addition, on May 24, 2001, petitions were filed by a third party, requesting that the Commission on Water Resource Management of the State of Hawaii (“Water Commission”) establish interim instream flow standards (“IIFS”) in 27 East Maui streams that feed the Company’s irrigation system. On September 25, 2008, the Water Commission took action on eight of the petitions, resulting in some quantity of water being returned to the streams rather than being utilized for irrigation purposes. In May 2010, the Water Commission took action on the remaining 19 petitions resulting in additional water being returned to the streams. A petition requesting a contested case hearing to challenge the Water Commission’s decisions was filed with the Commission by the opposing third party. On October 18, 2010, the Water Commission denied the petitioner’s request for a contested case hearing. On November 17, 2010, the petitioner filed an appeal of the Water Commission’s denial to the Hawaii Intermediate Court of Appeals. On August 31, 2011, the Intermediate Court of Appeals dismissed the petitioner’s appeal. On November 29, 2011, the petitioner appealed the Intermediate Court of Appeals’ dismissal to the Hawaii Supreme Court. On January 11, 2012, the Hawaii Supreme Court vacated the Intermediate Court of Appeals’ dismissal of the petitioner’s appeal and remanded the appeal back to the Intermediate Court of Appeals. On November 30, 2012, the Intermediate Court of Appeals remanded the case back to the Water Commission, ordering the Commission to grant the petitioner’s request for a contested case hearing.

On June 25, 2004, two organizations filed a petition with the Water Commission to establish IIFS for four streams in West Maui to increase the amount of water to be returned to these streams. The West Maui irrigation system provided approximately 15 percent of the irrigation water used by HC&S over the last ten years. The Water Commission issued a decision in June 2010, which required the return of water in two of the four streams. In July 2010, the two organizations appealed the Water Commission’s decision to the Hawaii Intermediate Court of Appeals. On June 23, 2011, the case was transferred to the Hawaii Supreme Court. On August 15, 2012, the Hawaii Supreme Court overturned the Water Commission's decision and remanded the case to the Water Commission for further consideration in connection with the establishment of the IIFS. In September 2013, the Water Commission noticed its intent to initiate the remanded hearing process in January 2014.

The loss of East Maui and West Maui water as a result of the Water Commission’s decisions imposes challenges to the Company’s sugar growing operations. While the resulting water loss does not immediately threaten near-term sugar production, it will result in a future suppression of sugar yields and will have an impact on the Company that will only be quantifiable over time. Additionally, there are potential cost implications of complying with the Water Commission's decisions and/or accessing alternative sources of irrigation water. Accordingly, the Company is unable to predict, at this time, the outcome or financial impact of the water proceedings.

32

In March 2011, the Environmental Protection Agency (“EPA”) published nationwide standards for controlling hazardous air pollutant emissions from industrial, commercial, institutional boilers and process heaters (the “Boiler MACT” rule), which would apply to Hawaiian Commercial & Sugar Company’s three boilers at the Puunene Sugar Mill. The EPA subsequently reconsidered the March 2011 rule, and on December 21, 2012, EPA announced that it had finalized a revised Boiler MACT rule; the final rule was published in the Federal Register on January 31, 2013. The effective date of the rule was April 1, 2013, with compliance required by January 31, 2016.

The Company is currently evaluating the final rule and assessing its compliance options. Based on our review, the EPA has made significant revisions from the March 2011 final rule addressing industry concerns. The Company, along with the Florida Sugar Industry, has submitted a petition for reconsideration of certain issues in the final Boiler MACT rule. The EPA has indicated that it will be granting petitions for reconsideration of certain issues, including correcting an error that led to a final limit on carbon monoxide emissions from sugar mill boilers that was lower than it should have been.

The Puunene Mill boilers are capable of meeting most of the emissions limits specified in the final rule and the Company does not expect to incur material costs associated with upgrades to the existing particulate matter controls. While initial testing indicates that the boilers are able to meet new limits on carbon monoxide emissions during bagasse firing, it is not yet clear whether this limit can be met on a consistent basis. This is largely due to the highly variable nature of bagasse fuel. As a result, at a minimum, improvements to combustion controls and monitoring will be required on all three boilers.

The Company has begun the process of assessing current carbon monoxide emissions during bagasse firing, and will need to complete an engineering evaluation in order to develop a plan for compliance with the new rule. The compliance deadline for this rule will be three years from the date of publication of the final rule in the Federal Register (i.e., January 31, 2016), with the option for states to grant a one-year extension. A preliminary estimate of anticipated compliance costs is less than $5 million based on currently available information. This estimate will be refined as the engineering evaluation proceeds.

In June 2011, the Equal Employment Opportunity Commission (“EEOC”) served McBryde Resources, Inc., formerly known as Kauai Coffee Company, Inc. (“McBryde Resources”) with a lawsuit, which alleged that McBryde Resources and five other farms were complicit in illegal acts by Global Horizons Inc., a company that had hired Thai workers for the farms. The lawsuit was filed in the U.S. District Court for the District of Hawaii. In July 2011, the EEOC amended the lawsuit to name Alexander & Baldwin, LLC (formerly known as Alexander & Baldwin, Inc.), a wholly owned subsidiary of the Company, as a defendant. After motions to dismiss the complaint, and amended complaints, certain claims against the defendants remain and McBryde Resources and Alexander & Baldwin, LLC are defending the lawsuit. Discovery is pending while the parties discuss possible settlement of this matter. The Company is unable to predict, at this time, the outcome or financial impact, if any, of the lawsuit.

A&B and its subsidiaries are parties to, or may be contingently liable in connection with, other legal actions arising in the normal conduct of its businesses, the outcomes of which, in the opinion of management after consultation with counsel, would not have a material effect on A&B’s consolidated financial statements as a whole.

ITEM 4. MINE SAFETY DISCLOSURES

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulations S-K (17 CFR 229.104) is included in Exhibit 95 to this Annual Report on Form 10-K.

33

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Prior to June 29, 2012, A&B’s businesses included Matson Navigation, a wholly owned subsidiary, that provided ocean transportation, truck brokerage and intermodal services. As part of a strategic initiative designed to allow A&B to independently execute its strategies and to best enhance and maximize its earnings, growth prospects and shareholder value, A&B made a decision to separate the transportation businesses from the Hawaii real estate and agriculture businesses. In preparation for the separation, A&B modified its legal-entity structure and became a wholly owned subsidiary Holdings. On June 29, 2012, Holdings distributed to its shareholders all of the shares of A&B stock (the "Separation"). Holders of Holdings common stock continued to own the transportation businesses, but also received one share of A&B common stock for each share of Holdings common stock held at the close of business on June 18, 2012, the record date. Following the Separation, Holdings changed its name to Matson, Inc. On July 2, 2012, A&B began regular trading on the New York Stock Exchange under the ticker symbol “ALEX” as an independent, public company.

As of February 14, 2014, there were 2,677 shareholders of record of A&B common stock. In addition, Cede & Co., which appears as a single record holder, represents the holdings of thousands of beneficial owners of A&B common stock.

The following performance graph compares the monthly dollar change in the cumulative shareholder return on the Company’s common stock since the Separation:

34

Trading volume averaged 192,977 shares a day in 2013 and 221,420 shares a day in 2012.

The quarterly intra-day high and low sales prices and end of quarter closing prices following Separation, as reported by the New York Stock Exchange, were as follows:

	Dividends paid per share		Market Price
			High		Low		Close
2012
Third Quarter			$	36.43	$	23.50	$	29.53
Fourth Quarter			$	30.40	$	25.88	$	29.37
2013
First Quarter			$	36.86	$	28.82	$	35.75
Second Quarter			$	40.95	$	32.55	$	39.75
Third Quarter			$	46.23	$	34.32	$	36.02
Fourth Quarter	$	0.04	$	41.97	$	35.71	$	41.73

A&B commenced quarterly dividend payments in the fourth quarter of 2013. Although A&B expects to continue paying quarterly cash dividends on its common stock, the declaration and payment of dividends in the future are subject to the discretion of the Board of Directors and will depend upon A&B's financial condition, results of operations, cash requirements and other factors deemed relevant by the Board of Directors.

A&B common stock is included in the Dow Jones U.S. Real Estate Index, the Russell 2000 Index, the Russell 3000 Index, the Dow Jones U.S. Composite Average, and the S&P MidCap 400.

On October 29, 2013, A&B's Board of Directors authorized A&B to repurchase up to two million shares of its common stock beginning on January 1, 2014. The authorization expires on December 31, 2015 and replaced an authorization that expired on December 31, 2013. A&B did not repurchase any of its common stock in 2013 or 2012.

Securities authorized for issuance under equity compensation plans as of December 31, 2013, included:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	1,337,324	$19.21	1,499,502*
Equity compensation plans not approved by security holders	—	—	—
Total	1,337,324	$19.21	1,499,502

* Under the 2013 Incentive Compensation Plan, 1,499,502 shares may be issued either as restricted stock grants, restricted stock unit grants, or stock option grants.

35

ITEM 6. SELECTED FINANCIAL DATA

The following should be read in conjunction with Item 8, “Financial Statements and Supplementary Data,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (dollars and shares in millions, except shareholders of record and per-share amounts):

	2013			2012			2011			2010			2009
Revenue:
Real Estate:
Leasing	$	110.4		$	100.6		$	99.7		$	93.8		$	102.5
Development and Sales	423.0			32.2			59.8			131.0			125.5
Less amounts reported in discontinued operations1	(369.2		)	(45.3		)	(81.9		)	(154.0		)	(159.0		)
Natural materials and construction	54.9			—			—			—			—
Agribusiness2	146.1			182.3			157.5			165.6			99.6
Reconciling Items3	—			(8.3		)	—			—			—
Total Revenue	$	365.2		$	261.5		$	235.1		$	236.4		$	168.6
Operating Profit (Loss):
Real Estate:
Leasing	$	43.4		$	41.6		$	39.3		$	35.3		$	43.2
Development and Sales4	44.4			(4.4		)	15.5			50.1			39.1
Less amounts reported in discontinued operations1	(36.7		)	(21.1		)	(38.8		)	(64.6		)	(67.6		)
Natural materials and construction	2.9			—			—			—			—
Agribusiness2	10.7			20.8			22.2			6.1			(27.8		)
Total operating profit (loss)	64.7			36.9			38.2			26.9			(13.1		)
Interest expense	(19.1		)	(14.9		)	(17.1		)	(17.3		)	(17.0		)
General corporate expenses	(17.4		)	(15.1		)	(19.9		)	(22.7		)	(21.0		)
Acquisition/Separation costs	(4.6		)	(6.8		)	—			—			—
Income (loss) from continuing operations before income taxes	23.6			0.1			1.2			(13.1		)	(51.1		)
Income tax expense (benefit)	8.5			(7.6		)	1.0			(5.0		)	(20.2		)
Income (loss) from continuing operations	15.1			7.7			0.2			(8.1		)	(30.9		)
Income from discontinued operations	22.3			12.8			23.3			41.2			41.8
Net Income	37.4			20.5			23.5			33.1			10.9
Income attributable to noncontrolling interest	(0.5		)	—			—			—			—
Net income attributable to A&B	$	36.9		$	20.5		$	23.5		$	33.1		$	10.9

¹  Amounts recast to reflect discontinued operations.

²  Includes a $4.9 million gain in 2010 related to an agriculture disaster relief payment for drought experienced in prior years and a $5.4 million gain recorded upon consolidation of HS&TC in 2009.

³  Represents the sale of a 286-acre agricultural parcel in the third quarter of 2012 classified as “Gain on sale of agricultural parcel” in the consolidated statements of income, but reflected as revenue for segment reporting purposes.

⁴  The Real Estate Development and Sales segment includes approximately $4.2 million, $(8.3) million, ($7.9) million, and $2.0 million in equity in (loss) earnings from its various real estate joint ventures for 2013, 2012, 2011, and 2010, respectively. Equity in earnings from joint ventures in 2009 was negligible. Included in operating profit are noncash impairment and equity losses of $6.3 million related to the consolidation of The Shops at Kukui'ula in 2013, $9.8 million (Bakersfield joint venture and Santa Barbara real estate project) in 2012 and $6.4 million (Waiawa real estate joint venture) in 2011.

36

SELECTED FINANCIAL DATA (CONTINUED)

	2013		2012		2011		2010		2009
Identifiable Assets:
Real Estate:
Leasing	$	1,113.4	$	771.3	$	772.0	$	761.3	$	686.9
Development and Sales5	640.9		504.8		451.5		420.3		349.0
Agribusiness	160.0		149.9		157.8		153.3		169.6
Natural materials and construction	358.7		—		—		—		—
Other	12.2		11.3		5.3		6.6		30.2
Total assets	$	2,285.2	$	1,437.3	$	1,386.6	$	1,341.5	$	1,235.7
Capital Expenditures:
Real Estate:
Leasing6	$	488.5	$	23.1	$	43.6	$	164.7	$	108.8
Development and Sales7	0.1		—		5.2		0.1		0.1
Agribusiness8	11.8		31.7		10.5		6.8		3.4
Natural materials and construction	4.8		—		—		—		—
Other	0.1		—		—		0.3		0.3
Total capital expenditures	$	505.3	$	54.8	$	59.3	$	171.9	$	112.6
Depreciation and Amortization:
Real Estate:
Leasing1	$	24.3	$	22.0	$	21.6	$	20.3	$	19.5
Development and Sales	0.2		0.2		0.2		0.2		0.3
Agribusiness	11.7		11.6		11.9		12.7		11.9
Natural materials and construction	4.4		—		—		—		—
Other	1.1		1.3		1.1		2.0		3.1
Total depreciation and amortization	$	41.7	$	35.1	$	34.8	$	35.2	$	34.8

⁵  The Real Estate Development and Sales segment includes approximately $335.0 million, $319.7 million, $290.1 million, $274.8 million, and $193.3 million related to its investment in various real estate joint ventures as of December 31, 2013, 2012, 2011, 2010, and 2009, respectively.

⁶  Represents gross capital additions to the leasing portfolio, including gross tax-deferred property purchases, but excluding the assumption of debt, that are reflected as non-cash transactions in the Consolidated Statements of Cash Flows.

⁷  Excludes expenditures for real estate developments held for sale which are classified as Cash Flows from Operating Activities within the Consolidated Statements of Cash Flows and excludes investment in joint ventures classified as Cash Flows from Investing Activities. Operating cash flows for expenditures related to real estate developments were $150.6 million, $37.2 million, $13.8 million, $21.6 million, and $6.2 million for 2013, 2012, 2011, 2010, and 2009, respectively. Investments in joint ventures were $22.2 million, $17.4 million, $27.9 million, $100.5 million, and $46.4 million in 2013, 2012, 2011, 2010, and 2009, respectively.

⁸  Includes $21.8 million of capital in 2012 related to the Company’s Port Allen solar project before tax credits.

37

SELECTED FINANCIAL DATA (CONTINUED)

	2013		2012		2011		2010			2009
Earnings (loss) per share:1
Basic:
Continuing operations attributable to A&B	$	0.33	$	0.18	$	—	$	(0.19	)	$	(0.73	)
Discontinued operations attributable to A&B	0.50		0.30		0.55		0.97			0.99
Basic earnings per share attributable to A&B	$	0.83	$	0.48	$	0.55	$	0.78		$	0.26
Diluted:
Continuing operations attributable to A&B	$	0.32	$	0.18	$	—	$	(0.19	)	$	(0.73	)
Discontinued operations attributable to A&B	0.50		0.30		0.55		0.97			0.99
Diluted earnings per share attributable to A&B	$	0.82	$	0.48	$	0.55	$	0.78		$	0.26
Cash dividends declared per common share	$	0.04	$	—	$	—	$	—		$	—
Balance sheet data (in millions):
Investment in real estate and joint ventures	$	1,606.8	$	1,203.4	$	1,165.0	$	1,123.8		$	916.8
Total assets	$	2,285.2	$	1,437.3	$	1,386.6	$	1,341.5		$	1,231.3
Total liabilities	$	1,110.4	$	522.9	$	660.8	$	652.9		$	584.5
Long-term debt – non-current	$	605.5	$	220.0	$	327.2	$	249.6		$	258.3
Total equity	$	1,174.8	$	914.4	$	725.8	$	688.6		$	646.8

¹ The computation of basic and diluted earnings per common share for all periods prior to Separation is calculated using 42.4 million, the number of shares of A&B common stock outstanding on July 2, 2012, which was the first day of trading following the June 29, 2012 distribution of A&B common stock to Holdings shareholders, as if those shares were outstanding for those periods. For all periods prior to Separation, there were no dilutive shares because no actual A&B shares or share-based awards were outstanding prior to the Separation.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS AND RISK FACTORS

We have made or incorporated by reference forward-looking statements in this Form 10-K that are based on our management's beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe," "expect," "plan," "intend," "anticipate," "estimate," "predict," "potential," "continue," "may," "might," "should," "could" or the negative of these terms or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements in this Form 10-K. We do not have any intention or obligation to update forward-looking statements after we file this Form 10-K.

The risk factors discussed in "Risk Factors" could cause our results to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our financial position, results of operations or cash flows. Any such risks could cause our results to differ materially from those expressed in forward-looking statements.

Introduction

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is a supplement to the accompanying consolidated financial statements and provides additional information about A&B’s business, recent developments, financial condition, liquidity and capital resources, cash flows, results of operations and how certain accounting principles, policies and estimates affect A&B’s financial statements. MD&A is organized as follows:

38

• Basis of Presentation: This section provides a discussion of the basis on which A&B’s consolidated financial statements were prepared, including A&B’s historical results of operations.

• Business Overview: This section provides a general description of A&B’s business, as well as recent developments that A&B believes are important in understanding its results of operations and financial condition or in understanding anticipated future trends.

• Critical Accounting Estimates: This section identifies and summarizes those accounting policies that significantly impact A&B’s reported results of operations and financial condition and require significant judgment or estimates on the part of management in their application.

• Consolidated Results of Operations: This section provides an analysis of A&B’s results of operations for the three years ended December 31, 2013, 2012 and 2011.

• Analysis of Operating Revenue and Profit by Segment: This section provides an analysis of A&B’s results of operations by business segment.

• Liquidity and Capital Resources: This section provides a discussion of A&B’s financial condition and an analysis of A&B’s cash flows for the years ended December 31, 2013, 2012 and 2011, as well as a discussion of A&B’s ability to fund the its future commitments and ongoing operating activities through internal and external sources of capital.

• Contractual Obligations, Commitments, Contingencies and Off-Balance-Sheet Arrangements: This section provides a discussion of A&B’s contractual obligations and other commitments and contingencies that existed at December 31, 2013.

• Quantitative and Qualitative Disclosures about Market Risk: This section discusses how A&B monitors and manages exposure to potential gains and losses associated with changes in interest rates.

• Outlook: This section provides a discussion of management’s general outlook about its markets and A&B’s competitive position.

Basis of Presentation

Prior to June 29, 2012, A&B’s businesses included Matson Navigation, a wholly owned subsidiary, that provided ocean transportation, truck brokerage and intermodal services. As part of a strategic initiative designed to allow A&B to independently execute its strategies and to best enhance and maximize its earnings, growth prospects and shareholder value, A&B made a decision to separate the transportation businesses from the Hawaii real estate and agriculture businesses. In preparation for the separation, A&B modified its legal-entity structure and became a wholly owned subsidiary of Holdings. On June 29, 2012, Holdings distributed to its shareholders all of the shares of A&B stock (the "Separation"). Holders of Holdings common stock continued to own the transportation businesses, but also received one share of A&B common stock for each share of Holdings common stock held at the close of business on June 18, 2012, the record date. Following the Separation, Holdings changed its name to Matson, Inc. On July 2, 2012, A&B began regular trading on the New York Stock Exchange under the ticker symbol “ALEX” as an independent, public company.

The financial statements and related financial information pertaining to the periods preceding the Separation have been presented on a combined basis and reflect the financial position, results of operations and cash flows of the real estate and agriculture businesses and corporate functions of Alexander & Baldwin, Inc., all of which were under common ownership and common management prior to the Separation. The financial statements and related financial information pertaining to the period subsequent to the Separation have been presented on a consolidated basis. The financial statements for periods prior to the Separation included herein may not necessarily reflect A&B’s results of operations, financial position and cash flows in the future or what its results of operations, financial position and cash flows would have been had A&B been a stand-alone company during the periods presented.

Business Overview

A&B, whose history dates back to 1870, is headquartered in Honolulu and, with the acquisition of Grace Pacific ("Grace") on October 1, 2013, operates in four segments in three industries—Real Estate, Natural Materials and Construction, and Agribusiness.

39

Real Estate

The Real Estate Industry consists of two segments, both of which have operations in Hawaii and on the Mainland. The Real Estate Development and Sales segment generates its revenues through the investment in and development and sale of land and commercial and residential properties. The Real Estate Leasing segment owns, operates, and manages retail, office, and industrial properties in Hawaii and on the Mainland. The Real Estate Leasing segment also leases land in Hawaii. Real estate activities are conducted through A&B Properties, Inc. and various other wholly owned subsidiaries of A&B.

Agribusiness

Agribusiness, which contains one segment, produces bulk raw sugar, specialty food grade sugars, and molasses; markets and distributes specialty food-grade sugars; provides general trucking services, mobile equipment maintenance, and repair services in Hawaii; leases agricultural land to third parties; and generates and sells electricity, to the extent not used in the Company’s Agribusiness operations. A&B is the member in Hawaiian Sugar & Transportation Cooperative (“HS&TC”), a cooperative that provides raw sugar marketing and transportation services.

Natural Materials and Construction

On October 1, 2013, the Company consummated its previously announced acquisition of Grace, a Hawaii-based natural materials and infrastructure construction company. Natural Materials and Construction, which contains one segment and includes the results of Grace from the date of acquisition, mines, processes, and sells basalt aggregate; imports sand and aggregates for sale and use; imports and markets liquid asphalt; manufactures and markets asphaltic concrete; performs asphalt paving as prime contractor and subcontractor; manufactures and supplies precast/prestressed concrete products; and provides various construction- and traffic-control- related products and services.

The total consideration was approximately 5.4 million shares of A&B common stock and approximately $35.25 million in cash, as adjusted based on Grace's shareholders' equity at closing. Pursuant to the merger agreement, the aggregate number of shares of A&B common stock issued in the merger was determined by dividing $199.75 million, which was 85 percent of the total merger consideration prior to any post-closing adjustments, by $36.7859, which was the volume weighted average of the trading prices of A&B common stock on the New York Stock Exchange for the 20 consecutive trading days ending on the third trading day prior to the closing of the merger. Of the $35.25 million cash portion of the acquisition price, as of December 31, 2013, approximately $23.5 million remains withheld pro rata from Grace shareholders and retained by A&B to secure any final adjustments to the merger consideration and certain indemnification obligations of Grace shareholders pursuant to the merger agreement. These funds will be released by A&B in accordance with the terms set forth in the merger agreement.

Critical Accounting Estimates

A&B’s significant accounting policies are described in Note 2 to the Consolidated Financial Statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, upon which the MD&A is based, requires that management exercise judgment when making estimates and assumptions about future events that may affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with certainty and actual results will, inevitably, differ from those critical accounting estimates. These differences could be material.

A&B considers an accounting estimate to be critical if: (i)(a) the accounting estimate requires A&B to make assumptions that are difficult or subjective about matters that were highly uncertain at the time that the accounting estimate was made, (b) changes in the estimate are reasonably likely to occur in periods subsequent to the period in which the estimate was made, or (c) use of different estimates by A&B could have been used, and (ii) changes in those assumptions or estimates would have had a material impact on the financial condition or results of operations of A&B. The critical accounting estimates inherent in the preparation of A&B’s financial statements are described below.

Principles of Consolidation

The consolidated financial statements include the accounts of Alexander & Baldwin, Inc. and all wholly owned and controlled subsidiaries, after elimination of significant intercompany amounts. Significant investments in businesses, partnerships, and limited liability companies in which the Company does not have a controlling financial interest, but has the ability to exercise significant influence, are accounted for under the equity method. A controlling financial interest is one in which the Company has a majority voting interest or one in which the Company is the primary beneficiary of a variable interest entity. In determining whether the Company is the primary beneficiary of a variable interest entity in which it has an interest,

40

the Company is required to make significant judgments with respect to various factors including, but not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance, the rights and ability of other investors to participate in decisions affecting the economic performance of the entity, and kick-out rights, among others. Activities that significantly affect the economic performance of the entities in which the Company has an interest include, but are not limited to, establishing and modifying detailed business, development, marketing and sales plans, approving and modifying the project budget, approving design changes and associated overruns, if any, and approving project financing, among others. The Company has not consolidated any variable interest entity in which the Company does not also have voting control because it has determined that it is not the primary beneficiary since decisions to direct the activities that most significantly impact the entity’s performance are shared by the joint venture partners.

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets

A&B’s long-lived assets, including finite-lived intangible assets, are reviewed for possible impairment when events or circumstances indicate that the carrying value may not be recoverable. In such an evaluation, the estimated future undiscounted cash flows generated by the asset are compared with the amount recorded for the asset to determine if its carrying value is not recoverable. If this review determines that the recorded value will not be recovered, the amount recorded for the asset is reduced to estimated fair value. These asset impairment analyses are highly subjective because they require management to make assumptions and apply considerable judgments to, among others, estimates of the timing and amount of future cash flows, expected useful lives of the assets, uncertainty about future events, including changes in economic conditions, changes in operating performance, changes in the use of the assets, and ongoing costs of maintenance and improvements of the assets, and thus, the accounting estimates may change from period to period. If management uses different assumptions or if different conditions occur in future periods, A&B’s financial condition or its future operating results could be materially impacted. A&B has evaluated certain long-lived assets, including intangible assets, for impairment. During the second quarter of 2012, A&B recorded a non-cash impairment charge of $5.1 million related to its Santa Barbara real estate landholdings in California. The impairment loss recorded to reduce the carrying amount to the estimated fair value reflects the change in the Company’s development strategy, following Separation, to focus on development projects in Hawaii, and therefore, its related decision not to proceed with the development of Santa Barbara landholdings in the near term. The impairment of the Santa Barbara landholdings are classified within Operating costs and expenses in the consolidated statements of income. No impairment charges were recorded in 2013 or 2011.

Impairment of Investments

A&B’s investments in unconsolidated affiliates are reviewed for impairment whenever there is evidence that fair value may be below carrying cost. An investment is written down to fair value if fair value is below carrying cost and the impairment is other-than-temporary. In evaluating the fair value of an investment and whether any identified impairment is other-than-temporary, significant estimates and considerable judgments are involved. These estimates and judgments are based, in part, on A&B’s current and future evaluation of economic conditions in general, as well as a joint venture’s current and future plans. Additionally, these impairment calculations are highly subjective because they also require management to make assumptions and apply judgments to estimates regarding the timing and amount of future cash flows, probabilities related to various cash flow scenarios, and appropriate discount rates based on the perceived risks, among others. In evaluating whether an impairment is other-than-temporary, A&B considers all available information, including the length of time and extent of the impairment, the financial condition and near-term prospects of the affiliate, A&B’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value, and projected industry and economic trends, among others. Changes in these and other assumptions could affect the projected operational results and fair value of the unconsolidated affiliates, and accordingly, may require valuation adjustments to A&B’s investments that may materially impact A&B’s financial condition or its future operating results. For example, if current market conditions deteriorate significantly or a joint venture’s plans change materially, impairment charges may be required in future periods, and those charges could be material.

In September 2013, the Company entered into an Amended and Restated Limited Liability Company Agreement of Kukui'ula Village ("Agreement") with DMB Kukui'ula Village LLC ("DMB"). Under the Agreement, the Company assumed financial and operational control of Kukui'ula Village LLC ("Village") and consolidated the assets and liabilities of Village at fair value, resulting in a $6.3 million write down of its investment in the joint venture. In 2012, A&B recorded an impairment loss and equity losses totaling $4.7 million related to its joint venture investment in Bakersfield (CA) for a commercial development. The recognition of the impairment loss reduced the carrying amount of the investment to its estimated fair value and reflected the change in the Company’s development strategy to focus on development projects in Hawaii, and therefore, its related decision not to proceed with the development of California real estate assets in the near term. In 2011, A&B recorded a $6.4 million reduction in the carrying value of its investment in Waiawa, a residential joint venture on Oahu, due to the joint

41

venture’s termination of its development plans. The impairment loss and equity losses of the Company’s investments are classified as Impairment and equity losses related to joint ventures in the consolidated statements of income.

Weakness in particular real estate markets, difficulty in obtaining or renewing project-level financing or development approvals, and changes in A&B’s development strategy, among other factors, may affect the value or feasibility of certain development projects owned by A&B or by its joint ventures and could lead to additional impairment charges in the future.

Goodwill

In connection with the acquisition of Grace on October 1, 2013, the Company recorded goodwill of $90.3 million. Additionally, the Company recorded $9.3 million of goodwill in the Real Estate Leasing reporting unit in connection with the consolidation of The Shops at Kukui'ula. The Company reviews goodwill for impairment annually and whenever events or changes in circumstances indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. In estimating the fair value of a reporting unit, the Company may use a discounted cash flow model or fair value based on market multiples of EBITDA (earnings before interest, taxes, depreciation and amortization). The discounted cash flow approach requires the use of a number of assumptions, including market factors specific to the business, the amount and timing of estimated future cash flows to be generated by the business over an extended period of time, long-term growth rates for the business, and a discount rate that considers the risks related to the amount and timing of the cash flows. Although the assumptions used by the Company in its discounted cash flow model are consistent with the assumptions the Company used to generate its internal strategic plans and forecasts, significant judgment is required to estimate the amount and timing of future cash flows and the risk of achieving those cash flows. When using market multiples of EBITDA, the Company must make judgments about the comparability of those multiples in closed and proposed transactions. Accordingly, changes in assumptions and estimates, including, but not limited to, changes driven by external factors, such as industry and economic trends, and those driven by internal factors, such as changes in business strategy and its internal forecasts, could have a material effect on the reporting unit's business, financial condition and results of operations.

Legal Contingencies

A&B’s results of operations could be affected by significant litigation adverse to A&B, including, but not limited to, liability claims and construction defect claims. A&B records accruals for legal matters when the information available indicates that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Management makes adjustments to these accruals to reflect the impact and status of negotiations, settlements, rulings, advice of counsel and other information and events that may pertain to a particular matter. Predicting the outcome of claims and lawsuits and estimating related costs and exposure involves substantial uncertainties that could cause actual costs to vary materially from those estimates. In making determinations of likely outcomes of litigation matters, A&B considers many factors. These factors include, but are not limited to, the nature of specific claims including unasserted claims, A&B’s experience with similar types of claims, the jurisdiction in which the matter is filed, input from outside legal counsel, the likelihood of resolving the matter through alternative dispute resolution mechanisms and the matter’s current status. A detailed discussion of significant litigation matters is contained in Note 15 to the Consolidated Financial Statements.

Revenue Recognition for Certain Long-term Real Estate Developments

As discussed in Note 2 to the Consolidated Financial Statements, revenues from real estate sales are generally recognized when sales are closed and title, risks and rewards pass to the buyer. For certain real estate sales, A&B and its joint venture partners account for revenues on long-term real estate development projects that have continuing post-closing involvement, such as Kukui’ula, using the percentage-of-completion method. Following this method, the amount of revenue recognized is based on the percentage of development costs that have been incurred through the reporting period in relation to total expected development cost associated with the subject property. Accordingly, if material changes to total expected development costs or revenues occur, A&B’s financial condition or its future operating results could be materially impacted.

Construction Contracts and Related Products

Revenues from asphalt paving contracts are generally recognized using the percentage-of-completion method with progress toward completion measured on the basis of units (tons, cubic yards, square yards or square feet) of work completed as of a specific date to an estimate of the total units of work to be delivered under each contract. The Company uses this method as management considers units of work completed to be the best available measure of progress on paving contracts. Contracts in progress are reviewed regularly, and revenues and earnings may be adjusted based on revisions to assumption and estimates, including, but not limited to, revisions to job performance, job conditions, changes to the scope of work, estimated contract costs, progress toward completion, changes in internal and external factors or conditions and final contract settlement. Contract costs include all direct material, labor, equipment utilization, hired truckers, traffic control, bonds and subcontract

42

costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, field office rentals, utilities, certain repair costs and other expenses attributable to the contracts. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. The life cycle for contracts generally ranges from several months to three years in duration.

Pension and Post-Retirement Estimates

The estimation of A&B’s pension and post-retirement expenses and liabilities requires that A&B make various assumptions. These assumptions include the following factors:

• Discount rates

• Expected long-term rate of return on pension plan assets

• Health care cost trend rates

• Salary growth

• Inflation

• Retirement rates

• Mortality rates

• Expected contributions

Actual results that differ from the assumptions made with respect to the above factors could materially affect A&B’s financial condition or its future operating results. The effects of changing assumptions are included in unamortized net gains and losses, which directly affect accumulated other comprehensive income. Additionally, these unamortized gains and losses are amortized and reclassified to income (loss) over future periods.

The 2013 net periodic costs for qualified pension and post-retirement plans were determined using a discount rate of 4.10 percent. The benefit obligations for qualified pension and post-retirement plans, as of December 31, 2013, were determined using a discount rate of 4.90 percent. For A&B’s non-qualified benefit plans, the 2013 net periodic cost was determined using a discount rate of 2.80 percent and the December 31, 2013 obligation was determined using a discount rate of 3.50 percent. The discount rate used for determining the year-end benefit plan obligation was generally calculated using a weighting of expected benefit payments and rates associated with high-quality U.S. corporate bonds for each year of expected payment to derive a single estimated rate at which the benefits could be effectively settled at December 31, 2013.

The estimated return on plan assets of 8.00 percent was based on historical trends combined with long-term expectations, the mix of plan assets, asset class returns, and long-term inflation assumptions. One-, three-, and five-year pension returns (losses) were 16.6 percent, 8.7 percent, and 11.6 percent, respectively. A&B’s long-term rate of return (since inception in 1989) was 8.6 percent. In late 2013, the Company changed its pension plan investment and management approach to a liability driven investment strategy, which seeks to increase the correlation of the pension plan assets and liabilities to reduce the volatility of the plan's funded status, and over time, improve the funded status of the plan. The adoption of this strategy has resulted in an asset allocation that is weighted more toward fixed income investments, which reduces investment volatility, but also reduces investment returns over time. In connection with the adoption of a liability driven investment strategy, the Company appointed an investment adviser that directs investments and selects investment options, based on guidelines established by the Investment Committee. For 2014, the Company expects that its long-term rate of return will be reduced due to the change in asset allocation.

As of December 31, 2013, A&B’s post-retirement obligations were measured using an initial 7.50 percent health care cost trend rate, decreasing by 0.5 percent annually until the ultimate rate of 4.5 percent is reached in 2028.

Lowering the expected long-term rate of return on A&B’s qualified plan assets by one-half of one percent would have increased pre-tax pension expense for 2013 by approximately $0.7 million. Lowering the discount rate assumption by one-half of one percentage point would have increased pre-tax pension expense by approximately $0.8 million. Additional information about A&B’s benefit plans is included in Note 12 to the Consolidated Financial Statements.

As of December 31, 2013, the market value of A&B’s defined benefit plan assets totaled approximately $153.4 million, compared with $142.3 million as of December 31, 2012. The recorded net pension liability was approximately $22.0 million as of December 31, 2013 and approximately $47.4 million as of December 31, 2012. A&B expects to make

43

contributions totaling $5.9 million to certain of its defined benefit pension plans in 2014. A&B’s contributions to its pension plans were approximately $0.1 million in 2013 and $2.6 million in 2012.

Income Taxes

A&B makes certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are applied in the calculation of tax credits, tax benefits and deductions, and in the calculation of certain deferred tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Significant changes to these estimates may result in an increase or decrease to A&B’s tax provision in a subsequent period.

In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertain tax positions taken or expected to be taken with respect to the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with management’s expectations could materially affect A&B’s financial condition or its future operating results.

Recent Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements for a full description of the impact of recently issued accounting standards, which is incorporated herein by reference, including the expected dates of adoption and estimated effects on A&B’s results of operations and financial condition.

CONSOLIDATED RESULTS OF OPERATIONS

The following analysis of the consolidated financial condition and results of operations of Alexander & Baldwin, Inc. and its subsidiaries (collectively, the “Company”) should be read in conjunction with the consolidated financial statements and related notes thereto. Amounts in this narrative are rounded to millions, but per-share calculations and percentages were calculated based on thousands. Accordingly, a recalculation of some per-share amounts and percentages, if based on the reported data, may be slightly different than the more accurate amounts included herein.

(dollars in millions, except per-share amounts)	2013			Chg.	2012			Chg.	2011
Operating Revenue	$	365.2		40%	$	261.5		11%	$	235.1
Operating Costs and Expenses	325.3			37%	237.5			10%	215.3
Operating Income	39.9			66%	24.0			21%	19.8
Other Income and (Expense)	(16.3		)	(32)%	(23.9		)	28%	(18.6		)
Income Taxes Expense (Benefit)	8.5			NM	(7.6		)	NM	1.0
Income From Continuing Operations	15.1			96%	7.7			39X	0.2
Discontinued Operations (net of taxes)	22.3			74%	12.8			(45)%	23.3
Net Income	37.4			82%	20.5			(13)%	23.5
Income attributable to noncontrolling interest	(0.5		)	—%	—			—%	—
Net income attributable to A&B	$	36.9		80%	$	20.5		(13)%	$	23.5
Basic Earnings Per Share	$	0.83		73%	$	0.48		(13)%	$	0.55
Diluted Earnings Per Share	$	0.82		71%	$	0.48		(13)%	$	0.55

2013 vs. 2012

Operating Revenue for 2013 increased 40 percent, or $103.7 million, to $365.2 million. Real Estate Sales segment revenue (excluding revenue from discontinued operations) increased $70.4 million, primarily due to the sale of an undeveloped industrial parcel adjacent to Maui Business Park II and sales of residential lots on Oahu. Additionally, operating revenue increased $54.9 million due to the acquisition of Grace on October 1, 2013. Real Estate Leasing revenue increased $14.6 million in 2013 (excluding revenue from discontinued operations), primarily due to acquisitions. These increases were partially offset by a $36.2 million reduction in Agribusiness revenue primarily due to lower prices on sugar sold and one less voyage compared to 2012. The reasons for business- and segment-specific year-to-year fluctuations in revenue are further described below in the Analysis of Operating Revenue and Profit by Segment.

44

Because of the recurring nature of property sales, the Company views changes in Real Estate Sales and Real Estate Leasing revenues on a year-over-year basis before the reclassification of revenue to discontinued operations to be more meaningful in assessing segment performance. Additionally, due to the timing of sales for development properties and the mix of properties sold, management believes performance is more appropriately assessed over a multi-year period. Year-over-year comparisons of revenue are also not complete without the consideration of results from the Company’s investment in its real estate joint ventures, which are not included in consolidated operating revenue, but are included in segment operating profit. The Analysis of Operating Revenue and Profit by Segment that follows, provides additional information on changes in Real Estate Sales revenue and operating profit before reclassifications to discontinued operations.

Operating Costs and Expenses for 2013 increased 37 percent, or $87.8 million, to $325.3 million. Operating costs increased $47.6 million due to the acquisition of Grace on October 1, 2013. Additionally, operating costs increased $41.5 million due to higher Real Estate Development and Sales segment costs. The reasons for changes in business- and segment-specific year-to-year fluctuations in operating costs, which affect segment operating profit, are more fully described below in the Analysis of Operating Revenue and Profit by Segment.

Other Income and Expense: Other income (expense) was $(16.3) million in 2013 compared with $(23.9) million in 2012. The change in other income (expense) was principally due to $8.7 million in higher joint venture operating income, $2.4 million of gains from insurance proceeds, and $2.6 million in higher interest and other income. These increases were partially offset by $4.2 million in higher interest expense and $1.9 million of higher impairment charges in 2013.

Income Taxesand the effective rate were higher in2013compared with2012due principally to higher income from continuing operations, non-deductible expenses incurred by the Company related to the acquisition of Grace, which occurred in the fourth quarter of 2013, and solar credits received in 2012 associated with the Company's Port Allen solar project.

2012 vs. 2011

Operating Revenue for 2012 increased 11 percent, or $26.4 million, to $261.5 million. Agribusiness revenue increased $24.8 million, primarily due to higher prices on sugar sold. Real Estate Leasing revenue increased $0.9 million in 2012 (excluding revenue from discontinued operations), primarily due to acquisitions and overall higher mainland occupancies. The reasons for business- and segment-specific year-to-year fluctuations in revenue are further described below in the Analysis of Operating Revenue and Profit by Segment.

Operating Costs and Expenses for 2012 increased by 10 percent, or $22.2 million, due principally to $26.0 million in higher Agribusiness costs, $6.8 million in higher professional fees related to the Separation, which included $1.2 in share-based compensation related to the exchange of existing employee options with replacement options in the new company as part of the Separation, and a $5.1 million impairment of the Company’s Santa Barbara landholdings that resulted from the Company’s change in its development strategy to focus on development projects in Hawaii, partially offset by a $7.3 million gain on the sale of an agricultural parcel and $3.5 million in lower Real Estate Development and Sales costs (after excluding costs from discontinued operations). The Company also recognized a $9.4 million gain on land recognized at fair value in connection with its donation to a Maui not-for-profit. The gain was fully offset by an equal amount representing the cost of the charitable donation, which is included in selling, general and administrative expenses. The reasons for changes in business- and segment-specific year-to-year fluctuations in operating costs, which affect segment operating profit, are more fully described below in the Analysis of Operating Revenue and Profit by Segment.

Other Income and Expense: Other income (expense) was $(23.9) million in 2012 compared with $(18.6) million in 2011. The change in other income (expense) was due to $4.7 million in impairment and equity losses related to the Company’s Bakersfield joint venture development project in California, resulting from the Company’s change in its development strategy to focus on development projects in Hawaii, and $4.4 million in real estate joint venture losses in 2012. The higher expenses were partially offset by a $2.2 million reduction in interest expenses as a result of lower average debt levels.

Income Taxes and the effective rate were lower in 2012 compared with 2011 due principally to the Company’s solar project on Kauai and a land donation and charitable donations, partially offset by certain non-deductible separation expenses. The Company expects that its effective tax rate in 2013 will return to a combined statutory rate of approximately 39 percent.

ANALYSIS OF OPERATING REVENUE AND PROFIT BY SEGMENT

Additional detailed information related to the operations and financial performance of the Company’s Operating Segments is included in Part II Item 6 and Note 17 to the Consolidated Financial Statements. The following information should be read in relation to the information contained in those sections.

45

Real Estate Industry

Real Estate Leasing and Real Estate Development and Sales revenue and operating profit are analyzed before subtracting amounts related to discontinued operations. This is consistent with how the Company’s management evaluates performance and makes decisions regarding capital allocation for the Company’s real estate businesses. A discussion of discontinued operations for the real estate business is included separately.

Effect of Property Sales Mix on Operating Results: Direct year-over-year comparison of the real estate development and sales results may not provide a consistent, measurable indicator of future performance because results from period to period are significantly affected by the mix and timing of property sales. Operating results, by virtue of each project’s asset class, geography, and timing, are inherently episodic. Earnings from joint venture investments are not included in segment revenue, but are included in operating profit. The mix of real estate sales in any year or quarter can be diverse and can include developed residential real estate, commercial properties, developable subdivision lots, undeveloped land, and property sold under threat of condemnation. The sale of undeveloped land and vacant parcels in Hawaii generally provides higher margins than does the sale of developed and commercial property, due to the low historical-cost basis of the Company’s Hawaii land. Consequently, real estate development and sales revenue trends, cash flows from the sales of real estate, and the amount of real estate held for sale on the balance sheets do not necessarily indicate future profitability trends for this segment. Additionally, the operating profit reported in each quarter does not necessarily follow a percentage of sales trend because the cost basis of property sold can differ significantly between transactions.

Commercial Portfolio Acquisitions and Dispositions

In 2013, the Company completed a number of significant commercial property acquisitions and dispositions in connection with the migration of its Mainland portfolio to Hawaii. The largest acquisition, which closed on December 20, 2013, consisted of 21 improved properties, ground leases and vacant land located in Kailua, Hawaii and other Oahu locations ("Kailua Portfolio") for $372.7 million. To fund the acquisition, the Company utilized approximately $332.8 million in forward and reverse 1031 proceeds generated from the sales of seven commercial properties, principally on the Mainland. The Company may fund the remainder of the purchase price with additional planned property sales.

In addition to the acquisition of the Kailua Portfolio, the Company acquired three retail assets in Hawaii, with over 630,000 square feet of retail space primarily on Oahu, for approximately $190.5 million. The Company also assumed control over The Shops at Kukui'ula, which is a 78,900 square feet retail center on Kauai.

Due to the significant changes to the Company's commercial portfolio from acquisitions and dispositions, historical leasing revenue, operating profit, and cash flow trends may not be indicative of future results.

Real Estate Leasing; 2013 compared with 2012

(dollars in millions)	2013			2012			Change
Real estate leasing segment revenue	$	110.4		$	100.6		10	%
Real estate leasing operating costs and expenses	64.4			57.2			13	%
Selling, general and administrative expenses	2.3			1.7			35	%
Other segment expense (income)	0.3			0.1			3X
Segment operating profit	$	43.4		$	41.6		4	%
Operating profit margin	39.3		%	41.4		%
Net Operating Income*	$	68.8		$	63.1		9	%
Leasable Space (million sq. ft.) - Improved
Mainland	2.5			6.5
Hawaii	2.6			1.4

* Refer to page 48 for a discussion of management's use of a non-GAAP financial measure and the required reconciliation of non-GAAP measures to GAAP measures.

Real Estate Leasing revenue for 2013 was 10 percent higher than the amount reported for 2012. The increase was principally due to the revenue impact resulting from the acquisitions of Waianae Mall (January 2013), Napili Plaza (June 2013), Pearl Highlands (September 2013) and the Kailua Portfolio (December 2013), partially offset by the dispositions of ten Mainland properties described in the table below summarizing acquisitions and dispositions.

46

Same store average revenue increased to $17.71 per square foot in 2013 from $17.53 per square foot in 2012, due to higher revenue from a mainland office property and industrial property and a Hawaii industrial property and retail property. "Same store" refers to properties that were owned throughout the entire duration of both periods under comparison, including stabilized properties. Stabilized properties refer to commercial properties developed by the Company that have achieved 80 percent economic occupancy in each of the periods presented for comparison.

Operating profit was 4 percent higher in 2013, compared with 2012, principally due to the favorable impact from previously mentioned Hawaii acquisitions and Mainland dispositions. Depreciation expense was 12 percent higher year-over-year, as proceeds from commercial property sales under 1031 exchange transactions are reinvested in commercial properties at a higher relative book basis than the property sold.

The Company's commercial portfolio's weighted average occupancy summarized by geographic location and property type for the year ended December 31, 2013 was as follows:

Weighted average occupancy - percent	Hawaii	Mainland	Total
Industrial	97%	99%	98%
Office	82%	88%	88%
Retail	92%	88%	91%
Total	93%	95%	95%

Same store occupancy in 2013 was 92 percent, compared to 88 percent in 2012, due primarily to higher Mainland occupancies at two office properties, one industrial property and one office property.

In 2013, approximately 10.5 percent of leases, measured as a percentage of expiring annual gross rent to total annual gross rent, were scheduled to expire. As of December 31, 2013, approximately 8.2 percent of the expiring leases had been renewed, and the change in average annual rental income on renewals, including tenant concessions, if any, as compared to the prior rental income was 17 percent. Total tenant improvement costs and leasing commissions totaled $11.0 million in 2013.

Leasable space decreased to 5.1 million at year-end 2013, from 7.9 million square feet in 2012, principally due to the following activity:

Dispositions			Acquisitions*
Date	Property	Leasable sq. ft	Date	Property	Leasable sq. ft
1-13	Northpoint Industrial	119,400	1-13	Waianae Shopping Center	170,300
9-13	Centennial Plaza	244,000	5-13	Napili Plaza	45,100
9-13	Issaquah Office Center	146,900	9-13	Pearl Highlands	415,400
10-13	Republic Distribution Center	312,500	9-13	Shops at Kukui’ula	78,900
12-13	Activity Distribution Center	252,300	12-13	Kailua Portfolio	386,200
12-13	Heritage Business Park	1,316,400
12-13	Savannah Logistics Park	1,035,700
12-13	Broadlands Marketplace	103,900
12-13	Meadows on the Parkway	216,400
12-13	Rancho Temecula Town Center	165,500
	Total Dispositions	3,913,000		Total Acquisitions	1,095,900

* Excludes 51 acres ground leased to third-parties and improved with 760,000 square feet of retail and other commercial space that was acquired as part of the Kailua Portfolio.

47

Real Estate Leasing; 2012 compared with 2011

(dollars in millions)	2012			2011			Change
Real estate leasing segment revenue	$	100.6		$	99.7		1	%
Real estate leasing operating costs and expenses	57.2			58.7			(3	)%
Selling, general and administrative expenses	1.7			1.8			(6	)%
Other segment income (expense)	0.1			(0.1		)	NM
Segment operating profit	$	41.6		$	39.3		6	%
Operating profit margin	41.4		%	39.4		%
Net Operating Income*	$	63.1		$	60.8		4	%
Leasable Space (million sq. ft.) - Improved
Mainland	6.5			6.5
Hawaii	1.4			1.4

Real Estate Leasing revenue for 2012 was approximately one percent higher than the amount reported for 2011. The increase was principally due to the revenue impact resulting from the acquisitions of Union Bank Office Building (June 2011), Issaquah Office Center (September 2011), Gateway at Mililani Mauka (December 2011) and Gateway at Mililani Mauka South (June 2012) and a reversal of deferred rent in 2011 related to a tenant bankruptcy, partially offset by the dispositions of Apex Building (January 2011), Arbor Park Shopping Center (June 2011), Wakea Business Center (September 2011) and Firestone Boulevard Building (March 2012).

Same store average revenue decreased to $13.45 per square foot in 2012 from $13.63 per square foot in 2011, as higher revenue from a mainland retail property and industrial property was more than offset by lower revenue from two mainland office properties, a mainland retail property and the Hawaii retail property.

Same store occupancy increased to 93 percent in 2012, compared to 92 percent for 2011, due primarily to increased occupancy in the mainland industrial properties.

Operating profit was approximately six percent higher in 2012, compared with 2011, principally due to the higher revenue and occupancies in the Hawaii and Mainland portfolios, lower expenses related to the previously mentioned tenant bankruptcy in 2011, and the favorable impact from the timing of acquisitions and dispositions. Depreciation expense was two percent higher year-over-year, as proceeds from leased property sales under 1031 exchange transactions are reinvested in commercial properties at a higher relative book basis than the property replaced.

Leasable space remained essentially unchanged at 7.9 million square feet in 2012 compared with 2011, principally due to the following activity:

Dispositions			Acquisitions
Date	Property	Leasable sq. ft	Date	Property	Leasable sq. ft
3-12	Firestone Boulevard Building (CA)	28,100	6-12	Gateway at Mililani Mauka South (HI)	18,700
	Total Dispositions	28,100		Total Acquisitions	18,700

Use of Non-GAAP Financial Measures

The Company presents net operating income (“NOI”), which is a non-GAAP measure derived from real estate revenues (determined in accordance with GAAP, less straight-line rental adjustments) minus property operating expenses (determined in accordance with GAAP). NOI does not have any standardized meaning prescribed by GAAP, and therefore, our definition of NOI may differ from definitions of NOI used by other companies. NOI should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of the Company's financial performance, or as an alternative to cash flow from operating activities as a measure of the Company's liquidity. NOI is commonly used as a measure of operating performance because it is an indicator of the return on property investment, and provides a method of comparing property performance over time. NOI excludes general and administrative expenses, straight-line rental adjustments, interest income, interest expense, depreciation and amortization, and gains on sales of interests in real estate. The Company believes that the

48

real estate leasing segment's operating profit after discontinued operations is the most directly comparable GAAP measurement to NOI. A reconciliation of real estate leasing operating profit to real estate leasing segment NOI is as follows:

Reconciliation of Real Estate Leasing Operating Profit to NOI

(In Millions, Unaudited)

	2013			2012			2011
Real estate leasing segment operating profit before discontinued operations	$	43.4		$	41.6		$	39.3
Less amounts reported in discontinued operations (pre-tax)	(14.6		)	(17.1		)	(16.3		)
Real estate leasing segment operating profit after subtracting discontinued operations	28.8			24.5			23.0
Depreciation and amortization	24.8			22.2			21.7
Straight-line lease adjustments	(2.9		)	(3.6		)	(3.8		)
General and administrative expenses	3.5			2.9			3.6
Discontinued operations	14.6			17.1			16.3
Real estate leasing segment NOI	$	68.8		$	63.1		$	60.8

Real Estate Development and Sales; 2013 compared with, 2012 and 2011

(dollars in millions)	2013			2012			2011
Improved property sales revenue	$	331.6		$	5.0		$	45.2
Development sales revenue	41.8			8.7			6.7
Unimproved/other property sales revenue	49.6			18.5			7.9
Total real estate development and sales segment revenue	423.0			32.2			59.8
Cost of real estate development and sales	(362.3		)	(11.0		)	(31.6		)
Operating expenses	(16.0		)	(11.4		)	(11.1		)
Write down of The Shops at Kukui'ula joint venture investment	(6.3		)	—			—
Write down of Santa Barbara	—			(5.1		)	—
Impairment of Bakersfield	—			(4.7		)	—
Earnings (loss) from joint ventures	4.3			(4.4		)	(7.9		)
Other income	1.7			—			6.3
Total real estate development and sales operating profit (loss)	$	44.4		$	(4.4	)	$	15.5
Real estate development and sales operating profit margin	10.5		%	NM			25.9		%

2013: Revenue from Real Estate Development and Sales, before subtracting amounts presented as discontinued operations, was $423.0 million, principally related to the gain on the sale of ten Mainland improved properties, nine residential lots on Oahu, a 24-acre bulk parcel adjacent to Maui Business Park II, two non-core Maui land parcels and a small commercial lot on Oahu. Operating profit also included joint venture residential sales of 10 units at Kukui’ula on Kauai, 13 residential units at Ka Milo on the island of Hawaii, and seven units at Kai Malu on Maui. The margin on the sales described above was partially offset by a $6.3 million impairment charge in the third quarter of 2013, related to the consolidation of the Shops at Kukui’ula retail center joint venture.

2012: Revenue from Real Estate Development and Sales, before subtracting amounts presented as discontinued operations, was $32.2 million, principally related to the gain on the sale of 286 acres of agricultural-zoned land on Maui, a 4.1-acre parcel at Maui Business Park II, Firestone Boulevard Building, two leased fee parcels on Maui, three residential units on Oahu, and several non-core land parcels on Maui. Operating profit also included joint venture sales of a parcel and seven residential units at Kukui’ula, eight residential units at Ka Milo, and two units at Kai Malu. The margin on the sales described above was partially offset by $9.8 million of impairment charges in the second quarter of 2012, related to the Company’s Santa Barbara and Bakersfield development projects in California, resulting from the Company’s change in its development strategy to focus on development projects in Hawaii, as well as joint venture expenses.

49

2011: Real Estate Development and Sales revenue and operating profit included the sales of Arbor Park Shopping Center, a retail center in Texas; two commercial properties, an 86-acre industrial parcel, a leased fee parcel and several non-core parcels on the island of Maui; and six residential units and one commercial space at the Company’s Keola La’i high-rise development on Oahu. Operating profit also included a loss of $6.4 million on the Company’s investment in its Waiawa joint venture due to the joint venture’s termination of its development plans, as well as various joint venture expenses, partially offset by a gain on the sale of the Company’s interest in the Bridgeport Marketplace joint venture development in Valencia, California, a four-acre commercial parcel at Kukui’ula, and four units at Ka Milo.

Discontinued Operations;The revenue, operating profit, and after-tax effects of discontinued operations for 2013, 2012 and 2011 were as follows (in millions, except per-share amounts):

	2013		2012		2011
Proceeds from the sale of income-producing properties (Real Estate Sales Segment)	$	337.6	$	8.9	$	45.5
Real Estate Leasing revenue (Real Estate Leasing Segment)	31.6		36.4		36.4
Gain on sale of income-producing properties	$	22.1	$	4.0	$	22.5
Real Estate Leasing operating profit	14.6		17.1		16.3
Total operating profit before taxes	36.7		21.1		38.8
Income tax expense	14.4		8.3		15.5
Income from discontinued operations	$	22.3	$	12.8	$	23.3

2013: The revenues and expenses related to the sales of Northpoint Industrial, an industrial property in California, Centennial Plaza, an industrial property in Utah, Issaquah Office Center, an office building in Washington, Republic Distribution Center, an industrial property in Texas, Activity Distribution Center, an industrial building in California, Heritage Business Park, an industrial property in Texas, Savannah Logistics Center, an industrial warehouse in Georgia, Broadlands Marketplace, a retail property in Colorado, Meadows on the Parkway, a retail center in Colorado, and Rancho Temecula, a retail center in California, were classified as discontinued operations. Additionally, the revenues and expenses related to Maui Mall, a retail property on Maui sold on January 6, 2014, was classified as discontinued operations as of December 31, 2013.

2012: The revenue and expenses related to the sales of the Firestone Boulevard Building and Northpoint Industrial, two industrial properties in California, and two leased fee properties in Maui were classified as discontinued operations. Northpoint Industrial was sold in January 2013, but was classified as held for sale, as of December 31, 2012, in the consolidated balance sheets. Additionally, the revenues, expenses and operating profit from Northpoint were classified as discontinued operations for all periods presented.

2011: The revenue and expenses of Arbor Park Shopping Center, a retail property in Texas; Wakea Business Center II, a commercial facility on Maui; and a leased Maui property were classified as discontinued operations.

Natural Minerals and Construction

Natural Minerals and Construction; Period from October 1, 2013 to December 31, 2013

(dollars in millions)	2013
Revenue	$	54.9
Operating profit	$	2.9
Operating profit margin	5.3		%
Depreciation and amortization	$	4.4
Aggregate produced (tons in thousands)	193.1
Aggregate used and sold (tons in thousands)	112.3
Asphaltic concrete placed (tons in thousands)	114.5
Backlog	$	218.1

On October 1, 2013, the Company completed the acquisition of Grace, a Hawaii-based natural materials and infrastructure construction company.

50

Natural Materials and Construction revenue was $54.9 million for the period from October 1, 2013 through December 31, 2013, and was primarily attributable to Grace's quarrying and paving activities, which reflected approximately 112.3 thousand tons of aggregate used and sold and 114.5 thousand tons of asphaltic concrete placed. Backlog at the end of December 31, 2013 was $218.1 million, which includes the backlog of Maui Paving, a 50 percent-owned non-consolidated affiliate, compared to $167.7 million as of December 31, 2012.

Operating profit was $2.9 million for the period from October 1, 2013 through December 31, 2013, primarily related to Grace's quarrying, paving and asphalt activities, and reflected an approximately $2.8 million negative non-cash depreciation and amortization charges from purchase price accounting adjustments to tangible and intangible assets recorded at fair value in the acquisition.

Agribusiness

Agribusiness; 2013 compared with 2012

(dollars in millions)	2013			2012			Change
Revenue	$	146.1		$	182.3		(20	)%
Operating profit	$	10.7		$	20.8		(49	)%
Operating profit margin	7.3		%	11.4		%
Tons sugar produced	191,500			178,300			7	%
Tons sugar sold (raw and specialty sugar)	159,600			198,200			(19	)%

Agribusiness revenue decreased $36.2 million, or 20 percent, in 2013 compared with 2012. The decrease was primarily due to $29.9 million in lower raw sugar sales revenue due principally to lower prices and one less raw sugar delivery in the year as compared to 2012, $3.6 million in lower molasses revenue from lower volume and prices, $3.2 million in lower specialty sugar sales from lower volume and pricing, and $2.4 million in lower trucking revenue due to terminated operations on Kauai, partially offset by $4.4 million in higher vessel charter revenue from the completion of an outside charter.

Operating profit decreased $10.1 million in 2013 compared with 2012. The decrease was primarily due to $9.0 million in lower raw sugar margin due to lower pricing during the year, $1.7 million in lower other operating income, which included lower outside leases, and $1.1 million in lower molasses margin from lower net prices due to changes in transportation logistics during the year, partially offset by $1.5 million higher vessel charter margin from the completion of an outside charter.

Sugar production in 2013 was 7 percent higher than 2012 due principally to higher yields. Tons of sugar sold was 19 percent lower in 2013 than in 2012, due principally to four sugar shipments completed in 2013 as compared to five completed sugar shipments in 2012.

Agribusiness; 2012 compared with 2011

(dollars in millions)	2012			2011			Change
Revenue	$	182.3		$	157.5		16	%
Operating profit	$	20.8		$	22.2		(6	)%
Operating profit margin	11.4		%	14.1		%
Tons sugar produced	178,300			182,800			(2	)%
Tons sugar sold (raw and specialty sugar)	198,200			163,100			22	%

Agribusiness revenue increased $24.8 million, or 16 percent, in 2012 compared with 2011. The increase was primarily due to $24.3 million in higher raw sugar sales revenue due to five sugar shipments in 2012 as compared to four sugar shipments in 2011, $1.5 million from higher specialty sugar sales resulting from higher volume and prices, $1.5 million in higher molasses sales due to higher volume and prices, and $1.1 million in higher parts and repair revenue, partially offset by $1.8 million in lower charter revenue.

Operating profit decreased $1.4 million in 2012 compared with 2011. The decrease in operating profit was primarily due to a $3.9 million decrease in raw and specialty sugar margins. The decrease in raw and specialty sugar margins were principally the result of a decrease in the volume of sugar production over which costs are allocated, resulting in higher per unit costs. The lower margin on raw and specialty sugar was partially offset by a $1.9 million improvement due to the sale of the

51

coffee assets in 2011 and higher power margins from hydroelectric production on Kauai, as well as $1 million in lower charitable foundation contribution expenses.

Sugar production in 2012 was 2 percent lower than 2011 due principally to lower yields on the acres harvested, resulting from lower water availability. The average net revenue per ton of sugar for 2012 was $619 or 2 percent higher than the average revenue per ton of $605 in 2011.

LIQUIDITY AND CAPITAL RESOURCES

Overview: A&B’s primary liquidity needs have historically been to support working capital requirements and fund capital expenditures and real estate developments. A&B’s principal sources of liquidity have been cash flows provided by operating activities, available cash and cash equivalent balances, and borrowing capacity under its various credit facilities.

A&B’s operating income is generated by its subsidiaries. There are no restrictions on the ability of A&B’s wholly owned subsidiaries to pay dividends or make other distributions to A&B. A&B regularly evaluates investment opportunities, including development projects, joint venture investments, share repurchases, business acquisitions and other strategic transactions to increase shareholder value. A&B cannot predict whether or when it may enter into acquisitions or joint ventures or what impact any such transactions could have on A&B’s results of operations, cash flows or financial condition. A&B’s cash flows from operations, borrowing availability and overall liquidity are subject to certain risks and uncertainties, including those described in the section entitled “Risk Factors” beginning on page 19.

On January 22, 2013, A&B completed the purchase of Waianae Mall, a 170,300 square-foot, 10-building retail center in Leeward Oahu, for $10.1 million in cash and the assumption of a $19.7 million loan (the “Loan”). The Promissory Note for the Loan is secured by a Mortgage, Assignment of Leases and Rents and Security Agreement, bears interest at 5.39 percent, and requires monthly payments of principal and interest totaling $0.1 million. A final balloon payment of $18.5 million is due on October 5, 2015. In connection with the loan assumption, the Company has also provided a limited guaranty for the payment of all obligations under the Loan. The guaranty is limited to 10 percent of the outstanding principal balance of the Loan upon the occurrence of an event of default, plus any costs incurred by the lender.

On September 17, 2013, A & B Properties, Inc. (“A&B Properties”), a wholly owned subsidiary of the Company, closed the purchase of Pearl Highlands Center, a 415,400 square-foot, fee simple retail center in Pearl City, Oahu (the “Property”), for $82.2 million in cash and the assumption of a $59.3 million mortgage loan (the “Pearl Loan”), pursuant to the terms of the Real Estate Purchase and Sale Agreement, dated April 9, 2013, between PHSC Holdings, LLC and A&B Properties. The Pearl Loan, which is currently held by The Northwestern Mutual Life Insurance Company (the “Lender”), is secured by a Mortgage and Security Agreement, bears interest at 5.9 percent, and requires monthly payments of principal and interest totaling $0.4 million. A final balloon payment of $56.2 million is due on September 15, 2016.

On September 24, 2013, KDC LLC ("KDC"), a wholly owned subsidiary of A&B and a 50 percent member of Kukui'ula Village LLC ("Village"), entered into an Amended and Restated Limited Liability Company Agreement of Kukui'ula Village ("Agreement") with DMB Kukui'ula Village LLC ("DMB"), a Delaware limited liability company, as a member, and KKV Management LLC, a Hawaii limited liability company, as the manager and a member. Village owns and operates The Shops at Kukui'ula, a commercial retail center on the South shore of Kauai. Under the Agreement, KDC assumed control of Village. Accordingly, A&B consolidated Village's assets and liabilities at fair value, which includes secured loans totaling approximately $51.2 million. The first loan, totaling $41.8 million (the "Real Estate Loan"), is secured by The Shops at Kukui'ula and 45 acres owned by Kukui'ula Development Company (Hawaii), LLC ("Kukui'ula"), in which KDC is a member. The second loan, totaling $9.4 million (the "Term Loan") is secured by a letter of credit. The Real Estate Loan and Term Loan were scheduled to mature on September 28, 2013. On September 25, 2013, Village entered into an agreement to extend the maturities of the loans to November 5, 2013, in order to finalize refinancing negotiations with the lender. In connection with the loan extensions, Village made a $5 million principal payment on the Real Estate Loan. On November 5, 2013, the Company refinanced the remaining $44.0 million of secured loans related to The Shops at Kukui'ula with new three-year term loans. The first loan, totaling $34.6 million, is secured by The Shops at Kukui'ula, 45 acres owned by Kukui'ula, in which KDC is a member, and an A&B guaranty. The loan bears interest at LIBOR plus 2.85 percent and requires principal amortization of $0.9 million per quarter. The second loan, totaling $9.4 million, is interest only, secured by a letter of credit, and bears interest at LIBOR plus 2.0 percent. The first loan contains guarantor covenants that mirror the covenants in A&B's revolving credit agreement.

On October 1, 2013, the Company consummated its previously announced acquisition of Grace, a Hawaii-based natural materials and infrastructure construction company. The total merger consideration was approximately 5.4 million shares of A&B common stock and approximately $35.25 million in cash, as adjusted based on Grace's shareholders' equity at closing. Approximately 12 percent of the purchase price was initially withheld by A&B to secure any final adjustments to the merger

52

consideration and certain indemnification obligations of Grace shareholders pursuant to the merger agreement. These funds will be released by A&B in accordance with the terms set forth in the merger agreement. In addition, an amount of cash equal to $1 million of the merger consideration otherwise deliverable to Grace shareholders has been delivered to the shareholders' representative to cover the costs and expenses incurred by him in performing his duties as provided in the merger agreement. The cash portion of the purchase price will be funded through a combination of cash on hand and borrowings under the Company's credit facilities. At December 31, 2013, approximately $23.5 million of the cash consideration remains withheld pro rata from Grace shareholders.

On October 1, 2013, A&B's Board of Directors announced a fourth-quarter 2013 dividend of $0.04 per share, paid on December 5, 2013 to shareholders on record as of the close of business on November 7, 2013.

On December 16, 2013, Estates of Kahala LLC, a wholly owned subsidiary of the Company, entered into a non-recourse loan agreement (the "Loan Agreement") and promissory note ("Note") with First Hawaiian Bank ("Lender"). The $42.0 million loan is secured by 15 residential lots on Kahala Avenue on Oahu, three parcels in Windward Oahu, and an agricultural parcel on Maui. The Loan Agreement and Note require principal payments equal to 70 percent of the net sales proceeds from the sale of any of the secured properties. To the extent cumulative principal payments are less than $18 million after 18 months, the Company is required to make an additional principal payment, such that the remaining principal balance of the loan is less than or equal to $24 million. The loan bears interest at LIBOR plus 2.625 percent, matures on December 16, 2016, is prepayable without penalty, and provides for a one-year extension option, provided certain conditions are met. The loan also requires that the Company maintain a loan to value ratio below 65 percent for the properties secured. In connection with the Loan Agreement, A & B Properties entered into a limited guaranty agreement ("Limited Guaranty") with Lender, under which A & B Properties may be held liable for costs and damages incurred by the Lender arising from, among other events, willful acts of material waste of any portion of the collateral, damage to the collateral from intentional misconduct or gross negligence, fraud or material misrepresentation, and misapplication of insurance proceeds.

On December 18, 2013, the Company entered into a First Amendment to Credit Agreement ("Amendment") to its $260 million revolving credit facility ("Revolving Credit Facility") by and among Alexander & Baldwin, LLC ("A&B LLC"), Grace, A&B II, LLC, First Hawaiian Bank, Bank of America N.A., and other lenders party thereto. Under the Amendment, the aggregate capacity under the Revolving Credit Facility was increased to $350 million, the sub-limit for swing line loans was increased from $50 million to $80 million, and the uncommitted increase option was increased to $100 million. Additionally, the Amendment adds Grace as co-borrower, adds A&B II, LLC as guarantor, and modifies certain covenants to account for the Company's acquisition of Grace. The foregoing amendments were undertaken by the Company to consolidate debt facilities, as well as increase the Company's available borrowing capacity due to the acquisition of Grace. All other terms of the Revolving Credit Facility remain substantially unchanged.

On December 18, 2013, the Company entered into an amendment ("Pru Amendment") to its $300 million Note Purchase and Private Shelf Agreement ("Pru Shelf") by and among A&B LLC and Prudential Investment Management, Inc. ("PIM") and certain affiliates of PIM party thereto. The Pru Amendment modifies certain covenants to account for the acquisition of Grace. All other terms of the Pru Shelf remain substantially unchanged.

On December 18, 2013, the Company entered into a short-term facility ("Bridge Loan"), by and among A&B LLC, Bank of America, N.A., and other lenders party thereto, to finance a portion of the Company's $372.7 million purchase of commercial properties and 51 acres under ground leases, principally located in Kailua, Hawaii, from Kaneohe Ranch and the Harold K.L. Castle Foundation, as previously described in the Company's Form 8-K dated November 19, 2013. The Company borrowed $60 million under the Bridge Loan, which bears interest at LIBOR plus 3.00 percent. The Bridge Loan was paid off on January 6, 2014 with reverse 1031 proceeds from the disposition of Maui Mall.

Cash Flows: Cash flows provided by operating activities continue to be the Company’s most significant source of liquidity. Net cash flows (used in) from operating activities, which include real estate development inventory expenditures, totaled $(38.3) million for 2013, $10.9 million for 2012, and $10.4 million for 2011. Cash flows for 2013 were lower than 2012 primarily due to higher real estate development inventory expenditures, which increased by $113.4 million, principally due to the purchase of 30 Kahala residential lots on Oahu. Excluding expenditures for the Company’s real estate development inventory, cash flows from operating activities were $64.2 million higher than 2012, due to higher real estate development sales, primarily related to the sales of a 24-acre bulk parcel adjacent to Maui Business Park II and nine residential lots on Oahu.

Net cash flows used in investing activities were $211.7 million for 2013, $50.1 million for 2012, and $26.1 million for 2011. The net cash used in investing activities in 2013 included $32.5 million for capital expenditures, including $12.3 million related to capital improvements to commercial properties, $4.9 million for Natural Materials and Construction segment-related capital expenditures, and the balance primarily related to routine replacements for agricultural operations. Capital expenditures related to 1031 commercial property acquisitions totaled $472.8 million, and was related to the acquisitions of the Kailua

53

Portfolio, Pearl Highlands, Waianae Mall, and Napili Plaza. Other cash flows used in investing activities included $19.4 million for the One Ala Moana condominium investment and $20.0 million principally related to investments in A&B's Kukui'ula joint venture projects. These cash flows were partially offset by $330.8 million in proceeds from 1031 commercial property dispositions and $5.1 million in cash proceeds received primarily from real estate-related investments.

Net cash flows used in investing activities in 2012 included $45.4 million for capital expenditures, and was composed of $13.7 million related to capital improvements to commercial properties, $21.8 million related to the Port Allen solar project on Kauai, and the balance primarily related to routine replacements for agricultural operations. Capital expenditures related to 1031 commercial property acquisitions totaled $9.4 millionand was related to the acquisition of Gateway at Mililani Mauka. Other cash flows used in investing activities included $17.5 million, principally related to investments in A&B’s Kukui’ula joint venture projects. These cash outflows were partially offset by$18.8 millionin proceeds from 1031 commercial property dispositions, $2.2 million in cash proceeds received, primarily related to property sales, and $2.9 million related to distributions from joint ventures and other investments.

Net cash flows used in investing activities for capital expenditures were as follows:

	Twelve months ended December 31,
(dollars in millions)	2013		2012		Change
Acquisition of property	$	—	$	2.0	(100.0	)%
Real estate redevelopment/renovations	7.7		6.9		11.6	%
Tenant improvements	8.0		4.8		66.7	%
Quarrying and paving	4.9		—		—	%
Agribusiness and other	11.9		31.7		(62.5	)%
Total capital expenditures*	$	32.5	$	45.4	(28.4	)%

* Capital expenditures for real estate developments to be held and sold as real estate development inventory are classified in condensed consolidated statement of cash flows as operating activities.

In 2014, A&B expects that its required minimum capital expenditures will be approximately $30 million a year. A&B’s total capital budget for 2014, which is primarily related to growth capital, is currently planned for approximately $185 million and includes spending for new, but currently unidentified, investment opportunities as well as expenditures for real estate developments and currently unidentified 1031 lease portfolio acquisitions. Approximately $75 million of the total projected capital budget relate to ongoing real estate development, including the Company's Maui Business Park II project, Mililani Mauka, The Collection, Kukui’ula joint ventures, and other investments. Additionally, $25.0 million of the 2014 capital budget relate to currently unidentified real estate investment opportunities and approximately $50 million relates to commercial property acquisitions. Of the remaining projected capital expenditures, approximately $13 million relates to lease portfolio maintenance capital and the balance principally relates to maintenance capital for Grace and the Agribusiness segment. Should investment opportunities in excess of the amounts budgeted arise, A&B believes it has adequate sources of liquidity to fund these investments.

Net cash flows from financing activities totaled$252.2 million, $28.6 million, and $21.9 million in 2013, 2012, and 2011, respectively. The increase in cash flows from financing activities in 2013 was principally due to borrowings related to the Company's acquisition activities, which included the Kahala lot portfolio and a portion of the purchase price for the Kailua Portfolio expected to be funded with reverse 1031 proceeds. The increase in cash flows from financing activities in 2012 compared to 2011 was principally due to the capital contribution from Holdings in connection with the Separation, offset by lower net proceeds from debt in 2012 compared to 2011.

The Company believes that funds generated from results of operations, available cash and cash equivalents, and available borrowings under credit facilities will be sufficient to finance the Company’s business requirements for the next fiscal year, including working capital, capital expenditures, and potential acquisitions and stock repurchases. There can be no assurance, however, that the Company will continue to generate cash flows at or above current levels or that it will be able to maintain its ability to borrow under its available credit facilities.

Other Sources of Liquidity:  Additional sources of liquidity for the Company consisted of cash and cash equivalents, trade receivables, and quarry and sugar inventories that totaled approximately $104.0 million at December 31, 2013, an increase of $91.0 million from December 31, 2012. This net increase was due primarily to $35.3 million in higher quarry inventory balances due to the acquisition of Grace and $13.0 in higher sugar inventory balances. Receivables increased $40.4 million due to the acquisition of Grace.

54

The Company also has revolving credit and term facilities that provide additional sources of liquidity for working capital requirements or investment opportunities on a short-term as well as longer-term basis. Total debt was $710.7 million at the end of 2013 compared with $235.5 million at the end of 2012. As of December 31, 2013, available borrowings under these facilities, which are more fully described below, totaled $246.1 million.

The Company has a replenishing three-year unsecured note purchase and private shelf agreement with Prudential Investment Management, Inc. and its affiliates (collectively, “Prudential”) under which the Company may issue notes in an aggregate amount up to $300 million, less the sum of all principal amounts then outstanding on any notes issued by the Company or any of its subsidiaries to Prudential and the amounts of any notes that are committed under the note purchase agreement. The ability to draw additional amounts under the facility expires in June 2015. At December 31, 2013, approximately $2.5 million was available under the facility.

The Company has a revolving senior credit facility that provides for an aggregate $350 million, 5-year unsecured commitment ("A&B Senior Credit Facility"), with an uncommitted $100 million increase option. The facility expires in June 2017. The A&B Senior Credit Facility also provides for a $100 million sub-limit for the issuance of standby and commercial letters of credit and an $80 million sub-limit for swing line loans. Amounts drawn under the facilities bear interest at London Interbank Offered Rate (“LIBOR”) plus a margin based on a ratio of debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) pricing grid. At December 31, 2013, $95.0 million was outstanding, $11.4 million in letters of credit had been issued against the facilities, and $243.6 million remained available for borrowing.

A&B’s ability to access its credit facilities is subject to its compliance with the terms and conditions of the credit facilities, including financial covenants. The financial covenants under current agreements require A&B to maintain certain financial covenants, such as the maintenance of minimum shareholders’ equity levels, minimum EBITDA to fixed charges ratio, maximum debt to total assets ratio, minimum unencumbered income-producing asset value to unencumbered debt ratio, and limitations on priority debt. At December 31, 2013, A&B was in compliance with all such covenants. While there can be no assurance that A&B will remain in compliance with its covenants, A&B expects that it will remain in compliance. Credit facilities are more fully described in Note 9 to the Consolidated Financial Statements.

Balance Sheet: The Company had a working capital deficit of $(46.8) million at December 31, 2013, compared to working capital deficit of $(6.2) million at the end of 2012. The change in working capital is principally due to a $60 million bridge loan related to the acquisition of the Kailua Portfolio that was classified as a current liability.

Property-net increased by $435.0 million, principally due to the acquisitions of the Kailua commercial properties in December 2013 for $372.7 million, Kahala lots in September and December 2013 for $128.0 million, Pearl Highlands Center in September 2013 for $141.5 million, Waianae Mall in January 2013 for $29.8 million, and the consolidation of The Shops at Kukui'ula, a retail commercial center on Kauai. These increases were partially offset by the sales of Northpoint Industrial, an industrial property in California, Centennial Plaza, an industrial property in Utah, Issaquah Office Center, an office building in Washington, Republic Distribution Center, an industrial property in Texas, Activity Distribution Center, an industrial building in California, Heritage Business Park, an industrial property in Texas, Savannah Logistics Center, an industrial warehouse in Georgia, Broadlands Marketplace, a retail property in Colorado, Meadows on the Parkway, a retail center in Colorado, and Rancho Temecula, a retail center in California. The proceeds from the foregoing sales were reinvested under Section 1031 of the Internal Revenue Code into the acquisitions of commercial properties cited above.

Total debt as of December 31, 2013 was $710.7 million. The increase in debt during 2013 was principally due to growth investments, which included the purchase of the Kahala properties for $128.0 million, the assumption of a $59.3 million mortgage related to the $141.5 million acquisition of Pearl Highlands Center, the $60.0 million borrowing under a short-term, temporary bridge loan drawn to fund a portion of the purchase price to acquire the Kailua commercial portfolio, the assumption of $51.2 million of debt related to the consolidation of The Shops at Kukui'ula, the assumption of a $19.7 million mortgage related to the acquisition of Waianae Mall, investments in One Ala Moana, Maui Business Park II, and Kukui‘ula, and commercial portfolio capital expenditures. Subsequent to year end, on January 6, 2014, the Company paid off the $60.0 million bridge loan using reverse 1031 proceeds from the sale of Maui Mall.

Tax-Deferred Real Estate Exchanges:Sales - During 2013, sales and condemnation proceeds that qualified for potential tax-deferral treatment under Internal Revenue Code Sections 1031 and 1033 totaled approximately $378.6 million from the sales of Northpoint Industrial, Centennial Plaza, Issaquah Office Center, Republic Distribution Center, Activity Distribution Center, Heritage Business Park, Savannah Logistics Park, Broadlands Marketplace, Meadows on the Parkway, Rancho Temecula Town Center, and a 24-acre bulk parcel and 209 acres of non-core land on Maui. During 2012, sales and condemnation proceeds that qualified for potential tax-deferral treatment under Internal Revenue Code Sections 1031 and 1033 totaled approximately $19.5 million and were generated primarily from the sales of 286 acres of agricultural-zoned land on Maui, an industrial property in California, two leased fee parcels, and several non-core land parcels on Maui.

55

Purchases - During 2013, the Company utilized $472.8 million from tax-deferred sales to acquire the Kailua Portfolio under a forward and reverse 1031 exchange transaction, Pearl Highlands Center under a reverse 1031 transaction, and Napili Plaza under a forward 1031 transaction. At December 31, 2013, approximately $84.5 million of 1031 proceeds remained to be generated to fund the Kailua Portfolio acquisition. On January 6, 2014, the Company sold Maui Mall, which generated approximately $63.1 million of 1031 proceeds, leaving approximately $21.4 million to be funded from prospective 1031 sales. During 2012, the Company utilized $9.4 million in proceeds from tax-deferred sales to acquire Gateway at Mililani Mauka South.

The proceeds from 1031 tax-deferred sales are held in escrow pending future use to purchase new real estate assets. The proceeds from 1033 condemnations are held by the Company until the funds are redeployed. As of December 31, 2013, there were $0.6 million in proceeds from tax-deferred sales that had not been reinvested.     

CONTRACTUAL OBLIGATIONS, COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

Contractual Obligations: At December 31, 2013, the Company had the following estimated contractual obligations (in millions):

				Payment due by period
Contractual Obligations		Total		2014		2015-2016		2017-2018		Thereafter
Long-term debt obligations    (including current portion)	(a)	$	708.9	$	105.2	$	211.8	$	165.8	$	226.1
Estimated interest on debt	(b)	145.2		29.1		50.2		26.7		39.2
Purchase obligations	(c)	25.3		25.3		—		—		—
Post-retirement obligations	(d)	6.4		0.8		1.6		1.5		2.5
Non-qualified benefit obligations	(e)	5.9		0.1		4.2		1.1		0.5
Operating lease obligations	(f)	27.9		4.7		5.7		5.2		12.3
Total		$	919.6	$	165.2	$	273.5	$	200.3	$	280.6

(a) Long-term debt obligations (including current portion, but excluding debt premium or discount) include principal repayments of short-term and long-term debt for the respective period(s) described (see Note 9 to the Consolidated Financial Statements for principal repayments for each of the next five years). Short-term debt includes amounts borrowed under revolving credit facilities and have been reflected as payments due in 2014.

(b) Estimated cash paid for interest on debt is determined based on (1) the stated interest rate for fixed debt and (2) the rate in effect on December 31, 2013 for variable rate debt. Because the Company’s variable rate date may be rolled over, actual interest may be greater or less than the amounts indicated. Estimated interest on debt also includes swap payments on the Company's interest rate swaps.

(c) Purchase obligations include only non-cancellable contractual obligations for the purchases of goods and services. Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure and approximate timing of the transaction. Any amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above.

(d) Post-retirement obligations include expected payments to medical service providers in connection with providing benefits to the Company’s employees and retirees. The $2.5 million noted in the column labeled “Thereafter” comprises estimated benefit payments for 2019 through 2023. Post-retirement obligations are described further in Note 12 to the Consolidated Financial Statements. The obligation for pensions reflected on the Company’s consolidated balance sheet is excluded from the table above because the Company is unable to reliably estimate the timing and amount of contributions.

(e) Non-qualified benefit obligations include estimated payments to executives and directors under the Company’s three non-qualified plans. The $0.5 million noted in the column labeled “Thereafter” comprises estimated benefit payments for 2019 through 2023. Additional information about the Company’s non-qualified plans is included in Note 12 to the Consolidated Financial Statements.

(f) Operating lease obligations include principally land, office space and equipment under non-cancelable, long-term lease arrangements that do not transfer the rights and risks of ownership to A&B. These amounts are further described in Note 10 to the Consolidated Financial Statements.

56

A&B has not provided a detailed estimate of the timing and amount of payments related to uncertain tax position liabilities due to the uncertainty of when the related tax settlements are due. Additionally, upon Separation, the Company’s unrecognized tax benefits were reflected on Matson Inc.’s (“Matson”) financial statements because Matson is considered the successor parent to the affiliated tax group. In connection with the Separation, the Company entered into a tax indemnification agreement with Matson and established a liability of $1 million representing the fair value of the indemnity to Matson in the event the Company’s pre-separation unrecognized tax benefits are not realized. The remaining liability as of December 31, 2013 was $0.3 million.

Other Commitments and Contingencies: A description of other commitments, contingencies, and off-balance sheet arrangements, and incorporated herein by reference, is described in Note 15 to the Consolidated Financial Statements of Item 8 in this Form 10-K.

OUTLOOK

All of the forward-looking statements made herein are qualified by the inherent risks of the Company’s operations and the markets it serves, as more fully described on pages 19 to 32 of this Form 10-K and other filings with the SEC.

There are two primary sources of periodic economic forecasts and data for the State of Hawaii: The University of Hawaii Economic Research Organization (UHERO) and the state’s Department of Business, Economic Development and Tourism (DBEDT). Much of the economic information included herein has been derived from economic reports available on UHERO’s and DBEDT’s websites that provide more complete information about the status of, and forecast for, the Hawaii economy. Information below on Oahu residential re-sales is published by the Honolulu Board of Realtors and Title Guaranty of Hawaii, Incorporated. Information below on the Oahu commercial real estate market is provided by Colliers International (Hawaii). Bankruptcy filing information cited below is published by the U.S. Bankruptcy Court District of Hawaii.

The Company’s overall outlook assumes steady growth for the U.S. and Hawaii economies. The Hawaii economy is projected to produce real growth of 2.8 percent in 2014, and is expected to continue to grow at a moderate pace for the next several years. The primary driver of growth is tourism, which set an all-time record for visitor expenditures and arrivals for a second consecutive year in 2013. With sustained record performance, Hawaii’s tourism industry is nearing capacity and, as a result, growth is expected to be muted going forward.

The state continues to see positive trends in other economic indicators. Unemployment at the end of 2013 was 4.5 percent, down from 5.1 percent at the end of 2012, and well below the national unemployment rate of 6.7 percent. Bankruptcy filings in 2013 were down by 18 percent compared to 2012. In 2013, the median resale price for a home on Oahu was $650,000, up 4.8 percent compared to 2012, and the median resale price of an Oahu condominium was up 4.6 percent at $332,000. For the month of December, the median resale price for a home on Oahu returned to record high levels set in June 2007, reaching $685,000, a 14.2 percent increase over December 2012. For December 2013, months of available inventory-2.7 months for Oahu homes and 2.9 months for Oahu condos-remained low in both absolute terms and relative to the 2012 full-year average of 3.6 months for homes and 4.1 months for condos. Residential re-sales on the neighbor islands are continuing to improve.

Oahu retail and industrial vacancies declined in 2013 to 4.2 percent and 2.7 percent, respectively, at year-end, and rents increased. Office vacancies declined in 2013, and rents have remained relatively stable. Current Oahu market vacancies and rents are as follows:

Property Type	2013 Vacancy Rate	Average Asking Rent Per Square Foot Per Month (NNN) at December 31, 2013
Retail	4.2%	$3.35
Industrial	2.7%	$0.99
Office	12.2%	$1.55

For the year, the value of state-wide construction permits was up by 3 percent over 2012, led by a 22 percent increase in residential construction permits, (attributable primarily to permits for Oahu condominium development). Hawaii construction revenue is projected to increase to $8.5 billion in 2014 and to $10.5 billion in 2015. UHERO projects annual growth in construction jobs of 9.8 percent and 11.3 percent for 2014 and 2015, respectively. Honolulu’s mayor has proposed spending between $120 and $150 million a year on the repaving and maintenance of Oahu roadways over the next 5 years and

57

$120 million was approved in the 2014 fiscal year budget, a 20 percent increase over the amount included in the 2013 fiscal year budget.

On October 1, the Company completed its acquisition of Grace Pacific. Due to the impact of inclement weather and major holidays on available paving days, Grace will typically exhibit seasonal highs and lows in its operating results, with the first and fourth quarters of each calendar year having lower results as compared to the second and third quarters.

Agribusiness operating profit is dependent upon a variety of factors, including prices in effect at the time sugar is priced; total sugar production, which is affected by the availability of water and weather among other factors; the volume, price and timing of molasses sales; and the volume and prices at which the Company sells power to the local electric utilities, and variability in the sources of other income.

The quarterly results of the Agribusiness segment are subject to fluctuations from a number of factors, including the timing of sugar deliveries, which typically commence after the first quarter of each year. Additionally, each delivery is generally priced independently, which could result in significant variations in margins between deliveries. Accordingly, quarterly results are not indicative of the results that may be achieved for a full year.

Although a combination of improved production and sugar prices allowed the Company to achieve solid earnings in Agribusiness from 2010 to 2013, sugar prices have receded significantly. With myriad financial variables affecting Agribusiness profitability, future earnings are difficult to predict. However, at current prices and projected 2014 production levels, the Company is currently projecting an Agribusiness operating loss of between $6 million and $9 million. The Company has forward priced approximately 21 percent of the 2014 crop (first two shipments of sugar), and has until July 2014 to price the next shipment of sugar. Estimates could, therefore, change. The Company continues to seek ways to address the inherent volatility of Agribusiness earnings.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A&B is exposed to changes in interest rates, primarily as a result of its borrowing and investing activities used to maintain liquidity and to fund business operations. In order to manage its exposure to changes in interest rates, A&B utilizes a balanced mix of debt maturities, along with both fixed-rate and variable-rate debt. The nature and amount of A&B’s long-term and short-term debt can be expected to fluctuate as a result of future business requirements, market conditions, and other factors.

A&B’s fixed rate debt, excluding debt premium or discount, consists of $429.3 million in principal term notes. A&B’s variable rate debt consists of $112.1 million under its revolving credit facilities and $167.5 million under term loans. Other than in default, A&B does not have an obligation, nor the option in some cases, to prepay its fixed-rate debt prior to maturity and, as a result, interest rate fluctuations and the resulting changes in fair value would not have an impact on A&B’s financial condition or results of operations unless A&B was required to refinance such debt. For A&B’s variable rate debt, a one percent increase in interest rates would have a $2.8 million impact on A&B's results of operations for 2013, assuming the December 31, 2013 balance of the variable rate debt was outstanding throughout 2013.

The following table summarizes A&B’s debt obligations at December 31, 2013, presenting principal cash flows and related interest rates by the expected fiscal year of repayment.

	Expected Fiscal Year of Repayment as of December 31, 2013 (dollars in millions)
																						Fair Value at
																						December 31,
	2014			2015			2016			2017			2018			Thereafter			Total			2013
Liabilities
Fixed rate	$	23.3		$	40.2		$	86.2		$	37.3		$	30.2		$	212.1		$	429.3		$	452.3
Average interest rate	5.63		%	5.65		%	5.53		%	5.25		%	5.20		%	5.09		%	5.36		%
Variable rate	$	81.9		$	4.9		$	80.6		$	96.6		$	1.7		$	13.9		$	279.6		$	270.9
Average interest rate*	2.44		%	2.60		%	2.59		%	2.23		%	0.74		%	1.27		%	2.44		%

* Estimated interest rates on variable debt are determined based on the rate in effect on December 31, 2013. Actual interest rates may be greater or less than the amounts indicated when variable rate debt is rolled over.

58

From time to time, the Company may invest its excess cash in short-term money market funds that purchase government securities or corporate debt securities. At December 31, 2013, the Company had a negligible amount invested in money market funds. These money market funds maintain a weighted average maturity of less than 90 days, and accordingly, a one percent change in interest rates is not expected to have a material impact on the fair value of these investments or on interest income.

A&B has no material exposure to foreign currency risks, although it is indirectly affected by changes in currency rates to the extent that changes in rates affect tourism in Hawaii.

59

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

			Page
Report of Independent Registered Public Accounting Firm			61
Consolidated Statements of Income			62
Consolidated Statements of Comprehensive Income			63
Consolidated Balance Sheets			64
Consolidated Statements of Cash Flows			65
Consolidated Statements of Equity			66
Notes to Consolidated Financial Statements			67
	1.	Background and Basis of Presentation	67
	2.	Significant Accounting Policies	68
	3.	Acquisitions	75
	4.	Related Party Transactions	78
	5.	Discontinued Operations	79
	6.	Investments in Affiliates	79
	7.	Uncompleted Contracts	81
	8.	Property	82
	9.	Notes Payable and Long-Term Debt	83
	10.	Leases – The Company as Lessee	85
	11	Leases – The Company as Lessor	85
	12.	Employee Benefit Plans	86
	13.	Income Taxes	94
	14.	Share-Based Awards	95
	15.	Commitments and Contingencies	97
	16.	Derivative Instruments	99
	17.	Segment Results	100

60

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Alexander & Baldwin, Inc.

Honolulu, Hawaii

We have audited the accompanying consolidated balance sheets of Alexander & Baldwin, Inc. and subsidiaries (the "Company") as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2013. 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 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Alexander & Baldwin, Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2013, based on the criteria established in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992) and our report dated March 3, 2014 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ Deloitte & Touche LLP

Honolulu, Hawaii

March 3, 2014

61

ALEXANDER & BALDWIN, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per-share amounts)

	Year Ended December 31,
	2013			2012			2011
Operating Revenue:
Real estate leasing	$	78.8		$	64.2		$	63.3
Real estate sales	85.4			15.0			14.3
Construction and natural materials	54.9			—			—
Agribusiness	146.1			182.3			157.5
Total operating revenue	365.2			261.5			235.1
Operating Costs and Expenses:
Cost of real estate leasing	48.4			38.4			38.9
Cost of real estate sales	46.7			5.2			8.7
Cost of construction contracts and natural materials	47.6			—			—
Cost of agribusiness goods and services	136.8			161.0			135.0
Selling, general and administrative	41.2			37.7			32.7
Gain on sale of agricultural parcel	—			(7.3		)	—
Gain on charitable donation of appreciated land	—			(9.4		)	—
Impairment of real estate assets (Santa Barbara)	—			5.1			—
Separation/acquisition costs	4.6			6.8			—
Total operating costs and expenses	325.3			237.5			215.3
Operating Income	39.9			24.0			19.8
Other Income and (Expense):
Income (loss) related to joint ventures	4.3			(4.4		)	(1.8		)
Gain on insurance proceeds	2.4			—			—
Impairment and equity losses related to joint ventures	(6.6		)	(4.7		)	—
Interest income and other	2.7			0.1			0.3
Interest expense	(19.1		)	(14.9		)	(17.1		)
Income From Continuing Operations Before Income Taxes	23.6			0.1			1.2
Income tax expense (benefit)	8.5			(7.6		)	1.0
Income From Continuing Operations	15.1			7.7			0.2
Income from discontinued operations, net of income taxes (Note 5)	22.3			12.8			23.3
Net Income	37.4			20.5			23.5
Income attributable to noncontrolling interest	(0.5		)	—			—
Net Income Attributable to A&B	$	36.9		$	20.5		$	23.5
Basic Earnings per Share of Common Stock:
Continuing operations attributable to A&B shareholders	$	0.33		$	0.18		$	—
Discontinued operations attributable to A&B shareholders	0.50			0.30			0.55
Net income attributable to A&B shareholders	$	0.83		$	0.48		$	0.55
Diluted Earnings per Share of Common Stock:
Continuing operations attributable to A&B shareholders	$	0.32		$	0.18		$	—
Discontinued operations attributable to A&B shareholders	0.50			0.30			0.55
Net income attributable to A&B shareholders	$	0.82		$	0.48		$	0.55
Weighted Average Number of Shares Outstanding:
Basic	44.4			42.6			42.4
Diluted	45.1			42.9			42.4
Amounts Attributable to A&B Shareholders:
Income from continuing operations, net of tax	$	14.6		$	7.7		$	0.2
Discontinued operations, net of tax	22.3			12.8			23.3
Net income	$	36.9		$	20.5		$	23.5

See notes to consolidated financial statements.

62

ALEXANDER & BALDWIN, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

	Year Ended December 31,
	2013			2012			2011
Net Income	$	37.4		$	20.5		$	23.5
Other Comprehensive Income (loss), Net of Tax:
Defined benefit pension plans:
Net gain (loss) / prior service credit (cost)	22.4			(6.0		)	(19.4		)
Amortization of net loss included in net periodic pension cost	7.7			8.0			5.2
Amortization of prior service credit (cost) included in net periodic pension cost	(1.3		)	(1.3		)	0.6
Income taxes related to other comprehensive income	(11.7		)	(0.3		)	5.2
Other Comprehensive Income (loss)	17.1			0.4			(8.4		)
Comprehensive Income	54.5			20.9			15.1
Comprehensive income attributable to noncontrolling interest	(0.5		)	—			—
Comprehensive income attributable to A&B	$	54.0		$	20.9		$	15.1

See notes to consolidated financial statements.

63

ALEXANDER & BALDWIN, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except per-share amount)

	December 31,
	2013			2012
ASSETS
Current Assets
Cash and cash equivalents	$	3.3		$	1.1
Accounts receivable, less allowances of $1.3 for 2013 and $1.6 for 2012	36.5			8.2
Contracts retention	9.3			—
Costs and estimated earnings in excess of billings on uncompleted contracts	10.5			—
Inventories	68.1			23.5
Real estate held for sale	15.9			11.5
Deferred income taxes	7.8			7.8
Income tax receivable	3.0			4.4
Prepaid expenses and other assets	17.0			6.9
Total current assets	171.4			63.4
Investments in Affiliates	341.4			319.9
Real Estate Developments	249.1			144.0
Property – net	1,273.7			838.7
Intangible assets - net	74.1			8.3
Goodwill	99.6			—
Other Assets	75.9			63.0
Total Assets	$	2,285.2		$	1,437.3
LIABILITIES AND EQUITY
Current Liabilities
Notes payable and current portion of long-term debt	$	105.2		$	15.5
Accounts payable	32.6			26.2
Billings in excess of costs and estimated earnings on uncompleted contracts	4.4			—
Accrued interest	5.9			5.2
Deferred revenue	17.8			—
Indemnity holdback related to Grace acquisition	18.8			—
Accrued and other liabilities	33.5			22.7
Total current liabilities	218.2			69.6
Long-term Liabilities
Long-term debt	605.5			220.0
Deferred income taxes	188.7			152.9
Accrued pension and post-retirement benefits	37.3			58.9
Other non-current liabilities	60.7			21.5
Total long-term liabilities	892.2			453.3
Commitments and Contingencies (Note 15)
Equity
Common stock – no par value; authorized, 150 million shares; outstanding, 48.6 million and 42.9 million shares at December 31, 2013 and 2012, respectively	1,142.3			939.8
Accumulated other comprehensive loss	(30.1		)	(47.2		)
Retained earnings	53.7			21.8
Total A&B shareholders' equity	1,165.9			914.4
Noncontrolling interest	8.9			—
Total equity	1,174.8			914.4
Total liabilities and equity	$	2,285.2		$	1,437.3

See notes to consolidated financial statements.

64

ALEXANDER & BALDWIN, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Year Ended December 31,
	2013			2012			2011
Cash Flows from Operating Activities:
Net income	$	37.4		$	20.5		$	23.5
Adjustments to reconcile net income to net cash provided by (used in) operations:
Depreciation and amortization	41.7			35.1			34.8
Deferred income taxes	(1.6		)	(6.3		)	(0.9		)
Gains on asset transactions, net of impairment losses	(52.8		)	(14.8		)	(33.2		)
Share-based expense	4.2			5.4			4.8
Equity in (income) loss of affiliates, net of distributions	(2.9		)	8.4			8.4
Changes in operating assets and liabilities:
Trade, contracts retention, and other receivables	3.3			0.1			3.7
Costs and estimated earnings in excess of billings on uncompleted contracts - net	(1.9		)	—			—
Inventories	(2.7		)	12.8			(6.2		)
Prepaid expenses and other assets	(0.4		)	(10.0		)	(4.3		)
Accrued pension and post-retirement benefits	5.2			4.2			6.4
Accounts payable, contracts retention, and accrued liabilities	(6.5		)	(1.5		)	(2.6		)
Accrued and other liabilities	7.6			(14.2		)	(16.6		)
Real estate inventory sales (real estate developments held for sale)	81.7			8.4			6.4
Expenditures for real estate inventory (real estate developments held for sale)	(150.6		)	(37.2		)	(13.8		)
Net cash provided by (used in) operations	(38.3		)	10.9			10.4
Cash Flows from Investing Activities:
Capital expenditures for property, plant and equipment	(32.5		)	(45.4		)	(20.2		)
Capital expenditures related to 1031 commercial property transactions	(472.8		)	(9.4		)	(39.1		)
Proceeds from investment tax credits and grants related to renewable energy projects	2.4			7.5			—
Proceeds from disposal of property and other assets	1.2			2.2			8.4
Proceeds from disposals related to 1031 commercial property transactions	330.8			18.8			44.7
Payments for purchases of investments in affiliates and preferred investment	(43.4		)	(17.5		)	(28.0		)
Proceeds from investments in affiliates	5.1			2.9			7.9
Change in restricted cash associated with 1031 transactions	3.2			(9.2		)	0.2
Acquisition of business, net of cash	(5.7		)	—			—
Net cash used in investing activities	(211.7		)	(50.1		)	(26.1		)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt	585.0			134.0			147.0
Payments of long-term debt and deferred financing costs	(380.3		)	(257.2		)	(145.9		)
Proceeds from (payments on) line-of-credit agreement, net	51.6			(6.0		)	1.1
Distributions to Alexander & Baldwin Holdings, Inc.(a)	—			(26.7		)	(53.1		)
Contributions from Alexander & Baldwin Holdings, Inc.(a)	—			172.7			72.8
Distribution to non controlling interests	(1.1		)	—			—
Dividends paid	(2.0		)	—			—
Proceeds from issuance (repurchase) of capital stock and other, net	(1.0		)	11.8			—
Net cash provided by financing activities	252.2			28.6			21.9
Cash and Cash Equivalents:
Net increase (decrease) for the year	2.2			(10.6		)	6.2
Balance, beginning of year	1.1			11.7			5.5
Balance, end of year	$	3.3		$	1.1		$	11.7
Other Cash Flow Information:
Interest paid, net of amounts capitalized	$	(19.1	)	$	(14.9	)	$	(16.9	)
Income taxes paid	$	(12.0	)	$	(2.0	)	$	(26.0	)
Non-cash Activities:
Acquisition of Grace (issuance of equity and indemnity holdback)	$	219.8		$	—		$	—
Mortgage debt assumed at fair value in real estate acquisitions	$	142.2		$	—		$	—
Property (net) acquired in connection with the consolidation of The Shops at Kukui'ula	$	39.0		$	—		$	—
Capital expenditures included in accounts payable and accrued expenses	$	6.6		$	12.2		$	6.8
Contribution of land and development assets to Waihonua joint venture	$	—		$	24.2		$	—
Conversion of net investment of A&B Holdings into common stock	$	—		$	926.3		$	—

(a) Refer to Note 4, “Related Party Transactions.”

See notes to consolidated financial statements.

65

ALEXANDER & BALDWIN, INC.

CONSOLIDATED STATEMENTS OF EQUITY

For the three years ended December 31, 2013

(In millions, except per-share amounts)

							Accumulated
	Common						Other
	Stock			Net			Compre-							Non-
		Stated		Invest-			hensive				Retained			Controlling
	Shares	Value		ment				Loss			Earnings			interest			Total
Balance, January 1, 2011	—	$	—	$	727.8			$	(39.2	)	$	—		$	—		$	688.6
Net income				23.5													23.5
Other comprehensive income, net of tax								(8.4		)							(8.4		)
Contribution from Alexander & Baldwin Holdings, Inc.-net				22.1													22.1
Conversion of net investment of Alexander & Baldwin Holdings, Inc. into common stock																	—
Balance, December 31, 2011	—	—		773.4				(47.6		)	—			—			725.8
Net income		—		(1.6		)		—			22.1						20.5
Other comprehensive income, net of tax								0.4									0.4
Contribution from Alexander & Baldwin Holdings, Inc.-net				154.5													154.5
Conversion of net investment of Alexander & Baldwin Holdings, Inc. into common stock	42.4	926.3		(926.3		)											—
Share-based compensation		2.1															2.1
Shares issued, net	0.5	10.2									(0.3		)				9.9
Excess tax benefit from share-based awards		1.2															1.2
Balance, December 31, 2012	42.9	939.8		—				(47.2		)	21.8			—			914.4
Net income											36.9			0.5			37.4
Other comprehensive income, net of tax								17.1									17.1
Dividends paid on common stock											(2.0		)				(2.0		)
Distributions to noncontrolling interest														(0.7		)	(0.7		)
Share-based compensation		4.2															4.2
Grace acquisition	5.4	196.3												9.1			205.4
Shares issued or repurchased, net	0.3	0.4									(3.0		)				(2.6		)
Excess tax benefit from share-based awards		1.6															1.6
Balance, December 31, 2013	48.6	$	1,142.3	$	—			$	(30.1	)	$	53.7		$	8.9		$	1,174.8

See notes to consolidated financial statements.

66

Alexander & Baldwin, Inc.

Notes to Condensed Consolidated Financial Statements

1. BACKGROUND AND BASIS OF PRESENTATION  

Description of Business: Prior to June 29, 2012, A&B’s businesses included Matson Navigation Company Inc., a wholly owned subsidiary that provided ocean transportation, truck brokerage and intermodal services. As part of a strategic initiative designed to allow A&B to independently execute its strategies and to best enhance and maximize its growth prospects and shareholder value, A&B made a decision to separate the transportation businesses from the Hawaii real estate and agriculture businesses. In preparation for the separation, A&B modified its legal-entity structure and became a wholly owned subsidiary of a newly created entity, Alexander & Baldwin Holdings, Inc. (“Holdings”). On June 29, 2012, Holdings distributed to its shareholders all of the common stock of A&B stock in a tax-free distribution (the “Separation”). Holders of Holdings common stock continued to own the transportation businesses, but also received one share of A&B common stock for each share of Holdings common stock held at the close of business on June 18, 2012, the record date. Following the Separation, Holdings changed its name to Matson, Inc. On July 2, 2012, A&B began regular trading on the New York Stock Exchange under the ticker symbol “ALEX” as an independent, public company.

The financial statements and related financial information pertaining to the period preceding the Separation have been presented on a combined basis and reflect the financial position, results of operations and cash flows of the real estate and agriculture businesses and corporate functions of Alexander & Baldwin, Inc., all of which were under common ownership and common management prior to the Separation. The financial statements and related financial information pertaining to the period subsequent to the Separation have been presented on a consolidated basis. The financial statements for periods prior to the Separation included herein may not necessarily reflect what A&B’s results of operations, financial position and cash flows would have been had A&B been a stand-alone company during the periods presented.

A&B is headquartered in Honolulu and, with the acquisition of Grace Pacific ("Grace") on October 1, 2013, operates four segments in three industries—Real Estate, Natural Materials and Construction and Agribusiness.

Real Estate: The Real Estate Industry consists of two segments, both of which have operations in Hawaii and on the Mainland. The Real Estate Development and Sales segment generates its revenues through the investment in and development and sale of land and commercial and residential properties. The Real Estate Leasing segment owns, operates, and manages retail, office, and industrial properties in Hawaii and on the Mainland. The Real Estate Leasing segment also leases land in Hawaii. Real estate activities are conducted through A&B Properties, Inc. and various other wholly owned subsidiaries of A&B.

Agribusiness: Agribusiness, which contains one segment, produces bulk raw sugar, specialty food grade sugars, and molasses; markets and distributes specialty food-grade sugars; provides general trucking services, mobile equipment maintenance, and repair services in Hawaii; leases agricultural land to third parties; and generates and sells electricity, to the extent not used in the Company’s Agribusiness operations. A&B is the member in Hawaiian Sugar & Transportation Cooperative (“HS&TC”), a cooperative that provides raw sugar marketing and transportation services.

Natural Materials and Construction: On October 1, 2013, the Company consummated its acquisition of Grace, a Hawaii-based natural materials and infrastructure construction company. Natural Materials and Construction, which contains one segment and includes the results of Grace from the date of acquisition, mines, processes, and sells basalt aggregate; imports sand and aggregates for sale and use; imports and markets liquid asphalt; manufactures and markets asphaltic concrete; performs asphalt paving as prime contractor and subcontractor; manufactures and supplies precast/prestressed concrete products; and provides various construction- and traffic-control- related products and services.

Reclassifications: Certain amounts reflected in the consolidated balance sheets as of December 31, 2012 have been reclassified to conform to the presentation as of December 31, 2013. Intangible assets of $8.3 million, as of December 31, 2012, was reclassified from Other assets to Intangible assets to conform to the presentation used in 2013. Additionally, the Company reclassified certain prior year amounts in the Consolidated Statements of Cash Flows, as discussed below, to improve the transparency of its cash flows. Net cash provided by (used in) operations, net cash used in investing activities and net cash provided by financing activities did not change as a result of the reclassifications.

67

The Company's presentation of 1031 activities in the consolidated statements of cash flows was previously treated as a non-cash investing activity, but are now reflected as additional items within cash flows from investing activities.

Rounding: Amounts in the consolidated financial statement and Notes are rounded to the nearest tenth of a million, but per-share calculations were determined based on amounts before rounding. Accordingly, a recalculation of some per-share amounts and percentages, if based on the reported data, may be slightly different.

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The consolidated financial statements include the accounts of the Company and all wholly owned and controlled subsidiaries, after elimination of intercompany amounts. Investments in businesses, partnerships, and limited liability companies in which the Company does not have a controlling financial interest, but has the ability to exercise significant influence, are accounted for under the equity method. A controlling financial interest is one in which the Company has a majority voting interest or one in which the Company is the primary beneficiary of a variable interest entity. In determining whether the Company is the primary beneficiary of a variable interest entity in which it has an interest, the Company is required to make significant judgments with respect to various factors including, but not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance, the rights and ability of other investors to participate in decisions affecting the economic performance of the entity, and kick-out rights, among others. Activities that significantly affect the economic performance of the entities in which the Company has an interest include, but are not limited to, establishing and modifying detailed business, development, marketing and sales plans, approving and modifying the project budget, approving design changes and associated overruns, if any, and approving project financing, among others. The Company has not consolidated any variable interest entity in which the Company does not also have voting control because it has determined that it is not the primary beneficiary since decisions to direct the activities that most significantly impact the entity’s performance are shared by the joint venture partners.

The consolidated financial statements include the results of GP/RM, a supplier in the precast concrete industry, and GLP Asphalt, LLC, an importer and distributor of liquid asphalt, which are owned 51% and 70%, respectively. These entities are consolidated because the Company holds a controlling financial interest through its majority ownership of the voting interests of the entities. The remaining interest in these entities is reported as noncontrolling interest in the consolidated financial statements. Profits, losses, and cash distributions are allocated in accordance with the respective operating agreement.

Use of Estimates:The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported. Estimates and assumptions are used for, but not limited to: (i) asset impairments, including intangible assets and goodwill, (ii) legal and environmental contingencies, (iii) revenue recognition for long-term real estate developments and construction contracts, (iv) pension and postretirement estimates and (v) income taxes. Future results could be materially affected if actual results differ from these estimates and assumptions.

Cash and Cash Equivalents: Cash equivalents consist of highly liquid investments with a maturity of three months or less at the date of purchase. The Company carries these investments at cost, which approximates fair value. Outstanding checks in excess of funds on deposit totaled $2.2 million at December 31, 2012 and are reflected as current liabilities in the consolidated balance sheets. There were no outstanding checks in excess of funds on deposit as of December 31, 2013.

Fair Value of Financial Instruments: The fair values of cash and cash equivalents, receivables and short-term borrowings approximate their carrying values due to the short-term nature of the instruments. The carrying amount and fair value of the Company’s debt at December 31, 2013 was $710.7 million and $723.2 million, respectively, and $235.5 million and $249.0 million at December 31, 2012, respectively. The fair value of debt is calculated by discounting the future cash flows of the debt at rates based on instruments with similar risk, terms and maturities as compared to the Company’s existing debt arrangements (level 2).

Allowance for Doubtful Accounts: Allowances for doubtful accounts are established by management based on estimates of collectability. Estimates of collectability are principally based on an evaluation of the current financial condition the Company’s customers and their payment history, which are regularly monitored by the Company. The changes in the

68

allowance for doubtful accounts, included on the consolidated balance sheets as an offset to “Accounts receivable,” for the three years ended December 31, 2013 were as follows (in millions):

	Balance at Beginning of year	Provision forbad debt	Write-offs and Other	Balance at End of Year
2013	$1.6	$0.1	$(0.4)	$1.3
2012	$1.7	$0.2	$(0.3)	$1.6
2011	$1.4	$0.9	$(0.6)	$1.7

Operating Cycle: The Company uses the duration of the construction contracts that range from one year to three years as its operating cycle for purposes of classifying assets and liabilities related to contracts. Accounts receivable and contracts retention collectible after one year related to the Natural Materials and Construction segment are included in current assets in the consolidated balance sheets and amounted to $5.7 million as of December 31, 2013. Accounts and contracts payable related to the Natural Materials and Construction segment payable after one year are included in current liabilities in the consolidated balance sheets and amounted to $0.6 million as of December 31, 2013.

Inventories: Sugar inventories are stated at the lower of cost (first-in, first-out basis) or market value. Materials and supplies and Natural Materials and Construction segment inventory are stated at the lower of cost (principally average cost, first-in, first-out basis) or market value.

Inventories at December 31, 2013 and 2012 were as follows (in millions):

	2013		2012
Sugar inventories	$	16.8	$	3.9
Asphalt	17.9		—
Processed rock, portland cement, and sand	12.9		—
Work in progress	2.7		—
Retail merchandise	1.8		—
Parts, materials and supplies inventories	16.0		19.6
Total	$	68.1	$	23.5

Property: Property is stated at cost, net of accumulated depreciation and amortization. Expenditures for major renewals and betterments are capitalized. Replacements, maintenance, and repairs that do not improve or extend asset lives are charged to expense as incurred. Upon acquiring commercial real estate that is deemed a business, the Company records land, buildings, leases above and below market, and other intangible assets based on their fair values. Costs related to due diligence are expensed as incurred.

Depreciation: Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets or the units-of-production method for quarry production-related assets. Estimated useful lives of property are as follows:

Classification	Range of Life (in years)
Buildings	10 to 40
Water, power and sewer systems	5 to 50
Rock crushing and asphalt plants	25 to 35
Machinery and equipment	2 to 35
Other property improvements	3 to 35

Real Estate Developments: Expenditures for real estate developments are capitalized during construction and are classified as real estate developments on the consolidated balance sheets. When construction is substantially complete, the costs are reclassified as either Real Estate Held for Sale or Property, based upon the Company’s intent to either sell the completed asset or to hold it as an investment property, respectively. Cash flows related to real estate developments are classified as either operating or investing activities, based upon the Company’s intention to sell the property or to retain ownership of the property as an investment following completion of construction.

For development projects, capitalized costs are allocated using the direct method for expenditures that are specifically associated with the unit being sold and the relative-sales-value method for expenditures that benefit the entire project.

69

Capitalized development costs typically include costs related to land acquisition, grading, roads, water and sewage systems, landscaping, capitalized interest, and project amenities. Direct overhead costs incurred after the development project is substantially complete, such as utilities, maintenance, and real estate taxes, are charged to selling, general, and administrative expense as incurred. All indirect overhead costs are charged to selling, general, and administrative costs as incurred.

Capitalized Interest: Interest costs incurred in connection with significant expenditures for real estate developments, the construction of assets, or investments in real estate joint ventures are capitalized during the period in which activities necessary to get the asset ready for its intended use are in progress. Capitalization of interest is discontinued when the asset is substantially complete and ready for its intended use. Capitalization of interest on investments in real estate joint ventures is recorded until the underlying investee commences its principal operations, which is typically when the investee has other-than-ancillary revenue generation. Total interest cost incurred was $20.8 million, $16.8 million, and $17.6 million in 2013, 2012, and 2011, respectively. Capitalized interest in 2013 and 2012 was $1.8 million and $2.0 million, respectively, and was principally related to the Company's investment in Waihonua and the Company’s Maui Business Park II project. Capitalized interest in 2011 was not material.

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets: Long-lived assets, including finite-lived intangible assets, are reviewed for possible impairment when events or circumstances indicate that the carrying value may not be recoverable. In such an evaluation, the estimated future undiscounted cash flows generated by the asset are compared with the amount recorded for the asset to determine if its carrying value is not recoverable. If this review determines that the recorded value will not be recovered, the amount recorded for the asset is reduced to estimated fair value. These asset impairment analyses are highly subjective because they require management to make assumptions and apply considerable judgments to, among others, estimates of the timing and amount of future cash flows, expected useful lives of the assets, uncertainty about future events, including changes in economic conditions, changes in operating performance, changes in the use of the assets, and ongoing costs of maintenance and improvements of the assets, and thus, the accounting estimates may change from period to period. If management uses different assumptions or if different conditions occur in future periods, the Company’s financial condition or its future operating results could be materially impacted.

During the second quarter of 2012, as a result of a change in its development strategy as part of the Separation, A&B recorded a $5.1 million non-cash impairment related to its Santa Barbara (CA) landholdings. The impairment loss recorded to reduce the carrying amount to the estimated fair value reflects the change to the Company’s development strategy, following Separation, to focus on development projects in Hawaii, and therefore, its related decision not to proceed with the development of Santa Barbara landholdings in the near term. The impairment of the Santa Barbara landholdings are classified within Operating costs and expenses in the consolidated statements of income. No material impairment charges were recorded in 2013 or 2011.

Impairment of Investments: The Company’s investments in unconsolidated affiliates are reviewed for impairment whenever there is evidence that fair value may be below carrying cost. An investment is written down to fair value if fair value is below carrying cost and the impairment is other-than-temporary. In evaluating the fair value of an investment and whether any identified impairment is other-than-temporary, significant estimates and considerable judgments are involved. These estimates and judgments are based, in part, on the Company’s current and future evaluation of economic conditions in general, as well as a joint venture’s current and future plans. Additionally, these impairment calculations are highly subjective because they also require management to make assumptions and apply judgments to estimates regarding the timing and amount of future cash flows, probabilities related to various cash flow scenarios, and appropriate discount rates based on the perceived risks, among others. In evaluating whether an impairment is other-than-temporary, the Company considers all available information, including the length of time and extent of the impairment, the financial condition and near-term prospects of the affiliate, the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value, and projected industry and economic trends, among others. Changes in these and other assumptions could affect the projected operational results and fair value of the unconsolidated affiliates, and accordingly, may require valuation adjustments to the Company’s investments that may materially impact the Company’s financial condition or its future operating results. For example, if current market conditions deteriorate significantly or a joint venture’s plans change materially, impairment charges may be required in future periods, and those charges could be material.

In September 2013, the Company entered into an Amended and Restated Limited Liability Company Agreement of Kukui'ula Village ("Agreement") with DMB Kukui'ula Village LLC ("DMB"). Under the Agreement, the Company assumed financial and operational control of Kukui'ula Village LLC ("Village") and consolidated the assets and liabilities of Village at fair value, resulting in a $6.3 million write down of its investment in the joint venture. During the second quarter of 2012, as a result of a change in its development strategy as part of the Separation, A&B recorded an impairment loss and equity losses totaling $4.7 million related to its joint venture investment in Bakersfield (CA) for a commercial development. The recognition of the impairment loss reduced the carrying amount of the investment to its estimated fair value and reflected the change in the

70

Company’s development strategy to focus on development projects in Hawaii, and therefore, its related decision not to proceed with the development of California real estate assets in the near term. In 2011, A&B recorded a $6.4 million reduction in the carrying value of its investment in Waiawa, a residential joint venture on Oahu, due to the joint venture’s termination of its development plans. The impairment loss and equity losses of the Company’s investments are classified as Impairment and equity losses related to joint ventures in the consolidated statements of income.

Weakness in particular real estate markets, difficulty in obtaining or renewing project-level financing or development approvals, and changes in the Company’s development strategy, among other factors, may affect the value or feasibility of certain development projects owned by the Company or by its joint ventures and could lead to additional impairment charges in the future.

Intangible Assets: Intangibles are recorded on the consolidated balance sheets as other non-current assets and are related to the acquisition of commercial properties and the acquisition of Grace on October 1, 2013. Intangible assets include permitted rights to operate a quarry (remaining life of 19.0 years), values assigned to lease contracts in-place (remaining lives ranging from 1.0 - 48.0 years), property leases with favorable terms where the estimated market rents exceeds the Company's contractual lease rent payments (remaining lives of 1.0 - 25.0 years), and contract backlog (remaining life of 2.5 years).

Intangible assets for the years ended December 31 included the following (in millions):

	2013					2012
			Accumulated					Accumulated
	Cost		Amortization			Cost		Amortization
Amortized intangible assets:
In-place leases	$	59.6	$	(18.6	)	$	18.7	$	(11.8	)
Permitted quarry rights	18.0		(0.1		)	—		—
Other	22.3		(7.1		)	6.1		(4.7		)
Total assets	$	99.9	$	(25.8	)	$	24.8	$	(16.5	)

Aggregate intangible asset amortization was $9.3 million, $3.3 million, and $4.4 million for 2013, 2012, and 2011, respectively. Estimated amortization expenses related to intangibles over the next five years are as follows (in millions):

	Estimated Amortization
2014	$11.5
2015	$8.1
2016	$6.6
2017	$5.4
2018	$4.8

Goodwill: The Company recorded $90.3 million of goodwill in connection with the acquisition of Grace on October 1, 2013. Additionally, the Company recorded $9.3 million of goodwill in the Real Estate Leasing reporting unit in connection with the consolidation of The Shops at Kukui'ula. The Grace and The Shops at Kukui'ula goodwill is not expected to be deductible for tax purposes and the assignment of goodwill from the Grace acquisition to reporting units has not yet been completed. The Company reviews goodwill for potential impairment on an annual basis and whenever changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 were as follows (in millions):

	Goodwill
Balance, January 1, 2012	$	—
Additions	—
Balance, December 31, 2012	—
Goodwill acquired during the year	99.6
Balance, December 31, 2013	$	99.6

71

Revenue Recognition: The Company has a wide variety of revenue sources, including, property sales, commercial property rentals, natural material sales, construction contracting, and the sales of raw sugar and molasses. Before recognizing revenue, the Company assesses the underlying terms of the transaction to ensure that recognition meets the requirements of relevant accounting standards. In general, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of the service or product has occurred, the sales price is fixed or determinable, and collectability is reasonably assured.

Real Estate Sales Revenue Recognition: Real Estate Sales Revenue represents proceeds from the sale of a variety of real estate development inventory (which is classified as held for sale upon completion). Real estate development inventory held for sale may include industrial lots, residential lots, condominium units, single-family homes, and multi-family homes. Sales are recorded when the risks and rewards of ownership have passed to the buyers (generally on closing dates), adequate initial and continuing investments have been received, and collection of remaining balances, if any, is reasonably assured. For certain development projects that have continuing post-closing involvement and for which total revenue and capital costs are reasonably estimable, the Company uses the percentage-of-completion method for revenue recognition. Under this method, the amount of revenue recognized is based on development costs that have been incurred through the reporting period as a percentage of total expected development cost associated with the development project. This generally results in a stabilized gross margin percentage, but requires significant judgment and estimates.

Real Estate Leasing Revenue Recognition: Real estate leasing revenue is recognized on a straight-line basis over the terms of the related leases, including periods for which no rent is due (typically referred to as “rent holidays”). Differences between revenues recognized and amounts due under respective lease agreements are recorded as increases or decreases, as applicable, to deferred rent receivable. Also included in rental revenue are certain tenant reimbursements and percentage rents determined in accordance with the terms of the leases. Income arising from tenant rents that are contingent upon the sales of the tenant exceeding a defined threshold are recognized only after the contingency has been resolved (e.g., sales thresholds have been achieved).

Construction Contracts and Related Products Revenue Recognition: Grace generates revenue primarily from natural material sales and paving contracts. The recognition of revenue is based on the underlying terms of the transaction.

Natural Materials - Revenues from natural material sales, which include basalt aggregate, liquid asphalt, and imported sand and aggregates, are recognized when title to the product and risk of loss passes to third parties (generally this occurs when the product is picked up by customers or their agents) and when collection is reasonably assured.

Construction - A majority of paving contracts are performed for Hawaii state, federal, and county governments. Earnings on paving contracts are generally recognized using the percentage-of-completion method with progress toward completion measured on the basis of units (tons, cubic yards, square yards or square feet) of work completed as of a specific date to an estimate of the total units of work to be delivered under each contract. Grace uses this method as its management considers units of work completed to be the best available measure of progress on contracts. Contracts in progress are reviewed regularly, and sales and earnings may be adjusted based on revisions to assumption and estimates, including, but not limited to, revisions to job performance, job conditions, changes to the scope of work, estimated contract costs, progress toward completion, changes in internal and external factors or conditions and final contract settlement. Contract costs include all direct material, labor, equipment utilization, hired truckers, traffic control, bonds and subcontract costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, field office rentals, utilities, certain repair costs and other expenses attributable to the contracts. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses become evident.

Sugar and Molasses Revenue Recognition: Revenue from sugar sales is recorded when title to the product and risk of loss passes to third parties (generally this occurs when the product is shipped or delivered to customers) and when collection is reasonably assured.

Agricultural Costs: Costs of growing and harvesting sugar cane are charged to the cost of inventory in the year incurred and to cost of sales as sugar is sold.

Discontinued Operations: The sales of certain income-producing assets are classified as discontinued operations if the operations and cash flows of the assets clearly can be distinguished from the remaining assets of the Company, if cash flows for the assets have been, or will be, eliminated from the ongoing operations of the Company, if the Company will not have a significant continuing involvement in the operations of the assets sold, and if the amount is considered material. Certain assets that are “held-for-sale,” based on the likelihood and intention of selling the property within 12 months, are also treated as

72

discontinued operations. Upon reclassification, depreciation ceases on assets reclassified as “held-for-sale.” Sales of land not under lease and residential houses and lots are generally considered inventory and are not included in discontinued operations.

Employee Benefit Plans: The Company provides a wide range of benefits to existing employees and retired employees, including single-employer defined benefit plans, postretirement, defined contribution plans, post-employment and health care benefits. The Company records amounts relating to these plans based on various actuarial assumptions, including discount rates, assumed rates of return, compensation increases, turnover rates and health care cost trend rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current economic conditions and trends. The Company believes that the assumptions utilized in recording obligations under the Company’s plans, which are presented in Note 12, “Employee Benefit Plans,” are reasonable based on its experience and on advice from its independent actuaries; however, differences in actual experience or changes in the assumptions may materially affect the Company’s financial position or results of operations.

Share-Based Compensation: The Company records compensation expense for all share-based payment awards made to employees and directors. The Company’s various equity plans are more fully described in Note 14.

Earnings Per Share (“EPS”): The following table provides a reconciliation of income from continuing operations to income from continuing operations attributable to A&B (in millions):

	2013			2012		2011
Income from continuing operations	$	15.1		$	7.7	$	0.2
Noncontrolling interest	(0.5		)	—		—
Income from continuing operations attributable to A&B	$	14.6		$	7.7	$	0.2

The computation of basic and diluted earnings per common share for all periods prior to Separation is calculated using the number of shares of A&B common stock outstanding on July 2, 2012, the first day of trading following the June 29, 2012 distribution of A&B common stock to Holdings shareholders, as if those shares were outstanding for those periods. For all periods prior to Separation, there were no dilutive shares because no actual A&B shares or share-based awards were outstanding prior to the Separation.

The number of shares used to compute basic and diluted earnings per share is as follows (in millions):

	2013	2012	2011
Denominator for basic EPS - weighted average shares outstanding	44.4	42.6	42.4
Effect of dilutive securities:
Outstanding stock options and restricted stock units	0.7	0.3	—
Denominator for diluted EPS - weighted average shares outstanding	45.1	42.9	42.4

Basic earnings per share is computed based on the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed based on the weighted-average number of common shares outstanding adjusted by the number of additional shares, if any, that would have been outstanding had the potentially dilutive common shares been issued. Potentially dilutive shares of common stock include non-qualified stock options and restricted stock units.

During the years ended December 31, 2013 and 2012, there were no anti-dilutive securities outstanding. During the year ended December 31, 2011, there were no non-qualified stock options outstanding.

On January 27, 2014, the Company granted to employees, 53,118 shares of time-based restricted stock units, and 53,118 shares of performance share units. The time-based restricted stock units vests ratably over three years and the performance share units cliff vests over two years, provided that the minimum level of the two-year performance objective is achieved.

Income Taxes: The Company was included in the consolidated tax return of Matson, Inc. (formerly Alexander & Baldwin Holdings, Inc.) for results occurring prior to June 30, 2012. Subsequent to June 30, 2012, the Company reported as a separate taxpayer. The current and deferred income tax expense recorded prior to June 30, 2012 in the consolidated financial statements has been determined by applying the provisions of ASC 740 as if the Company were a separate taxpayer.

73

The Company makes certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are applied in the calculation of tax credits, tax benefits and deductions, and in the calculation of certain deferred tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and deferred tax liabilities are adjusted to the extent necessary to reflect tax rates expected to be in effect when the temporary differences reverse. Adjustments may be required to deferred tax assets and deferred tax liabilities due to changes in tax laws and audit adjustments by tax authorities. To the extent adjustments are required in any given period, the adjustments would be included within the tax provision in the consolidated statements of income or balance sheets. The Company records a liability for uncertain tax positions not deemed to meet the more-likely-than-not threshold. The Company did not have material uncertain tax positions as of December 31, 2013 and 2012.

The Company has not recorded a valuation allowance for its deferred tax assets. A valuation allowance would be established if, based on the weight of available evidence, management believes that it is more likely than not that some portion or all of a recorded deferred tax asset would not be realized in future periods.

Comprehensive Income: Comprehensive income includes all changes in equity, except those resulting from transactions with shareholders. Accumulated other comprehensive loss principally includes amortization of deferred pension and postretirement costs. The components of accumulated other comprehensive loss, net of taxes, were as follows for the years ended December 31 (in millions):

	2013			2012			2011
Unrealized components of benefit plans:
Pension plans	$	(29.3	)	$	(48.6	)	$	(48.7	)
Post-retirement plans	(1.1		)	1.4			1.4
Non-qualified benefit plans	0.3			—			(0.3		)
Accumulated other comprehensive loss	$	(30.1	)	$	(47.2	)	$	(47.6	)

Environmental Costs: Environmental exposures are recorded as a liability and charged to operations when an environmental liability has been incurred and can be reasonably estimated. If the aggregate amount of the liability and the amount and timing of cash payments for the liability are fixed or reliably determinable, the environmental liability is discounted. An environmental liability has been incurred when both of the following conditions have been met: (i) litigation has commenced or a claim or an assessment has been asserted, or, based on available information, commencement of litigation or assertion of a claim or an assessment is probable, and (ii) based on available information, it is probable that the outcome of such litigation, claim, or assessment will be unfavorable. If a range of probable loss is determined, the Company will record the obligation at the low end of the range unless another amount in the range better reflects the expected loss. Certain costs, however, are capitalized in Property when the obligation is recorded, if the cost (1) extends the life, increases the capacity or improves the safety and efficiency of property owned by the Company, (2) mitigates or prevents environmental contamination that has yet to occur and that otherwise may result from future operations or activities, or (3) is incurred or discovered in preparing for sale property that is classified as “held-for-sale.” The amounts of capitalized environmental costs were not material at December 31, 2013 or 2012.

Self-Insured Liabilities: The Company is self-insured for certain losses that include, but are not limited to, employee health, workers’ compensation, general liability, real and personal property, and real estate construction warranty and defect claims. When feasible, the Company obtains third-party insurance coverage to limit its exposure to these claims. When estimating its self-insured liabilities, the Company considers a number of factors, including historical claims experience, demographic factors, and valuations provided by independent third-parties.

Impact of Recently Issued Accounting Standards: In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). This update requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, ASU 2013-02 requires presentation, either on the face of the income statement or in the notes, of significant amounts reclassified out of accumulated other comprehensive income by respective line items of net income, but only if the amounts reclassified are required to be reclassified in their entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about these amounts. The amendments in ASU 2013-02 are to be applied prospectively and are effective for fiscal years and interim periods within those years, beginning after December 15, 2012. The Company adopted the standard effective January 1, 2013. The adoption of ASU 2013-02 changed the presentation of the Company’s financial statements and related footnotes, but did not affect the calculation of net income, comprehensive income or earnings per share.

74

3. ACQUISITIONS                                                    

Grace Acquisition

On October 1, 2013, the Company consummated its acquisition of 100% of the shares of Grace, a Hawaii-based natural materials and infrastructure construction company. Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), by and among A&B, A&B II, LLC ("Merger Sub"), a Hawaii limited liability company and a wholly owned subsidiary of A&B, Grace Pacific Corporation, a Hawaii corporation (now Grace Pacific LLC, a Hawaii limited liability company and a wholly owned subsidiary of Grace Holdings), Grace Holdings and David C. Hulihee, in his capacity as the shareholders' representative, dated June 6, 2013, Grace Holdings merged with and into Merger Sub with Merger Sub remaining as the surviving company and a wholly owned subsidiary of A&B (the "Merger"). The assets and liabilities of Grace are included in the Consolidated Balance Sheets as of December 31, 2013, and the results of Grace’s operations subsequent to the acquisition date are included in the Consolidated Statements of Income.

The Company views the acquisition of Grace as an attractive long-term investment, with favorable return metrics and diversification benefits that will augment A&B's ability to further pursue its core real estate strategies over time. Grace will extend and enhance A&B's community building capabilities to encompass infrastructure work, for which a steady and growing need exists in Hawaii. Grace will also allow A&B to further benefit from Hawaii's improving economy and real estate markets and also materially strengthens and diversifies A&B's financial profile and flexibility.

The total merger consideration paid to Grace equity holders was approximately $231.6 million, consisting of 5.4 million shares of A&B common stock, valued at $196.3 million, based on the fair value of the Company’s stock price on October 1, 2013, and approximately $35.25 million in cash. Additionally, approximately $67.6 million of net debt was assumed by A&B in the Merger. Pursuant to the Merger Agreement, the aggregate number of shares of A&B common stock issued in the Merger was determined by dividing $199.75 million, which was 85% of the total merger consideration prior to any post-closing adjustments, by $36.7859, which was the volume weighted average of the trading prices of A&B common stock on the New York Stock Exchange for the 20 consecutive trading days ending on the third trading day prior to the closing of the Merger. Of the $35.25 million cash portion of the acquisition price, as of December 31, 2013, approximately $23.5 million (the "Holdback Amount") remains withheld pro rata from Grace shareholders and retained by A&B to secure any final adjustments to the merger consideration and certain indemnification obligations of Grace shareholders pursuant to the Merger Agreement. These funds will be released by A&B in accordance with the terms set forth in the Merger Agreement. In addition, an amount of cash equal to $1 million of the merger consideration otherwise deliverable to Grace shareholders has been delivered to the shareholders' representative to cover the costs and expenses incurred by him in performing his duties as provided in the Merger Agreement. Any amounts not used, or retained for future use, by the shareholders' representative will be paid to Grace shareholders upon the release of any and all remaining portions of the Holdback Amount.

75

The preliminary allocation of purchase price to assets acquired and liabilities assumed is as follows (in millions):

Cash consideration	$	35.3
Common stock issued as consideration	196.3
Noncontrolling interest	9.1
Fair value of consideration transferred	240.7
Fair value of assets acquired and liabilities assumed
Assets acquired:
Cash and cash equivalents	5.7
Accounts receivable	37.1
Contracts retention	9.6
Costs and estimated earnings in excess of billings on uncompleted contracts	11.7
Inventories	42.0
Property, plant and equipment	148.6
Mineral rights	18.0
Intangible assets	5.8
All other, net	10.4
Total assets acquired	288.9
Liabilities assumed:
Accounts payable and accrued liabilities	26.3
Billings in excess of cost and estimated earnings on uncompleted contracts	7.5
Deferred tax liability, long-term	27.1
Long-term debt, including current portion	72.7
All other, net	4.9
Total liabilities assumed	138.5
Excess of purchase price over net assets acquired	$	90.3

As of December 31, 2013, the purchase price allocation related to the acquisition is preliminary and the final purchase price allocation will be determined pending the receipt of information necessary to complete the valuation of assets and liabilities, which may result in a change from the initial estimate. Goodwill is calculated as the excess of the purchase price over the fair value of the net assets recognized. The goodwill recorded as part of the acquisition primarily reflects the value of the know-how, operating processes and employee base of Grace, and other intangible assets that do not qualify for separate recognition.

Through December 31, 2013, the Company incurred $4.6 million of acquisition costs and other related fees, which were recorded in selling, general and administrative costs.

Since October 1, 2013 through December 31, 2013, Grace has contributed operating revenues of $54.9 million and net earnings of $1.7 million (including earnings attributed to noncontrolling interest of 0.5 million), which included deductions of $0.1 million and $1.7 million for operating revenue and net earnings, respectively, related to purchase price allocation adjustments. The unaudited pro forma combined historical results (using audited Grace results for its fiscal years ended September 30, 2013 and 2012), as if Grace had been acquired at the beginning of 2012 are as follows (in millions):

	Year Ended December 31,
	2013		2012
Operating revenue	$	539.1	$	454.1
Income from continuing operations, after tax	$	31.7	$	14.8

The 2013 pro forma results excludes $6.9 million of pre-tax transaction-related costs incurred by A&B and Grace and includes amortization of the definite lived intangible assets and depreciation based on estimated fair value and useful lives. The pro forma results are for informational purposes only are not necessarily indicative of what actually would have occurred if the acquisition had been completed as of the beginning of 2012, nor are the pro forma results necessarily indicative of future consolidated results.

76

Kailua Portfolio Acquisition

On December 20, 2013, the Company consummated its previously announced purchase of a portfolio of commercial and other properties in Hawaii for $360.7 million, plus assumed debt of $12.0 million, from Castle Family LLC, Castle 1974 LLC, Castle Residuary LLC, Castle Kaopa LLC, and Harold K. L. Castle Foundation (collectively “KR”). The portfolio encompasses 43 grocery- and drug store-anchored shopping centers, light industrial properties and 51 acres ground leased to third-parties and improved with 760,000 square feet of retail and other commercial space, primarily located in the Windward Oahu town of Kailua. The portfolio also includes approximately 585 acres of mostly preservation-zoned land on Oahu. The purchase of the portfolio was funded with approximately $270 million of 1031 and 1033 proceeds from the sales of commercial properties and other non-income generating assets, a $60 million bridge loan, the assumption of $12.0 million in mortgage debt principal, and borrowings under the Company's line of credit for the balance. The portion of the purchase price not initially funded with 1031 and 1033 proceeds is ultimately expected to be funded with tax-deferred proceeds; however, to the extent 1031 and 1033 proceeds are insufficient to pay for the entire purchase price, the difference will be paid in cash. The acquisition of the portfolio is expected to improve the long-term growth prospects of the Company’s commercial portfolio.

The preliminary allocation of purchase price to assets acquired and liabilities assumed is as follows (in millions):

Fair value of assets acquired and liabilities assumed
Assets acquired:
Property, plant and equipment	$	367.7
Intangible assets	30.4
Total assets acquired	398.1
Liabilities assumed:
Intangible liabilities	26.0
Liabilities assumed	11.4
Total liabilities assumed	37.4
Net assets acquired	$	360.7

As of December 31, 2013, the purchase price allocation related to the acquisition is preliminary and the final purchase price allocation will be determined pending the receipt of information necessary to complete the valuation of assets and liabilities, which may result in a change from the initial estimate.

Through December 31, 2013, the Company incurred $1.1 million of acquisition costs and other related fees, which were recorded in selling, general and administrative costs.

Since December 20, 2013 through December 31, 2013, the portfolio has contributed net revenues of $0.8 million and net earnings of $0.4 million. The unaudited pro forma combined historical results, as if the portfolio had been acquired at the beginning of 2012 are as follows (in millions):

	Year Ended December 31,
	2013		2012
Operating revenue	$	391.0	$	285.5
Income from continuing operations, after tax	$	23.3	$	14.2

The pro forma results include transaction costs, amortization of in-place and above/below leases and depreciation increase based on estimated fair value and useful lives. The pro forma results are not necessarily indicative of what actually would have occurred if the acquisition had been completed as of the beginning of 2012, nor are they necessarily indicative of future consolidated results.

77

Other Acquisitions

In 2013, A&B completed various acquisitions that included Waianae Mall (January 2013), Napili Plaza (May 2013), Pearl Highlands Center (September 2013), and The Shops at Kukui’ula (September 2013). The acquisitions were funded with $111.1 million of 1031 proceeds, the assumption of $130.9 million of debt, and $0.8 million of cash.

The preliminary allocation of purchase price to assets acquired and liabilities assumed is as follows (in millions):

Fair value of assets acquired and liabilities assumed
Assets acquired:
Property, plant and equipment	$	224.2
Intangible assets	20.9
Goodwill	9.3
Total assets acquired	254.4
Liabilities assumed:
Intangible liabilities	8.3
Liabilities assumed	134.2
Total liabilities assumed	142.5
Net assets acquired	$	111.9

The above allocation is preliminary and is based on estimated fair value estimates that may change once all information necessary to make a final fair value assessment is received. Goodwill recorded is not deductible for tax purposes.

Through December 31, 2013, the Company incurred $2.1 million of acquisition costs and other related fees, which were recorded in selling, general and administrative costs.

Since the acquisition dates through December 31, 2013, the acquired assets have contributed net revenues of $12.4 million and net earnings after tax of $2.1 million. The unaudited pro forma combined historical results have been omitted because after making every reasonable effort, the properties' complete historical information is impracticable to obtain.

4. RELATED PARTY TRANSACTIONS

Prior to Separation, Holdings (and its subsidiaries) was considered an affiliate of A&B and engaged in certain related party relationships with the Company, as more fully discussed below. Following the Separation, Holdings was no longer considered an affiliate of A&B.

Services and lease agreements. Historically, Holdings provided vessel management services to the Company for its bulk sugar vessel, the MV Moku Pahu, the cost of which was included in the cost of Agribusiness products and services. Additionally, the Company recognized lease income in Real Estate Leasing revenue for an industrial warehouse space in Savannah, Georgia, that was leased to Holdings. The Company also recognized Agribusiness operating revenue for equipment and repair services provided to Holdings, and was reimbursed at cost for various other services provided to Holdings.

	2013		2012			2011
Vessel management services expenses	$	—	$	(2.0	)	$	(4.0	)
Lease income from affiliate	—		2.1			4.4
Equipment and repair services income and other	—		1.4			2.7
Related party revenue, net	$	—	$	1.5		$	3.1

Contributions. Holdings, a prior affiliate, made contributions to the Company, net of distributions from the Company, totaling $154.5 million and $22.1 million for the years ended December 31, 2012 and 2011, respectively. Distributions to

78

Holdings represent dividends paid by the Company to shareholders of Holdings and contributions from Holdings consist of dividends and capital contributions received from a subsidiary of Holdings.

Construction Contracts and Material Sales. Grace entered into contracts, as a subcontractor and supplier, with various entities owned by certain stockholders and a director. Revenues earned by the Company from these entities was $7.9 million for the period October 1, 2013 through December 31, 2013. Receivables from these entities were $3.3 million as of December 31, 2013.

5. DISCONTINUED OPERATIONS

The Company regularly evaluates and may sell selected properties from its portfolio when it believes the value of an asset has been maximized and the full fair market value for the asset can be realized.

During 2013, the sales of four Industrial properties, three retail properties and two office buildings were classified as discontinued operations. Additionally, Maui Mall, a retail property on Maui, was sold in January 2014, but was classified as held for sale, as of December 31, 2013, in the consolidated balance sheets. The revenues, expenses and operating profit from Maui Mall were classified as discontinued operations for all periods presented.

During 2012, the sales of the Firestone Boulevard Building and Northpoint Industrial, two industrial properties in California, and two leased fee properties in Maui were classified as discontinued operations. Northpoint Industrial was sold in January 2013, but was classified as held for sale, as of December 31, 2012, in the consolidated balance sheets. The revenues, expenses and operating profit from Northpoint were classified as discontinued operations for all periods presented.

During 2011, the sales of Arbor Park Shopping Center, a retail property in Texas, Wakea Business Center II, a commercial facility on Maui, and a leased Maui property, were classified as discontinued operations.

The results of operations from these properties in prior periods were reclassified from continuing operations to discontinued operations to conform to the current period’s accounting presentation. Consistent with the Company’s intention to reinvest the sales proceeds into new investment property, the proceeds from the sales of property treated as discontinued operations were deposited in escrow accounts for tax-deferred reinvestment in accordance with Section 1031 of the Internal Revenue Code.

The revenue, operating profit, income tax expense and after-tax effects of these transactions for 2013, 2012, and 2011 were as follows (in millions):

	2013		2012		2011
Proceeds from the sale of income-producing properties	$	337.6	$	8.9	$	45.5
Real estate leasing revenue	31.6		36.4		36.4
Gain on sale of income-producing properties, net	$	22.1	$	4.0	$	22.5
Real estate leasing operating profit	14.6		17.1		16.3
Total operating profit before taxes	36.7		21.1		38.8
Income tax expense	14.4		8.3		15.5
Income from discontinued operations	$	22.3	$	12.8	$	23.3
Basic Earnings Per Share	$	0.50	$	0.30	$	0.55
Diluted Earnings Per Share	$	0.50	$	0.30	$	0.55

6. INVESTMENTS IN AFFILIATES

At December 31, 2013 and 2012, investments consisted principally of equity in limited liability companies. The Company has the ability to exercise significant influence over the operating and financial policies of these investments and, accordingly, accounts for its investments using the equity method of accounting. The amount of the Company’s investment at December 31, 2013 that represents undistributed earnings of investments in affiliates was approximately $0.8 million. Dividends and distributions from unconsolidated affiliates totaled $6.6 million in 2013, $2.9 million in 2012 and $0.8 million

79

for 2011. The Company’s investments in affiliates totaled $341.4 million and $319.9 million as of December 31, 2013 and 2012, respectively.

Operating results include the Company’s proportionate share of net income from its equity method investments. A summary of financial information for the Company’s equity method investments at December 31 is as follows (in millions):

	2013		2012
Current assets	$	43.5	$	23.7
Noncurrent assets	673.2		600.9
Total assets	$	716.7	$	624.6
Current liabilities	$	44.2	$	9.3
Noncurrent liabilities	107.9		120.2
Total liabilities	$	152.1	$	129.5

	Year Ended December 31,
	2013		2012			2011
Operating revenue	$	37.8	$	29.8		$	20.1
Operating costs and expenses	31.1		32.5			32.5
Operating (loss) income	$	6.7	$	(2.7	)	$	(12.4	)
Income (loss) from continuing operations	$	6.8	$	(11.5	)	$	(15.1	)
Net income (loss)	$	6.8	$	(11.5	)	$	(15.1	)

In April 2002, the Company entered into a joint venture with DMB Communities II, an affiliate of DMB Associates, Inc., an Arizona-based developer of master-planned communities (“DMB”), for the development of Kukui’ula, a master planned resort residential community located in Poipu, Kauai, planned for approximately 1,000 - 1,500 high-end residential units. The capital contributed by A&B to the joint venture, including the value of land initially contributed, net of joint venture earnings and losses, was $259.2 million as of December 31, 2013. Due to the joint venture’s obligation to complete improvements and amenities, the joint venture uses the percentage-of-completion method for revenue recognition. The Company does not have a controlling financial interest in the joint venture, but exercises significant influence over the operating and financial policies of the venture, and therefore, accounts for its investment using the equity method. Due to the complex nature of cash distributions to the members, net income of the joint venture is allocated to the members, including the Company, using the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, joint venture income or loss is allocated to the members based on the period change in each member’s claim on the net assets of the venture, excluding capital contributions and distributions made during the period.

The Company also had investments in various other joint ventures that operate or develop real estate. The Company does not have a controlling financial interest, but has the ability to exercise significant influence over the operating and financial policies of these joint ventures and, accordingly, accounts for its investments in these real estate ventures using the equity method of accounting.

On September 24, 2013, KDC LLC ("KDC"), a wholly owned subsidiary of the Company and member of Kukui'ula Village LLC ("Village"), entered into an Amended and Restated Limited Liability Company Agreement of Kukui'ula Village ("Agreement") with DMB Kukui'ula Village LLC ("DMB"), a Delaware limited liability company, as a member, and KKV Management LLC, a Hawaii limited liability company, as the manager and a member. Village owns and operates The Shops at Kukui'ula, a commercial retail center on the South shore of Kauai. At December 31, 2013, the assets and liabilities of Village were $43.3 million and $45.6 million, respectively.

Under the Agreement KDC assumed control of Village, and accordingly, consolidated Village's assets and liabilities at fair value, which included secured loans, which totaled approximately $44.0 million at December 31, 2013. Prior to the consolidation of the assets and liabilities of Village on September 24, 2013, the carrying value of the Company's investment in Village was approximately $6.3 million. Based on the other member's forfeiture of their interest in the joint venture for no consideration, there was an indication that the fair value of the Company's investment in Village was below its carrying value. Consequently, the Company wrote down its investment in Village in connection with the consolidation of Village in 2013.

During the second quarter of 2012, as a result of a change in its development strategy in connection with the Separation, A&B recorded non-cash impairments and equity losses totaling $9.8 million related to two of its three real estate development projects on the Mainland, of which $5.1 million relates to the Company’s Santa Barbara (CA) landholdings and

80

$4.7 million relates to the Company’s joint venture investment in Bakersfield (CA) for a commercial development. The impairment write-downs to estimated fair values reflect the Company’s change to its development strategy to focus on development projects in Hawaii, and therefore, its related decision not to proceed with the development of these California real estate assets in the near term. In 2011, the Company recorded a $6.4 million reduction in the carrying value of its investment in Waiawa, a residential joint venture on Oahu, due to the joint venture’s termination of its development plans.

The fair values of the development projects that were written down were calculated based on valuation approaches that included the market approach, which utilized market comparables, as well as an expected cash flow approach in which cash flows under various scenarios are probability weighted and discounted to the present using an appropriate rate that corresponds to the timing of the cash flow.

The Company’s assets measured at fair value on a nonrecurring basis were as follows (in millions):

	Total Fair Value Measurement as of Year End		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Un-observable Inputs (Level 3)		Total Loss for the Year
Year Ended December 31, 2013
The Shops at Kukui'ula Investment	$	—	$	—	$	—	$	6.3	$	6.3
Year Ended December 31, 2012:
Santa Barbara landholdings	$	5.9	$	—	$	—	$	5.9	$	5.1
Bakersfield (CA) joint venture*	7.0		—		—		7.0		4.7
Total	$	12.9	$	—	$	—	$	12.9	$	9.8
Year Ended December 31, 2011:
Waiawa joint venture	$	1.6	$	—	$	—	$	1.6	$	6.4

* The Total Loss for the Year includes equity in losses of $3.9 million related to the write down of landholdings owned by the joint venture.

7. UNCOMPLETED CONTRACTS

Information related to uncompleted contracts as of December 31, 2013 is as follows:

	2013
Costs incurred on uncompleted contracts	$	135.8
Estimated earnings	26.6
Subtotal	162.4
Less: billings to date	156.3
Total	$	6.1
Included in accompanying balance sheet under the following captions:
Costs and estimated earnings in excess of billings on uncompleted contracts	$	10.5
Estimated billings in excess of costs and estimated earnings on uncompleted contracts	(4.4		)
Total	$	6.1

81

8. PROPERTY

Property on the consolidated balance sheets includes the following (in millions):

	December 31,
	2013			2012
Buildings	$	560.0		$	553.5
Land	572.7			254.8
Machinery and equipment	230.9			200.2
Asphalt plants	48.0			—
Water, power and sewer systems	138.8			134.9
Other property improvements	90.2			83.0
Vessel	7.2			7.1
Subtotal	1,647.8			1,233.5
Accumulated depreciation	(374.1		)	(394.8		)
Property - net	$	1,273.7		$	838.7

82

9. NOTES PAYABLE AND LONG-TERM DEBT

At December 31, 2013 and 2012, notes payable and long-term debt consisted of the following (in millions):

	2013			2012
Revolving Credit loans, (2.53% for 2013 and 2.07% for 2012)	$	112.1		$	5.0
Term Loans:
6.90%, payable through 2020	85.0			90.0
5.55%, payable through 2026	50.0			50.0
5.53%, payable through 2024	37.5			37.5
5.56%, payable through 2026	25.0			25.0
3.90%, payable through 2024	75.0			—
4.35%, payable through 2026	25.0			—
6.20%, payable through 2013, secured by Deere Valley Center	—			10.1
6.38%, payable through 2017, secured by Midstate 99 Distribution Ctr.	8.3			8.3
5.50%, payable through 2014, secured by Little Cottonwood Center	6.1			6.3
5.88%, payable through 2014, secured by Midstate 99 Distribution Ctr.	3.2			3.3
5.39%, payable through 2015, secured by Waianae Mall	19.9			—
5.89%, payable through 2016, secured by Pearl Highlands Center	61.8			—
2.08%, payable through 2021, secured by Kailua Town Center III (a)	11.3			—
2.84%, payable through 2016, secured by Kukui'ula Village (b)	44.0			—
2.80%, payable through 2016, secured by Kahala Estate Properties (c)	42.0			—
3.05%, payable through 2014, secured by Maui Mall (d)	60.0			—
3.31%, payable through 2018	8.0			—
2.00%, payable through 2018	2.9			—
2.65%, payable through 2016	1.8			—
5.00%, payable through 2014	0.3			—
5.19%, payable through 2019	11.9			—
1.17%, payable through 2021, secured by asphalt plant (e)	8.9			—
1.85%, payable through 2017	10.7			—
Total debt	710.7			235.5
Less debt (premium) discount	(1.8		)	—
Total debt (contractual)	708.9			235.5
Less current portion	(105.2		)	(15.5		)
Add debt premium (discount)	1.8			—
Long-term debt	$	605.5		$	220.0

(a) Loan has a stated interest rate of LIBOR plus 1.5%, but is swapped through maturity to a 5.95% fixed rate.

(b) Loan has a stated interest rate of LIBOR plus 2.66%.

(c) Loan has a stated interest rate of LIBOR plus 2.63%.

(d) Loan has a stated interest rate of LIBOR plus 3.00%. The loan was used as temporary financing for the acquisition of the Kailua Portfolio in December 2013. The loan was paid off with reverse 1031 proceeds from Maui Mall on January 6, 2014.

(e) Loan has a stated interest rate of LIBOR plus 1.0%, but is swapped through maturity to a 5.98% fixed rate.

Long-term Debt Maturities:At December 31, 2013, debt maturities during the next five years and thereafter, excluding amortization of debt discount or premium, are $105.2 million in 2014 (which includes a $60 million term loan paid off on January 6, 2014 with reverse 1031 proceeds from the sale of Maui Mall), $45.1 million in 2015, $166.7 million in 2016 (which includes $94.0 million of secured mortgage debt), $133.9 million for 2017 (which includes $95.0 million of revolving credit loans that mature in 2017), $31.9 million in 2018, and $226.1 million thereafter.

Revolving Credit Facilities:The Company has a revolving senior credit facility that provides for an aggregate $350 million, 5-year unsecured commitment ("A&B Senior Credit Facility"), with an uncommitted $100 million increase option. The facility expires in June 2017. The A&B Senior Credit Facility also provides for a $100 million sub-limit for the issuance of standby and commercial letters of credit and an $80 million sub-limit for swing line loans. Amounts drawn under the facilities

83

bear interest at London Interbank Offered Rate (“LIBOR”) plus a margin based on a ratio of debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) pricing grid. The agreement contains certain restrictive covenants, the most significant of which requires the maintenance of minimum shareholders’ equity levels, minimum EBITDA to fixed charges ratio, maximum debt to total assets ratio, minimum unencumbered income-producing asset value to unencumbered debt ratio, and limitations on priority debt. At December 31, 2013, $95.0 million was outstanding, $11.4 million in letters of credit had been issued against the facilities, and $243.6 million remained available for borrowing.

The Company has a replenishing three-year unsecured note purchase and private shelf agreement with Prudential Investment Management, Inc. and its affiliates (collectively, “Prudential”) under which the Company may issue notes in an aggregate amount up to $300 million, less the sum of all principal amounts then outstanding on any notes issued by the Company or any of its subsidiaries to Prudential and the amounts of any notes that are committed under the note purchase agreement. The Prudential agreement contains certain restrictive covenants that are substantially the same as the covenants contained in the revolving senior credit facilities. The ability to draw additional amounts under the Prudential facility expires in June 2015 and borrowings under the shelf facility bear interest at rates that are determined at the time of the borrowing. At December 31, 2013, approximately $2.5 million was available under the facility.

At December 31, 2013, the Company had, at two subsidiaries, a $40.0 million line of credit that matures in August 2014 and a $4.0 million line of credit that matures in May 2014. Approximately $17.1 million was outstanding on the $40.0 million line of credit and there were no borrowings outstanding under the $4.0 million line of credit. The lines are collateralized by the respective subsidiaries' accounts receivable, inventory, and equipment. The Company and the noncontrolling interest holders are guarantors, on a several basis, for its pro rata share (based on membership interests) of borrowings under the line of credit.

The unused borrowing capacity under all revolving credit and term facilities as of December 31, 2013 totaled $246.1 million.

Real EstateSecured Term Debt: On December 18, 2013, the Company entered into a short-term facility ("Bridge Loan"), by and among A&B LLC, Bank of America, N.A., and other lenders party thereto, to finance a portion of the Company's $372.7 million purchase of the Kailua Portfolio. On December 20, 2013, the Company consummated the acquisition and borrowed $60 million under the Bridge Loan, which bears interest at LIBOR plus 3 percent. The Bridge Loan was paid off on January 6, 2014 with reverse 1031 proceeds from the disposition of Maui Mall. Additionally, in connection with the acquisition of the Kailua Portfolio, the Company assumed a $12.0 million mortgage note, which matures in September 2021, and an interest rate swap that effectively converts the floating rate debt to a fixed rate of 5.95 percent.

On December 16, 2013, Estates of Kahala LLC, a wholly owned subsidiary of the Company, entered into a non-recourse loan agreement (the "Loan Agreement") and promissory note ("Note") with First Hawaiian Bank ("Lender"). The $42.0 million loan is secured by 15 residential lots on Kahala Avenue on Oahu, three parcels in Windward Oahu, and an agricultural parcel on Maui. The Loan Agreement and Note require principal payments equal to 70 percent of the net sales proceeds from the sale of any of the secured properties. To the extent cumulative principal payments are less than $18 million after 18 months, the Company is required to make an additional principal payment, such that the remaining principal balance of the loan is less than or equal to $24 million. The loan bears interest at LIBOR plus 2.625 percent, matures on December 16, 2016, is prepayable without penalty, and provides for a one-year extension option, provided certain conditions are met. The loan also requires that the Company maintain a loan to value ratio below 65 percent for the properties secured.

On September 24, 2013, KDC LLC ("KDC"), a wholly owned subsidiary of A&B and a 50 percent member of Kukui'ula Village LLC ("Village"), entered into an Amended and Restated Limited Liability Company Agreement of Kukui'ula Village ("Agreement") with DMB Kukui'ula Village LLC ("DMB"), a Delaware limited liability company, as a member, and KKV Management LLC, a Hawaii limited liability company, as the manager and a member. Village owns and operates The Shops at Kukui'ula, a commercial retail center on the South shore of Kauai. Under the Agreement KDC assumed control of Village. Accordingly, A&B consolidated Village's assets and liabilities at fair value, which includes secured loans totaling approximately $51.2 million. The first loan, totaling $41.8 million (the "Real Estate Loan"), is secured by The Shops at Kukui'ula and 45 acres owned by Kukui'ula Development Company (Hawaii), LLC ("Kukui'ula"), in which KDC is a member. The second loan, totaling $9.4 million (the "Term Loan") is secured by a letter of credit. The Real Estate Loan and Term Loan were scheduled to mature on September 28, 2013. On September 25, 2013, Village entered into an agreement to extend the maturities of the loans to November 5, 2013, in order to finalize refinancing negotiations with the lender. In connection with the loan extensions, Village made a $5 million principal payment on the Real Estate Loan. On November 5, 2013, the Company refinanced the remaining $44.0 million of secured loans related to The Shops at Kukui'ula with new three-year term loans. The first loan, totaling $34.6 million, is secured by The Shops at Kukui'ula, 45 acres owned by Kukui'ula, in which KDC is a member, and an A&B guaranty. The loan bears interest at LIBOR plus 2.85 percent and requires principal amortization of $0.9

84

million per quarter. The second loan, totaling $9.4 million, is interest only, secured by a letter of credit, and bears interest at LIBOR plus 2.0 percent. The first loan contains guarantor covenants that mirror the covenants in A&B's $350 million revolving credit agreement.

On September 17, 2013, A & B Properties, Inc., a wholly owned subsidiary of the Company, closed the purchase of Pearl Highlands Center, a 415,400 square-foot, fee simple retail center in Pearl City, Oahu (the “Property”), for $82.2 million in cash and the assumption of a $59.3 million mortgage loan (the “Pearl Loan”), pursuant to the terms of the Real Estate Purchase and Sale Agreement, dated April 9, 2013, between PHSC Holdings, LLC and A&B Properties. The Pearl Loan, which is currently held by The Northwestern Mutual Life Insurance Company (the “Lender”), is secured by a Mortgage and Security Agreement, bears interest at 5.9 percent, and requires monthly payments of principal and interest totaling $0.4 million. A final balloon payment of $56.2 million is due on September 15, 2016.

On January 22, 2013, A&B completed the purchase of Waianae Mall, a 170,300 square-foot, 10-building retail center in Leeward Oahu, for $10.1 million in cash and the assumption of a $19.7 million loan (the “Loan”). The Promissory Note for the Loan is secured by a Mortgage, Assignment of Leases and Rents and Security Agreement, bears interest at 5.39 percent, and requires monthly payments of principal and interest totaling $0.1 million. A final balloon payment of $18.5 million is due on October 5, 2015. In connection with the loan assumption, the Company has also provided a limited guaranty for the payment of all obligations under the Loan. The guaranty is limited to 10 percent of the outstanding principal balance of the Loan upon the occurrence of an event of default, plus any cost incurred by the lender.

The approximate book values of assets used in the Real Estate segments pledged as collateral under the foregoing credit agreements at December 31, 2013 was $330.6 million. The approximate book values of assets used in the Natural Materials and Construction segment pledged as collateral under the foregoing credit agreements at December 31, 2013 was $41.2 million. There were no assets used in the Agribusiness segment that were pledged as collateral.

10. LEASES—THE COMPANY AS LESSEE

Principal non-cancelable operating leases include land, office space, harbors and equipment leased for periods that expire through 2043. Management expects that, in the normal course of business, most operating leases will be renewed or replaced by other similar leases. Rental expense under operating leases totaled $4.5 million, $3.5 million, and $3.4 million for 2013, 2012, and 2011, respectively. Rental expense for operating leases that provide for future escalations are accounted for on a straight-line basis.

Future minimum payments under non-cancelable operating leases and rental income from subleases were as follows (in millions):

Years Ending December 31,	Minimum Lease Payments
2014	$	4.7
2015	3.0
2016	2.7
2017	2.7
2018	2.5
Thereafter	12.3
Total	$	27.9

11. LEASES—THE COMPANY AS LESSOR

The Company leases land, buildings, and land improvements under operating leases. The historical cost of, and accumulated depreciation on, leased property at December 31, 2013 and 2012 were as follows (in millions):

	2013			2012
Leased property - real estate	$	1,100.0		$	844.3
Less accumulated depreciation	(99.5		)	(130.8		)
Property under operating leases - net	$	1,000.5		$	713.5

85

Total rental income, excluding tenant reimbursements (which totaled $24.1 million, $21.5 million, and $20.9 million for the years ended December 31, 2013, 2012, and 2011, respectively), under these operating leases was as follows (in millions):

Years Ending December 31,	2013		2012		2011
Minimum rentals	$	80.5	$	74.3	$	74.3
Contingent rentals (based on sales volume)	3.0		2.8		2.0
Total	$	83.5	$	77.1	$	76.3

Future minimum rentals on non-cancelable leases at December 31, 2013 were as follows (in millions):

	OperatingLeases
2014	$	82.8
2015	$	75.1
2016	$	63.6
2017	$	53.9
2018	$	43.8
Thereafter	$	329.6
Total	$	648.8

12. EMPLOYEE BENEFIT PLANS

The Company has funded single-employer defined benefit pension plans that cover substantially all non-bargaining unit employees and certain bargaining unit employees. In addition, the Company has plans that provide certain retiree health care and life insurance benefits to substantially all salaried and to certain hourly employees. Employees are generally eligible for such benefits upon retirement and completion of a specified number of years of credited service. The Company does not pre-fund these health care and life insurance benefits and has the right to modify or terminate certain of these plans in the future. Certain groups of retirees pay a portion of the benefit costs.

Plan Administration, Investments and Asset Allocations: The Company has an Investment Committee that is responsible for the investment and management of the pension plan assets. In late 2013, the Company changed its pension plan investment and management approach to a liability driven investment strategy, which seeks to increase the correlation of the pension plan assets and liabilities to reduce the volatility of the plan's funded status, and over time, improve the funded status of the plan. The adoption of this strategy has resulted in an asset allocation that is weighted more toward fixed income investments, which reduces investment volatility, but also reduces investment returns over time. In connection with the adoption of a liability driven investment strategy, the Company appointed an investment adviser that directs investments and selects investment options, based on guidelines established by the Investment Committee.

The Company’s investment strategy for its pension plan assets is to achieve a diversified mix of investments that balances long-term growth with an acceptable level of risk. The mix of assets includes a fixed income allocation that increases as the plan's funded status improves. The Company’s weighted-average asset allocations at December 31, 2013 and 2012, and 2013 year-end target allocation, by asset category, were as follows:

	Target		2013		2012
Domestic equity securities	28	%	29	%	50	%
International equity securities	15	%	16	%	14	%
Debt securities	46	%	44	%	18	%
Real estate	7	%	5	%	5	%
Other and cash	4	%	6	%	13	%
Total	100	%	100	%	100	%

The Company’s investments in equity securities primarily include domestic large-cap and mid-cap companies, but also include an allocation to small-cap and international equity securities. Equity investments do not include any direct holdings of the Company’s stock but may include such holdings to the extent that the stock is included as part of certain mutual fund or

86

ETF holdings. Debt securities include investment-grade corporate bonds from diversified industries and U.S. Treasuries. Other types of investments include funds that invest in commercial real estate assets, and to a lesser extent, private equity investments in technology companies.

The expected return on plan assets is principally based on the Company’s historical returns combined with the Company’s long-term future expectations regarding asset class returns, the mix of plan assets, and inflation assumptions. One-, three-, and five-year pension asset returns were 16.6 percent, 8.7 percent, and 11.6 percent, respectively, and the long-term average return (since plan inception in 1989) has been approximately 8.6 percent. Over the long-term, the actual returns have generally exceeded the benchmark returns used by the Company to evaluate performance of its fund managers.

The Company’s pension plan assets are held in a master trust and stated at estimated fair value, which is based on the fair values of the underlying investments. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

FASB ASC Topic 820, Fair Value Measurements and Disclosures, as amended, establishes a fair value hierarchy, which requires the pension plans to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (level 1 measurements) and assigns the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs within the hierarchy are defined as follows:     

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2: Significant other observable inputs other than level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect the pension plans’ own assumptions about the assumptions that market participants would use in pricing an asset or liability.

If the technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy, the lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

Equity Securities: Domestic and international common stocks are valued by obtaining quoted prices on recognized and highly liquid exchanges.

Exchange-Trade Funds (ETF): ETFs are valued by obtaining quoted prices on recognized and highly liquid exchanges.

Fixed Income Securities: Corporate bonds and U.S. government treasury and agency securities are valued based upon the closing price reported in the market in which the security is traded. U.S. government agency, corporate asset-backed securities, and mortgage securities may utilize models, such as a matrix pricing model, that incorporates other observable inputs such as cash flow, security structure, or market information, when broker/dealer quotes are not available.

Real Estate, Private Equity, Managed Futures, and Insurance Contract Interests: The fair value of real estate fund investments, private equity, and insurance contract interests are determined by the issuer based on the unit values of the funds. Unit values are determined by dividing the fund’s net assets by the number of units outstanding at the valuation date. Fair value for underlying investments in real estate is determined through a combination of independent property appraisals and market, income and cost valuation approaches. Fair value of underlying investments in private equity assets is determined based on one or more valuation techniques, such as the market or income valuation approach, utilizing information provided by the general partner and taking into consideration the purchase price of the underlying securities, developments concerning the investee company subsequent to the acquisition of the investment, financial data and projections of the investee company provided to the general partner, illiquidity and non-transferability, and such other factors as the general partner deems relevant. The fair value of managed futures fund investments is determined by the issuer based on the unit values of the fund. Unit values are determined by dividing the fund’s net assets by the number of units outstanding at the valuation date. Fair value of the underlying investments in the managed futures fund is determined through quoted market prices. Insurance contract interests consist of investments in group annuity contracts, which are valued based on the present value of expected future payments.

87

The fair values of the Company’s pension plan assets at December 31, 2013 and 2012, by asset category, are as follows (in millions):

	Fair Value Measurements as of
	December 31, 2013
	Total		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Cash	$	5.2	$	5.2
Equity securities:
U.S. large-cap	24.4		24.4
U.S. mid- and small-cap	20.4		20.4
International large-cap	16.3		16.3
International mid-cap	8.1		8.1
Fixed income securities:
Exchange traded funds - U.S. Treasuries	16.3		16.3
Exchange traded funds - Investment grade U.S. corporate bonds	45.0		45.0
Limited partnership investment in high-yield U.S. corporate bonds	6.4						6.4
Other types of investments:
Real estate partnership interests	7.5						7.5
Private equity partnership interests (a)	0.3						0.3
Exchange traded fund - commodities	2.5		2.5
Insurance contracts	1.0						1.0
Total	$	153.4	$	138.2	$	—	$	15.2

	Fair Value Measurements as of
	December 31, 2012
	Total		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Cash	$	12.7	$	12.7
Equity securities:
U.S. large-cap	47.6		47.6
U.S. mid- and small-cap	23.6		23.6
International large-cap	16.0		5.8		10.2
Emerging market equity	4.1				4.1
Fixed income securities:
U.S. Treasuries	0.8				0.8
Municipal bonds	1.9				1.9
Investment grade U.S. corporate bonds	6.1				6.1
High-yield U.S. corporate bonds	4.1				4.1
Mortgage-backed securities and other	12.5				12.5
Other types of investments:
Real estate partnership interests	7.8						7.8
Private equity partnership interests (a)	0.7						0.7
Managed Futures fund	3.5				3.5
Insurance contracts	0.9						0.9
Total	$	142.3	$	89.7	$	43.2	$	9.4

(a) This category represents private equity funds that invest principally in U.S. technology companies.

88

The table below presents a reconciliation of all pension plan investments measured at fair value on a recurring basis using significant unobservable inputs (level 3) for the years ended December 31, 2013 and 2012 (in millions):

	Fair Value Measurements Using Significant
	Unobservable Inputs (Level 3)
	Real Estate			Private Equity			Insurance		Limited Partnership		Total
Beginning balance, January 1, 2012	$	7.4		$	0.8		$	0.7	$	—	$	8.9
Actual return on plan assets:
Assets held at the reporting date	0.7			—			—		—		0.7
Assets sold during the period	0.3			0.3			—		—		0.6
Purchases, sales and settlements	(0.6		)	(0.4		)	0.2		—		(0.8		)
Ending balance, December 31, 2012	7.8			0.7			0.9		—		9.4
Actual return on plan assets:
Assets held at the reporting date	1.1			(0.2		)	0.1		0.3		1.3
Assets sold during the period	0.3			0.1			—		—		0.4
Purchases, sales and settlements	(1.7		)	(0.3		)	—		6.1		4.1
Ending balance, December 31, 2013	$	7.5		$	0.3		$	1.0	$	6.4	$	15.2

Contributions are determined annually for each plan by the Company’s pension administrative committee, based upon the actuarially determined minimum required contribution under the Employee Retirement Income Security Act of 1974, as amended, the Pension Protection Act of 2006 (the “Act”), and the maximum deductible contribution allowed for tax purposes. In 2013 and 2012, the Company contributed approximately $0.1 million and $2.6 million, respectively, to its defined benefit pension plans. The Company did not make any contributions during 2011. The Company’s funding policy is to contribute cash to its pension plans so that it meets at least the minimum contribution requirements.

For the plans covering employees who are members of collective bargaining units, the benefit formulas are determined according to the collective bargaining agreements, either using career average pay as the base or a flat dollar amount per year of service.

In 2007, the Company changed the traditional defined benefit pension plan formula for new non-bargaining unit employees hired after January 1, 2008 and replaced it with a cash balance defined benefit pension plan formula. Subsequently, effective January 1, 2012, the Company changed the benefits under its traditional defined benefit plans for non-bargaining unit employees hired before January 1, 2008 and replaced the benefit with the same cash balance defined benefit pension plan formula provided to those employees hired after January 1, 2008. Retirement benefits under the cash balance pension plan formula are based on a fixed percentage of employee eligible compensation, plus interest. The plan interest credit rate will vary from year-to-year based on the ten-year U.S. Treasury rate.

89

Benefit Plan Assets and Obligations: The measurement date for the Company’s benefit plan disclosures is December 31^st of each year. The status of the funded defined benefit pension plan and the unfunded accumulated post-retirement benefit plans at December 31, 2013 and 2012 are shown below (in millions):

	Pension Benefits						Other Post-retirement Benefits
	2013			2012			2013			2012
Change in Benefit Obligation
Benefit obligation at beginning of year	$	189.7		$	173.6		$	10.9		$	11.4
Service cost	2.6			2.4			0.1			0.1
Interest cost	7.6			8.2			0.4			0.5
Plan participants’ contributions	—			—			0.9			1.0
Actuarial (gain) loss	(13.2		)	15.4			3.0			(0.3		)
Benefits paid	(11.1		)	(10.0		)	(1.8		)	(1.8		)
Special or contractual termination benefits	—			0.1			—			—
Curtailment	(0.2		)	—			(0.6		)
Amendments	—			—			—			—
Benefit obligation at end of year	$	175.4		$	189.7		$	12.9		$	10.9
Change in Plan Assets
Fair value of plan assets at beginning of year	142.3			130.8			—			—
Actual return on plan assets	22.1			18.9			—			—
Employer contributions	0.1			2.6			—			—
Benefits paid	(11.1		)	(10.0		)	—			—
Fair value of plan assets at end of year	$	153.4		$	142.3		$	—		$	—
Funded Status and Recognized Liability	$	(22.0	)	$	(47.4	)	$	(12.9	)	$	(10.9	)

The accumulated benefit obligation for the Company’s qualified pension plans was $173.6 million and $186.9 million as of December 31, 2013 and 2012, respectively. Amounts recognized on the consolidated balance sheets and in accumulated other comprehensive loss at December 31, 2013 and 2012 were as follows (in millions):

	Pension Benefits						Other Post-retirement Benefits
	2013			2012			2013			2012
Non-current assets	$	3.3		$	1.4		$	—		$	—
Current liabilities	—			—			(0.9		)	(0.8		)
Non-current liabilities	(25.3		)	(48.8		)	(12.0		)	(10.1		)
Total	$	(22.0	)	$	(47.4	)	$	(12.9	)	$	(10.9	)
Net loss (gain) (net of taxes)	$	33.2		$	53.0		$	1.1		$	(1.4	)
Unrecognized prior service credit (net of taxes)	(3.9		)	(4.4		)	—			—
Total	$	29.3		$	48.6		$	1.1		$	(1.4	)

The information for qualified pension plans with an accumulated benefit obligation in excess of plan assets at December 31, 2013 and 2012 is shown below (in millions):

	2013		2012
Projected benefit obligation	$	167.7	$	181.0
Accumulated benefit obligation	$	166.0	$	178.4
Fair value of plan assets	$	142.4	$	132.2

90

The estimated prior service credit for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2014 is ($0.8) million. The estimated net loss that will be recognized in net periodic pension cost for the defined benefit pension plans in 2014 is $4.0 million. The estimated net loss for the other defined benefit post-retirement plans that will be amortized from accumulated other comprehensive loss into net periodic pension cost in 2014 is $0.4 million. The estimated prior service cost for the other defined benefit post-retirement plans that will be amortized from accumulated other comprehensive loss into net periodic pension cost in 2014 is negligible.

Unrecognized gains and losses of the post-retirement benefit plans are amortized over five years. Although current health costs are expected to increase, the Company attempts to mitigate these increases by maintaining caps on certain of its benefit plans, using lower cost health care plan options where possible, requiring that certain groups of employees pay a portion of their benefit costs, self-insuring for certain insurance plans, encouraging wellness programs for employees, and implementing measures to mitigate future benefit cost increases.

Components of the net periodic benefit cost and other amounts recognized in other comprehensive loss for the defined benefit pension plans and the post-retirement health care and life insurance benefit plans during 2013, 2012, and 2011, are shown below (in millions):

	Pension Benefits									Other Post-retirement Benefits
	2013			2012			2011			2013			2012			2011
Components of Net Periodic Benefit Cost
Service cost	$	2.6		$	2.4		$	3.4		$	0.1		$	0.1		$	0.2
Interest cost	7.6			8.2			9.3			0.4			0.5			0.7
Expected return on plan assets	(10.9		)	(10.5		)	(11.7		)	—			—			—
Amortization of net loss (gain)	7.7			7.9			4.8			(0.2		)	(0.2		)	—
Amortization of prior service cost (credit)	(0.8		)	(0.8		)	0.6			—			—			—
Curtailment gain	—			—			—			(0.5		)	—			—
Recognition of loss on special termination benefit	—			0.1			—						—			—
Net periodic benefit cost	6.2			7.3			6.4			(0.2		)	0.4			0.9
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
Net loss (gain)	(24.7		)	7.0			21.0			3.0			(0.4		)	(0.8		)
Amortization of unrecognized (loss) gain	(7.7		)	(7.9		)	(3.0		)	0.2			0.3			—
Prior service credit	—			—			(6.7		)	—			—			—
Amortization of prior service cost (credit)	0.8			0.8			(0.3		)	—			—			—
Total recognized in other comprehensive income	(31.6		)	(0.1		)	11.0			3.2			(0.1		)	(0.8		)
Total recognized in net periodic benefit cost and
other comprehensive income	$	(25.4	)	$	7.2		$	17.4		$	3.0		$	0.3		$	0.1

The weighted average assumptions used to determine benefit information during 2013, 2012, and 2011 were as follows:

	Pension Benefits						Other Post-retirement Benefits
	2013		2012		2011		2013		2012		2011
Weighted Average Assumptions:
Discount rate	4.90	%	4.10	%	4.80	%	4.90	%	4.10	%	4.90	%
Expected return on plan assets	8.00	%	8.25	%	8.25	%	—	%	—	%	—	%
Rate of compensation increase	3.00	%	3.00	%	4.00	%	3.00	%	3.00	%	4.00	%
Initial health care cost trend rate							7.50	%	8.00	%	9.00	%
Ultimate rate							4.50	%	4.50	%	5.00	%
Year ultimate rate is reached							2028		2020		2016

91

If the assumed health care cost trend rate were increased or decreased by one percentage point, the accumulated post-retirement benefit obligation, as of December 31, 2013, 2012, and 2011 and the net periodic post-retirement benefit cost for 2013, 2012 and 2011, would have increased or decreased as follows (in millions):

	Other Post-retirement Benefits
	One Percentage Point
	Increase						Decrease
	2013		2012		2011		2013			2012			2011
Effect on total of service and interest cost components	$	—	$	—	$	—	$	—		$	—		$	—
Effect on post-retirement benefit obligation	$	1.2	$	0.6	$	0.5	$	(1.0	)	$	(0.5	)	$	(0.5	)

Non-qualified Benefit Plans: The Company has non-qualified supplemental pension plans covering certain employees and retirees, which provide for incremental pension payments from the Company’s general funds so that total pension benefits would be substantially equal to amounts that would have been payable from the Company’s qualified pension plans if it were not for limitations imposed by income tax regulations. The obligations relating to these plans totaled $6.9 million at December 31, 2013. A 3.5 percent discount rate was used to determine the 2013 obligation. The expense associated with the non-qualified plans was $0.1 million in 2013, $0.9 million in 2012, and $1.6 million in 2011. As of December 31, 2013, the amount recognized in accumulated other comprehensive income for unrecognized loss, net of tax, was approximately $1.8 million, and the amount recognized as unrecognized prior service credit, net of tax, was ($2.1) million. The estimated net loss and prior service credit, net of tax, that will be recognized in net periodic pension cost in 2013 is ($0.1) million.

Estimated Benefit Payments: The estimated future benefit payments for the next ten years are as follows (in millions):

	Pension		Non-qualified		Post-retirement
Year	Benefits		Plan Benefits		Benefits
2014	$	10.4	$	0.1	$	0.8
2015	$	10.6	$	0.7	$	0.8
2016	$	10.9	$	3.5	$	0.8
2017	$	11.0	$	0.1	$	0.8
2018	$	11.2	$	1.0	$	0.7
2019-2023	$	60.1	$	0.5	$	2.5

Current liabilities of approximately $1.1 million, related to non-qualified plan and post-retirement benefits, are classified as accrued and other liabilities in the consolidated balance sheet as of December 31, 2013.

Multiemployer Plans: Grace and certain subsidiaries contribute to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

a. Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

b. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

c. If the Company chooses to stop participating in some of its multiemployer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

The Company's participation in these plans for the period from October 1, 2013 through December 31, 2013, is outlined in the table below. The "EIN Pension Plan Number" column provides the Employee Identification Number (EIN) and the three-digit plan number, if applicable. The most recent Pension Protection Act (PPA) zone status available in 2013 is for the plan's year-end as of December 31, 2012, for the Pension Trust Fund for Operating Engineers Pension Plan and Laborer's National (Industrial) Pension Fund. The zone status available for 2013 for the Hawaii Laborers Trust Funds is for the plan year-end as of February 28, 2013. GP Roadway Solutions, Inc. and GP/RM Prestress, LLC have separate contracts and different expiration dates with the Hawaii Laborers Trust Fund. The zone status is based on information that the Company received from

92

the plan and is certified by the plan's actuary. Among other factors, plans that are less than 65 percent funded are "red zone" plans in need of reorganization; plans between 65 percent and 80 percent funded or that have an accumulated funding deficiency or are expected to have a deficiency in any of the next six years are "yellow zone" plans; plans that meet both of the "yellow zone" criteria are "orange zone" plans; and if the plan is funded more than 80 percent, it is a "green zone" plan. The "FIP/RP Status Pending/Implemented" column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration dates of the collective-bargaining agreements to which the plans are subject. There were no plans where the Company contributed more than 5 percent of the total contributions.

		Pension Protection Act Zone Status	FIP/RP Status	Contribution by Entity		Surcharge Imposed	Expiration Date	Current Plan Year End
	EIN Plan No.	2013	Pending/Implemented	Oct. 1 - Dec. 31, 2013
Fund
Operating Engineers	94-6090764; 001	Red	Yes	$	1.0	No	8/31/14	12/31/13
Laborers National	52-6074345; 001	Red	Yes	—		No	8/31/15	12/31/13
Hawaii Laborers	99-6012128; 001	Green	No	0.1		No	8/1/15	2/28/13
Hawaii Laborers	99-6012128; 001	Green	No	—		No	9/30/14	2/28/13
				$	1.1

Defined Contribution Plans: The Company sponsors defined contribution plans that qualify under Section 401(k) of the Internal Revenue Code and provides matching contributions of up to 3 percent of eligible employee compensation. For 2010, the 401(k) matching contributions were suspended for all employees who are participants in the Company’s defined benefit plan, but was reinstated starting in 2011. The Company’s matching contributions expensed under these plans totaled $0.7 million for each of the years ended December 31, 2013 and 2012. The Company also maintains profit sharing plans, and if a minimum threshold of Company performance is achieved, provides contributions of 1 to 5 percent, depending upon Company performance above the minimum threshold. In 2013, the profit sharing contribution expense was $0.9 million. There was no profit sharing contribution expense recorded in 2012 and 2011 for these plans.

In connection with the acquisition of Grace, Grace's four 401(k) plans were terminated effective September 30, 2013, the day immediately preceding the date of closing. On October 1, 2013, two new 401(k) plans for Grace were established.

Both 401(k) plans allow for discretionary non-elective employer contributions up to the sum of 10 percent of each eligible employee's compensation for the 12 months in the plan year. The Plan has two separate participant groups eligible to participate. Group 1 includes participants who are also officers of Grace, and Group 2 includes all other employees. For the short plan year period October 1, 2013 to December 31, 2013, Grace elected to make no contributions to Group 1 and contributed 10 percent to Group 2. Officers did not receive this elective 401(k) contribution, but accrued amounts were recharacterized as a Profit Sharing Bonus, subject to an overall combined limitation of $25,000 per employee. Profit Sharing Bonuses are calculated using 10 percent of each eligible employee's compensation (including officers) for 12 months in the preceding fiscal year in the same manner as the discretionary non-elective contribution. On an employee-by-employee basis, if applicable, the amount of the employee's Profit Sharing Bonus shall be reduced so that the sum of the non-elective employer contribution and the Profit Sharing Bonus does not exceed $25,000.  As an overall test, the sum of all employees' Profit Sharing Bonuses shall not exceed 5 percent of Grace's pre-tax income, after deduction for accruals for charitable contributions, management incentives, and non-elective employer contributions. Management incentives and/or Profit Sharing Bonuses can be deferred to the employee's 401(k) account but will be subject to the IRS' annual limit on employee elective deferrals. For the period October 1, 2013 to December 31, 2013, Grace recognized non-elective employer contributions and profit sharing expense of approximately $0.7 million.

93

13. INCOME TAXES

The income tax expense on income from continuing operations for each of the three years in the period ended December 31, 2013 consisted of the following (in millions):

	2013			2012			2011
Current:
Federal	$	17.1		$	4.3		$	8.0
State	2.1			0.8			2.1
Current	19.2			5.1			10.1
Deferred:
Federal	(8.0		)	(10.5		)	(6.3		)
State	(2.7		)	(2.2		)	(2.8		)
Deferred	(10.7		)	(12.7		)	(9.1		)
Total continuing operations tax expense (benefit)	$	8.5		$	(7.6	)	$	1.0

Income tax expense for 2013, 2012, and 2011 differs from amounts computed by applying the statutory federal rate to income from continuing operations before income taxes for the following reasons (in millions):

	2013			2012			2011
Computed federal income tax expense	$	8.3		$	—		$	0.4
State income taxes	1.0			(0.3		)	(0.6		)
Non-deductible transaction costs	1.6			1.7			0.8
Charitable contribution	(0.2		)	(3.5		)	—
Solar tax credits	—			(2.9		)	—
Other—net	(2.2		)	(2.6		)	0.4
Income tax expense (benefit)	$	8.5		$	(7.6	)	$	1.0

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31 of each year are as follows (in millions):

	2013		2012
Deferred tax assets:
Benefit plans	$	23.6	$	32.2
Capitalized costs	24.1		17.8
Charitable contribution	1.5		4.0
Basis differences for property and equipment	—		3.6
Joint ventures and other investments	15.0		5.5
Impairment and amortization	0.5		4.1
Insurance and other reserves	6.7		5.4
Solar credit	3.5		2.9
Other	5.4		0.8
Total deferred tax assets	80.3		76.3
Deferred tax liabilities:
Tax-deferred gains on real estate transactions	225.4		211.4
Basis differences for property and equipment	23.4		—
Straight-line rental income and advanced rent	7.2		8.1
Other	5.2		1.9
Total deferred tax liabilities	261.2		221.4
Net deferred tax liability	$	180.9	$	145.1

The basis difference for property and equipment changed from a deferred tax assets in 2012 to a deferred tax liability in 2013 due to additional basis differences associated with property included in the Grace Pacific acquisition, partially offset by property included in the Kailua Portfolio acquisition.

94

The Company’s income taxes payable has been reduced by the tax benefits from share-based compensation. The Company receives an income tax benefit for exercised stock options calculated as the difference between the fair market value of the stock issued at the time of exercise and the option exercise price, tax effected. The Company also receives an income tax benefit for restricted stock units when they vest, measured as the fair market value of the stock issued at the time of vesting, tax effected. The net tax benefits from share-based transactions were $1.6 million and $4.3 million for 2013 and 2012, respectively, and the portion of the tax benefit related to the excess of the amount reported as the tax deduction over expense was reflected as an increase to equity in the consolidated statements of equity.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in millions):

Balance at January 1, 2011	$	2.5
Additions for tax positions of prior years	—
Additions for tax positions of current year	—
Reductions for tax positions of prior years	—
Reductions for lapse of statute of limitations	—
Balance at December 31, 2011	2.5
Additions for tax positions of prior years
Additions for tax positions of current year
Reductions for tax positions of prior years	(2.5		)
Reductions for lapse of statute of limitations
Balance at December 31, 2012	—
Additions for tax positions of prior years	—
Additions for tax positions of current year	—
Reductions for tax positions of prior years	—
Reductions for lapse of statute of limitations	—
Balance at December 31, 2013	$	—

The Company is included in the consolidated tax return of Matson, Inc. (formerly Alexander & Baldwin Holding, Inc.) for results occurring prior to June 30, 2012. Subsequent to June 30, 2012, the Company began reporting as a separate taxpayer. The current and deferred income tax expense recorded in the consolidated financial statement for the 2011 year and the short period ended June 30, 2012 has been determined by applying the provisions of ASC 740 as if the Company were a separate taxpayer.

Upon Separation, the Company’s unrecognized tax benefits were reflected on Matson Inc.’s (“Matson”) financial statements because Matson is considered the successor parent to the former Alexander & Baldwin, Inc. affiliated tax group. In connection with the Separation, the Company entered into a Tax Sharing Agreement with Matson. As of December 31, 2013, $0.3 million remained as a liability for the indemnity to Matson in the event the Company’s pre-Separation unrecognized tax benefits are not realized. As of December 31, 2013, the Company has not identified any material unrecognized tax positions.

On September 13, 2013 the U.S. Treasury Department released final income tax regulations on the deduction and capitalization of expenditures related to tangible property. These final regulations apply to tax years beginning on or after January 1, 2014. Several of the provisions within the regulations will require a tax accounting method change to be filed with the IRS resulting in a cumulative effect adjustment. To account for the adoption of these regulations, $7.6 million was reclassified from deferred income taxes (non-current) to other non-current liabilities in 2013.

The company is subject to taxation by the United States and various state and local jurisdictions. As of December 31, 2013, the Company’s tax year 2012 is open to examination by the tax authorities. In addition, tax years 2010, 2011 and 2012, for which the Company was included in the consolidated tax group with Matson, are open to examination by the tax authorities in the company’s material jurisdictions. In addition, the 2009 tax year is also open to examination by California. The Company is not currently under examination by any tax authorities.

14. SHARE-BASED AWARDS

2012 Incentive Compensation Plan (“2012 Plan”): The 2012 Incentive Compensation Plan, which became effective as of the Separation with Matson, allows for the granting of stock options, restricted stock units, and common stock. Under the

95

2012 Plan, 4.3 million shares of common stock were initially reserved for issuance, and as of December 31, 2013, 1.5 million shares of the Company’s common stock remained available for future issuance, which is reflective of a 2.7 million share reduction for outstanding equity awards replaced in the Separation. The shares of common stock authorized to be issued under the 2012 Plan may be drawn from the shares of the Company’s authorized but unissued common stock or from shares of its common stock that the Company acquires, including shares purchased on the open market or private transactions.

The 2012 Plan consists of four separate incentive compensation programs: (i) the discretionary grant program, (ii) the stock issuance program, (iii) the incentive bonus program and (iv) the automatic grant program for the non-employee members of the Company’s Board of Directors. Share-based compensation is generally awarded under three of the four programs, as more fully described below.

Discretionary Grant Program – Under the Discretionary Grant Program, stock options may be granted with an exercise price no less than 100 percent of the fair market value (defined as the closing market price) of the Company’s common stock on the date of the grant. Options generally become exercisable ratably over three years and have a maximum contractual term of 10 years.

Stock Issuance Program – Under the Stock Issuance Program, shares of common stock or restricted stock units may be granted. Equity awards granted may be designated as time-based or performance-based.

Automatic Grant Program –At each annual shareholder meeting, non-employee directors will receive an award of restricted stock units that entitle the holder to an equivalent number of shares of common stock upon vesting. Awards of restricted stock units granted under the program generally vest ratably over three years.

There were no option grants in 2013, and the Company currently does not expect to issue options in the future. Activity in the Company’s stock option plans in 2013 was as follows (in thousands, except weighted average exercise price and weighted average contractual life):

	2012 Plan		Weighted Average Exercise Price	Weighted Average Contractual Life	Aggregate Intrinsic Value
Outstanding, January 1, 2013	1,722.7		$19.41
Exercised	(377.1	)	$20.09
Forfeited and expired	(8.3	)	$21.21
Outstanding, December 31, 2013	1,337.3		$19.21	5.3	$29,841
Vested or expected to vest	1,323.9		$19.21	5.3	$29,542
Exercisable, December 31, 2013	1,148.6		$18.87	4.9	$26,012

The following table summarizes 2013 non-vested restricted stock unit activity (in thousands, except weighted average grant-date fair value amounts):

	2012 Plan Restricted Stock Units		Weighted Average Grant-Date Fair Value
Outstanding, January 1, 2013	330.0		$20.43
Granted	121.1		$34.12
Vested	(156.5	)	$18.57
Canceled	(52.3	)	$22.96
Outstanding, December 31, 2013	242.3		$27.92

A portion of the restricted stock unit awards are time-based awards that vest ratably over three years. The remaining portion of the awards represents market-based awards that cliff vest after two years, provided that the total shareholder return of the Company’s common stock over the two-year measurement period meets or exceeds pre-defined levels of relative total

96

shareholder returns of the Standard & Poor’s MidCap 400 index. The fair values of the time-based restricted stock units and performance share units were valued based on the Company's stock price on the date of grant. The weighted average fair value of the time-based restricted stock units and performance share units was $34.12 in 2013 and $20.23 in 2012.

     A summary of compensation cost related to share-based payments is as follows (in millions):

	2013			2012			2011
Share-based expense (net of estimated forfeitures):
Stock options	$	0.7		$	1.1		$	1.2
Incremental share-based compensation cost related to separation	0.5			1.2			—
Non-vested stock & restricted stock units	3.0			3.1			3.6
Total share-based expense	4.2			5.4			4.8
Total recognized tax benefit	(1.3		)	(1.8		)	(1.2		)
Share-based expense (net of tax)	$	2.9		$	3.6		$	3.6
Cash received upon option exercise	$	7.6		$	20.9		$	6.1
Intrinsic value of options exercised	$	6.7		$	13.4		$	3.5
Tax benefit realized upon option exercise	$	2.5		$	2.3		$	1.3
Fair value of stock vested	$	5.2		$	4.2		$	5.5

15. COMMITMENTS AND CONTINGENCIES

Commitments, Guarantees and Contingencies:  Commitments and financial arrangements not recorded on the Company's consolidated balance sheet, excluding lease commitments that are disclosed in Note 10, included the following as of December 31, 2013 (in millions):

Standby letters of credit	(a)	$	11.4
Bonds	(b)	$	404.1

(a) Consists of standby letters of credit, issued by the Company’s lenders under the Company’s revolving credit facilities, and relate primarily to the Company’s real estate activities. In the event the letters of credit are drawn upon, the Company would be obligated to reimburse the issuer of the letter of credit. None of the letters of credit has been drawn upon to date, and the Company believes it is unlikely that any of these letters of credit will be drawn upon.

(b) Represents bonds related to construction and real estate activities in Hawaii. Approximately $380.5 million is related to construction bonds issued by third party sureties (bid, performance, and payment bonds) and the remainder is related to commercial bonds issued by third party sureties (permit, subdivision, license, and notary bonds). In the event the bonds are drawn upon, the Company would be obligated to reimburse the surety that issued the bond. None of the bonds has been drawn upon to date, and the Company believes it is unlikely that any of these bonds will be drawn upon.

Indemnity Agreements:  For certain real estate joint ventures, the Company may be obligated under bond indemnities to complete construction of the real estate development if the joint venture does not perform. These indemnities are designed to protect the surety in exchange for the issuance of surety bonds that cover construction activities, such as project amenities, roads, utilities, and other infrastructure, at its joint ventures. Under the indemnities, the Company and its joint venture partners agree to indemnify the surety bond issuer from all losses and expenses arising from the failure of the joint venture to complete the specified bonded construction. The maximum potential amount of aggregate future payments is a function of the amount covered by outstanding bonds at the time of default by the joint venture, reduced by the amount of work completed to date. The recorded amounts of the indemnity liabilities were not material.

Other Obligations:  Certain of the real estate businesses in which the Company holds a non-controlling interest have long-term debt obligations. One of the Company’s joint ventures has a $10 million loan that matures in August 2015. As a condition to providing the loan to the joint venture, the lender required that the Company and its joint venture partner guarantee certain obligations of the joint venture under a maintenance agreement. The maintenance agreement specifies that the Company and its joint venture partner make payments to the lender to the extent that the loan-to-value measure or debt service ratio of the property held by the joint venture is below pre-determined thresholds. The Company has determined that the fair value of its obligation

97

under this maintenance agreement is not material, and as of December 31, 2013, the Company had not paid or accrued any amounts under the guaranty.

 Other than obligations described above, obligations of the Company’s joint ventures do not have recourse to the Company and the Company’s “at-risk” amounts are limited to its investment.

Legal Proceedings and Other Contingencies: A&B owns 16,000 acres of watershed lands in East Maui that supply a significant portion of the irrigation water used by Hawaiian Commercial & Sugar Company (“HC&S”), a division of A&B that produces raw sugar. A&B also held four water licenses to another 30,000 acres owned by the State of Hawaii in East Maui which, over the last ten years, have supplied approximately 58 percent of the irrigation water used by HC&S. The last of these water license agreements expired in 1986, and all four agreements were then extended as revocable permits that were renewed annually. In 2001, a request was made to the State Board of Land and Natural Resources (the “BLNR”) to replace these revocable permits with a long-term water lease. Pending the conclusion by the BLNR of this contested case hearing on the request for the long-term lease, the BLNR has renewed the existing permits on a holdover basis. If the Company is not permitted to utilize sufficient quantities of stream waters from State lands in East Maui, it could have a material adverse effect on the Company’s sugar-growing operations.

In addition, on May 24, 2001, petitions were filed by a third party, requesting that the Commission on Water Resource Management of the State of Hawaii (“Water Commission”) establish interim instream flow standards (“IIFS”) in 27 East Maui streams that feed the Company’s irrigation system. On September 25, 2008, the Water Commission took action on eight of the petitions, resulting in some quantity of water being returned to the streams rather than being utilized for irrigation purposes. In May 2010, the Water Commission took action on the remaining 19 petitions resulting in additional water being returned to the streams. A petition requesting a contested case hearing to challenge the Water Commission’s decisions was filed with the Commission by the opposing third party. On October 18, 2010, the Water Commission denied the petitioner’s request for a contested case hearing. On November 17, 2010, the petitioner filed an appeal of the Water Commission’s denial to the Hawaii Intermediate Court of Appeals. On August 31, 2011, the Intermediate Court of Appeals dismissed the petitioner’s appeal. On November 29, 2011, the petitioner appealed the Intermediate Court of Appeals’ dismissal to the Hawaii Supreme Court. On January 11, 2012, the Hawaii Supreme Court vacated the Intermediate Court of Appeals’ dismissal of the petitioner’s appeal and remanded the appeal back to the Intermediate Court of Appeals. On November 30, 2012, the Intermediate Court of Appeals remanded the case back to the Water Commission, ordering the Commission to grant the petitioner’s request for a contested case hearing.

 On June 25, 2004, two organizations filed a petition with the Water Commission to establish IIFS for four streams in West Maui to increase the amount of water to be returned to these streams. The West Maui irrigation system provided approximately 15 percent of the irrigation water used by HC&S over the last ten years. The Water Commission issued a decision in June 2010, which required the return of water in two of the four streams. In July 2010, the two organizations appealed the Water Commission’s decision to the Hawaii Intermediate Court of Appeals. On June 23, 2011, the case was transferred to the Hawaii Supreme Court.  On August 15, 2012, the Hawaii Supreme Court overturned the Water Commission's decision and remanded the case to the Water Commission for further consideration in connection with the establishment of the IIFS. In September 2013, the Water Commission noticed its intent to initiate the remanded hearing process in January 2014.

The loss of East Maui and West Maui water as a result of the Water Commission’s decisions imposes challenges to the Company’s sugar growing operations. While the resulting water loss does not immediately threaten near-term sugar production, it will result in a future suppression of sugar yields and will have an impact on the Company that will only be quantifiable over time. Accordingly, the Company is unable to predict, at this time, the outcome or financial impact of the water proceedings.

In March 2011, the Environmental Protection Agency (“EPA”) published nationwide standards for controlling hazardous air pollutant emissions from industrial, commercial, institutional boilers and process heaters (the “Boiler MACT” rule), which would apply to Hawaiian Commercial & Sugar Company’s three boilers at the Puunene Sugar Mill. The EPA subsequently reconsidered the March 2011 rule, and on December 21, 2012, EPA announced that it had finalized a revised Boiler MACT rule; the final rule was published in the Federal Register on January 31, 2013. The effective date of the rule was April 1, 2013, with compliance required by January 31, 2016.

The Company is currently evaluating the final rule and assessing its compliance options.  Based on our review, the EPA has made significant revisions from the March 2011 final rule addressing industry concerns. The Company, along with the Florida Sugar Industry, has submitted a petition for reconsideration of certain issues in the final Boiler MACT rule. The EPA has indicated that it will be granting petitions for reconsideration of certain issues, including correcting an error that led to a final limit on carbon monoxide emissions from sugar mill boilers that was lower than it should have been.

The Puunene Mill boilers are capable of meeting most of the emissions limits specified in the final rule and the Company does not expect to incur material costs associated with upgrades to the existing particulate matter controls. While initial testing

98

indicates that the boilers are able to meet new limits on carbon monoxide emissions during bagasse firing, it is not yet clear whether this limit can be met on a consistent basis. This is largely due to the highly variable nature of bagasse fuel. As a result, at a minimum, improvements to combustion controls and monitoring will be required on all three boilers. 

The Company has begun the process of assessing current carbon monoxide emissions during bagasse firing, and will need to complete an engineering evaluation in order to develop a plan for compliance with the new rule.  The compliance deadline for this rule will be three years from the date of publication of the final rule in the Federal Register (i.e., January 31, 2016), with the option for states to grant a one-year extension.  A preliminary estimate of anticipated compliance costs is less than $5 million based on currently available information. This estimate will be refined as the engineering evaluation proceeds.

In June 2011, the Equal Employment Opportunity Commission (“EEOC”) served McBryde Resources, Inc., formerly known as Kauai Coffee Company, Inc. (“McBryde Resources”) with a lawsuit, which alleged that McBryde Resources and five other farms were complicit in illegal acts by Global Horizons Inc., a company that had hired Thai workers for the farms. The lawsuit was filed in the U.S. District Court for the District of Hawaii. In July 2011, the EEOC amended the lawsuit to name Alexander & Baldwin, LLC (formerly known as Alexander & Baldwin, Inc.), a wholly owned subsidiary of the Company, as a defendant. After motions to dismiss the complaint, and amended complaints, certain claims against the defendants remain and McBryde Resources and Alexander & Baldwin, LLC are defending the lawsuit. Discovery is pending while the parties discuss possible settlement of this matter. The Company is unable to predict, at this time, the outcome or financial impact, if any, of the lawsuit.

A&B and its subsidiaries are parties to, or may be contingently liable in connection with, other legal actions arising in the normal conduct of its businesses, the outcomes of which, in the opinion of management after consultation with counsel, would not have a material effect on A&B’s consolidated financial statements as a whole.

16. DERIVATIVE INSTRUMENTS

The Company is exposed to interest rate risk related to its variable interest debt. The Company balances its cost of debt and exposure to interest rates primarily through its mix of fixed and variable rate debt. From time to time, the Company may use interest rate swaps to manage its exposure to interest rate risk.

As of December 31, 2013, the Company had a gross notional amount of $21.6 million related to interest rate swaps that were assumed in connection with acquisitions, in which the floating rates are swapped for fixed rates. The table below presents the fair value of derivative financial instruments, which are included in Other non-current liabilities in the consolidated balance sheets (in millions):

	As of December 31,
	2013		2012
Interest rate swap liability - floating to fixed rate	$	2.8	$	—

The Company recorded in Interest income and other in the consolidated statements of income, $0.2 million of income in 2013 related to the change in fair value of the interest rate swaps. There were no amounts recorded in 2012.

17. SEGMENT RESULTS

Operating segments are components of an enterprise that engage in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Company’s chief operating decision maker is its Chief Executive Officer. Based on the foregoing, the Company has four segments that operate in three industries: Real Estate, Natural Materials and Construction and Agribusiness.

The Real Estate Industry consists of two operating segments. The Real Estate Development and Sales segment generates its revenues through the investment in and development and sale of land and commercial and residential properties. The Real Estate Leasing segment owns, operates, and manages retail, office, and industrial properties in Hawaii and on the Mainland. When property that was previously leased is sold, the sales revenue and operating profit are included with the Real Estate Sales segment.

Natural Materials and Construction, which contains one segment and includes the results of Grace from the date of acquisition, mines, processes, and sells basalt aggregate; imports sand and aggregates for sale and use; imports and markets liquid asphalt; manufactures and markets asphaltic concrete; performs asphalt paving as prime contractor and subcontractor; manufactures

99

and supplies precast/prestressed concrete products; and provides various construction- and traffic-control- related products and services.

Agribusiness, which consists of one segment, grows sugar cane; produces bulk raw sugar, specialty food-grade sugars, and molasses; markets and distributes specialty food-grade sugars; provides general trucking services, mobile equipment maintenance and repair services in Hawaii; and generates and sells, to the extent not used in the Company’s operations, electricity.

The accounting policies of the operating segments are described in the summary of significant accounting policies. Reportable segments are measured based on operating profit, exclusive of interest expense, general corporate expenses, and income taxes. Transactions between reportable segments are accounted for on the same basis as transactions with unrelated third parties.

Raw sugar revenues from the Company’s largest customer, C&H Sugar Company, Inc., exceeded 10 percent of total consolidated revenues and totaled $87.6 million, $117.5 million, and $93.2 million in 2013, 2012, and 2011, respectively.

100

Operating segment information for 2013, 2012, and 2011 is summarized as below (in millions):

For the Year Ended December 31,	2013			2012			2011
Revenue:
Real Estate:
Leasing	$	110.4		$	100.6		$	99.7
Development and Sales	423.0			32.2			59.8
Less amounts reported in discontinued operations1	(369.2		)	(45.3		)	(81.9		)
Natural materials and construction	54.9			—			—
Agribusiness	146.1			182.3			157.5
Reconciling items2	—			(8.3		)	—
Total revenue	$	365.2		$	261.5		$	235.1
Operating Profit (Loss)
Real Estate1:
Leasing	$	43.4		$	41.6		$	39.3
Development and Sales3	44.4			(4.4		)	15.5
Less amounts reported in discontinued operations1	(36.7		)	(21.1		)	(38.8		)
Natural materials and construction4	2.9			—			—
Agribusiness	10.7			20.8			22.2
Total operating profit	64.7			36.9			38.2
Interest Expense	(19.1		)	(14.9		)	(17.1		)
General Corporate Expenses	(17.4		)	(15.1		)	(19.9		)
Separation/Acquisition Costs	(4.6		)	(6.8		)	—
Income From Continuing Operations Before Income Taxes	23.6			0.1			1.2
Income Tax Expense (benefit)	8.5			(7.6		)	1.0
Income From Continuing Operations	15.1			7.7			0.2
Income From Discontinued Operations (net of income taxes)	22.3			12.8			23.3
Net Income	37.4			20.5			23.5
Income Attributable to Noncontrolling Interest	(0.5		)	—			—
Net Income Attributable to A&B	$	36.9		$	20.5		$	23.5

¹  Amounts recast to reflect discontinued operations.

²  Represents the sale of a 286-acre parcel in 2012 classified as "Gain on sale of agricultural parcel" in the consolidated statements of income, but reflected as revenue for segment reporting purposes.

³  The Real Estate Development and Sales segment includes approximately $4.2 million, $(8.3) million, and ($7.9) million in equity in (loss) earnings from its various real estate joint ventures for 2013, 2012, and 2011, respectively. Included in operating profit are non-cash impairment and equity losses of $6.3 million related to the consolidation of The Shops at Kukui'ula in 2013, $9.8 million (Bakersfield joint venture and Santa Barbara real estate project) in 2012 and $6.4 million (Waiawa real estate joint venture) in 2011.

⁴  Includes the results of Grace from the acquisition date of October 1, 2013 through December 31, 2013.

101

As of December 31,	2013		2012		2011
Identifiable Assets:
Real Estate:
Leasing	$	1,113.4	$	771.3	$	772.0
Development and Sales5	640.9		504.8		451.5
Agribusiness	160.0		149.9		157.8
Natural materials and construction	358.7		—		—
Other	12.2		11.3		5.3
Total assets	$	2,285.2	$	1,437.3	$	1,386.6
Capital Expenditures:
Real Estate:
Leasing6	$	488.5	$	23.1	$	43.6
Development and Sales7	0.1		—		5.2
Agribusiness8	11.8		31.7		10.5
Natural materials and construction	4.8		—		—
Other	0.1		—		—
Total capital expenditures	$	505.3	$	54.8	$	59.3
Depreciation and Amortization:
Real Estate:
Leasing1	$	24.3	$	22.0	$	21.6
Development and Sales	0.2		0.2		0.2
Agribusiness	11.7		11.6		11.9
Natural materials and construction	4.4		—		—
Other	1.1		1.3		1.1
Total depreciation and amortization	$	41.7	$	35.1	$	34.8

⁵  The Real Estate Development and Sales segment includes approximately $335.0 million, $319.7 million, and $290.1 million related to its investment in various real estate joint ventures as of December 31, 2013, 2012, and 2011, respectively.

⁶  Represents gross capital additions to the leasing portfolio, including gross tax-deferred property purchases, but excluding the assumption of debt, that are reflected as non-cash transactions in the Consolidated Statements of Cash Flows.

⁷  Excludes expenditures for real estate developments held for sale which are classified as Cash Flows from Operating Activities within the Consolidated Statements of Cash Flows and excludes investment in joint ventures classified as Cash Flows from Investing Activities. Operating cash flows for expenditures related to real estate developments were $150.6 million, $37.2 million, and $13.8 million for 2013, 2012, and 2011, respectively. Investments in joint ventures were $22.2 million, $17.4 million, and $27.9 million in 2013, 2012, and 2011, respectively.

⁸ Includes $21.8 million of capital in 2012 related to the Company’s Port Allen solar project before tax credits.

102

Unaudited quarterly segment results for the years ended December 31, 2013 and 2012 were as follows (in millions):

	2013
(Unaudited)	Q1			Q2			Q3			Q4
Revenue:
Real Estate:
Leasing	$	26.3		$	26.2		$	27.5		$	30.4
Development and Sales	15.4			1.4			47.4			358.8
Less amounts reported in discontinued operations1	(23.6		)	(8.4		)	(45.9		)	(291.3		)
Natural materials and construction	—			—			—			54.9
Agribusiness	14.7			43.5			35.9			52.0
Reconciling items	—			—			—			—
Total revenue	$	32.8		$	62.7		$	64.9		$	204.8
Operating Profit (Loss)
Real Estate1:
Leasing	$	10.9		$	10.6		$	11.2		$	10.7
Development and Sales3	2.4			(0.7		)	4.6			38.1
Less amounts reported in discontinued operations1	(8.2		)	(3.8		)	(11.8		)	(12.9		)
Natural materials and construction	—			—			—			2.9
Agribusiness	3.8			8.3			2.2			(3.6		)
Total operating profit	8.9			14.4			6.2			35.2
Interest Expense	(3.6		)	(3.9		)	(4.2		)	(7.4		)
General Corporate Expenses	(4.4		)	(3.7		)	(3.4		)	(5.9		)
Grace Acquisition Costs	(1.0		)	(1.5		)	(2.0		)	(0.1		)
Income (Loss) From Continuing Operations Before Income Taxes	(0.1		)	5.3			(3.4		)	21.8
Income Tax Expense (Benefit)	(0.1		)	2.6			(0.6		)	6.6
Income (Loss) From Continuing Operations	—			2.7			(2.8		)	15.2
Income From Discontinued Operations (net of income taxes)	5.0			2.3			7.2			7.8
Net Income	5.0			5.0			4.4			23.0
Income Attributable to Noncontrolling Interest	—			—			—			(0.5		)
Net Income Attributable to A&B	$	5.0		$	5.0		$	4.4		$	22.5

Earnings Per Share Attributable to A&B:
	Basic	$	0.12	$	0.11	$	0.10	$	0.46
	Diluted	$	0.12	$	0.11	$	0.10	$	0.46
Weighted average shares:
	Basic	43.0		43.1		43.1		48.6
	Diluted	43.6		43.7		43.8		49.2

103

	2012
(Unaudited)	Q1			Q2			Q3			Q4
Revenue:
Real Estate:
Leasing	$	25.5		$	25.5		$	24.9		$	24.7
Development and Sales	11.4			7.0			8.4			5.4
Less amounts reported in discontinued operations1	(18.3		)	(9.1		)	(9.0		)	(8.9		)
Agribusiness	13.6			39.9			67.9			60.9
Reconciling items2	—			—			(8.3		)	—
Total revenue	$	32.2		$	63.3		$	83.9		$	82.1
Operating Profit (Loss)
Real Estate1:
Leasing	$	10.7		$	10.5		$	10.2		$	10.2
Development and Sales3	0.9			(9.9		)	3.3			1.3
Less amounts reported in discontinued operations1	(8.4		)	(4.3		)	(4.2		)	(4.2		)
Natural materials and construction	—			—			—			—
Agribusiness	3.5			7.0			9.1			1.2
Total operating profit	6.7			3.3			18.4			8.5
Interest Expense	(4.1		)	(4.0		)	(3.6		)	(3.2		)
General Corporate Expenses	(4.7		)	(4.0		)	(3.0		)	(3.4		)
Separation Costs	(1.7		)	(4.4		)	(0.7		)	—
Income (Loss) From Continuing Operations Before Income Taxes	(3.8		)	(9.1		)	11.1			1.9
Income Tax Expense (benefit)	(1.5		)	(2.1		)	0.3			(4.3		)
Income (Loss) From Continuing Operations	(2.3		)	(7.0		)	10.8			6.2
Income From Discontinued Operations (net of income taxes)	5.1			2.6			2.6			2.5
Net Income (Loss)	2.8			(4.4		)	13.4			8.7
Income Attributable to Noncontrolling Interest	—			—			—			—
Net Income (Loss) Attributable to A&B	$	2.8		$	(4.4	)	$	13.4		$	8.7

Earnings Per Share Attributable to A&B:
	Basic	$	0.07	$	(0.10	)	$	0.31	$	0.20
	Diluted	$	0.07	$	(0.10	)	$	0.31	$	0.20
Weighted average shares:
	Basic	42.4		42.4			42.6		42.9
	Diluted	42.4		42.4			43.3		43.5

¹  Amounts recast to reflect discontinued operations.

²  Represents the sale of a 286-acre agricultural parcel in the third quarter of 2012 classified as "Gain on sale of agricultural parcel" in the consolidated statements of income, but reflected as revenue for segment reporting purposes.

³  The Real Estate Development and Sales segment operating profit includes non-cash impairment loss on consolidation of $6.3 million in the third quarter of 2013 related to the consolidation of The Shops at Kukui'ula and non-cash impairment and equity losses of $9.8 million in the second quarter of 2012 related to the Company’s Bakersfield and Santa Barbara real estate projects.

104

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

A. Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.

B. Internal Control over Financial Reporting

(a)    Management’s Annual Report on Internal Control Over Financial Reporting

The management of Alexander & Baldwin, Inc. has the responsibility for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the company;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

• 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 only provides reasonable assurance with respect to financial statement presentation and preparation and cannot provide absolute assurance that all control issues and instances of fraud, if any, will be detected. Management does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. Additionally, the design of a control system must consider the benefits of the controls relative to their costs. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013, but excluded from its assessment, the internal control over financial reporting at Grace Pacific, which was acquired on October 1, 2013 and whose financial statements constitute 15.7 percent of total assets and 15.0 percent of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (1992). Based on its assessment, management believes that, as of December 31, 2013, the Company’s internal control over financial reporting is effective. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on the Company’s internal control over financial reporting. That report appears below.

105

(b)    Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Alexander & Baldwin, Inc.

Honolulu, Hawaii

We have audited the internal control over financial reporting of Alexander & Baldwin, Inc. and subsidiaries (the "Company") as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management’s Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Grace Pacific, which was acquired on October 1, 2013 and whose financial statements constitute 15.7 percent of total assets and 15.0 percent of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2013. Accordingly, our audit did not include the internal control over financial reporting at Grace Pacific. The Company'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, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit 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. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel 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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 only in accordance with authorizations of management and directors of the company; and (3) 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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2013 of the Company and our report dated March 3, 2014expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ Deloitte & Touche LLP

Honolulu, Hawaii

March 3, 2014

106

(c)    Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s fiscal fourth quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

107

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

A.    Directors

For information about the directors of A&B, see the section captioned “Election of Directors” in A&B’s proxy statement for the 2014 Annual Meeting of Shareholders (“A&B’s 2014 Proxy Statement”), which section is incorporated herein by reference.

B.    Executive Officers

The name of each executive officer of A&B (in alphabetical order), age (in parentheses) as of February 15, 2014, and present and prior positions with A&B and business experience for the past five years are given below.

Generally, the term of office of executive officers is at the pleasure of the Board of Directors. For a discussion of compliance with Section 16(a) of the Exchange Act by A&B’s directors and executive officers, see the subsection captioned “Section 16(a) Beneficial Ownership Reporting Compliance” in A&B’s 2014 Proxy Statement, which subsection is incorporated herein by reference. For a discussion of change in control agreements between A&B and certain of A&B’s executive officers, and the Executive Severance Plan, see the subsections captioned “Other Potential Post-Employment Payments” in A&B’s 2014 Proxy Statement, which subsections are incorporated herein by reference.

References herein to “A&B Predecessor” are to Alexander & Baldwin, Inc. prior to its reorganization into Alexander & Baldwin Holdings, Inc.

Christopher J. Benjamin (50)

President and Chief Operating Officer of A&B, 6/12-present; President of Land Group, 9/11-6/12; President of A&B Properties, Inc., 9/11-present; Senior Vice President of A&B Predecessor, 7/05-8/11; Chief Financial Officer of A&B Predecessor, 2/04-8/11; Treasurer of A&B Predecessor, 5/06-8/11; Plantation General Manager, Hawaiian Commercial & Sugar Company, 3/09-3/11; first joined A&B Predecessor or a subsidiary in 2001.

Meredith J. Ching (57)

Senior Vice President (Government & Community Relations) of A&B, 6/12-present; Senior Vice President (Government & Community Relations) of A&B Predecessor, 6/07-6/12; Vice President of A&B Predecessor, 10/92-6/07; first joined A&B Predecessor or a subsidiary in 1982.

Nelson N. S. Chun (61)

Senior Vice President and Chief Legal Officer of A&B, 6/12-present; Senior Vice President and Chief Legal Officer of A&B Predecessor, 7/05-6/12; Vice President and General Counsel of A&B Predecessor, 11/03-6/05; first joined A&B Predecessor or a subsidiary in 2003.

Paul K. Ito (43)

Senior Vice President, Chief Financial Officer, Treasurer and Controller of A&B, 6/12-present; Vice President of A&B Predecessor, 4/07-6/12; Controller of A&B Predecessor, 5/06-6/12; Director, Internal Audit of A&B Predecessor, 4/05-4/06; first joined A&B Predecessor or a subsidiary in 2005.

Stanley M. Kuriyama (60)

Chairman and Chief Executive Officer of A&B, 6/12-present; Chief Executive Officer of A&B Predecessor, 1/10-6/12; President of A&B Predecessor, 10/08-6/12; President and Chief Executive Officer, A&B Land Group, 7/05-9/08; Chief Executive Officer and Vice Chairman of A & B Properties, Inc., 12/99-9/08; first joined A&B Predecessor or a subsidiary in 1992.

George M. Morvis (46)

Vice President (Corporate Development) of A&B 6/12-present; Vice President (Corporate Development) of A&B Predecessor 1/12-6/12; Managing Director of Financial Shares Corporation, 10/94-1/12; President and CEO of F.S.C. Hawaii, Inc., 10/94-1/12; joined A&B Predecessor or a subsidiary in 2012.

108

C.    Corporate Governance

For information about the Audit Committee of the A&B Board of Directors, see the section captioned “Certain Information Concerning the Board of Directors” in A&B’s 2014 Proxy Statement, which section is incorporated herein by reference.

D.    Code of Ethics

For information about A&B’s Code of Ethics, see the subsection captioned “Code of Ethics” in A&B’s 2014 Proxy Statement, which subsection is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

See the section captioned “Executive Compensation” and the subsection captioned “Compensation of Directors” in A&B’s 2014 Proxy Statement, which section and subsection are incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

See the section captioned “Security Ownership of Certain Shareholders” and the subsection titled “Security Ownership of Directors and Executive Officers” in A&B’s 2014 Proxy Statement, which section and subsection are incorporated herein by reference. See the Equity Compensation Plan Information table in Item 5 of Part II.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

See the section captioned “Election of Directors” and the subsection captioned “Certain Relationships and Transactions” in A&B’s 2014 Proxy Statement, which section and subsection are incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Information concerning principal accountant fees and services appears in the section captioned “Ratification of Appointment of Independent Registered Public Accounting Firm” in A&B’s 2014 Proxy Statement, which section is incorporated herein by reference.

109

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

A.    Financial Statements

The financial statements are set forth in Item 8 of Part II above.

110

B.    Financial Statement Schedules

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

Alexander & Baldwin, Inc. and Subsidiaries

December 31, 2013

(in millions)			Initial Cost				Costs Capitalized Subsequent to Acquisition				Gross Amounts at Which Carried at Close of Period
Description	Encum- brances (1)		Land		Buildings and Improve- ments		Improve- ments		Carrying Costs		Land		Buildings and Improve-ments		Total		Accumulated Depreciation  (2)			Date of Construction	Date Acquired/ Completed
Real Estate Leasing Segment
Industrial
Kailua Industrial/Other (HI)	$	—	$	10.5	$	2.0	$	—	$	—	$	10.5	$	2.0	$	12.5	$	—		Various	2013
Komohana Industrial Park (HI)	—		25.2		10.8		0.4		—		25.2		11.2		36.4		(1.1		)	1990	2010
P&L Warehouse (HI)	—		—		—		1.0		—		—		1.0		1.0		(0.6		)	1970
Port Allen (HI)	—		—		0.7		1.9		—		—		2.6		2.6		(1.7		)	1985, 1993
Waipio Industrial (HI)	—		19.6		7.7		0.2		—		19.6		7.9		27.5		(1.1		)	1988-1989	2009
Midstate 99 Distribution Ctr. (CA)	11.5		2.7		29.6		1.1		—		2.7		30.7		33.4		(4.3		)	2002-2008	2008
Sparks Business Center (NV)	—		3.2		17.2		3.0		—		3.2		20.2		23.4		(6.6		)	1996-1998	2002
Office :
Mililani South (HI)	—		7.0		3.5		0.1		—		7.0		3.6		10.6		(0.2		)	1992 & 2006	2012
Judd Building (HI)	—		1.0		2.1		0.8		—		1.0		2.9		3.9		(1.2		)	1898/1979	2000
Kahului Office Building (HI)	—		1.0		0.4		5.3		—		1.0		5.7		6.7		(6.3		)	1974
Kahului Office Center (HI)	—		—		—		5.3		—		—		5.3		5.3		(3.2		)	1991
Lono Center (HI)	—		—		1.4		0.8		—		—		2.2		2.2		(1.2		)	1973	1991
Maui Clinic Building (HI)	—		—		—		0.5		—		—		0.5		0.5		(0.1		)	1958	2008
Stangenwald Building (HI)	—		1.8		1.0		1.1		—		1.8		2.1		3.9		(0.6		)	1901/1980	1996
Concorde Commerce Center (AZ)	—		3.9		20.9		5.8		—		3.9		26.7		30.6		(4.2		)	1998	2006
Deer Valley Financial Center (AZ)	—		3.4		19.2		2.7		—		3.4		21.9		25.3		(5.3		)	2001	2005
2890 Gateway Oaks (CA)	—		1.7		10.8		1.0		—		1.7		11.8		13.5		(2.5		)	1999	2006
Ninigret Office X and XI (UT)	—		3.1		17.7		3.0		—		3.1		20.7		23.8		(5.3		)	1999 & 2002	2006
1800/ 1820 Preston Park (TX)	—		4.5		19.9		4.4		—		4.5		24.3		28.8		(5.1		)	1997-1998	2006
2868 Prospect Park (CA)	—		2.9		18.1		8.1		—		2.9		26.2		29.1		(11.6		)	1998	1998
San Pedro Plaza (TX)	—		4.6		11.9		7.3		—		4.6		19.2		23.8		(9.0		)	1985	1998, 2000
Union Bank (WA)	—		3.4		10.5		0.4		—		3.4		10.9		14.3		(0.9		)	1993 & 2008	2011
Retail :
Gateway at Mililani Mauka (HI)	—		5.0		4.7		0.2		—		5.0		4.9		9.9		(0.3		)	2006 & 2013	2011
Kahului Shopping Center (HI)	—		—		—		2.4		—		—		2.4		2.4		(1.4		)	1951
Kailua Grocery Anchored (HI)	11.3		54.4		49.3		—		—		54.4		49.3		103.7		(0.1		)	Various	2013
Kailua Retail Other (HI)	—		29.6		26.7		—		—		29.6		26.7		56.3		—			Various	2013
Kaneohe Bay Shopping Ctr. (HI)	—		—		13.4		1.8		—		—		15.2		15.2		(4.6		)	1971	2001
Kunia Shopping Center (HI)	—		2.7		10.6		1.3		—		2.7		11.9		14.6		(3.0		)	2004	2002
Lahaina Square (HI)	—		4.6		3.7		0.3		—		4.6		4.0		8.6		(0.3		)	1973	2010
Lanihau Marketplace (HI)	—		9.4		13.2		0.4		—		9.4		13.6		23.0		(1.3		)	1987	2010
Maui Mall (HI)	—		0.1		9.2		16.6		—		0.1		25.8		25.9		(15.4		)	1971
Napili Plaza (HI)	—		9.4		8.0		—		—		9.4		8.0		17.4		(0.2		)	1991	2013
Pearl Highlands Center (HI)	61.8		43.4		96.2		—		—		43.4		96.2		139.6		(0.9		)	1993	2013
Port Allen Marina Ctr. (HI)	—		—		3.4		1.0		—		—		4.4		4.4		(1.7		)	2002
Waipio Shopping Center (HI)	—		24.0		7.6		0.3		—		24.0		7.9		31.9		(0.9		)	1986-2004	2009
Little Cottonwood Center (UT)	6.1		12.2		9.1		0.9		—		12.2		10.0		22.2		(1.0		)	1998-2008	2010
Royal MacArthur Center (TX)	—		3.5		10.1		1.5		—		3.5		11.6		15.1		(2.2		)	2006	2007
The Shops at Kuiui'ula (HI)	44.0		8.9		30.1		—		—		8.9		30.1		39.0		(0.2		)	2009	2013
Waianae Mall (HI)	19.9		17.4		10.1		0.7		—		17.4		10.8		28.2		(0.3		)	0.0	—
Wilshire Shopping Center (CO)	—		1.3		1.3		0.4		—		1.3		1.7		3.0		(0.9		)	0.0	—
Other:
Oahu Ground Leases (HI)	—		187.7		0.6		—		—		187.7		0.6		188.3		—			N/A	2013
Other miscellaneous investments	—		19.5		0.3		20.0		—		19.5		20.3		39.8		(10.1		)
Total	$	154.6	$	532.6	$	513.0	$	102.0	$	—	$	532.6	$	615.0	$	1,147.6	$	(116.9	)

111

(in millions)
Description	Encum-berances		Land		Buildings and Improve-ments		Improve- ments		Carrying Costs		Land		Buildings and Improve-ments		Total		Accumulated Depreciation
Real Estate Sales Segment
Brydeswood	$	—	$	—	$	—	$	2.4	$	—	$	—	$	2.4	$	2.4	$	—
The Collection	—		—		—		4.5		—		—		4.5		4.5		—
Maui Business Park II	—		—		—		53.6		—		—		53.6		53.6		—
Keola 'O Wailea (MF-11)	—		2.7		—		6.3		—		2.7		6.3		9.0		—
The Ridge at Wailea (MF-19)	—		1.9		—		6.6		—		1.9		6.6		8.5		—
Wailea B-1	—		4.6		—		—		—		4.6		—		4.6		—
Wailea MF-7	—		2.9		—		5.9		—		2.9		5.9		8.8		—
Aina ‘O Kane	—		—		—		1.2		—		—		1.2		1.2		—
Haliimaile	—		—		—		0.9		—		—		0.9		0.9		—
Kahala Portfolio	42.0		104.1		—		—		—		104.1		—		104.1		—
Kahului Town Center	—		—		—		2.2		—		—		2.2		2.2		—
Wailea SF-8	—		1.3		—		—		—		1.3		—		1.3		—
Wailea MF-6	—		5.8		—		—		—		5.8		—		5.8		—
Wailea MF-10	—		3.8		—		0.5		—		3.8		0.5		4.3		—
Wailea MF-16	—		2.7		—		—		—		2.7		—		2.7		—
Wailea, other	—		15.3		—		1.4		—		15.3		1.4		16.7		—
Santa Barbara	—		5.9		—		—		—		5.9		—		5.9		—
Kai'Olino	—		—		—		11.3		—		—		11.3		11.3		—
Grove Ranch	—		—		—		1.5		—		—		1.5		1.5		—
Waiale Community	—		—		—		1.3		—		—		1.3		1.3		—
Other Maui landholdings	—		—		—		2.5		—		—		2.5		2.5		—
Other Kauai landholdings	—		—		—		1.4		—		—		1.4		1.4		—
Total	$	42.0	$	151.0	$	—	$	103.5	$	—	$	151.0	$	103.5	$	254.5	$	—

(1) See Note 9 to consolidated financial statements.

(2) Depreciation is computed based upon the following estimated useful lives:

Building and improvements    10 – 40 years

Leasehold improvements    5 – 10 years (lesser of useful life or lease term)

Reconciliation of Real Estate (in millions)	2013			2012			2011
Balance at beginning of year	$	1,022.0		$	998.5		$	964.1
Additions and improvements	758.5			63.2			70.7
Impairments	—			(5.1		)	—
Dispositions, retirements and other adjustments	(378.4		)	(34.6		)	(36.3		)
Balance at end of year	$	1,402.1		$	1,022.0		$	998.5

Reconciliation of Accumulated Depreciation (in millions)	2013			2012			2011
Balance at beginning of year	$	133.8		$	115.9		$	107.2
Depreciation expense	19.5			18.3			17.9
Dispositions, retirements and other adjustments	(36.4		)	(0.4		)	(9.2		)
Balance at end of year	$	116.9		$	133.8		$	115.9

112

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Alexander & Baldwin, Inc.

Honolulu, Hawaii

We have audited the consolidated financial statements of Alexander & Baldwin, Inc. and subsidiaries (the "Company") as of December 31, 2013 and 2012, and for each of the three years in the period ended December 31, 2013, and the Company's internal control over financial reporting as of December 31, 2013, and have issued our reports thereon dated March 3, 2014; such consolidated financial statements and reports are included elsewhere in this Form 10-K. Our audits also included the financial statement schedule of the Company listed in Item 15. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Honolulu, Hawaii

March 3, 2014

113

C.    Exhibits Required by Item 601 of Regulation S-K

Exhibits not filed herewith are incorporated by reference to the exhibit number and previous filing shown in parentheses. All previous exhibits were filed with the Securities and Exchange Commission in Washington, D.C. Exhibits filed pursuant to the Securities Exchange Act of 1934 were filed under file number 001-34187. Shareholders may obtain copies of exhibits for a copying and handling charge of $0.15 per page by writing to Alyson J. Nakamura, Secretary, Alexander & Baldwin, Inc., P. O. Box 3440, Honolulu, Hawaii 96801.

2.    Plan of acquisition, reorganization, arrangement, liquidation or succession.

2.a.  Separation and Distribution Agreement by and between Alexander & Baldwin Holdings, Inc. and A & B II, Inc., dated June 8, 2012 (Exhibit 2.1 to Amendment No. 4 to Form 10 filed on June 8, 2012).

2.b. Agreement and Plan of Merger by and among Alexander & Baldwin, Inc., A&B II, LLC, Grace Pacific Corporation, GPC Holdings, Inc. and David C. Hulihee, dated June 6, 2013 (incorporated by reference to Annex A to Amendment No. 2 to Form S-4 filed on August 20, 2013).

3.    Articles of incorporation and bylaws.

3.a.  Amended and Restated Articles of Incorporation of the Registrant (as amended through June 4, 2012) (Exhibit 3.1 to Amendment No. 4 to Form 10 filed on June 8, 2012).

3.b.  Amended and Restated Bylaws of the Registrant (as amended through June 4, 2012) (Exhibit 3.2 to Amendment No. 4 to Form 10 filed on June 8, 2012).

3.c.  Resolutions of the Board of Directors of A & B II, Inc. authorizing Series A Junior Participating Preferred Stock (Exhibit 3.1 to Form 8-K, dated June 8, 2012).

4.    Instruments defining rights of security holders, including indentures.

4.a.  Rights Agreement, dated June 8, 2012, between A & B II, Inc. and Computershare Shareowner Services LLC, as Rights Agent (including the Form of Rights Certificate as Exhibit B and the Form of Summary of Rights to Purchase Preferred Stock as Exhibit C) (Exhibit 3.1 to Form 8-K, dated June 8, 2012).

10.    Material contracts.

10.a. (i)  Transition Services Agreement by and between Alexander & Baldwin Holdings, Inc. and A & B II, Inc., dated June 8, 2012 (Exhibit 10.1 to Amendment No. 4 to Form 10 filed on June 8, 2012).

(ii)  Employee Matters Agreement by and between Alexander & Baldwin Holdings, Inc. and A & B II, Inc., dated June 8, 2012 (Exhibit 10.2 to Amendment No. 4 to Form 10 filed on June 8, 2012).

(iii)  Tax Sharing Agreement by and between Alexander & Baldwin Holdings, Inc. and A & B II, Inc., dated June 8, 2012 (Exhibit 10.3 to Amendment No. 4 to Form 10 filed on June 8, 2012).

(iv)  Contract for the Delivery and Sale of Raw Sugar, dated October 7, 2009, by and between Hawaiian Sugar & Transportation Cooperative and C&H Sugar Company, Inc. (Exhibit 10.4 to Amendment No. 2 to Form 10 filed on May 21, 2012).

(v)  Amendment to Contract for the Delivery and Sale of Raw Sugar, dated December 6, 2011, by and between Hawaiian Sugar & Transportation Cooperative and C&H Sugar Company, Inc. (Exhibit 10.5 to Amendment No. 2 to Form 10 filed on May 21, 2012).

(vi)  Amended and Restated Operating Agreement of Kukui`ula Development Company (Hawaii), LLC, dated May 1, 2009, by and between KDC, LLC, a Hawaii limited liability company, and DMB Kukui`ula LLC, an Arizona limited liability company (Exhibit 10.6 to Amendment No. 2 to Form 10 filed on May 21, 2012).

(vii)  First Amendment to the Amended and Restated Operating Agreement of Kukui`ula Development Company (Hawaii), LLC, dated September 28, 2010, by and between KDC, LLC, a Hawaii limited liability company, and DMB Kukui`ula LLC, an Arizona limited liability company (Exhibit 10.7 to Amendment No. 2 to Form 10 filed on May 21, 2012).

(viii)  Second Amendment to the Amended and Restated Operating Agreement of Kukui`ula Development Company (Hawaii), LLC, dated July 20, 2011, by and between KDC, LLC, a Hawaii limited liability company, and DMB

114

Kukui`ula LLC, an Arizona limited liability company (Exhibit 10.8 to Amendment No. 2 to Form 10 filed on May 21, 2012).

(ix)  General Contract of Indemnity, among Alexander & Baldwin, Inc., Kukui`ula Development Company (Hawaii), LLC, DMB Kukui`ula LLC, and DMB Communities LLC, in favor of Travelers Casualty and Surety Company of America, dated June 13, 2006 (incorporated by reference to Exhibit 10.1 to Alexander & Baldwin, Inc.’s Form 8-K dated June 14, 2006 (File No. 000-00565)).

(x)  Mutual Indemnification Agreement, among Kukui`ula Development Company (Hawaii), LLC, DMB Kukui`ula LLC, DMB Communities LLC, and Alexander & Baldwin, Inc., dated June 14, 2006 (incorporated by reference to Exhibit 10.2 to Alexander & Baldwin, Inc.’s Form 8-K dated June 14, 2006 (File No. 000-00565)).

(xi)  General Agreement of Indemnity, among Alexander & Baldwin, Inc., Kukui`ula Development Company (Hawaii), LLC, and DMB Communities LLC, in favor of Safeco Insurance Company of America, dated August 30, 2006 and entered into September 5, 2006 (incorporated by reference to Exhibit 10.1 to Alexander & Baldwin, Inc.’s Form 8-K dated September 5, 2006 (File No. 000-00565)).

(xii)  Mutual Indemnification Agreement, among Kukui`ula Development Company (Hawaii), LLC, DMB Kukui`ula LLC, DMB Communities LLC, and Alexander & Baldwin, Inc., dated August 30, 2006 and entered into September 5, 2006 (incorporated by reference to Exhibit 10.2 to Alexander & Baldwin, Inc.’s Form 8-K dated September 5, 2006 (File No. 000-00565)).

(xiii)  Credit Agreement between Alexander & Baldwin, LLC (formerly known as Alexander & Baldwin, Inc.), First Hawaiian Bank, Bank of America, N.A. and the other lenders party thereto, dated as of June 4, 2012 (Exhibit 10.2 to Form 8-K, dated June 4, 2012).

(xiv)  Amended and Restated Note Purchase and Private Shelf Agreement among Alexander & Baldwin, LLC (formerly known as Alexander & Baldwin, Inc.), Prudential Investment Management, Inc. and the other purchasers party thereto, dated as of June 4, 2012 (Exhibit 10.1 to Form 8-K, dated June 4, 2012).

(xv)  Modification to Amended and Restated Note Purchase and Private Shelf Agreement among Alexander & Baldwin, LLC, Alexander & Baldwin, Inc., Prudential Investment Management, Inc. and the other purchasers party thereto, dated as of September 27, 2013 (Exhibit 10.a.(xviii) to Alexander & Baldwin, Inc.’s Form 10-Q for the quarter ended September 30, 2013).

(xvi) Limited Guaranty among A & B Properties, Inc., First Hawaiian Bank, Wells Fargo Bank N.A., Bank of Hawaii, and Central Pacific Bank, dated as of November 30, 2012 (Exhibit 10.1 to Form 8-K, dated December 4, 2012).

(xvii)  Completion Guaranty among A & B Properties, Inc., First Hawaiian Bank, Wells Fargo Bank N.A., Bank of Hawaii, and Central Pacific Bank, dated as of November 30, 2012 (Exhibit 10.2 to Form 8-K, dated December 4, 2012).

(xviii)  Note and Mortgage Assumption Agreement, dated January 15, 2013, among U.S. Bank National Association, as trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-IQ11, TNP SRT Waianae Mall, LLC, and A&B Waianae LLC (Exhibit 10.a.(xx) to Form 10-K for the year ended December 31, 2012).

(xix)  Loan Assumption and Amendment to Loan Documents, among PHSC Holdings, LLC, ABP Pearl Highlands LLC, Pearl Highlands LLC, and The Northwestern Mutual Life Insurance Company, dated September 17, 2013 (Exhibit 10.a.(xxii) to Form 10-Q for the quarter ended September 30, 2013).

(xx) Form of Lock-Up Agreement by and among Alexander & Baldwin, Inc., A&B II, LLC and the shareholder, dated June 6, 2013 (incorporated by reference to Exhibit 10.2 to Form S-4 filed July 5, 2013).

(xxi) Purchase and Sale Agreement and Joint Escrow Instructions, dated October 18, 2013, between Castle Family LLC, Castle 1974 LLC, Castle Residuary LLC, and Castle Kaopa LLC, on one hand, and Alexander & Baldwin, Inc., on the other (Exhibit 10.1 to Form 8-K, dated November 19, 2013).

(xxii) First Amendment of Purchase and Sale Agreement and Joint Escrow Instructions, dated November 18, 2013, between Castle Family LLC, Castle 1974 LLC, Castle Residuary LLC, and Castle Kaopa LLC, on one hand, and Alexander & Baldwin, Inc., on the other (Exhibit 10.2 to Form 8-K, dated November 19, 2013).

(xxiii) Purchase and Sale Agreement and Joint Escrow Instructions, dated October 18, 2013, between Harold K. L Castle Foundation and Alexander & Baldwin, Inc. (Exhibit 10.3 to Form 8-K, dated November 19, 2013).

115

(xxiv) First Amendment of Purchase and Sale Agreement and Joint Escrow Instructions, dated November 18, 2013, between Harold K. L Castle Foundation and Alexander & Baldwin, Inc. (Exhibit 10.4 to Form 8-K, dated November 19, 2013).

(xxv)  Term Loan Agreement among Kukui`ula Village LLC, Bank of America, N.A., and the other financial institutions party thereto, dated as of November 5, 2013 (Exhibit 10.a.(xxv) to Alexander & Baldwin, Inc.’s Form 10-K for the year ended December 31, 2013).

(xxvi)  Real Estate Term Loan Agreement among Kukui`ula Village LLC, Kukui`ula Development Company (Hawaii), LLC, Bank of America, N.A., and the other financial institutions party thereto, dated as of November 5, 2013 (Exhibit 10.a.(xxvi) to Alexander & Baldwin, Inc.’s Form 10-K for the year ended December 31, 2013).

^*10.b.1. (i)  Alexander & Baldwin, Inc. 2012 Incentive Compensation Plan (Exhibit 99.1 to Form S-8 filed on June 29, 2012).

(ii)  Form of Notice of Stock Option Grant (Exhibit 99.2 to Form S-8 filed on June 29, 2012).

(iii)  Form of Stock Option Agreement for Executive Employees (Exhibit 99.4 to Form S-8 filed on June 29, 2012).

(iv)  Form of Notice of Time-Based Restricted Stock Unit Grant (Exhibit 10.b.1.(iv) to Form 10-K for the year ended December 31, 2012).

(v)  Form of Time-Based Restricted Stock Unit Agreement for Executive Employees (Exhibit 10.b.1.(v) to Form 10-K for the year ended December 31, 2012).

(vi)  Form of Restricted Stock Unit Agreement for Non-Employee Directors (Exhibit 99.8 to Form S-8 filed on June 29, 2012).

(vii)  Form of Restricted Stock Unit Agreement for Non-Employee Directors (Deferral Election) (Exhibit 99.9 to Form S-8 filed on June 29, 2012).

(viii)  Form of Notice of Performance-Based Restricted Stock Unit Grant (Exhibit 99.10 to Form S-8 filed on June 29, 2012).

(ix)  Form of Performance-Based Restricted Stock Unit Agreement for Executive Employees (Exhibit 99.12 to Form S-8 filed on June 29, 2012).

(x)  Form of Universal Stock Option Agreement for Substitute Options—Executive Officers (2007 Plan) (Exhibit 99.13 to Form S-8 filed on June 29, 2012).

(xi)  Form of Universal Stock Option Agreement for Substitute Options (1998 Plan) (Exhibit 99.15 to Form S-8 filed on June 29, 2012).

(xii)  Form of Universal Stock Option Agreement for Substitute Options (1998 Non-employee Director Plan) (Exhibit 99.16 to Form S-8 filed on June 29, 2012).

(xiii)  Form of Universal Restricted Stock Unit Award Agreement for Substitute Awards—Executive Officer (2007 Plan) (Exhibit 99.17 to Form S-8 filed on June 29, 2012).

(xiv)  Form of Universal Restricted Stock Unit Award Agreement for Substitute Awards—Non-employee Board Member (Exhibit 99.19 to Form S-8 filed on June 29, 2012).

(xv)  Form of Universal Restricted Stock Unit Award Agreement for Substitute Awards—Non-employee Board Member (Deferral Elections) (Exhibit 99.20 to Form S-8 filed on June 29, 2012).

(xvi)  Form of Restricted Stock Unit Award Agreement for Substitute 2012 Performance-Based Award—Executive Officer (Exhibit 99.21 to Form S-8 filed on June 29, 2012).

(xvii)  Form of Notice of Award of Performance Share Units (Exhibit 10.2 to Form 8-K, dated January 28, 2013).

(xviii)  Form of Performance Share Unit Award Agreement (Exhibit 10.1 to Form 8-K, dated January 28, 2013).

(xix)  Form of Letter Agreement (Exhibit 10.1 to Form 8-K, dated June 28, 2012).

(xx)  Alexander & Baldwin, Inc. Executive Severance Plan (Exhibit 10.2 to Form 8-K, dated June 28, 2012).

116

(xxi)  Alexander & Baldwin, Inc. One-Year Performance Improvement Incentive Plan (Exhibit 10.3 to Form 8-K, dated January 28, 2013).

(xxii)  Alexander & Baldwin, Inc. Excess Benefits Plan (Exhibit 10.4 to Form 8-K, dated June 28, 2012).

(xxiii)  Amendment No. 1 to the Alexander & Baldwin, Inc. Excess Benefits Plan, effective as of March 1, 2013 (Exhibit 10.b.1(xxiii) to Form 10-Q for the quarter ended March 31, 2013).

(xxiv)  Alexander & Baldwin, Inc. Deferred Compensation Plan for Outside Directors (Exhibit 10.b.1(xxii) to Form 10-Q for the quarter ended June 30, 2012).

(xxv)  Alexander & Baldwin, Inc. Retirement Plan for Outside Directors (Exhibit 10.b.1(xxiii) to Form 10-Q for the quarter ended June 30, 2012).

(xxvi)  Amendment No. 1 to the Alexander & Baldwin, Inc. Retirement Plan for Outside Directors, effective as of March 1, 2013 (Exhibit 10.b.1(xxvi) to Form 10-Q for the quarter ended March 31, 2013).

(xxvii)  Letter Agreement, dated October 22, 2009, between Alexander & Baldwin, Inc. and W. Allen Doane (incorporated by reference to Exhibit 10.b.1.(lxxii) to Alexander & Baldwin, Inc.’s Form 10-K for the year ended December 31, 2009)).

21. Subsidiaries.

21.    Alexander & Baldwin, Inc. Subsidiaries as of February 1, 2014.

23. Consent of Deloitte & Touche LLP dated March 3, 2014.

31.1 Certification of Chief Executive Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

95. Mine Safety Disclosure

117

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALEXANDER & BALDWIN, INC.
	(Registrant)
Date: March 3, 2014	By: /s/ Stanley M. Kuriyama
	Stanley M. Kuriyama, Chairman of the Board
	and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Stanley M. Kuriyama	Chairman of the Board	March 3, 2014
Stanley M. Kuriyama	and Chief Executive Officer
/s/ Paul K. Ito	Senior Vice President,	March 3, 2014
Paul K. Ito	Chief Financial Officer, Treasurer and Controller
/s/ W. Allen Doane	Director	March 3, 2014
W. Allen Doane
/s/ Walter A. Dods, Jr.	Director	March 3, 2014
Walter A. Dods, Jr.
/s/ Robert S. Harrison	Director	March 3, 2014
Robert S. Harrison
/s/ David C. Hulihee	Director	March 3, 2014
David C. Hulihee
/s/ Charles G. King	Director	March 3, 2014
Charles G. King
/s/ Douglas M. Pasquale	Director	March 3, 2014
Douglas M. Pasquale
/s/ Michele K. Saito	Director	March 3, 2014
Michele K. Saito
/s/ Jeffrey N. Watanabe	Lead Director	March 3, 2014
Jeffrey N. Watanabe
/s/ Eric K. Yeaman	Director	March 3, 2014
Eric K. Yeaman

118

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement No. 333-182419 on Form S-8 of our reports relating to the consolidated financial statements of Alexander & Baldwin, Inc. and subsidiaries and the effectiveness of Alexander & Baldwin, Inc. and subsidiaries’ internal control over financial reporting dated March 3, 2014, appearing in the Annual Report on Form 10-K of Alexander & Baldwin, Inc for the year ended December 31, 2013.

/s/ Deloitte & Touche LLP

Honolulu, Hawaii

March 3, 2014

119

EX-10.AXXV

Real Estate Term Loan Agreement

among

Kukui‘ula Village LLC,

a Delaware limited liability company,

Kukui‘ula Development Company (Hawaii), LLC,

a Hawaii limited liability company,

Bank of America, N.A.,

as Administrative Agent,

and

The Other Financial Institutions

Party Hereto

Dated as of November 5, 2013

i

REAL ESTATE TERM LOAN AGREEMENT

This Real Estate Term Loan Agreement (“Agreement”) is made by and among each lender from time to time a party hereto (individually, a “Lender” and collectively, the “Lenders”), Bank of America, N.A., a national banking association, as Administrative Agent, Kukui‘ula Village LLC, a Delaware limited liability company (“Borrower”), and Kukui‘ula Development Company (Hawaii), LLC, a Hawaii limited liability company (“Development”), who agree as follows:

Article 1.THE LOAN

1.1General Information and Exhibits. This Agreement includes the Exhibits listed below, all of which Exhibits are attached hereto and made a part hereof for all purposes. Borrower and Lenders agree that if any Exhibit to be attached to this Agreement contains blanks, the same shall be completed correctly and in accordance with this Agreement prior to or at the time of the execution and delivery thereof.

Exhibit A	Legal Description of the Land
Exhibit B	Definitions
Exhibit C	Conditions Precedent to Recording of the Mortgages
Exhibit D	Survey Requirements
Exhibit E	Leasing and Tenant Matters and attached Schedule 1
Exhibit F	Assignment and Assumption
Exhibit G	Mortgage Note
Exhibit H	Schedule of Lenders
Exhibit I	Post-Closing Obligations
Exhibit J	Compliance Certificate
Exhibit K	Swap Contracts

The Exhibits contain other terms, provisions and conditions applicable to the Loan. Capitalized terms used in this Agreement shall have the meanings assigned to them in the Definitions set forth in Exhibit B. This Agreement, the other Loan Documents and the Environmental Agreement, which must be in form, detail and substance satisfactory to Lenders, evidence the agreements of Borrower and Lenders with respect to the Loan. Borrower shall comply with all of the Loan Documents and the Environmental Agreement.

1.2Purpose. The proceeds of the Loan shall be used by Borrower to (a) restructure certain existing loans, and (b) pay certain fees, costs and expenses relating to the Loan.

1.3Commitment to Lend. Borrower agrees to borrow from each Lender, and each Lender severally agrees to make a single advance of its Pro Rata Share of the Loan proceeds to Borrower. The Loan is not revolving. Any amount repaid may not be reborrowed.

1.4Evidence of Debt. The amount of the Loan funded by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by Administrative Agent in the ordinary course of business. The account or records maintained by Administrative Agent and each Lender shall be conclusive absent manifest error of the amounts of the Loan funded by Lenders to Borrower and the interest

and payments thereon. Any failure to record such amounts, interest or payments or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to the Indebtedness. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records.

ARTICLE 2.INTEREST RATES, ADVANCES AND PAYMENTS

2.1Interest Rates. The Principal Debt from day to day outstanding which is not past due shall bear interest at a rate per annum equal to the following: (a) from the Effective Date until the date on which Borrower elects to enter into a Swap Contract with a Swap Counterparty, the LIBOR Daily Floating Rate plus 2.85%; and (b) from the date on which Borrower elects to enter into a Swap Contract with a Swap Counterparty and all times thereafter, the 30-Day LIBOR Rate.

2.2Computations and Determinations. All interest shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day). Administrative Agent shall determine each interest rate applicable to the Principal Debt in accordance with this Agreement and its determination thereof shall be conclusive in the absence of manifest error. The books and records of Administrative Agent shall be primafacie evidence of all sums owing to Lenders from time to time under the Loan, but the failure to record any such information shall not limit or affect the obligations of Borrower under the Loan Documents.

2.3Unavailability of Rate. If Administrative Agent or the Required Lenders determine that no adequate basis exists for determining the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate or that the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate will not adequately and fairly reflect the cost to Lenders of funding or maintaining the Loan, and Administrative Agent so notifies Borrower and Lenders, then, until Administrative Agent notifies Borrower and Lenders that the circumstances giving rise to such determination no longer exist, the Principal Debt from day to day outstanding which is not past due shall bear interest from the date Administrative Agent so notifies Borrower until the Maturity Date of the Notes (whether by acceleration, declaration, extension or otherwise) at a fluctuating rate of interest equal to Prime Rate plus one percent (1.00%) per annum. In addition, with respect to the LIBOR Daily Floating Rate and the 30-Day LIBOR Rate, if any Lender determines, and notifies Administrative Agent and Borrower, that any applicable Law or any request or directive (whether or not having the force of Law) of any Tribunal or compliance therewith by the Lender prohibits or restricts or makes impossible the making or maintaining the Loan at the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate or the charging of interest at the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate, then until the Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of the Lender to fund the Loan at the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate shall be suspended, and (b) all existing principal of the Loan funded by such Lender shall automatically bear interest at the Prime Rate plus two percent (2.00%) per annum, immediately. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of the Lender, otherwise be materially disadvantageous to the Lender.

2.4Past Due Rate. If any amount payable by Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), such amount shall thereafter bear interest at a

2

fluctuating interest rate per annum at all times equal to the Past Due Rate to the fullest extent permitted by applicable Law. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable on demand, at a rate per annum (the “Past Due Rate”) equal to eight and one-half percent (8.50%) plus the higher of (a) the Prime Rate, or (b) the LIBOR Daily Floating Rate.

2.5Prepayment. Borrower may prepay the principal balance of the Notes, in full at any time or in part from time to time, provided that: (i) Administrative Agent shall have actually received from Borrower prior written notice of Borrower’s intent to prepay, the amount of principal that will be prepaid (the “Prepaid Principal”), and the date on which the prepayment will be made; (ii) each prepayment shall be in the amount of $1,000 or larger integral multiple of $1,000 (unless the prepayment retires the outstanding balance of the Loan in full); and (iii) each prepayment shall be in the amount of 100% of the Prepaid Principal, plus accrued unpaid interest thereon to the date of prepayment, plus any other sums which have become due to Administrative Agent and Lenders under the Loan Documents on or before the date of prepayment but which have not been paid; subject, however, to any termination requirements that may be applicable should Borrower elect to enter into a Swap Contract with a Swap Counterparty as provided herein.

2.6Late Charges. If Borrower fails to make any monthly payment under the terms of this Agreement within fifteen (15) days after the date such payment is due, Borrower shall pay to the applicable Lender or Lenders on demand a late charge equal to four percent (4%) of such payment. Such fifteen (15) day period shall not be construed as in any way extending the due date of any payment. The “late charge” is imposed for the purpose of defraying the expenses of a Lender incident to handling such delinquent payment. This charge shall be in addition to, and not in lieu of, any other remedy Lenders may have and is in addition to any fees and charges of any agents or attorneys which Administrative Agent or Lenders may employ upon the occurrence of a Default, whether authorized herein or by Law. Borrower will pay this late charge only once on any late payment.

2.7Payment Schedule and Maturity Date The entire principal balance of the Loan then unpaid and all accrued interest then unpaid shall be due and payable in full on the Maturity Date. Accrued unpaid interest shall be due and payable on the first day of the first calendar month after the date of this Agreement and on the first day of each calendar month thereafter until all principal and accrued interest owing on this Loan shall have been fully paid and satisfied. In addition, commencing on the first day of January, 2014, and continuing on the first day of each fiscal quarter thereafter, Borrower shall make quarterly payments of principal in the amount of $865,000, each, plus all accrued but unpaid interest; provided that such quarterly payments shall be permanently reduced to the amount of $500,000 per quarter from and after the date that the Retail Project achieves a Debt Service Coverage Ratio of at least 1.20 to 1.

2.8Taxes.

(a)Any and all payments by Borrower to or for the account of Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of Administrative Agent and any Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which Administrative Agent or such Lender, as the case may be, is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges and liabilities being included within the definition of “Taxes” herein). If Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to Administrative Agent or any Lender, (i) the sum payable shall be

3

increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.8), Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment, Borrower shall furnish to Administrative Agent (who shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof.

(b)In addition, Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).

(c)If Borrower shall be required by the Laws of any jurisdiction outside the United States to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to Administrative Agent or any Lender, Borrower shall also pay to such Lender or Administrative Agent (for the account of such Lender), at the time interest is paid, such additional amount that such Lender specifies is necessary to preserve the after-tax yield (after factoring in United States (federal and state) taxes imposed on or measured by net income) the Lender would have received if such deductions (including deductions applicable to additional sums payable under this Section 2.8) had not been made.

(d)Borrower agrees to indemnify Administrative Agent and each Lender for the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 2.8) paid by Administrative Agent and such Lender relating to any Loan Document and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Tribunal. Payment under this clause (d) shall be made within thirty (30) days after Administrative Agent or the Lender makes a demand therefor.

(e)Without prejudice to the survival of any other agreement of Borrower hereunder, the agreements and obligations of Borrower contained in this Section 2.8 shall survive the termination of the Commitments and the payment in full of all the other Indebtedness.

2.9Payments.

(a)All payments by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent not later than 12:00 p.m. (Administrative Agent’s Time) on the date specified herein. Administrative Agent shall distribute to each Lender, such funds as such Lender may be entitled to receive hereunder, (i) on or before 3:00 p.m. (Administrative Agent’s Time) on the day Administrative Agent receives such funds, if Administrative Agent has received such funds on or before 12:00 p.m. (Administrative Agent’s Time), or (ii) on or before 12:00 p.m. (Administrative Agent’s Time) on the Business Day following the day Administrative Agent receives such funds, if Administrative Agent receives such funds after 12:00 p.m. (Administrative Agent’s Time). If Administrative Agent fails to timely pay any amount to any Lender in accordance with this clause (a), Administrative Agent shall pay to such Lender

4

interest at the Federal Funds Rate on such amount, for each day from the day such amount was to be paid until it is paid to such Lender.

(b)Except as otherwise expressly provided herein, all payments by Borrower or any Lender shall be made to Administrative Agent at Administrative Agent’s Office not later than the time for such type of payment specified in this Agreement. All payments received after such time shall be deemed received on the next succeeding Business Day. All payments shall be made in immediately available funds in lawful money of the United States of America. Whenever any payment falls due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day.

(c)Upon satisfaction of any applicable terms and conditions set forth herein, Administrative Agent shall promptly make any amounts received in accordance with clause (b) above available in like funds received, if payable to any Lender, by wire transfer to such Lender at the address specified in the Schedule of Lenders.

(d)Unless Borrower has notified Administrative Agent, prior to the date any payment is required to be made by it to Administrative Agent, that Borrower will not make such payment, Administrative Agent may assume that Borrower has timely made such payment and may (but shall not be required to do so) in reliance thereon, make available a corresponding amount to the person or entity entitled thereto. If and to the extent that such payment was not in fact made to Administrative Agent in immediately available funds, then if Borrower failed to make such payment, each Lender shall forthwith on demand repay to Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by Administrative Agent to such Lender to the date such amount is repaid to Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect. A notice of Administrative Agent to Borrower with respect to any amount owing under this clause (d) shall be conclusive, absent any manifest error.

2.10Administrative Agent Advances.

(a)Administrative Agent is authorized, from time to time, in Administrative Agent’s sole discretion to make, authorize or determine advances of the Loan, or otherwise expend funds, on behalf of Lenders (“Administrative Agent Advances”), (i) to pay any costs, fees and expenses as described in Section 8.11 herein, (ii) when the applicable conditions precedent set forth in Exhibit C have been satisfied to the extent required by Administrative Agent, and (iii) when Administrative Agent deems necessary or desirable to preserve or protect the Loan collateral or any portion thereof (including those with respect to property taxes, insurance premiums, completion of construction, operation management, improvements, maintenance, repair, sale and disposition) (A) subject to Section 6.5, after the occurrence of a Default, and (B) subject to Section 6.10, after acquisition of all or a portion of the Loan collateral by foreclosure or otherwise.

(b)Administrative Agent Advances shall constitute obligatory advances of Lenders under this Agreement, shall be repayable on demand and secured by the Loan collateral, and if unpaid by Lenders as set forth below, shall bear interest at the rate applicable to such amount under the Loan or if no longer applicable, at the Base Rate. Administrative Agent shall notify each Lender in writing of each Administrative Agent Advance. Upon receipt of notice from Administrative Agent of its making of an Administrative Agent Advance, each Lender shall make the amount of such

5

Lender’s Pro Rata Share of the outstanding principal amount of the Administrative Agent Advance available to Administrative Agent, in same day funds, to such account of Administrative Agent as Administrative Agent may designate, (i) on or before 3:00 p.m. (Administrative Agent’s Time) on the day Administrative Agent provides Lenders with notice of the making of such Administrative Agent Advance if Administrative Agent provides such notice on or before 12:00 p.m. (Administrative Agent’s Time), or (ii) on or before 12:00 p.m. (Administrative Agent’s Time) on the Business Day immediately following the day Administrative Agent provides Lenders with notice of the making of such advance if Administrative Agent provides notice after 12:00 p.m. (Administrative Agent’s Time).

2.11Defaulting Lender.

(a)Notice and Cure of Lender Default; Election Period; Electing Lenders. Administrative Agent shall notify (such notice being referred to as the “Default Notice”) Borrower (for Loan advances) and each non-Defaulting Lender if any Lender is a Defaulting Lender. Each non-Defaulting Lender shall have the right, but in no event and under no circumstance the obligation, to fund such Defaulting Lender Amount, provided that within twenty (20) days after the date of the Default Notice (the “Election Period”), the non-Defaulting Lender or Lenders (each such Lender, an “Electing Lender”) irrevocably commit(s) by notice in writing (an “Election Notice”) to Administrative Agent, the other Lenders and Borrower to fund the Defaulting Lender Amount. If Administrative Agent receives more than one Election Notice within the Election Period, then the commitment to fund the Defaulting Lender Amount shall be apportioned pro rata among the Electing Lenders in the proportion that the amount of each such Electing Lender’s Commitment bears to the total Commitments of all Electing Lenders. If the Defaulting Lender fails to pay the Defaulting Lender Payment Amount within the Election Period, the Electing Lender or Electing Lenders, as applicable, shall be automatically obligated to fund the Defaulting Lender Amount (and the Defaulting Lender shall no longer be entitled to fund such Defaulting Lender Amount) within three (3) Business Days following the expiration of the Election Period to reimburse Administrative Agent or make payment to Borrower, as applicable. Notwithstanding anything to the contrary contained herein, if Administrative Agent has funded the Defaulting Lender Amount, Administrative Agent shall be entitled to reimbursement for its portion of the Defaulting Lender Payment Amount pursuant to Section 6.11.

(b)Removal of Rights; Indemnity. Administrative Agent shall not be obligated to transfer to a Defaulting Lender any payments made by or on behalf of Borrower to Administrative Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder or under any Note until all Defaulting Lender Payment Amounts are paid in full. Amounts payable to a Defaulting Lender shall be paid by Administrative Agent to reimburse Administrative Agent and any Electing Lender pro rata for all Defaulting Lender Payment Amounts. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents or the Environmental Agreement, a Defaulting Lender shall be deemed not to be a “Lender” and such Defaulting Lender’s Commitment shall be deemed to be zero. A Defaulting Lender shall have no right to participate in any discussions among and/or decisions by Lenders hereunder and/or under the other Loan Documents or the Environmental Agreement. Further, any Defaulting Lender shall be bound by any amendment to, or waiver of, any provision of, or any action taken or omitted to be taken by Administrative Agent and/or the non-Defaulting Lenders under, any Loan Document or the Environmental Agreement which is made subsequent to the Defaulting Lender’s becoming a Defaulting Lender. This Section 2.11 shall remain effective with respect to a Defaulting Lender until such time as the Defaulting Lender shall no longer be in default of any of

6

its obligations under this Agreement by curing such default by payment of all Defaulting Lender Payment Amounts (i) within the Election Period, or (ii) after the Election Period with the consent of the non-Defaulting Lenders. Such Defaulting Lender nonetheless shall be bound by any amendment to or waiver of any provision of, or any action taken or omitted to be taken by Administrative Agent and/or the non-Defaulting Lenders under any Loan Document or the Environmental Agreement which is made subsequent to that Lender’s becoming a Defaulting Lender and prior to such cure or waiver. The operation of this clause (b) or clause (a) above alone shall not be construed to increase or otherwise affect the Commitment of any non-Defaulting Lender, or relieve or excuse the performance by Borrower of its duties and obligations hereunder or under any of the other Loan Documents or the Environmental Agreement. Furthermore, nothing contained in this Section 2.11 shall release or in any way limit a Defaulting Lender’s obligations as a Lender hereunder and/or under any of the other Loan Documents or the Environmental Agreement. Further, a Defaulting Lender shall indemnify and hold harmless Administrative Agent and each of the non-Defaulting Lenders from any claim, loss, or costs incurred by Administrative Agent and/or the non-Defaulting Lenders as a result of a Defaulting Lender’s failure to comply with the requirements of this Agreement, including any and all additional losses, damages, costs and expenses (including attorneys’ fees) incurred by Administrative Agent and any non-Defaulting Lender as a result of and/or in connection with (i) a non-Defaulting Lender’s acting as an Electing Lender, (ii) any enforcement action brought by Administrative Agent against a Defaulting Lender, and (iii) any action brought against Administrative Agent and/or Lenders. The indemnification provided above shall survive any termination of this Agreement.

(c)Commitment Adjustments. In connection with the adjustment of the amounts of the Loan Commitments of the Defaulting Lender and Electing Lender(s) upon the expiration of the Election Period as aforesaid, Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents and the Environmental Agreement as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with the adjustment of the amounts of Commitments in accordance with the foregoing provisions of this Section. For the purpose of voting or consenting to matters with respect to the Loan Documents or the Environmental Agreement, such modifications shall also reflect the removal of voting rights of the Defaulting Lender and increase in voting rights of Electing Lenders to the extent an Electing Lender has funded the Defaulting Lender Amount. In connection with such adjustments, the Defaulting Lender shall execute and deliver an Assignment and Assumption covering that Lender’s Commitment and otherwise comply with Section 8.6. If a Lender refuses to execute and deliver such Assignment and Assumption or otherwise comply with Section 8.6, such Lender hereby appoints Administrative Agent to do so on such Lender’s behalf. Administrative Agent shall distribute an amended Schedule of Lenders, which shall thereafter be incorporated into this Agreement, to reflect such adjustments. However, all such Defaulting Lender Amounts funded by Administrative Agent or Electing Lenders shall continue to be Defaulting Lender Amounts of the Defaulting Lender pursuant to its obligations under this Agreement.

(d)No Election. In the event that no Lender elects to commit to fund the Defaulting Lender Amount within the Election Period, Administrative Agent shall, upon the expiration of the Election Period, so notify Borrower and each Lender.

2.12Several Obligations; No Liability; No Release. Notwithstanding that certain of the Loan Documents and/or the Environmental Agreement now or hereafter may have been or will be executed only by or in favor of Administrative Agent in its capacity as such, and not by or in favor of Lenders, any and all obligations on the part of Administrative Agent (if any) to make any advances of the Loan or reimbursements

7

for other Payment Amounts shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Pro Rata Shares. Except as may be specifically provided in this Agreement, no Lender shall have any liability for the acts of any other Lender. No Lender shall be responsible to Borrower or any other person for any failure by any other Lender to fulfill its obligations to make advances of the Loan or reimbursements for other Payment Amounts, or to take any other action on its behalf hereunder or in connection with the financing contemplated herein. The failure of any Lender to pay to Administrative Agent its Pro Rata Share of a Payment Amount shall not relieve any other Lender of any obligation hereunder to pay to Administrative Agent its Pro Rata Share of such Payment Amounts as and when required herein, but no Lender shall be responsible for the failure of any other Lender to so fund its Pro Rata Share of the Payment Amount. In furtherance of the foregoing, Lenders shall comply with their obligation to pay Administrative Agent their Pro Rata Shares of such Payment Amounts regardless of (i) the occurrence of any Default hereunder or under any Loan Document or the Environmental Agreement; (ii) any failure of consideration, absence of consideration, misrepresentation, fraud, or any other event, failure, deficiency, breach or irregularity of any nature whatsoever in the Loan Documents or the Environmental Agreement; (iii) any bankruptcy, insolvency or other like event with regard to Borrower or Guarantor. The obligation of Lenders to pay such Payment Amounts is in all regards independent of any claims between Administrative Agent and any Lender.

2.13Replacement of Lenders. If any Lender is a Defaulting Lender, Borrower may, upon notice to such Lender and Administrative Agent, replace such Lender by causing such Lender to assign its Commitment with the payment of any assignment fee by the replaced Lender to one or more other lenders or Eligible Assignees acceptable to Borrower and Administrative Agent. Borrower shall or shall cause the replacement lender to (subject to the provisions of Sections 2.10 and 2.11 providing for payment of all Defaulting Lender Payment Amounts to Administrative Agent and/or Electing Lenders, as applicable, prior to payment of amounts due to a Defaulting Lender), (a) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of replacement and (b) provide a release of such Lender from its obligations under the Loan Documents and the Environmental Agreement. Any Lender being replaced shall execute and deliver an Assignment and Assumption covering that Lender’s Commitment and otherwise comply with Section 8.6. If a Lender being replaced refuses to execute and deliver such Assignment and Assumption or otherwise comply with Section 8.6, such Lender hereby appoints Administrative Agent to do so on such Lender’s behalf. Administrative Agent shall distribute an amended Schedule of Lenders, which shall thereafter be incorporated into this Agreement, to reflect adjustments to Lenders and their Commitments.

ARTICLE 3.ADDITIONAL COVENANTS AND AGREEMENTS

3.1Contracts. Borrower may enter into any management, maintenance or other material contract pertaining to the Property so long as the contract is entered into on an arm’s-length basis incorporating market terms, and is unconditionally terminable by Borrower or any successor owner without penalty or payment on not more than thirty (30) days’ notice to the other party. Borrower shall not default (subject to any applicable notice and cure rights) under any material contract or permit any contract to terminate by reason of any failure of Borrower to perform thereunder, and Borrower shall promptly notify Administrative Agent of any default thereunder.

3.2Inspection. Administrative Agent and its agents may enter upon the Property to inspect the Property, the Project and any materials at any reasonable time, unless Administrative Agent deems such inspection is of an emergency nature, in which event Borrower shall provide Administrative Agent with immediate access to the Property. Borrower will also permit Administrative Agent and its agents to

8

photograph the Property during normal business hours and at any other reasonable time. Borrower will furnish to Administrative Agent and its agents for inspection and copying, all shop drawings, specifications, books and records, and other documents and information that Administrative Agent may request from time to time.

3.3Notice to Lenders. Borrower shall, within fifteen (15) days after the occurrence of any of the following events, notify each Lender in writing thereof, specifying in each case the action Borrower has taken or will take with respect thereto: (a) any violation of any Law or governmental requirement; (b) any litigation, arbitration or governmental investigation or proceeding instituted or threatened against Borrower or Guarantor or the Property, and any material development therein; (c) any actual or threatened condemnation of any portion of the Property, any negotiations with respect to any such taking, or any loss of or substantial damage to the Property; (d) any labor controversy pending or threatened against Borrower or any contractor, and any material development in any labor controversy; (e) any notice received by Borrower with respect to the cancellation, alteration or non‑renewal of any insurance coverage maintained with respect to the Property; (f)  any lien filed against the Property; or (g) the lapse of any required permit, license, certificate or approval with respect to the Property or the failure of any of the foregoing to be in full force and effect.

3.4Financial Statements, Records and Reports. Borrower and Guarantor (as agreed pursuant to any guaranty by Guarantor) shall provide or cause to be provided to Administrative Agent all of the following:

(a)Financial Statements of Borrower, for each fiscal year of Borrower, as soon as reasonably practicable, and, in any event, within one hundred twenty (120) days after the close of each fiscal year.

(b)Financial Statements of Guarantor, (i) as soon as reasonably practicable and, in any event, within one hundred twenty (120) days after the close of each fiscal year of Guarantor, all in reasonable detail and prepared in accordance with generally accepted accounting principles, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (ii) for each of the first three fiscal quarters of each fiscal year of Guarantor, as soon as reasonably practicable and, in any event, within sixty (60) days of the close of each such fiscal quarter of Guarantor.

(c)(i) prior to the beginning of each fiscal year of Borrower, a capital and operating budget for the Property; and (ii) for each calendar quarter (A) a statement of all income and expenses in connection with the Property and tenant receivable report, (B) certified rent rolls, and (C) a current leasing status report (including tenants’ names, proposed location, proposed lease term (number of years), and proposed rent (on the rent roll), as soon as reasonably practicable but in any event within sixty (60) days after the end of each such quarter, certified in writing as true and correct by a representative of Borrower satisfactory to Administrative Agent. Items provided under this clause (c) shall be in form and detail reasonably satisfactory to Administrative Agent.

(d)Within thirty (30) days from the date made available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Guarantor, and within thirty (30) days from the date filed with the SEC or any national securities exchange,

9

copies of all annual, regular, periodic and special reports and registration statements which Guarantor may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto.

(e)From time to time promptly after Administrative Agent’s request, such additional information, reports and statements respecting the Property, or the business operations and financial condition of each Reporting Party, as Administrative Agent may reasonably request.

Documents required to be delivered pursuant to this Section 3.4 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s or Guarantor’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Borrower will keep accurate books and records in accordance with sound accounting principles in which full, true and correct entries shall be promptly made with respect to the Property and the operation thereof. Borrower will make all of its books, records and accounts available to Administrative Agent and its representatives at the Property upon request and will permit them to review and copy the same. All Financial Statements shall be in form and detail reasonably satisfactory to Administrative Agent and shall contain or be attached to the signed and dated written certification of the Reporting Party in form specified by Administrative Agent to certify that the Financial Statements are furnished to Administrative Agent in connection with the extension of credit by Administrative Agent and constitute a true and correct statement of the Reporting Party’s financial position. All Financial Statements shall be submitted with the applicable completed Compliance Certificate by Borrower and Guarantor in the form of Exhibit J attached hereto. All certifications and signatures on behalf of corporations, partnerships, limited liability companies or other entities shall be by a representative of the Reporting Party satisfactory to Administrative Agent. All fiscal year‑end Financial Statements of Borrower and Guarantor shall be certified, without any qualification or exception not acceptable to Administrative Agent, by independent certified public accountants acceptable to Administrative Agent, and shall contain all reports and disclosures required by generally accepted accounting principles for a fair presentation. Borrower will provide Administrative Agent at Borrower’s expense with all evidence that Administrative Agent may from time to time reasonably request as to compliance with all provisions of the Loan Documents and the Environmental Agreement. Borrower shall promptly notify Administrative Agent of any event or condition that could reasonably be expected to have a Material Adverse Effect in the financial condition of Borrower or Guarantor (if known by Borrower). Administrative Agent shall provide a copy of such Financial Statements to each Lender upon receipt.

3.5Other Information. Borrower shall furnish to Administrative Agent from time to time upon Administrative Agent’s reasonable request: (a) copies of any or all contracts, bills of sale, statements, receipts or other documents under which Borrower claims title to any materials, fixtures or articles of personal property subject to the lien of the Mortgages; and (b) such other information relating to Borrower, Guarantor, the Improvements, the Property, or any indemnitor or other person or party connected with Borrower, the Loan, or any security for the Loan.

3.6Reports and Testing. Borrower shall (a) promptly deliver to Administrative Agent copies of all reports, studies, inspections and tests made on the Land or the Improvements, and (b) make such additional tests on the Land or the Improvements as Administrative Agent reasonably requires. Borrower

10

shall, within five (5) days, notify Administrative Agent of any report, study, inspection or test that indicates any adverse condition relating to the Land or the Improvements.

3.7Appraisal. From time to time, Administrative Agent may obtain an appraisal of all or any part of the Property prepared in accordance with written instructions from Administrative Agent by a third‑party appraiser engaged directly by Administrative Agent. Each such appraiser and appraisal shall be satisfactory to Administrative Agent (including satisfaction of applicable regulatory requirements). The cost of any such appraisal obtained by Administrative Agent (a) once during any calendar year (in addition to appraisals paid for by Borrower in connection with clauses (b) or (c), below); (b) for the purpose of evaluating the Project in connection with releasing or substituting any collateral; or (c) after the occurrence of any Default, in each case shall be borne by Borrower. Whenever Borrower is obligated to pay the cost of an appraisal hereunder, such cost is due and payable by Borrower within thirty (30) days of demand and shall be secured by the Loan Documents. Administrative Agent shall provide a copy of such appraisal to each Lender upon receipt.

3.8Distributions. Borrower shall not make any dividend or distribution to its members, or make any other payment to any party holding a direct or indirect ownership interest in Borrower, or engage in any transaction that has a substantially similar effect.

3.9No Other Indebtedness. Borrower shall not incur any indebtedness (whether absolute or contingent, direct or indirect) other than (a) the Indebtedness, (b) obligations under the Term Loan Agreement and related loan documents, (c) Swap Transactions to hedge interest rate risks associated with the Loan and the Term Loan, and (d) trade debt incurred by Borrower in the ordinary course of business that is not more than 60 days past due and does not exceed $200,000.00 in the aggregate.

3.10Reporting Compliance. Borrower and Development agree to comply with any and all reporting requirements applicable to the Loan which are set forth in any law, statute, ordinance, rule, regulation, order or determination of any governmental authority, including The International Investment Survey Act of 1976, The Agricultural Foreign Investment Disclosure Act of 1978, The Foreign Investment in Real Property Tax Act of 1980 and the Tax Reform Act of 1984 and further agree upon request of Administrative Agent to furnish Administrative Agent with evidence of such compliance.

3.11Payment of Withholding Taxes. Borrower shall not use, or knowingly permit any contractor or subcontractor to use, any portion of the proceeds of any Loan advance to pay the wages of employees unless a portion of the proceeds or other funds are also used to make timely payment to or deposit with (a) the United States of all amounts of tax required to be deducted and withheld with respect to such wages under the Internal Revenue Code, and (b) any state and/or local Tribunal or agency having jurisdiction of all amounts of tax required to be deducted and withheld with respect to such wages under any applicable state and/or local Laws.

3.12ERISA and Prohibited Transaction Taxes. As of the date hereof and throughout the term of this Agreement: (a) neither Borrower, Guarantor, nor Development is or will be (i) an “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) a “plan” within the meaning of Section 4975(e) of the Internal Revenue Code; (b) the assets of Borrower, Guarantor, or Development do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. § 2510.3-101; (c) neither Borrower, Guarantor, nor Development is or will be a “governmental plan” within the meaning of Section 3(32) of ERISA; (d) transactions by or with Borrower, Guarantor, or Development are not and will not be subject to state statutes applicable to Borrower, Guarantor, or Development regulating investments of

11

fiduciaries with respect to governmental plans; and (e) neither Borrower, Guarantor, nor Development shall engage in any transaction which would cause any obligation or action taken or to be taken hereunder (or the exercise by Administrative Agent of any of Lenders’ rights under this Agreement, the Notes or the other Loan Documents or the Environmental Agreement) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code. Borrower, Guarantor, and Development further agree to deliver to Administrative Agent such certifications or other evidence of compliance with the provisions of this Section 3.12 as Administrative Agent may from time to time request.

3.13Post-Closing Obligations. Borrower, Guarantor, and Development shall comply with the requirements set forth on Exhibit I not later than the required date for such requirements as set forth in such Exhibit.

3.14Transfers of Equity in Borrower. Notwithstanding anything to the contrary in the Loan Documents, transfers of any interest in Borrower or Development to any person or entity that is directly or indirectly controlled by, controlling or under common control of or with (i) A & B Properties, Inc., a Hawaii corporation, or (ii) DMB Associates, Inc., an Arizona corporation, or (iii) both, shall be permitted hereunder without Administrative Agent’s or Lenders’ consent so long as Borrower and Development remain obligated to the terms of the Loan Documents applicable to them, respectively.

3.15Swap Contracts. In the event that Borrower shall elect to enter into a Swap Contract with a Swap Counterparty, Borrower shall comply with all of the terms and conditions of Exhibit K with respect to all Swap Contracts and such Swap Contract shall be assigned to Administrative Agent in writing, and shall name Administrative Agent as payee thereunder.

ARTICLE 4.REPRESENTATIONS AND WARRANTIES

To induce Lenders to make the Loan, Borrower hereby represents and warrants to Administrative Agent and Lenders, as of the Effective Date and the date such representations and warranties are renewed pursuant to this Agreement and the other Loan Documents that, except as otherwise disclosed to Administrative Agent in writing:

4.1Organization. Borrower is and will continue to be (a) duly organized, validly existing and in good standing under the Laws of the state of its organization, (b) authorized to do business and in good standing in each state in which the Property is located, and (c) possessed of all requisite power and authority to carry on its business, to own the Property and to operate the Improvements as contemplated in this Agreement and the other Loan Documents.

Development is and will continue to be (a) duly organized, validly existing and in good standing under the Laws of the state of its organization, (b) authorized to do business and in good standing in each state in which the Property described in the Residential Mortgage is located, and (c) possessed of all requisite power and authority to carry on its business, to own the Property described in the Residential Mortgage and to operate the Improvements located on the Property described in the Residential Mortgage as contemplated in this Agreement and the other Loan Documents.

Guarantor is and will continue to be (a) duly organized, validly existing and in good standing under the Laws of the state of its organization, and (b) possessed of all requisite power and authority to carry on its business.

12

4.2Authorization; No Conflict. Each Loan Document executed by Borrower, Development and/or Guarantor has been duly authorized, executed and delivered by Borrower, Development and/or Guarantor, as applicable, and the obligations thereunder and the performance thereof by Borrower, Development and/or Guarantor in accordance with their terms are and will continue to be within Borrower’s, Development’s and/or Guarantor’s power and authority without the necessity of joinder or consent of any other person. No provision of the Loan Documents violates or will violate any applicable Law, any covenants or restrictions affecting the Property, any order of any court or governmental authority or any contract or agreement binding on Borrower, Development and/or Guarantor or the Property. The Loan Documents do not and will not result in the creation of any encumbrance against any assets or properties of Borrower, Development and/or Guarantor or any person liable, directly or indirectly, for any part of the Indebtedness except as expressly provided in such documents.

4.3Enforceability. The Loan Documents constitute legal, valid and binding obligations of Borrower, Development and Guarantor enforceable in accordance with their terms, except as the enforceability thereof may be limited by Debtor Relief Laws and except as the availability of certain remedies may be limited by general principles of equity.

4.4No Violation; No Litigation. Borrower, Development, and/or Guarantor are not in violation of any Law, regulation or ordinance, or any order of any court or Tribunal, and no provision of the Loan Documents violates any applicable Law, any covenants or restrictions affecting the Property, any order of any court or Tribunal or any contract or agreement binding on Borrower, Development, and/or Guarantor or the Property. There is no judicial or administrative action, claim, investigation, inquiry, proceeding or demand pending (or to Borrower’s knowledge threatened) against Borrower, Development, and/or Guarantor or against any other person liable directly or indirectly for any part of the Indebtedness or which affects the Property (including any that challenges or which otherwise pertains to Borrower’s or Development’s title to the Property) or the validity, enforceability or priority of any of the Loan Documents.

4.5Taxes. To the extent required by applicable Law, Borrower, Development and Guarantor have filed all necessary tax returns and reports and have paid all taxes and governmental charges thereby shown to be owing.

4.6Requirements; Zoning. The Land and the Improvements comply with all Laws and governmental requirements, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property. The current and anticipated use of the Property complies with all applicable zoning ordinances, regulations and restrictive covenants affecting the Land without the existence of any variance, non-complying use, nonconforming use or other special exception, all use restrictions of any Tribunal having jurisdiction have been satisfied, and no violation of any Law or regulation exists with respect thereto.

4.7Separate Tax Lot. The Land is not included under any unity of title or similar covenant with other lands not encumbered by the Mortgages, and constitutes a separate tax lot or lots with a separate tax assessment or assessments for the Land and the Improvements, independent of those for any other lands or improvements.

4.8No Conveyance. Neither Borrower, Development, nor Guarantor has directly or indirectly conveyed, assigned or otherwise disposed of or transferred (or agreed to do so) any development rights, air rights or other similar rights, privileges or attributes with respect to the Property, including those arising under any zoning or land use ordinance or other Law or governmental requirement.

13

4.9Utilities. All utility services necessary for the operation of the Retail Project for its intended purpose are available at the boundaries of the Retail Property, including electric and natural gas facilities, telephone service, water supply, storm and sanitary sewer facilities.

4.10Financial Matters. Each of Borrower, Development and Guarantor is solvent after giving effect to all borrowings contemplated by the Loan Documents and no proceeding under any Debtor Relief Law is pending (or to Borrower’s, Development’s or Guarantor’s knowledge threatened) by or against Borrower, Development, Guarantor, or any affiliate of Borrower, Development or Guarantor as a debtor. All Financial Statements, financial information, reports, statements, plans, budgets, applications, agreements and other data and information (collectively, “Submissions”) heretofore furnished or hereafter to be furnished by or on behalf of Borrower, Development or Guarantor to Administrative Agent are and will be true, correct and complete in all material respects as of their respective dates and do not and will not omit to state any fact or circumstance necessary to make the statements contained therein not misleading. There has been no event or condition that could reasonably be expected to have a Material Adverse Effect on Borrower’s, Development’s or Guarantor’s financial condition from the financial condition of Borrower, Development or Guarantor (as the case may be) indicated in such Submissions. To Borrower’s, Development’s or Guarantor’s knowledge, no material adverse change has occurred since the dates of such Submissions in the financial condition of any tenant under any lease described therein.

4.11Not a Foreign Person. Neither Borrower, Development, nor Guarantor is a “foreign person” within the meaning of the Internal Revenue Code, Sections 1445 and 7701 (i.e., Neither Borrower, Development, nor Guarantor is a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined therein and in any regulations promulgated thereunder).

4.12Business Loan. The Loan is solely for business and/or investment purposes, and is not intended for personal, family, household or agricultural purposes. Borrower warrants that the proceeds of the Loan shall be used for commercial purposes and stipulates that the Loan shall be construed for all purposes as a commercial loan.

ARTICLE 5.DEFAULT AND REMEDIES

5.1Events of Default. The occurrence of any one of the following shall be a default under this Agreement (“Default”):

(a)Any (i) installment of principal or interest payable under this Agreement or any Note is not paid when due (including, without limitation, all amounts due on maturity of the Loan), or (ii) other Indebtedness is not paid within five (5) days after the due date.

(b)Any covenant, agreement or condition in this Agreement or in any other Loan Document (other than covenants to pay any Indebtedness and other than Defaults expressly listed in this Section 5.1) is not fully and timely performed, observed or kept, and such failure is not cured within thirty (30) days after notice from Administrative Agent (the “Cure Period”); provided that, if such failure is not capable of being cured during such Cure Period, as long as the Borrower commences to cure such failure during the Cure Period and is diligently and in good faith attempting to effect such cure, the Cure Period shall be extended for thirty (30) additional days, but in no event shall the Cure Period be longer than sixty (60) days in the aggregate.

(c)Any statement, representation or warranty in any of the Loan Documents, or in any Financial Statement or any other writing heretofore or hereafter delivered to Administrative Agent

14

or any Lender in connection with the Indebtedness is false, misleading or erroneous in any material respect on the date hereof or on the date as of which such statement, representation or warranty is made.

(d)A Default occurs under any other Loan Document (taking into account any applicable notice and cure period set forth in such Loan Document).

(e)A Default occurs under the Environmental Agreement (taking into account any applicable notice and cure period set forth in said agreement).

(f)Any insurance required under the Loan Documents lapses or ceases to be in full force and effect.

(g)Any required permit, license, certificate or approval with respect to the Property lapses or ceases to be in full force and effect, which constitutes a Material Adverse Effect.

(h)Borrower, Development, or Guarantor is enjoined or prohibited from performing any of its respective obligations under any of the Loan Documents.

(i) Any owner of the Property enters into any lease of part or all of the Property which does not comply with the Loan Documents.

(j)A lien for the performance of work or the supply of materials which is established against the Property, or any stop notice served on Borrower, Administrative Agent, Development or any Lender, remains unsatisfied or unbonded for a period of thirty (30) days after the date of filing or service.

(k)Any condition or situation occurs which, in the sole determination of Administrative Agent, constitutes a danger to or impairment of the Property or the lien of the Mortgages, if such condition or situation is not remedied within forty-five (45) days after written notice to Borrower thereof.

(l)Borrower, Development or Guarantor:

(i)(A) Executes an assignment for the benefit of creditors, or takes any action in furtherance thereof; or (B) admits in writing its inability to pay, or fails to pay, its debts generally as they become due; or (C) as a debtor, files a petition, case, proceeding or other action pursuant to, or voluntarily seeks the benefit or benefits of, any Debtor Relief Law, or takes any action in furtherance thereof; or (D) seeks the appointment of a receiver, trustee, custodian or liquidator of the Property or any part thereof or of any significant portion of its other property; or

(ii)Suffers the filing of a petition, case, proceeding or other action against it as a debtor under any Debtor Relief Law or seeking appointment of a receiver, trustee, custodian or liquidator of the Property or any part thereof or of any significant portion of its other property, and (A) admits, acquiesces in or fails to contest diligently the material allegations thereof, or (B) fails to have the petition, case, proceeding or other action permanently dismissed or discharged on or before the earlier of trial thereon or the sixtieth (60th) day following the date of its filing; or

15

(iii)Conceals, removes, or permits to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or makes or suffers a transfer of any of its property which may be fraudulent under any fraudulent conveyance law or Debtor Relief Law; or makes any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or suffers or permits, while insolvent, any creditor to obtain a lien (other than as described in clause (iv) below) upon any of its property through legal proceedings which are not vacated and such lien is not discharged prior to enforcement thereof or in any event within sixty (60) days from the date thereof; or

(iv)With respect to Borrower and Guarantor only, fails to have discharged within a period of sixty (60) days any attachment, sequestration, or similar writ levied upon any of its property in excess of (a) $200,000 for Borrower, and (b) $25,000,000 for Guarantor; or

(v)With respect to Borrower and Guarantor only, fails to pay within sixty (60) days from the entry thereof any final money judgment (that is not fully covered, beyond any applicable deductibles, by insurance) in the amount of (a) $200,000 or more against Borrower, and (b) $25,000,000 or more against Guarantor.

(m)Borrower, Development or Guarantor is liquidated, terminated, dissolved, or merged or consolidated into another entity, or fails or ceases to be in good standing in the State of Hawaii and/or the state of its incorporation or organization, if different.

(n)Administrative Agent determines that an event or condition that could reasonably be expected to have a Material Adverse Effect has occurred in the financial condition of Borrower, Development, or Guarantor or in the condition of the Property.

(o)For any reason, without Administrative Agent’s specific written consent, any Loan Document or the Environmental Agreement ceases to be in full force and effect, or is declared null and void or unenforceable, in whole or in part, or the validity or enforceability thereof, in whole or in part, is challenged or denied by any party thereto other than Administrative Agent; or the liens, mortgages or security interests of Administrative Agent for the benefit of Lenders in any of the Property become unenforceable, in whole or in part, or cease to be of the priority herein required, or the validity or enforceability thereof, in whole or in part, is challenged or denied by Borrower, Development, Guarantor or any person obligated to pay any part of the Indebtedness.

(p)A default or event of default occurs (and the expiration of any applicable notice and cure periods) under any document executed and delivered in connection with any other indebtedness (to Administrative Agent, any Lender or any other person or entity) (i) of Borrower in excess of $200,000, or (ii) of Guarantor in excess of $15,000,000.

(q)The occurrence of an event of default (and the expiration of any applicable notice or cure periods) under the Term Loan Agreement.

(r)The sale, lease (except as permitted under this Agreement), exchange, conveyance, transfer, mortgage, assignment, pledge or encumbrance, either voluntarily or involuntarily, or the agreement to do so, of any right, title or interest of Borrower or Development in and to the Property or any portion thereof, which occurrence is not rendered ineffective within thirty (30) days after

16

notice thereof from Administrative Agent to Borrower; provided, however, that Borrower or Development shall be permitted to replace defective, obsolete or worn out personal property.

(s)Except as otherwise permitted under Section 3.14, the sale, exchange, conveyance, transfer, mortgage, assignment, pledge or encumbrance, either voluntarily or involuntarily, or the agreement to do so, of any direct or indirect ownership interest in Borrower or any portion thereof; or any change (whether voluntary or involuntary) in the management or control of Borrower.

5.2Remedies. Upon a Default, Administrative Agent may with the consent of, and shall at the direction of, the Required Lenders, without notice, exercise any and all rights and remedies afforded by this Agreement, the other Loan Documents, the Environmental Agreement, Law, equity or otherwise, including (a) declaring any and all Indebtedness immediately due and payable, (b) reducing any claim to judgment, or (c) obtaining appointment of a receiver (to which Borrower hereby consents) and/or judicial or nonjudicial foreclosure under the Mortgages; provided, however, upon a Default, Administrative Agent at its election may (but shall not be obligated to) without the consent of, and shall at the direction of, the Required Lenders, without notice, set‑off and apply against any Indebtedness, to the extent thereof and to the maximum extent permitted by Law, any and all deposits, funds, or assets in which Administrative Agent has been granted a security interest on behalf of Lenders pursuant to any Loan Document to or for the credit or account of Borrower; provided, howeverfurther, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower and/or Guarantor under the Bankruptcy Code of the United States of America, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.

Borrower and Development hereby appoint Administrative Agent as Borrower’s and Development’s attorney‑in‑fact, which power of attorney is irrevocable and coupled with an interest, with full power of substitution if Administrative Agent so elects, to do any of the following in Borrower’s or Development’s name during the continuance of a Default: (i) endorse the name of Borrower or Development on any checks or drafts representing proceeds of any insurance policies, or other checks or instruments payable to Borrower or Development with respect to the Property; (ii) prosecute or defend any action or proceeding incident to the Property; and (iii) pay, settle, or compromise all bills and claims so as to clear title to the Property. Any amounts expended by Administrative Agent on its own behalf or on behalf of Lenders in connection with the exercise of its remedies herein shall be deemed to have been advanced to Borrower hereunder as a demand obligation owing by Borrower to Administrative Agent or Lenders as applicable and shall constitute a portion of the Indebtedness, regardless of whether such amounts exceed any limits for Indebtedness otherwise set forth herein. Neither Administrative Agent nor any Lender shall have any liability to Borrower for the sufficiency or adequacy of any such actions taken by Administrative Agent.

No delay or omission of Administrative Agent or Lenders to exercise any right, power or remedy accruing upon the happening of a Default shall impair such right, power or remedy or be construed to be a waiver of such Default or any acquiescence therein. No delay or omission on the part of Administrative Agent or Lenders to exercise any option for acceleration of the maturity of the Indebtedness or for foreclosure of the Mortgages following any Default as aforesaid, or any other option granted to Administrative Agent and Lenders hereunder in any one or more instances, and no acceptance by Administrative Agent or Lenders of any partial payment on account of the Indebtedness, shall constitute a waiver of such Default, and each such option shall remain continuously in full force and effect. No remedy herein conferred upon or reserved to Administrative Agent and/or Lenders is intended to be exclusive of any other remedies provided for in any Note, any of the other Loan Documents or the Environmental Agreement, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or under any

17

Note, any of the other Loan Documents or the Environmental Agreement, or now or hereafter existing at Law or in equity or by statute. Every right, power and remedy given to Administrative Agent and Lenders by this Agreement, any Note, any of the other Loan Documents or the Environmental Agreement shall be concurrent, and may be exercised from time to time as often as may be deemed expedient by the Required Lenders. Every right, power and remedy given to Administrative Agent and Lenders by this Agreement, any Note or any of the Loan Documents may be pursued separately, successively or together against Borrower, or the Property or any part thereof, or any personal property granted as security under the Loan Documents.

Regardless of how a Lender may treat payments received from the exercise of remedies under the Loan Documents or the Environmental Agreement for the purpose of its own accounting, for the purpose of computing the Indebtedness, payments shall be applied as elected by Lenders. No application of payments will cure any Default or prevent acceleration or continued acceleration of amounts payable under the Loan Documents or the Environmental Agreement or prevent the exercise or continued exercise of rights or remedies of Administrative Agent and Lenders hereunder or thereunder or at Law or in equity.

ARTICLE 6.ADMINISTRATIVE AGENT

6.1Appointment and Authorization of Administrative Agent.

(f)Each Lender hereby irrevocably (subject to Section 6.9) appoints, designates and authorizes Administrative Agent to take such action on its behalf under the provisions of this Agreement, each other Loan Document and the Environmental Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement, any other Loan Document or the Environmental Agreement, together with such powers as are reasonably incidental thereto. Each Lender consents to the terms of the Intercreditor Agreement and agrees that Administrative Agent may pay the amounts provided in Section 7.2 that are to be paid to the administrative agent and lenders under the Term Loan Agreement. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document or the Environmental Agreement, Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Lender. No implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or the Environmental Agreement or shall otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents and the Environmental Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(g)No individual Lender or group of Lendersshall have any right to amend or waive, or consent to the departure of any party from any provision of any Loan Document or the Environmental Agreement, or secure or enforce the obligations of Borrower or any other party pursuant to the Loan Documents or the Environmental Agreement, or otherwise. All such rights, on behalf of Administrative Agent or any Lender or Lenders, shall be held and exercised solely by and at the option of Administrative Agent for the pro rata benefit of Lenders. Such rights, however, are subject to the rights of a Lender or Lenders, as expressly set forth in this Agreement, to approve matters or direct Administrative Agent to take or refrain from taking action as set forth in this Agreement. Except as expressly otherwise provided in this Agreement, the other Loan Documents

18

or the Environmental Agreement, Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Administrative Agent is expressly entitled to exercise or take under this Agreement, the other Loan Documents and the Environmental Agreement, including (i) the determination if and to what extent matters or items subject to Administrative Agent’s satisfaction are acceptable or otherwise within its discretion, (ii) the making of Administrative Agent Advances, and (iii) the exercise of remedies pursuant to, but subject to, Article 5 or pursuant to any other Loan Document or the Environmental Agreement and any action so taken or not taken shall be deemed consented to by Lenders.

(h)In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to Borrower or Guarantor, no individual Lender or group of Lenders shall have the right, and Administrative Agent (irrespective of whether the principal of the Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on Borrower) shall be exclusively entitled and empowered on behalf of itself and Lenders, by intervention in such proceeding or otherwise:

(i)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loan and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders and Administrative Agent and their respective agents and counsel and all other amounts due Lenders and Administrative Agent under Section 8.11 allowed in such judicial proceeding); and

(ii)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to Lenders, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Section 8.11.

Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of Lenders except as approved by the Required Lenders or to authorize Administrative Agent to vote in respect of the claims of Lenders except as approved by the Required Lenders in any such proceeding.

6.2Delegation of Duties. Administrative Agent may execute any of its duties under this Agreement, any other Loan Document or the Environmental Agreement by or through agents, employees or attorneys‑in‑fact and shall be entitled to advice of counsel and other consultant experts concerning all matters pertaining to such duties. Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney‑in‑fact that it selects with reasonable care.

6.3Liability of Administrative Agent. No Agent‑Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, any other

19

Loan Document or the Environmental Agreement or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any Lender for any recital, statement, representation or warranty made by Borrower or any subsidiary or Affiliate of Borrower, or any officer thereof, contained herein, or in any other Loan Document or the Environmental Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement, any other Loan Document or the Environmental Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or the Environmental Agreement, or for any failure of Borrower or any other party to any Loan Document or the Environmental Agreement to perform its obligations hereunder or thereunder. No Agent‑Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or the Environmental Agreement, or to inspect the properties, books or records of Borrower, Guarantor, or any of their Affiliates.

6.4Reliance by Administrative Agent. Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon advice and statements of legal counsel (including counsel to any party to the Loan Documents or the Environmental Agreement), independent accountants and other experts selected by Administrative Agent. Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Environmental Agreement unless it shall first receive such advice or concurrence of the Required Lenders or all Lenders if required hereunder as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, any other Loan Document or the Environmental Agreement in accordance with a request or consent of the Required Lenders or such greater number of Lenders as may be expressly required hereby in any instance, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders. In the absence of written instructions from the Required Lenders or such greater number of Lenders, as expressly required hereunder, Administrative Agent may take or not take any action, at its discretion, unless this Agreement specifically requires the consent of the Required Lenders or such greater number of Lenders.

6.5Notice of Default. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, unless Administrative Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default that Administrative Agent determines will have a Material Adverse Effect. Administrative Agent will notify Lenders of its receipt of any such notice. Administrative Agent shall take such action with respect to such Default as may be requested by the Required Lenders in accordance with Article 5; provided, however, that unless and until Administrative Agent has received any such request, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable or in the best interest of Lenders.

6.6Credit Decision; Disclosure of Information by Administrative Agent.

(c)Each Lender acknowledges that none of Agent‑Related Persons has made any representation or warranty to it, and that no act by Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower, and/or Guarantor, shall be deemed to constitute any representation or warranty by any Agent-Related Person

20

to Lenders or any of them as to any matter, including whether Agent‑Related Persons have disclosed material information in their possession. Each Lender represents to Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower, and Guarantor, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents and the Environmental Agreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantor.

(d)Administrative Agent upon its receipt shall provide each Lender such notices, reports and other documents expressly required to be furnished to Lenders by Administrative Agent herein. To the extent not already available to a Lender, Administrative Agent shall also provide the Lender and/or make available for the Lender’s inspection during reasonable business hours and at the Lender’s expense, upon the Lender’s written request therefor: (i) copies of the Loan Documents and the Environmental Agreement; (ii) such information as is then in Administrative Agent’s possession in respect of the current status of principal and interest payments and accruals in respect of the Loan; (iii) copies of all current financial statements in respect of Borrower, or Guarantor or other person liable for payment or performance by Borrower of any obligations under the Loan Documents or the Environmental Agreement, then in Administrative Agent’s possession with respect to the Loan; and (iv) other current factual information then in Administrative Agent’s possession with respect to the Loan and bearing on the continuing creditworthiness of Borrower or Guarantor, or any of their respective Affiliates; providedthat nothing contained in this Section 6.6 shall impose any liability upon Administrative Agent for its failure to provide a Lender any of such Loan Documents, the Environmental Agreement, information, or financial statements, unless such failure constitutes willful misconduct or gross negligence on Administrative Agent’s part; and provided, further, that Administrative Agent shall not be obligated to provide any Lender with any information in violation of Law or any contractual restrictions on the disclosure thereof (provided such contractual restrictions shall not apply to distributing to a Lender factual and financial information expressly required to be provided herein). Except as set forth above, Administrative Agent shall not have any duty or responsibility to provide Lenders or any of them with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or Guarantor or any of their respective Affiliates which may come into the possession of any of Agent‑Related Persons.

6.7Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, Lenders shall indemnify upon demand each Agent‑Related Person (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), pro rata, and hold harmless each Agent‑Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent‑Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, further, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section

21

6.7. Without limitation of the foregoing, to the extent that Administrative Agent is not reimbursed by or on behalf of Borrower, each Lender shall reimburse Administrative Agent upon demand for its ratable share of any costs or out‑of‑pocket expenses (including attorneys’ fees) incurred by Administrative Agent as described in Section 8.11. The undertaking in this Section 6.7 shall survive the payment of all Indebtedness hereunder and the resignation or replacement of Administrative Agent.

6.8Administrative Agent in Individual Capacity. Administrative Agent, in its individual capacity, and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any party to the Loan Documents or the Environmental Agreement and their respective Affiliates as though Administrative Agent were not Administrative Agent hereunder and without notice to or consent of Lenders. Lenders acknowledge that Borrower and Bank of America, N.A. or its Affiliate have entered or may enter into Swap Transactions. A portion of the Loan may be funded to honor Borrower’s payment obligations under the terms of such Swap Transactions, and Lenders shall have no right to share in any portion of such payments. Lenders acknowledge that, pursuant to such activities, Bank of America, N.A. or its Affiliates may receive information regarding any party to the Loan Documents or the Environmental Agreement or their respective Affiliates (including information that may be subject to confidentiality obligations in favor of such parties or such parties’ Affiliates) and acknowledge that Administrative Agent shall be under no obligation to provide such information to them. With respect to its Pro Rata Share of the Loan, Bank of America, N.A. shall have the same rights and powers under this Agreement as any other Lenders and may exercise such rights and powers as though it were not Administrative Agent or party to Swap Transactions, and the terms “Lender” and “Lenders” include Bank of America, N.A. in its individual capacity.

6.9Successor Administrative Agent. Administrative Agent may, and at the request of the Required Lenders as a result of Administrative Agent’s gross negligence or willful misconduct in performing its duties under this Agreement shall, resign as Administrative Agent upon 30 days’ notice to Lenders. If Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among Lenders a successor administrative agent for Lenders, which successor administrative agent shall be consented to by Borrower at all times other than during the existence of a Default (which consent of Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with Lenders and Borrower, a successor administrative agent from among Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 6 and other applicable Sections of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

6.10Releases; Acquisition and Transfers of Collateral.

(a)Lenders hereby irrevocably authorize Administrative Agent to transfer, substitute or release any lien on, or after foreclosure or other acquisition of title by Administrative Agent on

22

behalf of the Lenders to transfer or sell, any Loan collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Indebtedness, (ii) in connection with a release, substitution, transfer or sale of a lien or Loan Collateral if Borrower will certify to Administrative Agent that the release, substitution, transfer or sale is permitted under this Agreement or the other Loan Documents (and Administrative Agent may rely conclusively on any such certificate without further inquiry), or (iii) after foreclosure or other acquisition of title (A) for a purchase price of at least 90% of the value indicated in the most recent appraisal of the collateral obtained by Administrative Agent made in accordance with regulations governing Administrative Agent, less any reduction indicated in the appraisal estimated by experts in such areas, or (B) if approved by the Required Lenders.

(b)If all or any portion of the Loan collateral is acquired by foreclosure or by deed in lieu of foreclosure, Administrative Agent shall take title to the collateral in its name or by an Affiliate of Administrative Agent, but for the benefit of all Lenders in their Pro Rata Shares on the date of the foreclosure sale or recordation of the deed in lieu of foreclosure (the “Acquisition Date”). Administrative Agent and all Lenders hereby expressly waive and relinquish any right of partition with respect to any collateral so acquired. After any collateral is acquired, Administrative Agent shall appoint and retain one or more persons (individually and collectively, the “Property Manager”) experienced in the management, leasing, sale and/or disposition of similar properties. After consulting with the Property Manager, Administrative Agent shall prepare a written plan for operation, management, improvement, maintenance, repair, sale and disposition of the Loan collateral and a budget for the aforesaid, which may include a reasonable management fee payable to Administrative Agent (the “Business Plan”). Administrative Agent will deliver the Business Plan not later than the sixtieth (60th) day after the Acquisition Date to each Lender with a written request for approval of the Business Plan. If the Business Plan is approved by the Required Lenders, Administrative Agent and the Property Manager shall adhere to the Business Plan until a different Business Plan is approved by the Required Lenders. Administrative Agent may propose an amendment to the Business Plan as it deems appropriate, which shall also be subject to Required Lender approval. If the Business Plan (as may be amended) proposed by Administrative Agent is not approved by the Required Lenders, or if sixty (60) days have elapsed following the Acquisition Date without a Business Plan being proposed by Administrative Agent, any Lender may propose an alternative Business Plan, which Administrative Agent shall submit to all Lenders for their approval. If an alternative Business Plan is approved by the Required Lenders, Administrative Agent may appoint one of the approving Lenders to implement the alternative Business Plan. Notwithstanding any other provision of this Agreement, unless in violation of an approved Business Plan or otherwise in an emergency situation, Administrative Agent shall, subject to clause (a) of this Section 6.10, have the right but not the obligation to take any action in connection with the Loan collateral (including those with respect to property taxes, insurance premiums, completion of construction, operation, management, improvement, maintenance, repair, sale and disposition), or any portion thereof.

(c)Upon request by Administrative Agent or Borrower at any time, Lenders will confirm in writing Administrative Agent’s authority to sell, transfer or release any such liens of particular types or items of Loan collateral pursuant to this Section 6.10; provided, however, that (i) Administrative Agent shall not be required to execute any document necessary to evidence such release, transfer or sale on terms that, in Administrative Agent’s opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than the transfer, release or sale without recourse, representation or warranty, and (ii) such transfer, release

23

or sale shall not in any manner discharge, affect or impair the obligations of Borrower other than those expressly being released.

(d)If only two (2) Lenders exist at the time Administrative Agent receives a purchase offer for Loan collateral for which one of the Lenders does not consent within ten (10) Business Days after notification from Administrative Agent, the consenting Lender may offer (“Purchase Offer”) to purchase all of the non-consenting Lender’s right, title and interest in the collateral for a purchase price equal to the non-consenting Lender’s Pro Rata Share of the net proceeds anticipated from such sale of such collateral (as reasonably determined by Administrative Agent, including the undiscounted face principal amount of any purchase money obligation not payable at closing) (“Net Proceeds”). Within ten (10) Business Days thereafter the non-consenting Lender shall be deemed to have accepted such Purchase Offer unless the non-consenting Lender notifies Administrative Agent that it elects to purchase all of the consenting Lender’s right, title and interest in the collateral for a purchase price payable by the non-consenting Lender in an amount equal to the consenting Lender’s Pro Rata Share of the Net Proceeds. Any amount payable hereunder by a Lender shall be due on the earlier to occur of the closing of the sale of the collateral or ninety (90) days after the Purchase Offer, regardless of whether the collateral has been sold.

6.11Application of Payments. Except as otherwise provided below with respect to Defaulting Lenders, aggregate principal and interest payments, payments for Indemnified Liabilities, and/or foreclosure or sale of the collateral, and net operating income from the collateral during any period it is owned by Administrative Agent on behalf of Lenders (“Payments”) shall be apportioned pro rata among Lenders and payments of any fees (other than fees designated for Administrative Agent’s separate account) shall, as applicable, be apportioned pro rata among Lenders. Notwithstanding anything to the contrary in this Agreement, all Payments due and payable to Defaulting Lenders shall be due and payable to and be apportioned pro rata among Administrative Agent and Electing Lenders. Such apportionment shall be in the proportion that the Defaulting Lender Payment Amounts paid by them bears to the total Defaulting Lender Payment Amounts of such Defaulting Lender. Such apportionment shall be made until Administrative Agent and Lenders have been paid in full for the Defaulting Lender Payment Amounts. All pro rata Payments shall be remitted to Administrative Agent and all such payments not constituting payment of specific fees, and all proceeds of the Loan collateral received by Administrative Agent, shall be applied first, to pay any fees, indemnities, costs, expenses (including those in Section 6.7) and reimbursements then due to Administrative Agent from Borrower; second, to pay any fees, costs, expenses and reimbursements then due to Lenders from Borrower; third, to pay pro rata interest and late charges due in respect of the Indebtedness and Administrative Agent Advances; fourth, to pay or prepay pro rata principal of the Indebtedness and Administrative Agent Advances; fifth, to pay any indebtedness of Borrower under Swap Transactions; and last, to Borrower, if required by Law, or Lenders in Pro Rata Share percentages equal to their percentages at the termination of the Aggregate Commitments. Upon the occurrence and during the continuance of a Default, Administrative Agent, in its sole and absolute discretion, may alter the foregoing priorities of applications of payments and proceeds of collateral.

6.12Benefit. The terms and conditions of this Article 6 are inserted for the sole benefit of Administrative Agent and Lenders; the same may be waived in whole or in part, with or without terms or conditions, without prejudicing Administrative Agent’s or Lenders’ rights to later assert them in whole or in part.

6.13Co‑Agents; Lead Managers. None of the Lenders or other persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co‑agent,” “book manager,” or “lead manager,” “arranger,” “lead arranger” or “co-arranger” shall have any right, power,

24

obligation, liability, responsibility or duty under this Agreement other than, in the case of such lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other persons so identified as a “syndication agent,” “documentation agent,” “co-agent” or “lead manager” shall have or be deemed to have any fiduciary relationship with Lenders or any of them. Each Lender acknowledges that it has not relied, and will not rely, on any of Lenders or other persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

ARTICLE 7.SUBSTITUTION AND RELEASE OF COLLATERAL

7.1Substitution of Residential Property. Administrative Agent and Lenders agree that Borrower may substitute certain real property collateral (the “Substitute Property”) in place of the Residential Property upon satisfaction of the following conditions:

(a)Administrative Agent and Lenders shall have obtained an independent appraisal, satisfactory to Administrative Agent and Lenders in their sole discretion, demonstrating that the Appraised Value of the Substitute Property is equal to or greater than the Appraised Value of the Residential Property;

(b)Borrower shall deliver or cause to be delivered to Administrative Agent and Lenders documents, mortgages, certificates, and other filings necessary to grant, evidence, and perfect a valid, enforceable first priority security interest in the Substitute Property in favor of Administrative Agent or as otherwise required by Law;

(c)Borrower shall deliver or cause to be delivered to Administrative Agent such other items, documents, and certificates as Administrative Agent may reasonably request from Borrower and any other person or entity, in form and content reasonably satisfactory to Administrative Agent, including, without limitation, the items of the type described in Paragraphs 7 through 15 of Exhibit C as they pertain to the Substitute Property;

(d)Borrower shall pay all reasonable fees, costs and expenses incurred by Administrative Agent in connection with such substitution, including, without limitation, any legal fees, title and escrow fees and costs, and appraisal fees;

(e)At Borrower’s expense, the Title Insurance Company shall be committed to issue new title policies or such title endorsements to the policy of Title Insurance for the benefit of Administrative Agent as may be reasonably required by Administrative Agent, with no exceptions to title or encumbrances that are not acceptable to Administrative Agent in its sole discretion; and

(f)No Default or Potential Default shall be continuing at the time of the substitution.

7.2Release of Residential Property or Substitute Property in Connection with a Sale or Transfer. Administrative Agent and Lenders agree to release the Residential Property or the Substitute Property from the lien of the Residential Mortgage upon satisfaction of the following conditions:

(a)Such release shall be made concurrently with the sale and transfer of the Residential Property or the Substitute Property to a party other than Borrower or any of its Affiliates;

25

(b)Borrower or Guarantor shall pay to Administrative Agent, concurrently with such release, the greater of the following: (i) the Appraised Value of Residential Property or the Substitute Property, and (ii) $12,000,000;

(c)Borrower shall pay all reasonable fees, costs and expenses incurred by Administrative Agent in connection with such release, including, without limitation, any legal fees, title and escrow fees and costs, and appraisal fees;

(d)At Borrower’s expense, the Title Insurance Company shall be committed to issue such title endorsements to the policy of Title Insurance for the benefit of Administrative Agent as may be reasonably required by Administrative Agent; and

(e)No Default or Potential Default shall be continuing at the time of the release.

All amounts paid to Administrative Agent pursuant to this Section 7.2 in connection with the release of the Residential Property or the Substitute Property from the lien of the Residential Mortgage shall be applied as follows: (1) first to repayment of the Loan, until the entire Indebtedness is repaid in full and Lenders have no further commitment to advance Loan funds, and (2) second, any remaining amounts will be transmitted by Administrative Agent to the administrative agent or the lenders under the Term Loan Agreement for repayment of the Term Loan.

7.3Release of Residential Property or Substitute Property other than in Connection with a Sale or Transfer. If the following conditions are satisfied, Administrative Agent and Lenders shall release the Residential Property or the Substitute Property from the lien of the Residential Mortgage:

(f)The outstanding Principal Debt shall not exceed 50% of the Appraised Value of the Retail Project;

(g)The Retail Project must have achieved a Debt Service Coverage Ratio of at least 1.20 to 1, for the 90 day period ending 30 days prior to the date of the release of the Residential Property or the Substitute Property from the lien of the Residential Mortgage, and no change to the status of the Retail Project or the leasing of the Retail Project shall have occurred in the 30 days prior to the release date that, in Administrative Agent’s sole discretion, would cause the Retail Project to not maintain such required Debt Service Coverage Ratio;

(h)Administrative Agent and Lenders shall have obtained a market value appraisal of the Retail Project within 180 days prior to the date of the release of the Residential Property or the Substitute Property from the lien of the Residential Mortgage;

(i)Borrower shall pay all reasonable fees, costs and expenses incurred by Administrative Agent in connection with such release, including, without limitation, any legal fees, title and escrow fees and costs, and appraisal fees;

(j)At Borrower’s expense, the Title Insurance Company shall be committed to issue such title endorsements to the policy of Title Insurance for the benefit of Administrative Agent as may be reasonably required by Administrative Agent; and

(k)No Default or Potential Default shall be continuing at the time of the release.

26

7.4Partial Release of Residential Property or Substitute Property. The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent may release, in its sole discretion, a portion of the Residential Property or the Substitute Property from the lien of the Residential Mortgage so long as:

(e)The Residential Property or the Substitute Property shall be subject to a valid subdivision map or plat map, and shall constitute a legally subdivided parcel under applicable law;

(f)Administrative Agent shall have approved the legal description of the Residential Property or the Substitute Property and received and approved a Survey complying with the requirements of Exhibit D that depicts the Residential Property or the Substitute Property as a separate subdivided parcel;

(g)At Borrower’s expense, the Title Insurance Company shall be committed to issue such title endorsements to the policy of Title Insurance for the benefit of Administrative Agent as may be reasonably required by Administrative Agent; and

(h)No Default or Potential Default shall be continuing at the time of the release.

ARTICLE 8.GENERAL TERMS AND CONDITIONS

8.1Consents. Except where otherwise expressly provided in the Loan Documents or the Environmental Agreement, in any instance where the approval or consent of Administrative Agent or Lenders or the exercise of judgment by Administrative Agent or Lenders is required, the granting or denial of such approval or consent and the exercise of such judgment shall be (a) within the sole discretion of Administrative Agent or Lenders, and (b) deemed to have been given only by a specific writing intended for the purpose given and executed by Administrative Agent or Lenders. Notwithstanding any approvals or consents by Administrative Agent or Lenders, neither Administrative Agent nor any Lender has any obligation or responsibility whatsoever for the adequacy, form or content of any appraisal, any contract, any change order, any lease, or any other matter incident to the Property. Any inspection, appraisal or audit of the Property or the books and records of Borrower, or the procuring of documents and financial and other information by or on behalf of Administrative Agent, shall be for the protection of Administrative Agent and Lenders only, and shall not constitute an assumption of responsibility to Borrower or anyone else with regard to the condition, value, construction, maintenance or operation of the Property, or relieve Borrower of any of Borrower’s obligations. Borrower has selected all surveyors, architects, engineers, contractors, materialmen and all other persons or entities furnishing services or materials to the Project. Neither Administrative Agent nor any Lender has any duty to supervise or to inspect the Property, or has any duty of care to Borrower or any other person to protect against, or to inform Borrower or any other person of the existence of, any negligent, faulty, inadequate or defective design.

8.2Borrower’s Indemnity. Neither Administrative Agent nor any Lender shall be liable or responsible for, and Borrower shall indemnify each Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively, the “Indemnitees”) from and against: (a) any claim, action, loss or cost (including attorneys’ fees and costs) arising from or relating to (i) any defect in the Property or the Improvements, (ii) the performance or default of Borrower, Borrower’s surveyors, architects, engineers or contractors, or any other person, (iii) in connection with the protection and preservation of the Loan collateral (including those with respect to property taxes, insurance premiums, completion of construction, operation, management, improvements, maintenance, repair, sale and disposition), or (iv) the performance of any obligation of Borrower whatsoever; (b) any and all liabilities,

27

obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document, the Environmental Agreement or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment or Loan; or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto; (c) any and all claims, demands, actions or causes of action arising out of or relating to the use of Information (as defined in Section 8.7) or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with this Agreement; and (d) any and all liabilities, losses, costs or expenses (including reasonable attorneys’ fees and costs) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing claims, demands, actions, causes of action or proceedings, or as a result of the preparation of any defense in connection with any of the foregoing claims, demands, actions, causes of action or proceedings, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding and whether it is defeated, successful or withdrawn (all of the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Nothing, including any advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or Lenders. Inspection shall not constitute an acknowledgment or representation by Administrative Agent or any Lender that there has been or will be compliance with the Loan Documents, the Environmental Agreement or applicable Laws, governmental requirements or restrictive covenants, or that the construction is free from defective materials or workmanship. Administrative Agent’s failure to inspect shall not constitute a waiver of any rights of Administrative Agent or Lenders under the Loan Documents or the Environmental Agreement or at Law or in equity.

8.3Miscellaneous. This Agreement may be executed in several counterparts, all of which are identical, and all of which counterparts together shall constitute one and the same instrument. The Loan Documents and the Environmental Agreement are for the sole benefit of Administrative Agent, Lenders and Borrower and are not for the benefit of any third party. A determination that any provision of this Agreement is unenforceable or invalid shall not affect the enforceability or validity of any other provision and a determination that the application of any provision of this Agreement to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other persons, entities or circumstances. Time shall be of the essence with respect to Borrower’s obligations under the Loan Documents and the Environmental Agreement. This Agreement and its validity, enforcement and interpretation shall be governed by Hawaii Law (without regard to any conflict of Laws principles) and applicable United States federal Law.

8.4Notices.

(e)Modes of Delivery; Changes. Except as otherwise provided herein, all notices and other communications required or which any party desires to give under this Agreement, any other Loan Document or the Environmental Agreement shall be in writing. Unless otherwise specifically provided in such other Loan Document or the Environmental Agreement, all such notices and other

28

communications shall be deemed sufficiently given or furnished if delivered by personal delivery, by courier, by registered or certified United States mail, postage prepaid, or by facsimile (with, subject to clause (b) below, a confirmatory duplicate copy sent by first class United States mail), addressed to the party to whom directed or by (subject to clause (c) below) electronic mail address to Borrower, at the addresses set forth at the end of this Agreement or to Administrative Agent or Lenders at the addresses specified for notices on the Schedule of Lenders (unless changed by similar notice in writing given by the particular party whose address is to be changed). Any such notice or communication shall be deemed to have been given and received either at the time of personal delivery, or in the case of courier or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of facsimile, upon receipt; provided, however, that service of a notice required by any applicable statute shall be considered complete when the requirements of that statute are met. Notwithstanding the foregoing, no notice of change of address shall be effective except upon actual receipt. This Section 8.4 shall not be construed in any way to affect or impair any waiver of notice or demand provided in any Loan Document or the Environmental Agreement or to require giving of notice or demand to or upon any person in any situation or for any reason.

(f)Effectiveness of Facsimile Signatures. The Loan Documents and the Environmental Agreement may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all parties to the Loan Documents and the Environmental Agreement. Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not affect the effectiveness of any facsimile document or signature.

(g)Electronic Communications. Administrative Agent, Lenders, and Borrower agree that certain data related to the Loan (including confidential information, documents, applications and reports) may be transmitted electronically, including transmission over the Internet. This data may be transmitted to, received from or circulated among agents and representatives of Borrower, Administrative Agent, and/or Lenders and their respective Affiliates and other Persons involved with the subject matter of this Agreement. Borrower acknowledges and agrees that (i) there are risks associated with the use of electronic transmission and that Administrative Agent does not control the method of transmittal, the service providers or the operational or technical issues that could occur; (ii) Administrative Agent and the Lenders have no obligation or responsibility whatsoever and assume no duty or obligation for the security, receipt or third party interception of any such electronic transmission of data, or any operational or technical issues that may occur with the electronic transmission of data; and (iii) Borrower will release, hold harmless and indemnify Administrative Agent and each Lender from any claim, damage or loss, including that arising in whole or part from Administrative Agent’s and each Lender’s strict liability or sole, comparative or contributory negligence, which is related to the electronic transmission of data.

(h)Reliance by Administrative Agent and Lenders. Administrative Agent and Lenders shall be entitled to rely and act upon any notices (including telephonic Loan advance notices) purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such person on each notice purportedly given by or on behalf of Borrower. All telephonic notices to and other communications with

29

Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto hereby consents to such recording. If a Lender does not notify or inform Administrative Agent as to whether or not it consents to, or approves of, or agrees to any matter of any nature whatsoever with respect to which its consent, approval or agreement is required under the express provisions of this Agreement or with respect to which its consent, approval or agreement is otherwise requested by Administrative Agent, in connection with the Loan or any matter pertaining to the Loan, within ten (10) Business Days (or such longer period as may be specified by Administrative Agent) after such consent, approval or agreement is requested by Administrative Agent, Lender shall be deemed to have given its consent, approval or agreement, as the case may be, with respect to the matter in question.

8.5Payments Set Aside. To the extent that any payment by or on behalf of Borrower is made to Administrative Agent or any Lender, or Administrative Agent or any Lender exercises any right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law, to a depository (including Administrative Agent, any Lender or its or their Affiliates) for returned items or insufficient collected funds or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. Notwithstanding the foregoing, no Lender Party (as defined in Section 8.8) may exercise any right of set-off except in accordance with Section 8.8.

8.6Successors and Assigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of clause (b) below, (ii) by way of participation in accordance with the provisions of clause (d) below, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (f) below (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Pro Rata Share of the Loan at the time owing to it); provided that:

(i)except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and Pro Rata Share of the Loan at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund as defined in Exhibit B with respect to a Lender, the aggregate amount of the Commitment

30

(which for this purpose includes its Pro Rata Share of the Loan outstanding) subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);

(ii)each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to its Pro Rata Share of the Loan and the Commitment assigned; and

(iii)any assignment of a Commitment must be approved by Administrative Agent, unless the person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and

(iv)the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500.

Subject to acceptance and recording thereof by Administrative Agent pursuant to clause (c) of this Section 8.6, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, shall have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of this Agreement with respect to Borrower’s obligations surviving termination of this Agreement). Upon request, Administrative Agent shall prepare and Borrower shall execute and deliver a Note (“Replacement Note”) to the assignee Lender evidencing the assignee Lender’s Pro Rata Share of the Loan. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section 8.6.

(c)Administrative Agent, acting solely for this purpose as an agent of Borrower shall maintain at Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amount of each Lender’s Pro Rata Share of the Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, Administrative Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Any Lender may, without the consent of, but with prior notice to Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or its Pro Rata Share of the Loan owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Borrower,

31

Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (iv) except to the extent consented to by Administrative Agent in its sole discretion with respect to each participation, any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement.

(e)A Participant shall not be entitled to receive any greater payment under Sections 2.1 through 2.8, inclusive,than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant.

(f)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)If the consent of Borrower to an assignment or to an assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment threshold specified in clause (i) of the provision to the first sentence of clause (b) above), Borrower shall be deemed to have given its consent five Business Days after the date notice thereof has been delivered by the assigning Lender (through Administrative Agent) unless such consent is expressly refused by Borrower prior to such fifth Business Day.

8.7Confidentiality. Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 8.7, to (i) any assignee of or participant in, any of its rights or obligations under this Agreement, or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any Swap Contract or credit derivative transaction relating to obligations to Borrower or Guarantor; (g) with the consent of Borrower; or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 8.7, or (ii) becomes available to Administrative Agent or any Lender on a nonconfidential basis from a source other than Borrower. For the purposes of this Section 8.7, “Information” means all information received from Borrower or Guarantor relating to Borrower or Guarantor or their business, other than any such information that is available to Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by Borrower or Guarantor; provided that, in the case of information received from Borrower or Guarantor after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. Any person required to maintain the confidentiality of Information as provided in this Section 8.7 shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential information. Administrative Agent and Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending

32

industry, and service providers to Administrative Agent and Lenders in connection with the administration and management of this Agreement, the Loan and the Loan Documents.

8.8No Set-off. Neither Administrative Agent nor any Lender nor any assignee, Participant or Affiliate thereof (each, a “Lender Party”) shall proceed directly, by right of set-off, banker’s lien, counterclaim or otherwise, against any assets of Borrower or Guarantor (including any general or special, time or demand, provisional or other deposits or other indebtedness owing by such Lender Party to or for the credit or the account of Borrower or Guarantor) for the purpose of applying such assets against the Indebtedness, without the prior written consent of all Lenders.

8.9Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the portions of the Loan advanced by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off subject to Section 8.8 or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the portions of the Loan made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such portions of the Loan or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required payment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including the right of set-off, but subject to Section 8.8) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 8.9 and will in each case notify Lenders following any such purchases or repayments. Each Lender that purchases a participation interest pursuant to this Section 8.9 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

8.10Amendments; Survival. Administrative Agent and Lenders shall be entitled to amend (whether pursuant to a separate intercreditor agreement or otherwise) any of the terms, conditions or agreements set forth in Article 6 or as to any other matter in the Loan Documents or the Environmental Agreement respecting payments to Administrative Agent or Lenders or the required number of Lenders to approve or disapprove any matter or to take or refrain from taking any action, without the consent of Borrower or any other Person or the execution by Borrower or any other Person of any such amendment or intercreditor agreement. Subject to the foregoing, Administrative Agent may amend or waive any provision of this Agreement, any other Loan Document or the Environmental Agreement, or consent to any departure by any party to the Loan Documents or the Environmental Agreement therefrom which amendment, waiver or consent is intended to be within Administrative Agent’s discretion or determination, or otherwise in Administrative Agent’s reasonable determination shall not have a Material Adverse Effect; provided, however, otherwise no such amendment, waiver or consent shall be effective unless in writing, signed by the Required Lenders and Borrower or the applicable party to the Loan Documents or the Environmental Agreement, as the case may be, and acknowledged by Administrative Agent, and each such waiver or consent

33

shall be effective only in the specific instance and for the specific purpose for which given; providedfurther, however, no such amendment, waiver or consent shall:

(a)extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 5.2), without the written consent of such Lender (it being understood that a waiver of a Default shall not constitute an extension or increase in any Lender’s Commitment);

(b)postpone any date fixed by this Agreement, any other Loan Document or the Environmental Agreement for any payment or mandatory prepayment of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document or the Environmental Agreement, without the written consent of each Lender directly affected thereby;

(c)reduce the principal of, or the rate of interest specified herein on, any portion of the Loan or any fees or other amounts payable hereunder or any other Loan Document or the Environmental Agreement, without the written consent of each Lender directly affected thereby; provided, however, that Administrative Agent may waive any obligation of Borrower to pay interest at the Past Due Rate and/or late charges for periods of up to thirty (30) days, and only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Past Due Rate or late charges thereafter, or to amend the definition of “Past Due Rate” or “late charges”;

(d)change the percentage of the combined Commitments or of the aggregate unpaid principal amount of the Loan which is required for Lenders or any of them to take any action hereunder, without the written consent of each Lender;

(e)change the definition of “Pro Rata Share” or “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(f)amend this Section 8.10, or Section 8.8, or Section 8.9, without the written consent of each Lender;

(g)permit the sale, transfer, pledge, mortgage or assignment of any Loan collateral or any direct or indirect interest in Borrower, except as expressly permitted under the Loan Documents, without the written consent of each Lender; or

(h)transfer or release any lien on, or after foreclosure or other acquisition of title by Administrative Agent on behalf of Lenders transfer or sell, any Loan collateral except as permitted in Section 6.10, without the written consent of each Lender;

and, provided, further, that no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required above, affect the rights or duties of Administrative Agent under this Agreement, any other Loan Document or the Environmental Agreement. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased without the consent of such Lender.

This Agreement shall continue in full force and effect until the Indebtedness is paid in full and all of Administrative Agent’s and Lenders’ obligations under this Agreement are terminated; and all representations

34

and warranties and all provisions herein for indemnity of the Indemnitees, Administrative Agent and Lenders (and any other provisions herein specified to survive) shall survive payment in full, satisfaction or discharge of the Indebtedness, the resignation or removal of Administrative Agent or replacement of any Lender, and any release or termination of this Agreement or of any other Loan Documents.

8.11Costs and Expenses. Without limiting any Loan Document or the Environmental Agreement and to the extent not prohibited by applicable Laws, Borrower shall pay when due, shall reimburse to Administrative Agent for the benefit of itself and Lenders on demand and shall indemnify Administrative Agent and Lenders from, all reasonable out-of-pocket fees, costs and expenses paid or incurred by Administrative Agent in connection with the negotiation, preparation and execution of this Agreement, the other Loan Documents and the Environmental Agreement (and any amendments, approvals, consents, waivers and releases requested, required, proposed or done from time to time), or in connection with the disbursement, administration or collection of the Loan or the enforcement of the obligations of Borrower or the exercise of any right or remedy of Administrative Agent, including: (a) all reasonable fees and expenses of Administrative Agent’s counsel (including the market value of services of in-house counsel); (b) fees and charges of each inspector and engineer; (c) appraisal, re-appraisal and survey costs; (d) title insurance charges and premiums; (e) title search or examination costs, including abstracts, abstractors’ certificates and Uniform Commercial Code searches; (f) court, judgment and tax lien searches for Borrower, Development and Guarantor; (g) escrow fees; (h) fees and costs of environmental investigations, site assessments and remediations; (i) recordation taxes, documentary taxes, transfer taxes and mortgage taxes; (j) filing and recording fees; and (k) loan brokerage fees. Borrower shall pay all costs and expenses incurred by Administrative Agent, including reasonable attorneys’ fees (including the market value of services of in-house counsel), if the obligations or any part thereof are sought to be collected by or through an attorney at law, whether or not involving probate, appellate or administrative proceedings or proceedings under any Debtor Relief Law. Borrower shall pay all costs and expenses of complying with the Loan Documents and the Environmental Agreement. Borrower’s obligations under this Section 8.11 shall survive the delivery of the Loan Documents and the Environmental Agreement, the making of advances, the payment in full of the Indebtedness, the release or reconveyance of any of the Loan Documents, the foreclosure of the Mortgages or conveyance in lieu of foreclosure, any proceeding under any Debtor Relief Law, and any other event whatsoever.

8.12Tax Forms.

(a)(i)    Each Lender and each holder of a participation interest herein that is not a “United States person” (a “Foreign Lender”) within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) shall deliver to Administrative Agent, prior to receipt of any payment subject to withholding (or after accepting an assignment or receiving a participation interest herein), two duly-signed completed copies of either Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to a complete exemption from withholding on all payments to be made to such Foreign Lender by Borrower pursuant to this Agreement) or Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other evidence satisfactory to Borrower and Administrative Agent that such Foreign Lender is entitled to an exemption from or reduction of, United States withholding tax, including any exemption pursuant to Section 881(c) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to Administrative Agent such additional duly-completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then-current United States Laws and regulations to avoid, or such evidence as is satisfactory to

35

Borrower and Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by Borrower pursuant to the Loan Documents or the Environmental Agreement, (B) promptly notify Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lenders, and as may be reasonably necessary (including the re-designation of its lending office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender.

(i)Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents or the Environmental Agreement (for example, in the case of a typical participation by such Lender), shall deliver to Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of Administrative Agent (in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to U.S. withholding tax, and (B) two duly signed completed copies of United States Internal Revenue Service Form W-8IMY (or any successor thereto), together with any information such Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Lender is not acting for its own account with respect to a portion of any such sums payable to such Lender.

(ii)Borrower shall not be required to pay any additional amount to any Foreign Lender under Section 2.8(a) with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with a United States Internal Revenue Service Form W-8IMY pursuant to this subsection (a) if such Lender shall have failed to satisfy the foregoing provisions of this subsection (a); provided that if such Lender shall have satisfied the requirements of this subsection (a) on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Loan Documents or the Environmental Agreement, nothing in this subsection (a) shall relieve Borrower of its obligation to pay any amounts pursuant to Section 2.8 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other person for the account of which such Lender receives any sums payable under any of the Loan Documents or the Environmental Agreement is not subject to withholding or is subject to withholding at a reduced rate.

(iii)Administrative Agent may, without reduction, withhold any Taxes required to be deducted and withheld from any payment under any of the Loan Documents or the Environmental Agreement with respect to which Borrower is not required to pay additional amounts under this subsection (a).

(iv)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply

36

with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (v), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(b)Upon the request of Administrative Agent, each Lender that is a “United States person” within the meaning of Section 7701(a)(3) of the Code shall deliver to Administrative Agent two duly-signed completed copies of United States Internal Revenue Service Form W-9. If such Lender fails to deliver such forms, then Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable back-up withholding tax imposed by the Code, without reduction.

(c)If any Tribunal asserts that Administrative Agent did not properly withhold or back-up withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify Administrative Agent therefor, including all penalties and interest and costs and expenses (including attorneys’ fees) of Administrative Agent. The obligation of Lenders under this clause (c) shall survive the removal or replacement of a Lender, the payment of all Indebtedness and the resignation or replacement of Administrative Agent.

8.13Further Assurances. Borrower will, upon Administrative Agent’s request (a) promptly correct any defect, error or omission in any Loan Document or the Environmental Agreement, (b) execute, acknowledge, deliver, procure, record or file such further instruments and do such further acts as Administrative Agent deems necessary, desirable or proper to carry out the purposes of the Loan Documents and the Environmental Agreement and to identify and subject to the liens and security interest of the Loan Documents any property intended to be covered thereby, including any renewals, additions, substitutions, replacements or appurtenances to the Property, (c) execute, acknowledge, deliver, procure, file or record any document or instrument Administrative Agent deems necessary, desirable or proper to protect the liens or the security interest under the Loan Documents against the rights or interests of third persons, and (d) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts reasonably deemed necessary, desirable or proper by Administrative Agent to comply with the requirements of any agency having jurisdiction over Administrative Agent. In addition, at any time, and from time to time, upon request by Administrative Agent or any Lender, Borrower will, at Borrower’s expense, provide any and all further instruments, certificates and other documents as may, in the reasonable opinion of Administrative Agent or such Lender, be necessary or desirable in order to verify Borrower’s identity and background in a manner satisfactory to Administrative Agent or such Lender.

8.14Inducement to Lenders. The representations and warranties contained in this Agreement, the other Loan Documents and the Environmental Agreement (a) are made to induce Lenders to make the Loan and extend any other credit to or for the account of Borrower pursuant hereto, and Administrative Agent and Lenders are relying thereon and will continue to rely thereon, and (b) shall survive any foreclosure, any conveyance in lieu of foreclosure, or any proceedings under any Debtor Relief Law involving Borrower, Development, Guarantor or the Property.

37

8.15Forum. Each party to this Agreement hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the jurisdiction of any state court or any United States federal court sitting in the State specified in Section 8.3 of this Agreement and to the jurisdiction of any state court or any United States federal court sitting in the state in which any of the Property is located, over any suit, action or proceeding arising out of or relating to this Agreement or the Indebtedness. Each party to this Agreement hereby irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum. Each party to this Agreement hereby agrees and consents that, in addition to any methods of service of process provided for under applicable Law, all service of process in any such suit, action or proceeding in any state court or any United States federal court sitting in the state specified in Section 8.3 may be made by certified or registered mail, return receipt requested, directed to such party at its address for notice stated in the Loan Documents, or at a subsequent address of which Administrative Agent received actual notice from such party in accordance with the Loan Documents, and service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of Administrative Agent to serve process in any manner permitted by Law or limit the right of Administrative Agent to bring proceedings against any party in any other court or jurisdiction.

8.16Interpretation. References to “Dollars,” “$,” “money,” “payments” or other similar financial or monetary terms are references to lawful money of the United States of America. References to Articles, Sections and Exhibits are, unless specified otherwise, references to articles, sections and exhibits of this Agreement. Words of any gender shall include each other gender. Words in the singular shall include the plural and words in the plural shall include the singular. References to Borrower or Guarantor shall mean each person comprising the same, jointly and severally. The words “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” shall refer to this entire Agreement (including the attached exhibits) and not to any particular Article, Section, paragraph or provision. The words “include” and “including” shall be interpreted as if followed by the words “withoutlimitation.” Captions and headings in the Loan Documents are for convenience only and shall not affect the construction of the Loan Documents. The term “person” shall include firms, associations, partnerships (including limited partnerships and limited liability partnerships), joint ventures, trusts, corporations, limited liability companies and other legal entities, including public or governmental bodies, agencies or instrumentalities, as well as natural persons.

8.17No Partnership, etc. The relationship between Lenders (including Administrative Agent) and Borrower is solely that of lender and borrower. Neither Administrative Agent nor any Lender has any fiduciary or other special relationship with or duty to Borrower and none is created by the Loan Documents or the Environmental Agreement. Nothing contained in the Loan Documents, and no action taken or omitted pursuant to the Loan Documents, is intended or shall be construed to create any partnership, joint venture, association or special relationship between Borrower and Administrative Agent or any Lender or in any way to make Administrative Agent or any Lender a co‑principal with Borrower with reference to the Project, the Property or otherwise. In no event shall the rights and interests of Administrative Agent or Lenders under the Loan Documents or the Environmental Agreement be construed to give Administrative Agent or any Lender the right to control, or be deemed to indicate that Administrative Agent or any Lender is in control of, the business, properties, management or operations of Borrower.

8.18Records. The unpaid amount of the Loan and the amount of any other credit extended by Administrative Agent or Lenders to or for the account of Borrower set forth on the books and records of Administrative Agent shall be presumptive evidence of the amount thereof owing and unpaid, but failure to record any such amount on Administrative Agent’s books and records shall not limit or affect the obligations of Borrower under the Loan Documents to make payments on the Loan when due.

38

8.19USA Patriot Act Notice. Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Lender or Administrative Agent, as applicable, to identify Borrower in accordance with the Act.

8.20Entire Agreement. The Loan Documents and the Environmental Agreement constitute the entire understanding and agreement between and among Borrower, Administrative Agent and Lenders with respect to the transactions arising in connection with the Loan, and supersede all prior written or oral understandings and agreements between and among Borrower, Administrative Agent and Lenders with respect to the matters addressed in the Loan Documents or the Environmental Agreement. In particular, and without limitation, the terms of any commitment letter, letter of intent or quote letter by Administrative Agent or any Lender to make the Loan are merged into the Loan Documents and/or the Environmental Agreement, as applicable. Neither Administrative Agent nor any Lender has made any commitments to extend the term of the Loan past the stated Maturity Date or to provide Borrower with financing except as set forth in the Loan Documents. Except as incorporated in writing into the Loan Documents or the Environmental Agreement, there are not, and were not, and no persons are or were authorized by Administrative Agent or any Lender to make, any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in the Loan Documents or the Environmental Agreement.

THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

(Signatures appear on the following page)

39

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

	KUKUIʻULA VILLAGE LLC, a Delaware limited liability company By: KKV Management LLC, a Hawaii limited liability company, its Manager    By: A & B Properties, Inc., a Hawaii corporation, its Manager       By / s / Paul W. Hallin Name: Paul W. Hallin Its: Executive Vice President By / s / Alyson J. Nakamura Name: Alyson J. Nakamura Its: Secretary
Borrower’s Address for Notices: Kukui‘ula Village LLC c/o A & B Properties, Inc. 822 Bishop Street Honolulu, Hawaii 96813 Attention: Paul K. Ito Telephone: (808) 525-8415 Telecopier: (808) 525-6651 Electronic Mail: pito@abinc.com
The Federal Tax Identification Number   of Borrower: 26-0535997

Signature Page to Real Estate Term Loan Agreement

	KUKUIʻULA DEVELOPMENT COMPANY (HAWAII), LLC, a Hawaii limited liability company By: KDC, LLC, a Hawaii limited liability company, its Managing Member    By: A & B Properties, Inc., a Hawaii corporation, its Manager       By / s / Paul W. Hallin          Name: Paul W. Hallin          Its: Executive Vice President       By / s / Alyson J. Nakamura          Name: Alyson J. Nakamura          Its: Secretary
Development’s Address for Notices: Kukui‘ula Development Company (Hawaii), LLC c/o A & B Properties, Inc. 822 Bishop Street Honolulu, Hawaii 96813 Attention: Paul K. Ito Telephone: (808) 525-8415 Telecopier: (808) 525-6651 Electronic Mail: pito@abinc.com
The Federal Tax Identification Number   of Development: 04-3654195

Signature Page to Real Estate Term Loan Agreement

BANK OF AMERICA, N.A., as Administrative Agent

By:/ s / Krista Knutson

Name:Krista Knutson

Title:Vice President

Signature Page to Real Estate Term Loan Agreement

BANK OF AMERICA, N.A., as a Lender

By: / s / Krista Knutson___

Name: Krista Knutson

Title: Vice President_______

Signature Page to Real Estate Term Loan Agreement

EXHIBIT A-1

Legal Description of Retail Property

TMK: (4) 2-6-015-010

All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Royal Patent Number 6714, Land Commission Award Number 7714-B, Apana 2 to M. Kekuaiwa no M. Kekuanaoa, Royal Patent 4236, Land Commission Award 5314 to Kapa, and Royal Patent Number 6448, Land Commission Award Number 5482 to Ino) situate, lying and being at Koloa (Makai) and Lawa'i, Koloa, Kona, Island and County of Kauai, State of Hawaii, being LOT 10-A of the "KUKUI`ULA PARCEL X SUBDIVISION", same being a portion of Lot 10 of the "Kukui`ula Large-Lot Subdivision III", containing an area of 10.241 acres, more or less, as shown on the map prepared by Erik S. Kaneshiro, Land Surveyor, with Austin, Tsutsumi & Associates Inc., dated February 2, 2011, last revised August 3, 2011, approved by the Planning Department, County of Kauai, on September 13, 2011, and being more particularly described in AFFIDAVIT OF ERIK S. KANESHIRO dated September 20, 2011, recorded as Document No. 2011-154371.

Said above described parcel of land having been acquired as follows:

1. By KUKUI`ULA VILLAGE LLC, a Delaware limited liability company, by DEED WITH COVENANTS of KUKUI`ULA DEVELOPMENT COMPANY (HAWAII), LLC, a Hawaii limited liability company, dated October 31, 2011, recorded as Document No. 2007-194398.

2. By KUKUI'ULA VILLAGE LLC, a Delaware limited liability company, by QUITCLAIM DEED of KUKUI'ULA DEVELOPMENT COMPANY (HAWAII), LLC, a Hawaii limited liability company, June 28, 2012, recorded as Document No. A-46190940.

Together with Easement "13", affecting Lot 11, now known as Lot 11-C, for access, landscape maintenance and utility purposes, as granted in GRANT OF EASEMENT dated October 31, 2007, recorded as Document No. 2007-194399 and as described therein; subject to the terms and provisions contained therein, as amended by instrument dated June 28, 2012, recorded as Document No. A-45800601.

1

EXHIBIT A-2

Legal Description of Residential Property

TMK: (4) 2-6-015-011

All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Royal Patent Number 6714, Land Commission Award Number 7714-B, Apana 2 to M. Kekuaiwa no M. Kekuanaoa and Royal Patent Number 6448, Land Commission Award Number 5482 to Ino) situate, lying and being at Koloa (Makai), Koloa, Kona, Island and County of Kauai, State of Hawaii, being LOT 11-C of the "KUKUI`ULA PARCEL X SUBDIVISION", same being portions of Lots 10 and 11 of the "Kukui`ula Large-Lot Subdivision III", containing an area of 45.413 acres, more or less, as shown on the map prepared by Erik S. Kaneshiro, Land Surveyor, with Austin, Tsutsumi & Associates Inc., dated February 2, 2011, last revised August 3, 2011, approved by the Planning Department, County of Kauai, on September 13, 2011, and being more particularly described in AFFIDAVIT OF ERIK S. KANESHIRO dated September 20, 2011, recorded as Document No. 2011-154371.

Said above described parcel of land having been acquired as follows:

1. By KUKUI`ULA DEVELOPMENT COMPANY (HAWAII), LLC, a Hawaii limited liability company, by (a) LIMITED WARRANTY DEED of KDC, LLC, a Hawaii limited liability company, dated March 31, 2003, recorded as Document No. 2003-058405, and (b) LIMITED WARRANTY DEED of McBRYDE SUGAR COMPANY, LIMITED, a Hawaii corporation and ALEXANDER & BALDWIN, INC., dated March 31, 2005, recorded as Document No. 2005-062345.

2. By KUKUI`ULA DEVELOPMENT COMPANY (HAWAII), LLC, a Hawaii limited liability company, by QUITCLAIM DEED of KUKUI'ULA VILLAGE LLC, a Delaware limited liability company, dated June 28, 2012 and recorded as Document No. A-46190939.

Together with a non-exclusive easement for access and utility purposes over and across Lot "19",(Ala Kalanikaumaka) of the Kukui'ula Large-Lot Subdivision III, said Lot is currently held by KUKUI'ULA DEVELOPMENT COMPANY (HAWAII), LLC.

1

EXHIBIT B

DEFINITIONS

As used in this Agreement and the attached exhibits, the following terms shall have the following meanings:

“30-Day LIBOR Rate” means, for a period of one month, a rate of interest per annum equal to (a) LIBOR, as published by Reuters (or other commercially available source providing quotations of LIBOR as selected by Administrative Agent from time to time) as determined at approximately 11:00 a.m., London time determined two (2) London Banking Days prior to the commencement of such period for U.S. Dollar deposits being delivered in the London interbank eurodollar market for a term of one (1) month commencing that day, or (b) if such published rate is not available at such time for any reason, the rate per annum determined by Administrative Agent to be the rate at which deposits in U.S. Dollars for delivery on the date of determination in same day funds in the approximate amount of the Loan being made or maintained, as applicable, and with a term equal to one (1) month would be offered by Bank of America, N.A.’s London Branch to major banks in the London interbank eurodollar market at their request at the date and time of determination, in each case for the period (i) commencing on the date on which Borrower elects to enter into a Swap Contract with a Swap Counterparty through and including the last day of the calendar month in which such Swap Contract is entered into and (ii) with respect to each calendar month thereafter, on the first day of each calendar month through the end of such calendar month; provided that if such calendar month begins on a day that is not a Business Day, LIBOR for such month shall be LIBOR determined as of the next preceding Business Day.

“Actual Operating Revenue” means, with respect to any period of time, all income, computed on an annualized basis in accordance with generally accepted accounting principles, collected from the ownership and operation of the Retail Project from whatever source (other than any source affiliated with Borrower or Guarantor), including rents (other than percentage rents derived from leases which do not also have a reasonable market base rent; provided that in no event shall percentage rents included in the calculation of “Actual Operating Revenue” exceed twenty-five percent (25%) of all base rents in the aggregate), utility charges, escalations, service fees or charges, license fees, parking fees, and other required pass-throughs, but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, refunds from tenants, uncollectible accounts, sales of furniture, fixtures and equipment, interest income, condemnation awards, insurance proceeds (other than business interruption or other loss of income insurance), unforfeited security deposits, utility and other similar deposits, income from tenants not paying rent, income from tenants in bankruptcy, and non-recurring or extraordinary income, including lease termination payments. Actual Operating Revenue shall be net of rent concessions and credits. Actual Operating Revenue shall be subject to appropriate seasonal and other adjustments in Administrative Agent’s sole discretion.

“Administrative Agent” means Bank of America, N.A., in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent Advances” means advances as set forth in Section 2.10 of this Agreement.

“Administrative Agent’s Office” means Administrative Agent’s address and, as appropriate, account as set forth on the Schedule of Lenders, or such other address or account as Administrative Agent hereafter may designate by written notice to Borrower and Lenders.

1

“Administrative Agent’s Time” means Pacific Standard Time.

“Affiliate” means any person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under direct or indirect common control with, another person. A person shall be deemed to be “controlled by” any other person if such other person possesses, directly or indirectly, power (a) to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners or the equivalent; or (b) to direct or cause the direction of the management and policies of such person whether by contract or otherwise.

“Agent-Related Persons” means Administrative Agent, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and Affiliates.

“Aggregate Commitments” means the Commitments of all Lenders.

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement, and includes all exhibits attached hereto and referenced in Section 1.1.

“Appraised Value” means (a) with respect to the Retail Project, the appraised “As-Is” value of the Retail Project, (b) with respect to the Residential Property, the appraised “As-Is” value of the Residential Property, and (c) with respect to the Substitute Property, the appraised “As-Is” value of the Substitute Property, as each is determined by Administrative Agent pursuant to the most recent appraisal received and approved by Administrative Agent.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved Lease” means a lease as defined in Exhibit E.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit F.

“Assignments” means collectively, (a) that certain Assignment of Rents and Leases by Borrower in favor of the Administrative Agent for the benefit of the Lenders and (b) that certain Assignment of Rents and Leases by Development in favor of the Administrative Agent for the benefit of the Lenders.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate and (c) the LIBOR Daily Floating Rate plus 1.00%.

“Borrower” has the meaning set forth in the introductory paragraph of this Agreement.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where Administrative Agent’s Office is located.

“Closing Checklist” means that certain Closing Requirements and Checklist setting forth the conditions for closing the Loan and recording the Mortgages.

“Commitment” means, as to each Lender, its obligation to advance its Pro Rata Share of the Loan in an aggregate principal amount not exceeding the amount set forth opposite such Lender’s name on the

2

Schedule of Lenders at any one time outstanding, as such amount may be adjusted from time to time in accordance with this Agreement.

“Debt Service Amount” means the monthly payments of principal and interest that would be necessary to fully amortize an assumed loan with the following characteristics: (i) the amount of such loan is the Principal Debt; (ii) the interest rate on such loan is equal to the greater of (A) the sum of two and one-half percent (2.50%) per annum and the weekly average yield on United States Treasury Securities Constant Maturities Series issued by the United States Government for a ten (10) year term as most recently published by the Board of Governors of the Federal Reserve System and the Federal Reserve Statistical Release H.15(519) (or any similar or successor publication selected by Administrative Agent) as of such date of determination of the debt service amount or (B) six and one-half percent (6.50%) per annum; and (iii) the amortization period is thirty (30) years.

“Debt Service Coverage Ratio” means the ratio determined by dividing Net Operating Income by the Debt Service Amount.

“Debtor Relief Law” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” has the meaning set forth in Section 5.1 of this Agreement.

“Defaulting Lender” means a Lender that fails to pay its Pro Rata Share of a Payment Amount within five (5) Business Days after notice from Administrative Agent, until such Lender cures such failure as permitted in this Agreement.

“Defaulting Lender Amount” means the Defaulting Lender’s Pro Rata Share of a Payment Amount.

“Defaulting Lender Payment Amount” means a Defaulting Lender Amount plus interest from the date such Defaulting Lender Amount was funded by Administrative Agent and/or an Electing Lender, as applicable, to the date such amount is repaid to Administrative Agent and/or such Electing Lender, as applicable, at the rate per annum applicable to such Defaulting Lender Amount under the Loan or otherwise at the Base Rate.

“Development”means Kukui‘ula Development Company (Hawaii), LLC, a Hawaii limited liability company.

“Effective Date” means the date all conditions on Exhibit C are either satisfied or waived by Administrative Agent.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other person (other than a natural person) approved by Administrative Agent and, unless a Default has occurred and is continuing, Borrower (each such approval not to be unreasonably withheld or delayed).

“Environmental Agreement” means the Environmental Indemnity Agreement of even date herewith by and among Borrower, Guarantor, Development and Administrative Agent for the benefit of Lenders.

“ERISA” has the meaning set forth in Section 3.12 of this Agreement.

3

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for that day shall be the rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on the next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upwards to the next higher 1/100 of 1%) charged to Bank of America, N.A. on such day on such transactions as determined by Administrative Agent.

“Financial Statements” means (a) for each Reporting Party (including Guarantor), a balance sheet, income statement, statements of cash flow , a statement of changes in equity, and unless Administrative Agent otherwise consents, consolidated and consolidating statements if the Reporting Party is a holding company or a parent of a subsidiary entity and (b) for Guarantor, copies of each financial statement sent to the stockholders of Guarantor, which Guarantor may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise identified in the foregoing clause (a).

“Fund” means any person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial real estate loans and similar extensions of credit in the ordinary course of its business.

“Guarantor” means Alexander & Baldwin, Inc., a Hawaii corporation.

“Improvements” means all on‑site and off‑site improvements to the Land, together with all fixtures, tenant improvements and appurtenances now or later to be located on the Land and/or in such improvements.

“Indebtedness” means any and all indebtedness to Administrative Agent and/or Lenders evidenced, governed or secured by, or arising under, any of the Loan Documents, including the Loan.

“Indemnified Liabilities” has the meaning set forth in Section 8.2.

“Intercreditor Agreement” means the Intercreditor Agreement of even date herewith by Administrative Agent and Bank of America, N.A., as administrative agent under the Term Loan.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“Land” means, collectively, (a) the Retail Project, (b) the Residential Property, and (c) the Substitute Property.

“Laws” means all constitutions, treaties, statutes, laws, ordinances, regulations, rules, orders, writs, injunctions, or decrees of the United States of America, any state or commonwealth, any municipality, any foreign country, any territory or possession, or any Tribunal.

“Lender” means each lender from time to time party to this Agreement.

4

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such on the Schedule of Lenders, or such other office or offices as such Lender may from time to time notify Borrower and Administrative Agent.

“LIBOR” means the British Bankers Association LIBOR Rate or the successor thereto if the British Bankers Association is no longer making a LIBOR rate available.

“LIBOR Daily Floating Rate” means, for any day, a fluctuating rate of interest per annum equal to (a) LIBOR, as published by Reuters (or other commercially available source providing quotations of LIBOR as selected by Administrative Agent from time to time) as determined at approximately 11:00 a.m., London time determined two (2) London Banking Days prior to such date for U.S. Dollar deposits being delivered in the London interbank eurodollar market for a term of one (1) month commencing that day, or (b) if such published rate is not available at such time for any reason, the rate per annum determined by Administrative Agent to be the rate at which deposits in U.S. Dollars for delivery on the date of determination in same day funds in the approximate amount of the Loan being made or maintained, as applicable, and with a term equal to one (1) month would be offered by Bank of America, N.A.’s London Branch to major banks in the London interbank eurodollar market at their request at the date and time of determination.

“Loan” means the loan by Lenders to Borrower, in the maximum amount of $34,580,000.00.

“Loan Documents” means this Agreement (including all exhibits), the Mortgages, the Notes, the Assignments, any guaranty, financing statements, any assignment of a Swap Contract, and such other documents evidencing, securing or pertaining to the Loan as shall, from time to time, be executed and/or delivered by Borrower, Guarantor, or any other party to Administrative Agent or any Lender pursuant to this Agreement, as they may be amended, modified, restated, replaced or supplemented from time to time.

“London Banking Day” means a day on which banks in London are open for business and dealing in offshore dollars.

“Material Adverse Effect” means: (a) a material adverse change in, or a material adverse effect upon, the Project, or the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) of Borrower or Guarantor; provided, however, the fact that the transfer of equity in Borrower permitted under Section 3.14 has occurred, shall not constitute a Material Adverse Effect in and of itself; (b) a material impairment of the ability of Borrower or Guarantor to perform their respective obligations under any Loan Documents to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any party to the Loan Documents or the Environmental Agreement of any such document or agreement to which it is a party.

“Maturity Date” means November 4, 2016.

“Mortgages” means collectively, the Retail Mortgage and the Residential Mortgage.

“Net Operating Income” means, with respect to any period of time, the amount obtained by subtracting actual Operating Expenses from Actual Operating Revenue as such amount may be adjusted by Administrative Agent in its reasonable discretion based on Administrative Agent’s underwriting standards, including adjustments for vacancy allowance and other concessions. As used herein, “vacancy allowance” means an allowance for reductions in potential income attributable to vacancies, tenant turnover, and nonpayment of rent.

5

“Notes” means the promissory notes executed by Borrower, pursuant to this Agreement, and payable to the order of each Lender in the amount of the Lender’s Commitment and collectively in the maximum principal amount of the Loan, substantially in the form of Exhibit G, as amended, modified, replaced, restated, extended or renewed from time to time.

“Obligations” means all liabilities, obligations, covenants and duties of, any party to a Loan Document arising under or otherwise with respect to any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any party to a Loan Document or any Affiliate thereof of any proceeding under any Debtor Relief Law naming such person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceedings.

“Operating Expenses” means, with respect to any period of time, the total of all expenses actually paid or payable, computed on an annualized basis in accordance with generally accepted accounting principles, of whatever kind relating to the ownership, operation, maintenance or management of the Retail Project, including utilities, ordinary repairs and maintenance, insurance premiums, ground rents, if any, license fees, Taxes, advertising expenses, payroll and related taxes, management fees equal to the greater of three percent (3%) of Actual Operating Revenue or the management fees actually paid under any management agreement, operational equipment or other lease payments as approved by Administrative Agent, normalized capital expenditures equal to $39,950.00 per year, and normalized tenant improvement costs and/or leasing commissions equal to $119,000.00 per year and capital reserve payments or deposits, but specifically excluding depreciation and amortization, income taxes, debt service on the Loan, any item of expense that would otherwise be covered by the provisions hereof but which is paid by any tenant under such tenant’s lease or other agreement provided such reimbursement by tenant is not included in the calculation of Actual Operating Revenue. Operating Expenses shall be subject to appropriate seasonal and other adjustments in Administrative Agent’s reasonable discretion.

“Payment Amount” means an Advance of the Loan, an unreimbursed Administrative Agent Advance, an unreimbursed Indemnified Liability or any other amount that a Lender is required to fund under this Agreement.

“Potential Default” means any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become a Default.

“Prime Rate” means, on any day, the rate of interest per annum then most recently established by Administrative Agent as its “prime rate,” it being understood and agreed that such rate is set by Administrative Agent as a general reference rate of interest, taking into account such factors as Administrative Agent may deem appropriate, that it is not necessarily the lowest or best rate actually charged to any customer or a favored rate, that it may not correspond with future increases or decreases in interest rates charged by other lenders or market rates in general, and that Administrative Agent may make various business or other loans at rates of interest having no relationship to such rate. If Administrative Agent (including any subsequent Administrative Agent) ceases to exist or to establish or publish a prime rate from which the Prime Rate is then determined, the applicable variable rate from which the Prime Rate is determined thereafter shall be instead the prime rate reported in The Wall Street Journal (or the average prime rate if a high and a low prime rate are therein reported), and the Prime Rate shall change without notice with each change in such prime rate as of the date such change is reported.

“Principal Debt” means the aggregate unpaid principal balance of this Loan at the time in question.

6

“Pro Rata Share” means, with respect to each Lender at any time, a fraction expressed as a percentage, the numerator of which is the amount of the Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments at such time or, if the Aggregate Commitments have been terminated, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the total outstanding amount of all Indebtedness held by such Lender at such time and the denominator of which is the total outstanding amount of all Indebtedness at such time. The initial Pro Rata Share of each Lender named on the signature pages hereto is set forth opposite the name of that Lender on the Schedule of Lenders.

“Project” means the Land and Improvements and, if applicable, the leasing and operation of the Improvements.

“Property” means the Land, the Improvements and all other property constituting the “Property” as described and defined in the Mortgages, or subject to a right, lien or security interest to secure the Loan pursuant to any other Loan Document.

“Reporting Party” means each party for whom Financial Statements are required to be delivered to Lender.

“Reporting Period” means a specified period to which Financial Statements relate.

“Required Lenders” means as of any date of determination Lenders having at least 66-2/3% of the Aggregate Commitments or, if the Aggregate Commitments have been terminated, Lenders holding in the aggregate at least 66-2/3% of the total outstanding amount of all Indebtedness; provided that the Commitment of, and the portion of the total outstanding amount of all Indebtedness held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required Lenders.

“Residential Mortgage” means that certain Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated of even date herewith, made by Development (as Mortgagor therein) in favor of Administrative Agent covering the Residential Property, securing repayment of the Indebtedness and Borrower’s performance of its other obligations to Administrative Agent and Lenders under the Loan Documents, as amended, modified, supplemented, restated and replaced from time to time.

“Residential Property” means the real property described on Exhibit A-2.

“Retail Mortgage” means that certain Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated of even date herewith, made by Borrower (as Mortgagor therein) in favor of Administrative Agent covering the Retail Property, securing repayment of the Indebtedness and Borrower’s performance of its other obligations to Administrative Agent and Lenders under the Loan Documents, as amended, modified, supplemented, restated and replaced from time to time.

“Retail Project” means the Retail Property and Improvements located thereon.

“Retail Property” means the real property described on Exhibit A-1.

“Schedule of Lenders” means the schedule of Lenders party to this Agreement as set forth on Exhibit H, as it may be modified from time to time in accordance with this Agreement.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

7

“Subsidiary” means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries.

“Substitute Property” has the meaning set forth in Section 7.1 of this Agreement.

“Survey” means a survey prepared in accordance with Exhibit D or as otherwise approved by Administrative Agent in its reasonable discretion.

“Swap Contract” means any agreement, whether or not in writing, relating to any Swap Transaction, including, unless the context otherwise clearly requires, any agreement or contract that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute, and CFTC Regulation 1.3(xxx), any form of master agreement published by the International Swaps and Derivatives Association, Inc., and any other master agreement (any such master agreement, together with any related schedules, as amended, restated, extended, supplemented or otherwise modified in writing from time to time, a “Master Agreement”), entered into prior to the date hereof or any time after the date hereof, between Swap Counterparty and Borrower (or its Affiliate), together with any related schedule and confirmation, as amended, supplemented, superseded or replaced from time to time.

“Swap Counterparty” means Administrative Agent, any Lender, or an Affiliate of Administrative Agent or Lender, in its capacity as counterparty under any Swap Contract.

“Swap Transactions” means (a) any and all rate swap transactions, basis swaps, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, or (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any Master Agreement, including any such obligations or liabilities under any Master Agreement.

“Taxes” means all taxes, assessments, fees, levies, imposts, duties, deductions, withholdings, or other charges of any nature whatsoever from time to time or at any time imposed by any Law or Tribunal, including any such Taxes as defined and described in Section 2.8.

“Term Loan” means the loan provided by certain lenders pursuant to the Term Loan Agreement.

“Term Loan Agreement” means the Loan Agreement, dated of even date herewith, by Borrower, Bank of America, N.A., as administrative agent, and certain other lenders (and their respective successors and assigns), as amended, modified, restated, and renewed from time to time.

“Title Company” means First American Title Insurance Company.

“Title Insurance” means the loan policy or policies of title insurance issued to Administrative Agent for the benefit of Lenders by Title Company, in an amount equal to the maximum principal amount of the

8

Loan, insuring the validity and priority of the Mortgages encumbering the Land and Improvements for the benefit of Administrative Agent and Lenders, as further described in Exhibit C hereto.

“Tribunal” means any state, commonwealth, federal, foreign, territorial or other court or governmental department, commission, board, bureau, district, authority, agency, central bank, or instrumentality, or any arbitration authority.

9

EX-10.AXXVI

Term Loan Agreement

among

Kukui‘ula Village LLC,a Delaware limited liability company

and

Bank of America, N.A.,

as Administrative Agent

and

The Other Financial Institutions

Party Hereto

Dated as of November 5, 2013

i

TERM LOAN AGREEMENT

This Term Loan Agreement (“Agreement”) is made by and among each lender from time to time a party hereto (individually, a “Lender” and collectively, the “Lenders”), Bank of America, N.A., a national banking association, as Administrative Agent, and Kukui‘ula Village LLC, a Delaware limited liability company (“Borrower”), who agree as follows:

Article I.THE LOAN

1.1General Information and Exhibits. This Agreement includes the Exhibits listed below, all of which Exhibits are attached hereto and made a part hereof for all purposes. Borrower and Lenders agree that if any Exhibit to be attached to this Agreement contains blanks, the same shall be completed correctly and in accordance with this Agreement prior to or at the time of the execution and delivery thereof.

Exhibit A	Definitions
Exhibit B	Conditions Precedent to Closing
Exhibit C	Letters of Credit
Exhibit D	Assignment and Assumption
Exhibit E	Note
Exhibit F	Schedule of Lenders
Exhibit G	Post-Closing Obligations
Exhibit H	Compliance Certificate
Exhibit I	Swap Contracts

The Exhibits contain other terms, provisions and conditions applicable to the Loan. Capitalized terms used in this Agreement shall have the meanings assigned to them in the Definitions set forth in Exhibit A. This Agreement and the other Loan Documents, which must be in form, detail and substance satisfactory to Lenders, evidence the agreements of Borrower and Lenders with respect to the Loan. Borrower shall comply with all of the Loan Documents.

1.2Purpose. The proceeds of the Loan shall be used by Borrower to advance funds to restructure certain existing loans, and to pay certain fees, costs and expenses relating to the Loan.

1.3Commitment to Lend. Borrower agrees to borrow from each Lender, and each Lender severally agrees to make a single advance of its Pro Rata Share of the Loan. The Loan is not revolving. Any amount repaid may not be reborrowed.

1.4Letter of Credit. As security for the Loan and all accrued interest thereon, and as a closing condition, Borrower shall be required to provide to Administrative Agent, for the benefit of the Lenders, the Letter of Credit, upon the terms and conditions set forth on Exhibit C attached hereto.

1.5Evidence of Debt. The amount of the Loan funded by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by Administrative Agent in the ordinary course of business. The account or records maintained by Administrative Agent and each Lender shall be conclusive absent manifest error of the amounts of the Loan funded by Lenders to Borrower and the interest and payments thereon. Any failure to record such amounts, interest or payments or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing

1

with respect to the Indebtedness. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records.

ARTICLE II.INTEREST RATES, ADVANCES AND PAYMENTS

2.1Interest Rates. The Principal Debt from day to day outstanding which is not past due shall bear interest at a rate per annum equal to the following: (a) from the Effective Date until the date on which Borrower elects to enter into a Swap Contract with a Swap Counterparty, the LIBOR Daily Floating Rate plus 2.00%; and (b) from the date on which Borrower elects to enter into a Swap Contract with a Swap Counterparty and all times thereafter, the 30-Day LIBOR Rate.

2.2Computations and Determinations. All interest shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day). Administrative Agent shall determine each interest rate applicable to the Principal Debt in accordance with this Agreement and its determination thereof shall be conclusive in the absence of manifest error. The books and records of Administrative Agent shall be prima facie evidence of all sums owing to Lenders from time to time under the Loan, but the failure to record any such information shall not limit or affect the obligations of Borrower under the Loan Documents.

2.3Unavailability of Rate. If Administrative Agent or the Required Lenders determine that no adequate basis exists for determining the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate or that the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate will not adequately and fairly reflect the cost to Lenders of funding or maintaining the Loan, and Administrative Agent so notifies Borrower and Lenders, then, until Administrative Agent notifies Borrower and Lenders that the circumstances giving rise to such determination no longer exist, the Principal Debt from day to day outstanding which is not past due shall bear interest from the date Administrative Agent so notifies Borrower until the Maturity Date of the Notes (whether by acceleration, declaration, extension or otherwise) at a fluctuating rate of interest equal to the Prime Rate plus one percent (1.00%) per annum. In addition, with respect to the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate, if any Lender determines, and notifies Administrative Agent and Borrower, that any applicable Law or any request or directive (whether or not having the force of Law) of any Tribunal or compliance therewith by the Lender prohibits or restricts or makes impossible the making or maintaining the Loan at the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate or the charging of interest at the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate, then until the Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of the Lender to fund the Loan at the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate shall be suspended, and (b) all existing principal of the Loan funded by such Lender shall automatically bear interest at the Prime Rate plus one percent (1.00%) per annum, immediately. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of the Lender, otherwise be materially disadvantageous to the Lender.

2.4Past Due Rate. If any amount payable by Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Past Due Rate to the fullest extent permitted by applicable Law.Accrued and unpaid interest on past due amounts (including interest on past due interest)

2

shall be due and payable on demand, at a rate per annum (the “Past Due Rate”) equal to eight and one-half percent (8.50%) plus the higher of (a) the Prime Rate, or (b) the LIBOR Daily Floating Rate.

2.5Prepayment. Borrower may prepay the principal balance of the Notes, in full at any time or in part from time to time, provided that: (i) Administrative Agent shall have actually received from Borrower prior written notice of Borrower’s intent to prepay, the amount of principal that will be prepaid (the “Prepaid Principal”), and the date on which the prepayment will be made; (ii) each prepayment shall be in the amount of $1,000 or larger integral multiple of $1,000 (unless the prepayment retires the outstanding balance of the Loan in full); and (iii) each prepayment shall be in the amount of 100% of the Prepaid Principal, plus accrued unpaid interest thereon to the date of prepayment, plus any other sums which have become due to Administrative Agent and Lenders under the Loan Documents on or before the date of prepayment but which have not been paid; subject, however, to any termination requirements that may be applicable should Borrower elect to enter into a Swap Contract with a Swap Counterparty as provided herein.

2.6Late Charges. If Borrower fails to make any monthly payment under the terms of this Agreement within fifteen (15) days after the date such payment is due, Borrower shall pay to the applicable Lender or Lenders on demand a late charge equal to four percent (4%) of such payment. Such fifteen (15) day period shall not be construed as in any way extending the due date of any payment. The “late charge” is imposed for the purpose of defraying the expenses of a Lender incident to handling such delinquent payment. This charge shall be in addition to, and not in lieu of, any other remedy Lenders may have and is in addition to any fees and charges of any agents or attorneys which Administrative Agent or Lenders may employ upon the occurrence of a Default, whether authorized herein or by Law. Borrower will pay this late charge only once on any late payment.

2.7Payment Schedule and Maturity Date. The entire principal balance of the Loan then unpaid and all accrued interest then unpaid shall be due and payable in full on the Maturity Date. Accrued unpaid interest shall be due and payable on the first day of the first calendar month after the date of this Agreement and on the first day of each calendar month thereafter until all principal and accrued interest owing on this Loan shall have been fully paid and satisfied.

2.8Taxes.

(a)Any and all payments by Borrower to or for the account of Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of Administrative Agent and any Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which Administrative Agent or such Lender, as the case may be, is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges and liabilities being included within the definition of “Taxes” herein). If Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.8), Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment, Borrower shall furnish to Administrative Agent (who shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof.

3

(b)In addition, Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).

(c)If Borrower shall be required by the Laws of any jurisdiction outside the United States to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to Administrative Agent or any Lender, Borrower shall also pay to such Lender or Administrative Agent (for the account of such Lender), at the time interest is paid, such additional amount that such Lender specifies is necessary to preserve the after-tax yield (after factoring in United States (federal and state) taxes imposed on or measured by net income) the Lender would have received if such deductions (including deductions applicable to additional sums payable under this Section 2.8) had not been made.

(d)Borrower agrees to indemnify Administrative Agent and each Lender for the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 2.8) paid by Administrative Agent and such Lender relating to any Loan Document and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Tribunal. Payment under this clause (d) shall be made within thirty (30) days after Administrative Agent or the Lender makes a demand therefor.

(e)Without prejudice to the survival of any other agreement of Borrower hereunder, the agreements and obligations of Borrower contained in this Section 2.8 shall survive the termination of the Commitments and the payment in full of all the other Indebtedness.

2.9Payments.

(a)All payments by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent not later than 12:00 p.m. (Administrative Agent’s Time) on the date specified herein. Administrative Agent shall distribute to each Lender, such funds as such Lender may be entitled to receive hereunder, (i) on or before 3:00 p.m. (Administrative Agent’s Time) on the day Administrative Agent receives such funds, if Administrative Agent has received such funds on or before 12:00 p.m. (Administrative Agent’s Time), or (ii) on or before 12:00 p.m. (Administrative Agent’s Time) on the Business Day following the day Administrative Agent receives such funds, if Administrative Agent receives such funds after 12:00 p.m. (Administrative Agent’s Time). If Administrative Agent fails to timely pay any amount to any Lender in accordance with this clause (a), Administrative Agent shall pay to such Lender interest at the Federal Funds Rate on such amount, for each day from the day such amount was to be paid until it is paid to such Lender.

(b)Except as otherwise expressly provided herein, all payments by Borrower or any Lender shall be made to Administrative Agent at Administrative Agent’s Office not later than the time for such type of payment specified in this Agreement. All payments received after such time shall be deemed received on the next succeeding Business Day. All payments shall be made in immediately available funds in lawful money of the United States of America. Whenever any payment falls due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day.

(c)Upon satisfaction of any applicable terms and conditions set forth herein, Administrative Agent shall promptly make any amounts received in accordance with clause (b) above

4

available in like funds received, if payable to any Lender, by wire transfer to such Lender at the address specified in the Schedule of Lenders.

(d)Unless Borrower has notified Administrative Agent, prior to the date any payment is required to be made by it to Administrative Agent, that Borrower will not make such payment, Administrative Agent may assume that Borrower has timely made such payment and may (but shall not be required to do so) in reliance thereon, make available a corresponding amount to the person or entity entitled thereto. If and to the extent that such payment was not in fact made to Administrative Agent in immediately available funds, then if Borrower failed to make such payment, each Lender shall forthwith on demand repay to Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by Administrative Agent to such Lender to the date such amount is repaid to Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect. A notice of Administrative Agent to Borrower with respect to any amount owing under this clause (d) shall be conclusive, absent any manifest error.

2.10Administrative Agent Advances.

(a)Administrative Agent is authorized, from time to time, in Administrative Agent’s sole discretion to make, authorize or determine advances of the Loan, or otherwise expend funds, on behalf of Lenders (“Administrative Agent Advances”), (i) to pay any costs, fees and expenses as described in Section 8.11 herein, (ii) when the applicable conditions precedent set forth in Exhibit B have been satisfied to the extent required by Administrative Agent, and (iii) when Administrative Agent deems necessary or desirable to preserve or protect the Loan collateral subject to Section 6.5, after the occurrence of a Default.

(b)Administrative Agent Advances shall constitute obligatory advances of Lenders under this Agreement, shall be repayable on demand and secured by the Loan collateral, and if unpaid by Lenders as set forth below, shall bear interest at the rate applicable to such amount under the Loan or if no longer applicable, at the Base Rate. Administrative Agent shall notify each Lender in writing of each Administrative Agent Advance. Upon receipt of notice from Administrative Agent of its making of an Administrative Agent Advance, each Lender shall make the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Administrative Agent Advance available to Administrative Agent, in same day funds, to such account of Administrative Agent as Administrative Agent may designate, (i) on or before 3:00 p.m. (Administrative Agent’s Time) on the day Administrative Agent provides Lenders with notice of the making of such Administrative Agent Advance if Administrative Agent provides such notice on or before 12:00 p.m. (Administrative Agent’s Time), or (ii) on or before 12:00 p.m. (Administrative Agent’s Time) on the Business Day immediately following the day Administrative Agent provides Lenders with notice of the making of such advance if Administrative Agent provides notice after 12:00 p.m. (Administrative Agent’s Time).

5

2.11Defaulting Lender.

(a)Notice and Cure of Lender Default; Election Period; Electing Lenders. Administrative Agent shall notify (such notice being referred to as the “Default Notice”) Borrower (for Loan advances) and each non-Defaulting Lender if any Lender is a Defaulting Lender. Each non-Defaulting Lender shall have the right, but in no event and under no circumstance the obligation, to fund such Defaulting Lender Amount, provided that within twenty (20) days after the date of the Default Notice (the “Election Period”), the non-Defaulting Lender or Lenders (each such Lender, an “Electing Lender”) irrevocably commit(s) by notice in writing (an “Election Notice”) to Administrative Agent, the other Lenders and Borrower to fund the Defaulting Lender Amount. If Administrative Agent receives more than one Election Notice within the Election Period, then the commitment to fund the Defaulting Lender Amount shall be apportioned pro rata among the Electing Lenders in the proportion that the amount of each such Electing Lender’s Commitment bears to the total Commitments of all Electing Lenders. If the Defaulting Lender fails to pay the Defaulting Lender Payment Amount within the Election Period, the Electing Lender or Electing Lenders, as applicable, shall be automatically obligated to fund the Defaulting Lender Amount (and the Defaulting Lender shall no longer be entitled to fund such Defaulting Lender Amount) within three (3) Business Days following the expiration of the Election Period to reimburse Administrative Agent or make payment to Borrower, as applicable. Notwithstanding anything to the contrary contained herein, if Administrative Agent has funded the Defaulting Lender Amount, Administrative Agent shall be entitled to reimbursement for its portion of the Defaulting Lender Payment Amount pursuant to Section 6.10.

(b)Removal of Rights; Indemnity. Administrative Agent shall not be obligated to transfer to a Defaulting Lender any payments made by or on behalf of Borrower to Administrative Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder or under any Note until all Defaulting Lender Payment Amounts are paid in full. Amounts payable to a Defaulting Lender shall be paid by Administrative Agent to reimburse Administrative Agent and any Electing Lender pro rata for all Defaulting Lender Payment Amounts. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents, a Defaulting Lender shall be deemed not to be a “Lender” and such Defaulting Lender’s Commitment shall be deemed to be zero. A Defaulting Lender shall have no right to participate in any discussions among and/or decisions by Lenders hereunder and/or under the other Loan Documents. Further, any Defaulting Lender shall be bound by any amendment to, or waiver of, any provision of, or any action taken or omitted to be taken by Administrative Agent and/or the non-Defaulting Lenders under, any Loan Document which is made subsequent to the Defaulting Lender’s becoming a Defaulting Lender. This Section 2.11 shall remain effective with respect to a Defaulting Lender until such time as the Defaulting Lender shall no longer be in default of any of its obligations under this Agreement by curing such default by payment of all Defaulting Lender Payment Amounts (i) within the Election Period, or (ii) after the Election Period with the consent of the non-Defaulting Lenders. Such Defaulting Lender nonetheless shall be bound by any amendment to or waiver of any provision of, or any action taken or omitted to be taken by Administrative Agent and/or the non-Defaulting Lenders under any Loan Document which is made subsequent to that Lender’s becoming a Defaulting Lender and prior to such cure or waiver. The operation of this clause (b) or clause (a) above alone shall not be construed to increase or otherwise affect the Commitment of any non-Defaulting Lender, or relieve or excuse the performance by Borrower of its duties and obligations hereunder or under any of the other Loan Documents. Furthermore, nothing contained in this Section 2.11 shall release or in any way limit a Defaulting Lender’s obligations as a Lender hereunder and/or under any of the other Loan Documents. Further, a Defaulting Lender shall indemnify and hold harmless Administrative Agent and each of the non-Defaulting Lenders from any claim, loss, or costs incurred by Administrative Agent and/or the non-Defaulting Lenders as a result of a Defaulting Lender’s failure to comply with the requirements of this Agreement, including any and all additional losses, damages, costs and expenses (including attorneys’ fees) incurred by Administrative Agent and any non-

6

Defaulting Lender as a result of and/or in connection with (i) a non-Defaulting Lender’s acting as an Electing Lender, (ii) any enforcement action brought by Administrative Agent against a Defaulting Lender, and (iii) any action brought against Administrative Agent and/or Lenders. The indemnification provided above shall survive any termination of this Agreement.

(c)Commitment Adjustments. In connection with the adjustment of the amounts of the Loan Commitments of the Defaulting Lender and Electing Lender(s) upon the expiration of the Election Period as aforesaid, Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with the adjustment of the amounts of Commitments in accordance with the foregoing provisions of this Section. For the purpose of voting or consenting to matters with respect to the Loan Documents, such modifications shall also reflect the removal of voting rights of the Defaulting Lender and increase in voting rights of Electing Lenders to the extent an Electing Lender has funded the Defaulting Lender Amount. In connection with such adjustments, the Defaulting Lender shall execute and deliver an Assignment and Assumption covering that Lender’s Commitment and otherwise comply with Section 8.6. If a Lender refuses to execute and deliver such Assignment and Assumption or otherwise comply with Section 8.6, such Lender hereby appoints Administrative Agent to do so on such Lender’s behalf. Administrative Agent shall distribute an amended Schedule of Lenders, which shall thereafter be incorporated into this Agreement, to reflect such adjustments. However, all such Defaulting Lender Amounts funded by Administrative Agent or Electing Lenders shall continue to be Defaulting Lender Amounts of the Defaulting Lender pursuant to its obligations under this Agreement.

(d)No Election. In the event that no Lender elects to commit to fund the Defaulting Lender Amount within the Election Period, Administrative Agent shall, upon the expiration of the Election Period, so notify Borrower and each Lender.

2.12Several Obligations; No Liability; No Release. Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Administrative Agent in its capacity as such, and not by or in favor of Lenders, any and all obligations on the part of Administrative Agent (if any) to make any advances of the Loan or reimbursements for other Payment Amounts shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Pro Rata Shares. Except as may be specifically provided in this Agreement, no Lender shall have any liability for the acts of any other Lender. No Lender shall be responsible to Borrower or any other person for any failure by any other Lender to fulfill its obligations to make advances of the Loan or reimbursements for other Payment Amounts, or to take any other action on its behalf hereunder or in connection with the financing contemplated herein. The failure of any Lender to pay to Administrative Agent its Pro Rata Share of a Payment Amount shall not relieve any other Lender of any obligation hereunder to pay to Administrative Agent its Pro Rata Share of such Payment Amounts as and when required herein, but no Lender shall be responsible for the failure of any other Lender to so fund its Pro Rata Share of the Payment Amount. In furtherance of the foregoing, Lenders shall comply with their obligation to pay Administrative Agent their Pro Rata Shares of such Payment Amounts regardless of (i) the occurrence of any Default hereunder or under any Loan Document; (ii) any failure of consideration, absence of consideration, misrepresentation, fraud, or any other event, failure, deficiency, breach or irregularity of any nature whatsoever in the Loan Documents; (iii) any bankruptcy, insolvency or other like event with regard to Borrower. The obligation of Lenders to pay such Payment Amounts is in all regards independent of any claims between Administrative Agent and any Lender.

2.13Replacement of Lenders. If any Lender is a Defaulting Lender, Borrower may, upon notice to such Lender and Administrative Agent, replace such Lender by causing such Lender to assign its

7

Commitment with the payment of any assignment fee by the replaced Lender to one or more other lenders or Eligible Assignees acceptable to Borrower and Administrative Agent. Borrower shall or shall cause the replacement lender to (subject to the provisions of Sections 2.10 and 2.11 providing for payment of all Defaulting Lender Payment Amounts to Administrative Agent and/or Electing Lenders, as applicable, prior to payment of amounts due to a Defaulting Lender), (a) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of replacement and (b) provide a release of such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Assumption covering that Lender’s Commitment and otherwise comply with Section 8.6. If a Lender being replaced refuses to execute and deliver such Assignment and Assumption or otherwise comply with Section 8.6, such Lender hereby appoints Administrative Agent to do so on such Lender’s behalf. Administrative Agent shall distribute an amended Schedule of Lenders, which shall thereafter be incorporated into this Agreement, to reflect adjustments to Lenders and their Commitments.

ARTICLE III.ADDITIONAL COVENANTS AND AGREEMENTS

3.1Financial Statements, Records and Reports. Borrower shall provide or cause to be provided to Administrative Agent all of the following:

(a)Financial Statements of Borrower, for each fiscal year of Borrower, as soon as reasonably practicable, and, in any event, within one hundred twenty (120) days after the close of each fiscal year.

(b)From time to time promptly after Administrative Agent’s request, such additional information, reports and statements respecting the business operations and financial condition of each Reporting Party, as Administrative Agent may reasonably request.

Borrower will keep accurate books and records in accordance with sound accounting principles. All Financial Statements shall be in form and detail reasonably satisfactory to Administrative Agent and shall contain or be attached to the signed and dated written certification of the Reporting Party in form specified by Administrative Agent to certify that the Financial Statements are furnished to Administrative Agent in connection with the extension of credit by Administrative Agent and constitute a true and correct statement of the Reporting Party’s financial position. All Financial Statements shall be submitted with a completed Compliance Certificate by Borrower in the form of Exhibit H attached hereto. All certifications and signatures on behalf of corporations, partnerships, limited liability companies or other entities shall be by a representative of the Reporting Party satisfactory to Administrative Agent. All fiscal year‑end Financial Statements of Borrower shall be certified, without any qualification or exception not acceptable to Administrative Agent, by independent certified public accountants acceptable to Administrative Agent, and shall contain all reports and disclosures required by generally accepted accounting principles for a fair presentation. Borrower will provide Administrative Agent at Borrower’s expense with all evidence that Administrative Agent may from time to time reasonably request as to compliance with all provisions of the Loan Documents. Borrower shall promptly notify Administrative Agent of any event or condition that could reasonably be expected to have a Material Adverse Effect in the financial condition of Borrower. Administrative Agent shall provide a copy of such Financial Statements to each Lender upon receipt.

3.2Distributions. Borrower shall not make any dividend or distribution to its members, or make any other payment to any party holding a direct or indirect ownership interest in Borrower, or engage in any transaction that has a substantially similar effect.

8

3.3No Other Indebtedness. Borrower shall not incur any indebtedness (whether absolute or contingent, direct or indirect) other than (a) the Indebtedness, (b) obligations under the Real Estate Loan Agreement and related loan documents, (c) Swap Transactions to hedge interest rate risks associated with the Loan and the Real Estate Loan, and (d) trade debt incurred by Borrower in the ordinary course of business that is not more than 60 days past due and does not exceed $200,000.00 in the aggregate.

3.4Reporting Compliance. Borrower agrees to comply with any and all reporting requirements applicable to the Loan which are set forth in any law, statute, ordinance, rule, regulation, order or determination of any governmental authority, including The International Investment Survey Act of 1976, The Agricultural Foreign Investment Disclosure Act of 1978, The Foreign Investment in Real Property Tax Act of 1980 and the Tax Reform Act of 1984 and further agrees upon request of Administrative Agent to furnish Administrative Agent with evidence of such compliance.

3.5Payment of Withholding Taxes. Borrower shall not use, or knowingly permit any contractor or subcontractor to use, any portion of the proceeds of any Loan advance to pay the wages of employees unless a portion of the proceeds or other funds are also used to make timely payment to or deposit with (a) the United States of all amounts of tax required to be deducted and withheld with respect to such wages under the Internal Revenue Code, and (b) any state and/or local Tribunal or agency having jurisdiction of all amounts of tax required to be deducted and withheld with respect to such wages under any applicable state and/or local Laws.

3.6ERISA and Prohibited Transaction Taxes. As of the date hereof and throughout the term of this Agreement: (a) Borrower is not and will not be (i) an “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) a “plan” within the meaning of Section 4975(e) of the Internal Revenue Code; (b) the assets of Borrower do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. § 2510.3-101; (c) Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA; (d) transactions by or with Borrower are not and will not be subject to state statutes applicable to Borrower regulating investments of fiduciaries with respect to governmental plans; and (e) Borrower shall not engage in any transaction which would cause any obligation or action taken or to be taken hereunder (or the exercise by Administrative Agent of any of Lenders’ rights under this Agreement, the Note or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code. Borrower further agrees to deliver to Administrative Agent such certifications or other evidence of compliance with the provisions of this Section 3.6 as Administrative Agent may from time to time request.

3.7Post-Closing Obligations. Borrower shall comply with the requirements set forth on Exhibit G not later than the required date for such requirements as set forth in such Exhibit.

3.8Transfers of Equity in Borrower. Notwithstanding anything to the contrary in the Loan Documents, transfers of any interest in Borrower to any person or entity that is directly or indirectly controlled by, controlling or under common control of or with (i) A & B Properties, Inc., a Hawaii corporation, or (ii) DMB Associates, Inc., an Arizona corporation, or (iii) both, shall be permitted hereunder without Administrative Agent’s or Lenders’ consent so long as Borrower remains obligated to the terms of the Loan Documents applicable to Borrower.

3.9Swap Contracts. In the event that Borrower shall elect to enter into a Swap Contract with a Swap Counterparty, Borrower shall comply with all of the terms and conditions of Exhibit I with respect

9

to all Swap Contracts and such Swap Contract shall be assigned to Administrative Agent in writing, and shall name Administrative Agent as payee thereunder.

3.1Letter of Credit. The Borrower shall take whatever action may be necessary to maintain the Letter of Credit in full force and effect, including the payment of any transfer fees required by the issuer of the Letter of Credit upon any transfer of the Letter of Credit to any successor of the Borrower hereunder or any successor to the Administrative Agent.

ARTICLE IV.REPRESENTATIONS AND WARRANTIES

To induce Lenders to make the Loan, Borrower hereby represents and warrants to Administrative Agent and Lenders that, as of the Effective Date and the date such representations and warranties are renewed pursuant to this Agreement and the other Loan Documents, except as otherwise disclosed to Administrative Agent in writing:

4.1Organization. Borrower is and will continue to be (a) duly organized, validly existing and in good standing under the Laws of the state of its organization, (b) authorized to do business and in good standing in each state in which it operates, and (c) possessed of all requisite power and authority to carry on its business as contemplated in this Agreement and the other Loan Documents.

4.2Authorization; No Conflict. Each Loan Document executed by Borrower has been duly authorized, executed and delivered by Borrower and the obligations thereunder and the performance thereof by Borrower in accordance with their terms are and will continue to be within Borrower’s power and authority without the necessity of joinder or consent of any other person. No provision of the Loan Documents violates or will violate any applicable Law, any order of any court or governmental authority or any contract or agreement binding on Borrower. The Loan Documents do not and will not result in the creation of any encumbrance against any assets or properties of Borrower or any person liable, directly or indirectly, for any part of the Indebtedness except as expressly provided in such documents.

4.3Enforceability. The Loan Documents constitute legal, valid and binding obligations of Borrower enforceable in accordance with their terms, except as the enforceability thereof may be limited by Debtor Relief Laws and except as the availability of certain remedies may be limited by general principles of equity.

4.4No Violation; No Litigation. Borrower is not in violation of any Law, regulation or ordinance, or any order of any court or Tribunal, and no provision of the Loan Documents violates any applicable Law, any order of any court or Tribunal or any contract or agreement binding on Borrower. There is no judicial or administrative action, claim, investigation, inquiry, proceeding or demand pending (or to Borrower’s knowledge threatened) against Borrower or against any other person liable directly or indirectly for any part of the Indebtedness or the validity, enforceability or priority of any of the Loan Documents.

4.5Taxes. To the extent required by applicable Law, Borrower has filed all necessary tax returns and reports and has paid all taxes and governmental charges thereby shown to be owing.

4.6Financial Matters. Borrower is solvent after giving effect to all borrowings contemplated by the Loan Documents and no proceeding under any Debtor Relief Law is pending (or to Borrower’s knowledge threatened) by or against Borrower or any affiliate of Borrower as a debtor. All Financial Statements, financial information, reports, statements, plans, budgets, applications, agreements and other data and information (collectively, “Submissions”) heretofore furnished or hereafter to be furnished by or

10

on behalf of Borrower to Administrative Agent are and will be true, correct and complete in all material respects as of their respective dates and do not and will not omit to state any fact or circumstance necessary to make the statements contained therein not misleading. There has been no event or condition that could reasonably be expected to have a Material Adverse Effect on Borrower’s financial condition from the financial condition of Borrower indicated in such Submissions. To Borrower’s knowledge, no material adverse change has occurred since the dates of such Submissions in the financial condition of any tenant under any lease described therein.

4.7Borrower Not a Foreign Person. Borrower is not a “foreign person” within the meaning of the Internal Revenue Code, Sections 1445 and 7701 (i.e., Borrower is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined therein and in any regulations promulgated thereunder).

4.8Business Loan. The Loan is solely for business and/or investment purposes, and is not intended for personal, family, household or agricultural purposes. Borrower warrants that the proceeds of the Loan shall be used for commercial purposes and stipulates that the Loan shall be construed for all purposes as a commercial loan.

ARTICLE V.DEFAULT AND REMEDIES

5.1Events of Default. The occurrence of any one of the following shall be a default under this Agreement (“Default”):

(a)Any (i) installment of principal or interest payable under this Agreement or any Note is not paid when due (including, without limitation, all amounts due on maturity of the Loan), or (ii) other Indebtedness is not paid within five (5) days after the due date.

(b)Any covenant, agreement or condition in this Agreement or in any other Loan Document (other than covenants to pay any Indebtedness and other than Defaults expressly listed in this Section 5.1) is not fully and timely performed, observed or kept, and such failure is not cured within thirty (30) days after notice from Administrative Agent (the “Cure Period”); provided that, if such failure is not capable of being cured during such Cure Period, as long as the Borrower commences to cure such failure during the Cure Period and is diligently and in good faith attempting to effect such cure, the Cure Period shall be extended for thirty (30) additional days, but in no event shall the Cure Period be longer than sixty (60) days in the aggregate.

(c)Any statement, representation or warranty in any of the Loan Documents, Financial Statement or any other writing heretofore or hereafter delivered to Administrative Agent or any Lender in connection with the Indebtedness is false, misleading or erroneous in any material respect on the date hereof or on the date as of which such statement, representation or warranty is made.

(d)A Default occurs under any other Loan Document (taking into account any applicable notice and cure period set forth in such Loan Document).

(e)Any insurance required under the Loan Documents lapses or ceases to be in full force and effect.

(f)Borrower:

11

(i)(A) Executes an assignment for the benefit of creditors, or takes any action in furtherance thereof; or (B) admits in writing its inability to pay, or fails to pay, its debts generally as they become due; or (C) as a debtor, files a petition, case, proceeding or other action pursuant to, or voluntarily seeks the benefit or benefits of, any Debtor Relief Law, or takes any action in furtherance thereof; or (D) seeks the appointment of a receiver, trustee, custodian or liquidator of any significant portion of its property; or

(ii)Suffers the filing of a petition, case, proceeding or other action against it as a debtor under any Debtor Relief Law or seeking appointment of a receiver, trustee, custodian or liquidator of any significant portion of its other property, and (A) admits, acquiesces in or fails to contest diligently the material allegations thereof, or (B) fails to have the petition, case, proceeding or other action permanently dismissed or discharged on or before the earlier of trial thereon or the sixtieth (60th) day following the date of its filing; or

(iii)Conceals, removes, or permits to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or makes or suffers a transfer of any of its property which may be fraudulent under any fraudulent conveyance law or Debtor Relief Law; or makes any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or suffers or permits, while insolvent, any creditor to obtain a lien (other than as described in clause (iv) below) upon any of its property through legal proceedings which are not vacated and such lien is not discharged prior to enforcement thereof or in any event within sixty (60) days from the date thereof; or

(iv)Fails to have discharged within a period of sixty (60) days any attachment, sequestration, or similar writ levied upon any of its property, in excess of $200,000; or

(v)Fails to pay within sixty (60) days from the entry thereof any final money judgment (that is not fully covered, beyond any applicable deductibles, by insurance) in the amount of $200,000 or more.

(g)Borrower is liquidated, terminated, dissolved, or merged or consolidated into another entity, or fails or ceases to be in good standing in the State of Hawaii and/or the state of its incorporation or organization, if different.

(h)Administrative Agent determines that an event or condition that could reasonably be expected to have a Material Adverse Effect has occurred in the financial condition of Borrower.

(i)For any reason, without Administrative Agent’s specific written consent, any Loan Document ceases to be in full force and effect, or is declared null and void or unenforceable, in whole or in part, or the validity or enforceability thereof, in whole or in part, is challenged or denied by any party thereto other than Administrative Agent; or the Letter of Credit held by Administrative Agent for the benefit of Lenders become unenforceable, in whole or in part, or enforceability thereof, in whole or in part, is challenged or denied by Borrower or any person obligated to pay any part of the Indebtedness.

(j)The issuer of the Letter of Credit become insolvent, or a receiver, trustee, custodian or similar entity is appointed for or otherwise takes control of such issuer or of the whole or any part of its property, and the Borrower is unable to secure a replacement letter of credit in accordance with Paragraph 3 of Exhibit C.

12

(k)The Letter of Credit is terminated other than by reason of payment of the Indebtedness in full with monies resulting from a draw on the Letter of Credit.

(l)A default or event of default occurs (and the expiration of any applicable notice and cure periods) under any document executed and delivered in connection with any other indebtedness (to Administrative Agent, any Lender or any other person or entity) of Borrower in excess of $200,000.

(m)The occurrence of an event of default (and the expiration of any applicable notice or cure periods) under the Real Estate Loan Agreement.

(n)Except as otherwise permitted under Section3.8, the sale, exchange, conveyance, transfer, mortgage, assignment, pledge or encumbrance, either voluntarily or involuntarily, or the agreement to do so, of any direct or indirect ownership interest in Borrower or any portion thereof; or any change (whether voluntary or involuntary) in the management or control of Borrower.

5.2Remedies. Upon a Default, Administrative Agent may with the consent of, and shall at the direction of, the Required Lenders, without notice, exercise any and all rights and remedies afforded by this Agreement, the other Loan Documents, Law, equity or otherwise, including (a) declaring any and all Indebtedness immediately due and payable, (b) reducing any claim to judgment, or (c) drawing on the Letter of Credit; provided, however, upon a Default, Administrative Agent at its election may (but shall not be obligated to) without the consent of, and shall at the direction of, the Required Lenders, without notice, set‑off and apply against any Indebtedness, to the extent thereof and to the maximum extent permitted by Law, any and all deposits, funds, or assets in which Administrative Agent has been granted a security interest on behalf of Lenders pursuant to any Loan Document to or for the credit or account of Borrower; provided, howeverfurther, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States of America, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.

No delay or omission of Administrative Agent or Lenders to exercise any right, power or remedy accruing upon the happening of a Default shall impair such right, power or remedy or be construed to be a waiver of such Default or any acquiescence therein. No delay or omission on the part of Administrative Agent or Lenders to exercise any option for acceleration of the maturity of the Indebtedness or for drawing on the Letter of Credit following any Default as aforesaid, or any other option granted to Administrative Agent and Lenders hereunder in any one or more instances, and no acceptance by Administrative Agent or Lenders of any partial payment on account of the Indebtedness, shall constitute a waiver of such Default, and each such option shall remain continuously in full force and effect. No remedy herein conferred upon or reserved to Administrative Agent and/or Lenders is intended to be exclusive of any other remedies provided for in any Note, any of the other Loan Documents and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or under any Note or any of the other Loan Documents, or now or hereafter existing at Law or in equity or by statute. Every right, power and remedy given to Administrative Agent and Lenders by this Agreement, any Note or any of the other Loan Documents shall be concurrent, and may be exercised from time to time as often as may be deemed expedient by the Required Lenders. Every right, power and remedy given to Administrative Agent and Lenders by this Agreement, any Note or any of the Loan Documents may be pursued separately, successively or together against Borrower or any personal property granted as security under the Loan Documents.

13

ARTICLE VI.ADMINISTRATIVE AGENT

6.1Appointment and Authorization of Administrative Agent.

(a)Each Lender hereby irrevocably (subject to Section 6.9) appoints, designates and authorizes Administrative Agent to take such action on its behalf under the provisions of this Agreement, each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Lender. No implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or shall otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)No individual Lender or group of Lendersshall have any right to amend or waive, or consent to the departure of any party from any provision of any Loan Document, or secure or enforce the obligations of Borrower or any other party pursuant to the Loan Documents or otherwise. All such rights, on behalf of Administrative Agent or any Lender or Lenders, shall be held and exercised solely by and at the option of Administrative Agent for the pro rata benefit of Lenders. Such rights, however, are subject to the rights of a Lender or Lenders, as expressly set forth in this Agreement, to approve matters or direct Administrative Agent to take or refrain from taking action as set forth in this Agreement. Except as expressly otherwise provided in this Agreement or the other Loan Documents, Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Administrative Agent is expressly entitled to exercise or take under this Agreement or the other Loan Documents, including (i) the determination if and to what extent matters or items subject to Administrative Agent’s satisfaction are acceptable or otherwise within its discretion, (ii) the making of Administrative Agent Advances, and (iii) the exercise of remedies pursuant to, but subject to, Article V or pursuant to any other Loan Document and any action so taken or not taken shall be deemed consented to by Lenders.

(c)In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to Borrower, no individual Lender or group of Lenders shall have the right, and Administrative Agent (irrespective of whether the principal of the Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on Borrower) shall be exclusively entitled and empowered on behalf of itself and Lenders, by intervention in such proceeding or otherwise:

(i)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loan and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders and Administrative Agent and their

14

respective agents and counsel and all other amounts due Lenders and Administrative Agent under Section 8.11 allowed in such judicial proceeding); and

(ii)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to Lenders, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Section 8.11.

Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of Lenders except as approved by the Required Lenders or to authorize Administrative Agent to vote in respect of the claims of Lenders except as approved by the Required Lenders in any such proceeding.

6.2Delegation of Duties. Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys‑in‑fact and shall be entitled to advice of counsel and other consultant experts concerning all matters pertaining to such duties. Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney‑in‑fact that it selects with reasonable care.

6.3Liability of Administrative Agent. No Agent‑Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any Lender for any recital, statement, representation or warranty made by Borrower or any subsidiary or Affiliate of Borrower, or any officer thereof, contained herein, or in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement, any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document, or for any failure of Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent‑Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower or any of its Affiliates.

6.4Reliance by Administrative Agent. Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon advice and statements of legal counsel (including counsel to any party to the Loan Documents), independent accountants and other experts selected by Administrative Agent. Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders or all Lenders if required hereunder as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any

15

such action. Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, any other Loan Document in accordance with a request or consent of the Required Lenders or such greater number of Lenders as may be expressly required hereby in any instance, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders. In the absence of written instructions from the Required Lenders or such greater number of Lenders, as expressly required hereunder, Administrative Agent may take or not take any action, at its discretion, unless this Agreement specifically requires the consent of the Required Lenders or such greater number of Lenders.

6.5Notice of Default. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, unless Administrative Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default that Administrative Agent determines will have a Material Adverse Effect. Administrative Agent will notify Lenders of its receipt of any such notice. Administrative Agent shall take such action with respect to such Default as may be requested by the Required Lenders in accordance with Article V; provided, however, that unless and until Administrative Agent has received any such request, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable or in the best interest of Lenders.

6.6Credit Decision; Disclosure of Information by Administrative Agent.

(c)Each Lender acknowledges that none of Agent‑Related Persons has made any representation or warranty to it, and that no act by Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person to Lenders or any of them as to any matter, including whether Agent‑Related Persons have disclosed material information in their possession. Each Lender represents to Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower.

(d)Administrative Agent upon its receipt shall provide each Lender such notices, reports and other documents expressly required to be furnished to Lenders by Administrative Agent herein. To the extent not already available to a Lender, Administrative Agent shall also provide the Lender and/or make available for the Lender’s inspection during reasonable business hours and at the Lender’s expense, upon the Lender’s written request therefor: (i) copies of the Loan Documents; (ii) such information as is then in Administrative Agent’s possession in respect of the current status of principal and interest payments and accruals in respect of the Loan; (iii) copies of all current financial statements in respect of Borrower or other person liable for payment or performance by Borrower of any obligations under the Loan Documents, then in Administrative Agent’s possession with respect to the Loan; and (iv) other current factual information then in Administrative Agent’s possession with respect to the Loan and bearing on the continuing creditworthiness of Borrower or any of its Affiliates; providedthat nothing contained in this Section 6.6 shall impose any liability upon Administrative Agent for its failure to provide a Lender any of such Loan Documents, information, or financial statements, unless such failure constitutes willful misconduct or gross

16

negligence on Administrative Agent’s part; and provided, further, that Administrative Agent shall not be obligated to provide any Lender with any information in violation of Law or any contractual restrictions on the disclosure thereof (provided such contractual restrictions shall not apply to distributing to a Lender factual and financial information expressly required to be provided herein). Except as set forth above, Administrative Agent shall not have any duty or responsibility to provide Lenders or any of them with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any of its Affiliates which may come into the possession of any of Agent‑Related Persons.

6.7Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, Lenders shall indemnify upon demand each Agent‑Related Person (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), pro rata, and hold harmless each Agent‑Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent‑Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, further, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 6.7. Without limitation of the foregoing, to the extent that Administrative Agent is not reimbursed by or on behalf of Borrower, each Lender shall reimburse Administrative Agent upon demand for its ratable share of any costs or out‑of‑pocket expenses (including attorneys’ fees) incurred by Administrative Agent as described in Section 8.11. The undertaking in this Section 6.7 shall survive the payment of all Indebtedness hereunder and the resignation or replacement of Administrative Agent.

6.8Administrative Agent in Individual Capacity. Administrative Agent, in its individual capacity, and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any party to the Loan Documents and their respective Affiliates as though Administrative Agent were not Administrative Agent hereunder and without notice to or consent of Lenders. Lenders acknowledge that Borrower and Bank of America, N.A. or its Affiliate have entered or may enter into Swap Transactions. A portion of the Loan may be funded to honor Borrower’s payment obligations under the terms of such Swap Transactions, and Lenders shall have no right to share in any portion of such payments. Lenders acknowledge that, pursuant to such activities, Bank of America, N.A. or its Affiliates may receive information regarding any party to the Loan Documents or their respective Affiliates (including information that may be subject to confidentiality obligations in favor of such parties or such parties’ Affiliates) and acknowledge that Administrative Agent shall be under no obligation to provide such information to them. With respect to its Pro Rata Share of the Loan, Bank of America, N.A. shall have the same rights and powers under this Agreement as any other Lenders and may exercise such rights and powers as though it were not Administrative Agent or party to Swap Transactions, and the terms “Lender” and “Lenders” include Bank of America, N.A. in its individual capacity.

6.9Successor Administrative Agent. Administrative Agent may, and at the request of the Required Lenders as a result of Administrative Agent’s gross negligence or willful misconduct in performing its duties under this Agreement shall, resign as Administrative Agent upon 30 days’ notice to Lenders. If Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among Lenders a successor administrative agent for Lenders, which successor administrative agent shall be consented to by Borrower at all times other than during the existence of a Default (which consent of Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with

17

Lenders and Borrower, a successor administrative agent from among Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article VI and other applicable Sections of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding any of the foregoing provisions of this Section 6.9 concerning the resignation of the Administrative Agent or the appointment of a successor administrative agent, no such resignation or appointment shall be effective until the issuer of the Letter of Credit shall have issued and delivered to the successor administrative agent (a) a replacement letter of credit in the form of the outstanding Letter of Credit, but in favor of such successor administrative agent, whereupon the Administrative Agent shall return the Letter of Credit then held by it to the issuer of the Letter of Credit for cancellation, or (b) an endorsement to the existing Letter of Credit evidencing the transfer thereof in all respects to the successor administrative agent.

6.10Application of Payments. Except as otherwise provided below with respect to Defaulting Lenders, aggregate principal and interest payments, payments for Indemnified Liabilities, and/or monies received under the Letter of Credit, and net operating income from the collateral during any period it is owned by Administrative Agent on behalf of Lenders (“Payments”) shall be apportioned pro rata among Lenders and payments of any fees (other than fees designated for Administrative Agent’s separate account) shall, as applicable, be apportioned pro rata among Lenders. Notwithstanding anything to the contrary in this Agreement, all Payments due and payable to Defaulting Lenders shall be due and payable to and be apportioned pro rata among Administrative Agent and Electing Lenders. Such apportionment shall be in the proportion that the Defaulting Lender Payment Amounts paid by them bears to the total Defaulting Lender Payment Amounts of such Defaulting Lender. Such apportionment shall be made until Administrative Agent and Lenders have been paid in full for the Defaulting Lender Payment Amounts. All pro rata Payments shall be remitted to Administrative Agent and all such payments not constituting payment of specific fees, and all proceeds of the Loan collateral received by Administrative Agent, shall be applied first, to pay any fees, indemnities, costs, expenses (including those in Section 6.7) and reimbursements then due to Administrative Agent from Borrower; second, to pay any fees, costs, expenses and reimbursements then due to Lenders from Borrower; third, to pay pro rata interest and late charges due in respect of the Indebtedness and Administrative Agent Advances; fourth, to pay or prepay pro rata principal of the Indebtedness and Administrative Agent Advances; fifth, to pay any indebtedness of Borrower under Swap Transactions; and last, to Borrower, if required by Law, or Lenders in Pro Rata Share percentages equal to their percentages at the termination of the Aggregate Commitments. Upon the occurrence and during the continuance of a Default, Administrative Agent, in its sole and absolute discretion, may alter the foregoing priorities of applications of payments and proceeds of collateral.

6.11Benefit. The terms and conditions of this Article VI are inserted for the sole benefit of Administrative Agent and Lenders; the same may be waived in whole or in part, with or without terms or conditions, without prejudicing Administrative Agent’s or Lenders’ rights to later assert them in whole or in part.

18

6.12Co‑Agents; Lead Managers. None of the Lenders or other persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co‑agent,” “book manager,” or “lead manager,” “arranger,” “lead arranger” or “co-arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other persons so identified as a “syndication agent,” “documentation agent,” “co-agent,” or “lead manager” shall have or be deemed to have any fiduciary relationship with Lenders or any of them. Each Lender acknowledges that it has not relied, and will not rely, on any of Lenders or other persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

ARTICLE VII.REAL ESTATE LOAN MATTERS

7.1Article 7 of the Real Estate Loan Agreement contains certain provisions regarding the substitution and release of collateral securing the Real Estate Loan, and payments to be made by the administrative agent under the Real Estate Loan to the Administrative Agent. Borrower will not agree to modify the provisions of Section 7.2 of the Real Estate Loan Agreement without Administrative Agent’s prior written consent, which consent will not be unreasonably withheld. In addition, Borrower will cooperate with Administrative Agent in having the amounts payable to Administrative Agent and Lenders under Sections 7.2 of the Real Estate Loan Agreement be paid to Administrative Agent, and Borrower will not interfere or contest such payments.

ARTICLE VIII.GENERAL TERMS AND CONDITIONS

8.1Consents. Except where otherwise expressly provided in the Loan Documents, in any instance where the approval or consent of Administrative Agent or Lenders or the exercise of judgment by Administrative Agent or Lenders is required, the granting or denial of such approval or consent and the exercise of such judgment shall be (a) within the sole discretion of Administrative Agent or Lenders, and (b) deemed to have been given only by a specific writing intended for the purpose given and executed by Administrative Agent or Lenders. Any inspection or audit of the books and records of Borrower, or the procuring of documents and financial and other information by or on behalf of Administrative Agent, shall be for the protection of Administrative Agent and Lenders only, and shall not relieve Borrower of any of Borrower’s obligations.

8.2Borrower’s Indemnity. Neither Administrative Agent nor any Lender shall be liable or responsible for, and Borrower shall indemnify each Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively, the “Indemnitees”) from and against: (a) any claim, action, loss or cost (including attorneys’ fees and costs) arising from or relating to (i) in connection with the protection and preservation of the Loan collateral, or (ii) the performance of any obligation of Borrower whatsoever; (b) any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment or Loan; or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending

19

or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto; (c) any and all claims, demands, actions or causes of action arising out of or relating to the use of Information (as defined in Section 8.7) or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with this Agreement; and (d) any and all liabilities, losses, costs or expenses (including reasonable attorneys’ fees and costs) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing claims, demands, actions, causes of action or proceedings, or as a result of the preparation of any defense in connection with any of the foregoing claims, demands, actions, causes of action or proceedings, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding and whether it is defeated, successful or withdrawn (all of the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Nothing, including any advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or Lenders.

8.3Miscellaneous. This Agreement may be executed in several counterparts, all of which are identical, and all of which counterparts together shall constitute one and the same instrument. The Loan Documents are for the sole benefit of Administrative Agent, Lenders and Borrower and are not for the benefit of any third party. A determination that any provision of this Agreement is unenforceable or invalid shall not affect the enforceability or validity of any other provision and a determination that the application of any provision of this Agreement to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other persons, entities or circumstances. Time shall be of the essence with respect to Borrower’s obligations under the Loan Documents. This Agreement and its validity, enforcement and interpretation shall be governed by Hawaii Law (without regard to any conflict of Laws principles) and applicable United States federal Law.

8.4Notices.

(e)Modes of Delivery; Changes. Except as otherwise provided herein, all notices and other communications required or which any party desires to give under this Agreement or any other Loan Document shall be in writing. Unless otherwise specifically provided in such other Loan Document, all such notices and other communications shall be deemed sufficiently given or furnished if delivered by personal delivery, by courier, by registered or certified United States mail, postage prepaid, or by facsimile (with, subject to clause (b) below, a confirmatory duplicate copy sent by first class United States mail), addressed to the party to whom directed or by (subject to clause (c) below) electronic mail address to Borrower, at the addresses set forth at the end of this Agreement or to Administrative Agent or Lenders at the addresses specified for notices on the Schedule of Lenders (unless changed by similar notice in writing given by the particular party whose address is to be changed). Any such notice or communication shall be deemed to have been given and received either at the time of personal delivery, or in the case of courier or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of facsimile, upon receipt; provided, however, that service of a notice required by any applicable statute shall be considered complete when the requirements of that statute are met. Notwithstanding the foregoing, no notice of change of address shall be effective except upon actual receipt. This Section 8.4 shall not be construed in any way to affect or impair any waiver of notice or demand provided in any Loan Document or to require giving of notice or demand to or upon any person in any situation or for any reason.

20

(f)Effectiveness of Facsimile Signatures. The Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all parties to the Loan Documents. Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not affect the effectiveness of any facsimile document or signature.

(g)Electronic Communications. Administrative Agent, Lenders, and Borrower agree that certain data related to the Loan (including confidential information, documents, applications and reports) may be transmitted electronically, including transmission over the Internet. This data may be transmitted to, received from or circulated among agents and representatives of Borrower, Administrative Agent, and/or Lenders and their respective Affiliates and other Persons involved with the subject matter of this Agreement. Borrower acknowledges and agrees that (i) there are risks associated with the use of electronic transmission and that Administrative Agent does not control the method of transmittal, the service providers or the operational or technical issues that could occur; (ii) Administrative Agent and the Lenders have no obligation or responsibility whatsoever and assume no duty or obligation for the security, receipt or third party interception of any such electronic transmission of data, or any operational or technical issues that may occur with the electronic transmission of data; and (iii) Borrower will release, hold harmless and indemnify Administrative Agent and each Lender from any claim, damage or loss, including that arising in whole or part from Administrative Agent’s and each Lender’s strict liability or sole, comparative or contributory negligence, which is related to the electronic transmission of data.

(h)Reliance by Administrative Agent and Lenders. Administrative Agent and Lenders shall be entitled to rely and act upon any notices (including telephonic Loan advance notices) purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such person on each notice purportedly given by or on behalf of Borrower. All telephonic notices to and other communications with Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto hereby consents to such recording. If a Lender does not notify or inform Administrative Agent as to whether or not it consents to, or approves of, or agrees to any matter of any nature whatsoever with respect to which its consent, approval or agreement is required under the express provisions of this Agreement or with respect to which its consent, approval or agreement is otherwise requested by Administrative Agent, in connection with the Loan or any matter pertaining to the Loan, within ten (10) Business Days (or such longer period as may be specified by Administrative Agent) after such consent, approval or agreement is requested by Administrative Agent, Lender shall be deemed to have given its consent, approval or agreement, as the case may be, with respect to the matter in question.

8.5Payments Set Aside. To the extent that any payment by or on behalf of Borrower is made to Administrative Agent or any Lender, or Administrative Agent or any Lender exercises any right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law, to a depository (including Administrative Agent, any Lender or its or their Affiliates) for returned items or insufficient collected funds or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to Administrative Agent upon demand its applicable share of

21

any amount so recovered from or repaid by Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. Notwithstanding the foregoing, no Lender Party (as defined in Section 8.8) may exercise any right of set-off except in accordance with Section 8.8.

8.6Successors and Assigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of clause (b) below, (ii) by way of participation in accordance with the provisions of clause (d) below, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (f) below (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Pro Rata Share of the Loan at the time owing to it); provided that:

(i)except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and Pro Rata Share of the Loan at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund as defined in Exhibit A with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes its Pro Rata Share of the Loan outstanding) subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);

(ii)each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to its Pro Rata Share of the Loan and the Commitment assigned; and

(iii)any assignment of a Commitment must be approved by Administrative Agent, unless the person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and

(iv)the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500.

Subject to acceptance and recording thereof by Administrative Agent pursuant to clause (c) of this Section 8.6, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, shall have the rights and obligations of a Lender under this Agreement, and the assigning Lender

22

thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of this Agreement with respect to Borrower’s obligations surviving termination of this Agreement). Upon request, Administrative Agent shall prepare and Borrower shall execute and deliver a Note (“Replacement Note”) to the assignee Lender evidencing the assignee Lender’s Pro Rata Share of the Loan. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section 8.6.

(c)Administrative Agent, acting solely for this purpose as an agent of Borrower shall maintain at Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amount of each Lender’s Pro Rata Share of the Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, Administrative Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Any Lender may, without the consent of, but with prior notice to Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or its Pro Rata Share of the Loan owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (iv) except to the extent consented to by Administrative Agent in its sole discretion with respect to each participation, any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement.

(e)A Participant shall not be entitled to receive any greater payment under Sections 2.1 through 2.8, inclusive,than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant.

(f)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)If the consent of Borrower to an assignment or to an assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment threshold specified in clause (i) of the provision to the first sentence of clause (b) above), Borrower shall be deemed to have given its consent five Business Days after the date notice thereof has been delivered by the assigning Lender (through Administrative Agent) unless such consent is expressly refused by Borrower prior to such fifth Business Day.

23

8.7Confidentiality. Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 8.7, to (i) any assignee of or participant in, any of its rights or obligations under this Agreement, or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any Swap Contract or credit derivative transaction relating to obligations to Borrower; (g) with the consent of Borrower; or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 8.7, or (ii) becomes available to Administrative Agent or any Lender on a nonconfidential basis from a source other than Borrower. For the purposes of this Section 8.7, “Information” means all information received from Borrower relating to Borrower or its business, other than any such information that is available to Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by Borrower; provided that, in the case of information received from Borrower after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. Any person required to maintain the confidentiality of Information as provided in this Section 8.7 shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential information. Administrative Agent and Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to Administrative Agent and Lenders in connection with the administration and management of this Agreement, the Loan and the Loan Documents.

8.8No Set-off. Neither Administrative Agent nor any Lender nor any assignee, Participant or Affiliate thereof (each, a “Lender Party”) shall proceed directly, by right of set-off, banker’s lien, counterclaim or otherwise, against any assets of Borrower (including any general or special, time or demand, provisional or other deposits or other indebtedness owing by such Lender Party to or for the credit or the account of Borrower) for the purpose of applying such assets against the Indebtedness, without the prior written consent of all Lenders.

8.9Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the portions of the Loan advanced by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off subject to Section 8.8 or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the portions of the Loan made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such portions of the Loan or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required payment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including the right of set-off, but subject to Section 8.8) with

24

respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 8.9 and will in each case notify Lenders following any such purchases or repayments. Each Lender that purchases a participation interest pursuant to this Section 8.9 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

8.10Amendments; Survival. Administrative Agent and Lenders shall be entitled to amend (whether pursuant to a separate intercreditor agreement or otherwise) any of the terms, conditions or agreements set forth in Article VI or as to any other matter in the Loan Documents respecting payments to Administrative Agent or Lenders or the required number of Lenders to approve or disapprove any matter or to take or refrain from taking any action, without the consent of Borrower or any other Person or the execution by Borrower or any other Person of any such amendment or intercreditor agreement. Subject to the foregoing, Administrative Agent may amend or waive any provision of this Agreement, any other Loan Document, or consent to any departure by any party to the Loan Documents therefrom which amendment, waiver or consent is intended to be within Administrative Agent’s discretion or determination, or otherwise in Administrative Agent’s reasonable determination shall not have a Material Adverse Effect; provided, however, otherwise no such amendment, waiver or consent shall be effective unless in writing, signed by the Required Lenders and Borrower or the applicable party to the Loan Documents, as the case may be, and acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided further, however, no such amendment, waiver or consent shall:

(a)extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 5.2), without the written consent of such Lender (it being understood that a waiver of a Default shall not constitute an extension or increase in any Lender’s Commitment);

(b)postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby;

(c)reduce the principal of, or the rate of interest specified herein on, any portion of the Loan or any fees or other amounts payable hereunder or any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that Administrative Agent may waive any obligation of Borrower to pay interest at the Past Due Rate and/or late charges for periods of up to thirty (30) days, and only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Past Due Rate or late charges thereafter, or to amend the definition of “Past Due Rate” or “late charges”;

(d)change the percentage of the combined Commitments or of the aggregate unpaid principal amount of the Loan which is required for Lenders or any of them to take any action hereunder, without the written consent of each Lender;

(e)change the definition of “Pro Rata Share” or “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise

25

modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(f)amend this Section 8.10, or Section 8.8, or Section 8.9, without the written consent of each Lender;

(g)permit the sale, transfer, pledge, mortgage or assignment of any Loan collateral or any direct or indirect interest in Borrower, except as expressly permitted under the Loan Documents, without the written consent of each Lender; or

(h)transfer or release any lien on, or after foreclosure or other acquisition of title by Administrative Agent on behalf of Lenders transfer or sell, any Loan collateral without the written consent of each Lender;

and, provided, further, that no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required above, affect the rights or duties of Administrative Agent under this Agreement, any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased without the consent of such Lender.

This Agreement shall continue in full force and effect until the Indebtedness is paid in full and all of Administrative Agent’s and Lenders’ obligations under this Agreement are terminated; and all representations and warranties and all provisions herein for indemnity of the Indemnitees, Administrative Agent and Lenders (and any other provisions herein specified to survive) shall survive payment in full, satisfaction or discharge of the Indebtedness, the resignation or removal of Administrative Agent or replacement of any Lender, and any release or termination of this Agreement or of any other Loan Documents.

8.11Costs and Expenses. Without limiting any Loan Document, and to the extent not prohibited by applicable Laws, Borrower shall pay when due, shall reimburse to Administrative Agent for the benefit of itself and Lenders on demand and shall indemnify Administrative Agent and Lenders from, all reasonable out-of-pocket fees, costs and expenses paid or incurred by Administrative Agent in connection with the negotiation, preparation and execution of this Agreement and the other Loan Documents (and any amendments, approvals, consents, waivers and releases requested, required, proposed or done from time to time), or in connection with the disbursement, administration or collection of the Loan or the enforcement of the obligations of Borrower or the exercise of any right or remedy of Administrative Agent, including: (a) all reasonable fees and expenses of Administrative Agent’s counsel (including the market value of services of in-house counsel); (b) judgment and tax lien searches for Borrower; (c) escrow fees; and (d) loan brokerage fees. Borrower shall pay all costs and expenses incurred by Administrative Agent, including reasonable attorneys’ fees (including the market value of services of in-house counsel), if the obligations or any part thereof are sought to be collected by or through an attorney at law, whether or not involving probate, appellate or administrative proceedings or proceedings under any Debtor Relief Law. Borrower shall pay all costs and expenses of complying with the Loan Documents. Borrower’s obligations under this Section 8.11 shall survive the delivery of the Loan Documents, the making of advances, the payment in full of the Indebtedness, the release or reconveyance of any of the Loan Documents, any draw under the Letter of Credit, any proceeding under any Debtor Relief Law, and any other event whatsoever.

8.12Tax Forms.

26

(a)(b)    Each Lender and each holder of a participation interest herein that is not a “United States person” (a “Foreign Lender”) within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) shall deliver to Administrative Agent, prior to receipt of any payment subject to withholding (or after accepting an assignment or receiving a participation interest herein), two duly-signed completed copies of either Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to a complete exemption from withholding on all payments to be made to such Foreign Lender by Borrower pursuant to this Agreement) or Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other evidence satisfactory to Borrower and Administrative Agent that such Foreign Lender is entitled to an exemption from or reduction of, United States withholding tax, including any exemption pursuant to Section 881(c) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to Administrative Agent such additional duly-completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then-current United States Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by Borrower pursuant to the Loan Documents, (B) promptly notify Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lenders, and as may be reasonably necessary (including the re-designation of its lending office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender.

(i)Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of Administrative Agent (in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to U.S. withholding tax, and (B) two duly signed completed copies of United States Internal Revenue Service Form W-8IMY (or any successor thereto), together with any information such Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Lender is not acting for its own account with respect to a portion of any such sums payable to such Lender.

(ii)Borrower shall not be required to pay any additional amount to any Foreign Lender under Section 2.8(a) with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with a United States Internal Revenue Service Form W-8IMY pursuant to this subsection (a) if such Lender shall have failed to satisfy the foregoing provisions of this subsection (a); provided that if such Lender shall have satisfied the requirements of this subsection (a) on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this subsection (a) shall relieve Borrower of its obligation to pay any amounts pursuant to Section 2.8 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order,

27

or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate.

(iii)Administrative Agent may, without reduction, withhold any Taxes required to be deducted and withheld from any payment under any of the Loan Documents with respect to which Borrower is not required to pay additional amounts under this subsection (a).

(iv)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (v), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(c)Upon the request of Administrative Agent, each Lender that is a “United States person” within the meaning of Section 7701(a)(3) of the Code shall deliver to Administrative Agent two duly-signed completed copies of United States Internal Revenue Service Form W-9. If such Lender fails to deliver such forms, then Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable back-up withholding tax imposed by the Code, without reduction.

(d)If any Tribunal asserts that Administrative Agent did not properly withhold or back-up withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify Administrative Agent therefor, including all penalties and interest and costs and expenses (including attorneys’ fees) of Administrative Agent. The obligation of Lenders under this clause (c) shall survive the removal or replacement of a Lender, the payment of all Indebtedness and the resignation or replacement of Administrative Agent.

8.13Further Assurances. Borrower will, upon Administrative Agent’s request (a) promptly correct any defect, error or omission in any Loan Document, (b) execute, acknowledge, deliver, procure, record or file such further instruments and do such further acts as Administrative Agent deems necessary, desirable or proper to carry out the purposes of the Loan Documents and to identify and subject to the liens and security interest of the Loan Documents any property intended to be covered thereby, (c) execute, acknowledge, deliver, procure, file or record any document or instrument Administrative Agent deems necessary, desirable or proper to protect the liens or the security interest under the Loan Documents against the rights or interests of third persons, and (d) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts reasonably deemed necessary, desirable or proper by Administrative Agent to comply with the requirements of any agency having jurisdiction over Administrative Agent. In addition, at any time, and from time to time, upon request by Administrative Agent

28

or any Lender, Borrower will, at Borrower’s expense, provide any and all further instruments, certificates and other documents as may, in the reasonable opinion of Administrative Agent or such Lender, be necessary or desirable in order to verify Borrower’s identity and background in a manner satisfactory to Administrative Agent or such Lender.

8.14Inducement to Lenders. The representations and warranties contained in this Agreement and the other Loan Documents (a) are made to induce Lenders to make the Loan and extend any other credit to or for the account of Borrower pursuant hereto, and Administrative Agent and Lenders are relying thereon and will continue to rely thereon, and (b) shall survive any draw under the Letter of Credit, or any proceedings under any Debtor Relief Law involving Borrower.

8.15Forum. Each party to this Agreement hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the jurisdiction of any state court or any United States federal court sitting in the State specified in Section 8.3 of this Agreement and to the jurisdiction of any state court or any United States federal court sitting in the state in which Borrower operates, over any suit, action or proceeding arising out of or relating to this Agreement or the Indebtedness. Each party to this Agreement hereby irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum. Each party to this Agreement hereby agrees and consents that, in addition to any methods of service of process provided for under applicable Law, all service of process in any such suit, action or proceeding in any state court or any United States federal court sitting in the state specified in Section 8.3 may be made by certified or registered mail, return receipt requested, directed to such party at its address for notice stated in the Loan Documents, or at a subsequent address of which Administrative Agent received actual notice from such party in accordance with the Loan Documents, and service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of Administrative Agent to serve process in any manner permitted by Law or limit the right of Administrative Agent to bring proceedings against any party in any other court or jurisdiction.

8.16Interpretation. References to “Dollars,” “$,” “money,” “payments” or other similar financial or monetary terms are references to lawful money of the United States of America. References to Articles, Sections and Exhibits are, unless specified otherwise, references to articles, sections and exhibits of this Agreement. Words of any gender shall include each other gender. Words in the singular shall include the plural and words in the plural shall include the singular. References to Borrower shall mean each person comprising the same, jointly and severally. The words “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” shall refer to this entire Agreement (including the attached exhibits) and not to any particular Article, Section, paragraph or provision. The words “include” and “including” shall be interpreted as if followed by the words “withoutlimitation.” Captions and headings in the Loan Documents are for convenience only and shall not affect the construction of the Loan Documents. The term “person” shall include firms, associations, partnerships (including limited partnerships and limited liability partnerships), joint ventures, trusts, corporations, limited liability companies and other legal entities, including public or governmental bodies, agencies or instrumentalities, as well as natural persons.

8.17No Partnership, etc. The relationship between Lenders (including Administrative Agent) and Borrower is solely that of lender and borrower. Neither Administrative Agent nor any Lender has any fiduciary or other special relationship with or duty to Borrower and none is created by the Loan Documents. Nothing contained in the Loan Documents, and no action taken or omitted pursuant to the Loan Documents, is intended or shall be construed to create any partnership, joint venture, association or special relationship between Borrower and Administrative Agent or any Lender or in any way to make Administrative Agent or any Lender a co‑principal with Borrower. In no event shall the rights and interests of Administrative Agent

29

or Lenders under the Loan Documents be construed to give Administrative Agent or any Lender the right to control, or be deemed to indicate that Administrative Agent or any Lender is in control of, the business, properties, management or operations of Borrower.

8.18Records. The unpaid amount of the Loan and the amount of any other credit extended by Administrative Agent or Lenders to or for the account of Borrower set forth on the books and records of Administrative Agent shall be presumptive evidence of the amount thereof owing and unpaid, but failure to record any such amount on Administrative Agent’s books and records shall not limit or affect the obligations of Borrower under the Loan Documents to make payments on the Loan when due.

8.19USA Patriot Act Notice. Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Lender or Administrative Agent, as applicable, to identify Borrower in accordance with the Act.

8.20Entire Agreement. The Loan Documents constitute the entire understanding and agreement between and among Borrower, Administrative Agent and Lenders with respect to the transactions arising in connection with the Loan, and supersede all prior written or oral understandings and agreements between and among Borrower, Administrative Agent and Lenders with respect to the matters addressed in the Loan Documents. In particular, and without limitation, the terms of any commitment letter, letter of intent or quote letter by Administrative Agent or any Lender to make the Loan are merged into the Loan Documents. Neither Administrative Agent nor any Lender has made any commitments to extend the term of the Loan past the stated Maturity Date or to provide Borrower with financing except as set forth in the Loan Documents. Except as incorporated in writing into the Loan Documents, there are not, and were not, and no persons are or were authorized by Administrative Agent or any Lender to make, any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in the Loan Documents.

THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

(Signatures appear on the following pages)

30

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

	KUKUIʻULA VILLAGE LLC, a Delaware limited liability company By: KKV Management LLC, a Hawaii limited liability company, its Manager    By: A & B Properties, Inc., a Hawaii corporation, its Manager       By __/ s / Paul W. Hallin_________ Name: Paul W. Hallin Its: Executive Vice President By / s / Alyson J. Nakamura__ Name: Alyson J. Nakamura Its: Secretary
Borrower’s Address for Notices: Kukui‘ula Village LLC c/o A & B Properties, Inc. 822 Bishop Street Honolulu, Hawaii 96813 Attention: Paul K. Ito Telephone: (808) 525-8415 Telecopier: (808) 525-6651 Electronic Mail: pito@abinc.com
The Federal Tax Identification Number   of Borrower: 26-0535997

Signature Page to Term Loan Agreement

BANK OF AMERICA, N.A., as Administrative Agent

By: / s / Krista Knutson

Name: Krista Knutson

Title: Vice President

Signature Page to Term Loan Agreement

BANK OF AMERICA, N.A., as a Lender

By: / s / Krista Knutson

Name: Krista Knutson

Title: Vice President

Signature Page to Term Loan Agreement

EXHIBIT A

DEFINITIONS

As used in this Agreement and the attached exhibits, the following terms shall have the following meanings:

“30-Day LIBOR Rate” means, for a period of one month, a rate of interest per annum equal to (a) LIBOR, as published by Reuters (or other commercially available source providing quotations of LIBOR as selected by Administrative Agent from time to time) as determined at approximately 11:00 a.m., London time determined two (2) London Banking Days prior to the commencement of such period for U.S. Dollar deposits being delivered in the London interbank eurodollar market for a term of one (1) month commencing that day, or (b) if such published rate is not available at such time for any reason, the rate per annum determined by Administrative Agent to be the rate at which deposits in U.S. Dollars for delivery on the date of determination in same day funds in the approximate amount of the Loan being made or maintained, as applicable, and with a term equal to one (1) month would be offered by Bank of America, N.A.’s London Branch to major banks in the London interbank eurodollar market at their request at the date and time of determination, in each case for the period (i) commencing on the date on which Borrower elects to enter into a Swap Contract with a Swap Counterparty through and including the last day of the calendar month in which such Swap Contract is entered into and (ii) with respect to each calendar month thereafter, on the first day of each calendar month through the end of such calendar month; provided that if such calendar month begins on a day that is not a Business Day, LIBOR for such month shall be LIBOR determined as of the next preceding Business Day.

“Administrative Agent” means Bank of America, N.A., in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent Advances” means advances as set forth in Section 2.10 of this Agreement.

“Administrative Agent’s Office” means Administrative Agent’s address and, as appropriate, account as set forth on the Schedule of Lenders, or such other address or account as Administrative Agent hereafter may designate by written notice to Borrower and Lenders.

“Administrative Agent’s Time” means Pacific Standard Time.

“Affiliate” means any person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under direct or indirect common control with, another person. A person shall be deemed to be “controlled by” any other person if such other person possesses, directly or indirectly, power (a) to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners or the equivalent; or (b) to direct or cause the direction of the management and policies of such person whether by contract or otherwise.

“Agent-Related Persons” means Administrative Agent, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and Affiliates.

“Aggregate Commitments” means the Commitments of all Lenders.

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement, and includes all exhibits attached hereto and referenced in Section 1.1.

1

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate and (c) the LIBOR Daily Floating Rate plus 1.00%.

“Borrower” has the meaning set forth in the introductory paragraph of this Agreement.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where Administrative Agent’s Office is located.

“Closing Checklist” means that certain Closing Requirements and Checklist setting forth the conditions for closing the Loan.

“Commitment” means, as to each Lender, its obligation to advance its Pro Rata Share of the Loan in an aggregate principal amount not exceeding the amount set forth opposite such Lender’s name on the Schedule of Lenders at any one time outstanding, as such amount may be adjusted from time to time in accordance with this Agreement.

“Debtor Relief Law” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” has the meaning set forth in Section 5.1 of this Agreement.

“Defaulting Lender” means a Lender that fails to pay its Pro Rata Share of a Payment Amount within five (5) Business Days after notice from Administrative Agent, until such Lender cures such failure as permitted in this Agreement.

“Defaulting Lender Amount” means the Defaulting Lender’s Pro Rata Share of a Payment Amount.

“Defaulting Lender Payment Amount” means a Defaulting Lender Amount plus interest from the date such Defaulting Lender Amount was funded by Administrative Agent and/or an Electing Lender, as applicable, to the date such amount is repaid to Administrative Agent and/or such Electing Lender, as applicable, at the rate per annum applicable to such Defaulting Lender Amount under the Loan or otherwise at the Base Rate.

“Effective Date” means the date all conditions on Exhibit B are either satisfied or waived by Administrative Agent.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other person (other than a natural person) approved by Administrative Agent and, unless a Default has occurred and is continuing, Borrower (each such approval not to be unreasonably withheld or delayed).

“ERISA” has the meaning set forth in Section 3.6 of this Agreement.

2

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for that day shall be the rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on the next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upwards to the next higher 1/100 of 1%) charged to Bank of America, N.A. on such day on such transactions as determined by Administrative Agent.

“Financial Statements” means, for each Reporting Party other than an individual, a balance sheet, income statement, statements of cash flow, a statement of changes in equity, and unless Administrative Agent otherwise consents, consolidated and consolidating statements if the Reporting Party is a holding company or a parent of a subsidiary entity.

“Fund” means any person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial real estate loans and similar extensions of credit in the ordinary course of its business.

“Indebtedness” means any and all indebtedness to Administrative Agent and/or Lenders evidenced, governed or secured by, or arising under, any of the Loan Documents, including the Loan.

“Indemnified Liabilities” has the meaning set forth in Section 8.2.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“Laws” means all constitutions, treaties, statutes, laws, ordinances, regulations, rules, orders, writs, injunctions, or decrees of the United States of America, any state or commonwealth, any municipality, any foreign country, any territory or possession, or any Tribunal.

“Lender” means each lender from time to time party to this Agreement.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such on the Schedule of Lenders, or such other office or offices as such Lender may from time to time notify Borrower and Administrative Agent.

“Letter of Credit” as defined in Exhibit C attached hereto.

“LIBOR” means the British Bankers Association LIBOR Rate or the successor thereto if the British Bankers Association is no longer making a LIBOR rate available.

“LIBOR Daily Floating Rate” means, for any day, a fluctuating rate of interest per annum equal to (a) LIBOR, as published by Reuters (or other commercially available source providing quotations of LIBOR as selected by Administrative Agent from time to time) as determined at approximately 11:00 a.m., London time determined two (2) London Banking Days prior to such date for U.S. Dollar deposits being delivered in the London interbank eurodollar market for a term of one (1) month commencing that day, or (b) if such

3

published rate is not available at such time for any reason, the rate per annum determined by Administrative Agent to be the rate at which deposits in U.S. Dollars for delivery on the date of determination in same day funds in the approximate amount of the Loan being made or maintained, as applicable, and with a term equal to one (1) month would be offered by Bank of America, N.A.’s London Branch to major banks in the London interbank eurodollar market at their request at the date and time of determination.

“Loan” means the loan by Lenders to Borrower, in the maximum, aggregate principal amount equal to $9,372,583.00.

“Loan Documents” means this Agreement (including all exhibits), the Letter of Credit, the Note, any assignment of a Swap Contract, any guaranty, financing statements, and such other documents evidencing, securing or pertaining to the Loan as shall, from time to time, be executed and/or delivered by Borrower or any other party to Administrative Agent or any Lender pursuant to this Agreement, as they may be amended, modified, restated, replaced or supplemented from time to time.

“London Banking Day” means a day on which banks in London are open for business and dealing in offshore dollars.

“Material Adverse Effect” means: (a) a material adverse change in, or a material adverse effect upon, the Project, or the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) of Borrower; provided, however, the fact that the transfer of equity in Borrower permitted under Section 3.8 has occurred, shall not constitute a Material Adverse Effect in and of itself; (b) a material impairment of the ability of Borrower to perform its obligations under any Loan Documents to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any party to the Loan Documents of any such document or agreement to which it is a party.

“Maturity Date” means November 4, 2016.

“Notes” means the promissory notes executed by Borrower, pursuant to this Agreement, and payable to the order of each Lender in the amount of the Lender’s Commitment and collectively in the maximum principal amount of the Loan, substantially in the form of Exhibit E, as amended, modified, replaced, restated, extended or renewed from time to time.

“Obligations” means all liabilities, obligations, covenants and duties of, any party to a Loan Document arising under or otherwise with respect to any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any party to a Loan Document or any Affiliate thereof of any proceeding under any Debtor Relief Law naming such person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceedings.

“Payment Amount” means an Advance of the Loan, an unreimbursed Administrative Agent Advance, an unreimbursed Indemnified Liability or any other amount that a Lender is required to fund under this Agreement.

“Potential Default” means any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become a Default.

“Prime Rate” means, on any day, the rate of interest per annum then most recently established by Administrative Agent as its “prime rate,” it being understood and agreed that such rate is set by Administrative

4

Agent as a general reference rate of interest, taking into account such factors as Administrative Agent may deem appropriate, that it is not necessarily the lowest or best rate actually charged to any customer or a favored rate, that it may not correspond with future increases or decreases in interest rates charged by other lenders or market rates in general, and that Administrative Agent may make various business or other loans at rates of interest having no relationship to such rate. If Administrative Agent (including any subsequent Administrative Agent) ceases to exist or to establish or publish a prime rate from which the Prime Rate is then determined, the applicable variable rate from which the Prime Rate is determined thereafter shall be instead the prime rate reported in The Wall Street Journal (or the average prime rate if a high and a low prime rate are therein reported), and the Prime Rate shall change without notice with each change in such prime rate as of the date such change is reported.

“Principal Debt” means the aggregate unpaid principal balance of this Loan at the time in question.

“Pro Rata Share” means, with respect to each Lender at any time, a fraction expressed as a percentage, the numerator of which is the amount of the Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments at such time or, if the Aggregate Commitments have been terminated, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the total outstanding amount of all Indebtedness held by such Lender at such time and the denominator of which is the total outstanding amount of all Indebtedness at such time. The initial Pro Rata Share of each Lender named on the signature pages hereto is set forth opposite the name of that Lender on the Schedule of Lenders.

“Real Estate Loan” means the loan provided by certain lenders pursuant to the Real Estate Loan Agreement.

“Real Estate Loan Agreement” means the Real Estate Term Loan Agreement, dated of even date herewith, by Borrower, Kukui‘ula Development Company (Hawaii), LLC, a Hawaii limited liability company, Bank of America, N.A., as administrative agent, and certain other lenders, as amended, modified, restated, and renewed from time to time.

“Reporting Party” means each party for whom Financial Statements are required to be delivered to Lender.

“Reporting Period” means a specified period to which Financial Statements relate.

“Required Lenders” means as of any date of determination Lenders having at least 66-2/3% of the Aggregate Commitments or, if the Aggregate Commitments have been terminated, Lenders holding in the aggregate at least 66-2/3% of the total outstanding amount of all Indebtedness; provided that the Commitment of, and the portion of the total outstanding amount of all Indebtedness held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required Lenders.

“Schedule of Lenders” means the schedule of Lenders party to this Agreement as set forth on Exhibit F, as it may be modified from time to time in accordance with this Agreement.

“Subsidiary” means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries.

5

“Swap Contract” means any agreement, whether or not in writing, relating to any Swap Transaction, including, unless the context otherwise clearly requires, any agreement or contract that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute, and CFTC Regulation 1.3(xxx), any form of master agreement published by the International Swaps and Derivatives Association, Inc., and any other master agreement (any such master agreement, together with any related schedules, as amended, restated, extended, supplemented or otherwise modified in writing from time to time, a “Master Agreement”), entered into prior to the date hereof or any time after the date hereof, between Swap Counterparty and Borrower (or its Affiliate), together with any related schedule and confirmation, as amended, supplemented, superseded or replaced from time to time.

“Swap Counterparty” means Administrative Agent, any Lender, or an Affiliate of Administrative Agent or Lender, in its capacity as counterparty under any Swap Contract.

“Swap Transactions” means (a) any and all rate swap transactions, basis swaps, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, or (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any Master Agreement, including any such obligations or liabilities under any Master Agreement.

“Taxes” means all taxes, assessments, fees, levies, imposts, duties, deductions, withholdings, or other charges of any nature whatsoever from time to time or at any time imposed by any Law or Tribunal, including any such Taxes as defined and described in Section 2.8.

“Tribunal” means any state, commonwealth, federal, foreign, territorial or other court or governmental department, commission, board, bureau, district, authority, agency, central bank, or instrumentality, or any arbitration authority.

6

EX-21

Name of Subsidiary State or Other Jurisdiction  Under Which Organized  

ALEXANDER & BALDWIN, INC.

Subsidiaries as of February 1, 2014

Name of Subsidiary

State or Other Jurisdiction  Under Which Organized

SUBSIDIARIES AND RELATED ENTITIES* A&B II, LLC    Grace Pacific LLC    G P Maintenance Solutions, Inc.    G P Roadway Solutions, Inc.    Grace Pacific Precast, Inc.    Niu Construction, Inc.    Oahu Paving Company, Inc.    Entities in which Grace Pacific LLC is involved as a member and/or manager:       GLP Asphalt LLC**    GP/RM Prestress, LLC**    Maui Paving, LLC** Alexander & Baldwin, LLC Entities in which Alexander & Baldwin, LLC is involved as a member and/or manager:       A&B Gateway LLC       A&B Little Cottonwood LLC       A&B Lot 100 LLC       A&B Mililani Investment LLC       A&B Napili LLC       AB Hawaii Royal MacArthur LLC       ABI Concorde LLC       ABI Mililani Gateway South LLC       ABL Ag. LLC       ABL Exchange LLC***       ABL Hamakua LLC       ABL Kelo LLC

Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Delaware Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii

180171-2014    -1-

Name of Subsidiary State or Other Jurisdiction  Under Which Organized  

   McBryde Sugar Company, LLC       McBryde Resources, Inc. Entities in which McBryde Sugar Company, LLC is involved as a member and/or manager:          McBryde Concorde LLC A & B Properties, Inc. Entities in which A & B Properties, Inc. is involved as a member and/or manager:       A&B Airport Hotel LLC       A&B Alakea LLC       A&B Deer Valley LLC       A&B Guam LLC       A&B Hokua LLC       A&B Ka Milo LLC       A&B Kakaako LLC       A&B Kane LLC       A&B Kukui’ula Fairway Homes LLC          ABP-EWP Development LLC**       A&B Lanihau LLC       A&B MLR LLC          MLR Golf Partners LLC**       A&B Ninigret LLC       A&B P&L LLC       A&B Pearl Highlands LLC***       A&B Riverside LLC       A&B Santa Barbara LLC          Santa Barbara Land and Ranching             Company, LLC**       A&B Visalia 1 LLC       A&B Visalia 3 LLC       A&B Waianae LLC A&B Waiawa LLC       A&B Waikiki LLC       A&B Wailea LLC          Wailea MF-7 LLC          Wailea MF-8 LLC             Kai Malu Wailea LLC**       A&B Waipio 100 LLC       A&B Waipio Shopping Center LLC       A&B Westridge LLC**       AB Properties Concorde LLC       ABP Deer Valley LLC       ABP Hahani LLC***       ABP Kailua Road LLC       ABP Komohana LLC       ABP Mililani Gateway LLC ABP Mililani Gateway South LLC ABP Napili LLC ABP Pearl Highlands LLC ABP Residuary LLC*** ABP Savannah-A LLC       ABP Savannah-B LLC       ABP Ulupuni LLC***       ABP Windward LLC       ABX Napili LLC       Avenue Penn LLC       Blacksand Hawaii Investment LLC       Brydeswood Water Company       Centre Pointe Marketplace, LLC**       Crossroads Plaza Development          Partners, LLC**       Estates of Kahala LLC       Hokua Development Group LLC**       Kahului Town Center LLC       Kai Lani Company, LLC**       Kamuela Associates LLC**       KDC, LLC          BKDC Kauai Estates LLC**          Kukui’ula Development Company             (Hawaii), LLC**             KDCH Workforce Housing LLC**             Koloa Housing I LLC**             Kukui’ula South Shore Community                  Services, LLC**             Makai Cottage Model, LLC** Kukui’ula Housing Development LLC**    Kukui’ula Model Home LLC**    Lodge Hale Development, LLC**            Kukui’ula Village LLC**       Keawe Development, LLC       Kewalo Development LLC**       KKV Management LLC       Kona Development Group LLC**       Mahina Ka Milo LLC**       Palmdale Trade & Commerce Center, LLC**       Panama and Gosford Retail, LLC**       Port Allen Residential LLC       Rye Canyon Office Partners, LLC**       Square One Lahaina LLC       The Collection LLC       Wailea Estates LLC       Wailea Water Services LLC       Waimanu Development LLC       WDCI Deer Valley LLC       WDCI Heritage LLC       WDCI Komohana LLC Agri-Quest Development Company, Inc. East Maui Irrigation Company, Limited    Entities in which East Maui Irrigation    Company, Limited is involved as a member    and/or manager: Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Delaware Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Delaware Hawaii Delaware Delaware Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii California Hawaii Delaware Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii California California Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Hawaii Delaware Hawaii Hawaii Hawaii Hawaii Hawaii California California Hawaii California Hawaii Hawaii Hawaii Hawaii Hawaii Delaware Hawaii Hawaii Hawaii Hawaii

180171-2014    -2-

Name of Subsidiary State or Other Jurisdiction  Under Which Organized  

EMI Residuary LLC	Hawaii
Hawaiian DuraGreen, Inc.	Hawaii
Kahului Trucking & Storage, Inc.	Hawaii
Kauai Commercial Company, Incorporated	Hawaii
Kukui’ula Development Company, Inc.	Hawaii
Entities in which Kukui’ula Development Company, Inc. is involved as a member and/or manager: South Shore Resources LLC	Hawaii
Ohanui Corporation	Hawaii
Division:
Hawaiian Commercial & Sugar Company	Hawaii
OTHER RELATED ENTITIES Alexander & Baldwin Foundation Alexander & Baldwin Sugar Museum Hawaiian Sugar & Transportation Cooperative	Hawaii Hawaii Hawaii
(a Hawaii agricultural cooperative association)
INACTIVE SUBSIDIARIES* A & B Inc.	Hawaii

* Wholly-owned unless otherwise indicated.

** Partial ownership.

*** Currently managed by third party.

180171-2014    -3-

EX-23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report relating to the consolidated financial statements of Alexander & Baldwin, Inc. and subsidiaries and the effectiveness of Alexander & Baldwin, Inc. and subsidiaries’ internal control over financial reporting dated March [3], 2014, appearing in the Annual Report on Form 10-K of Alexander & Baldwin, Inc for the year ended December 31, 2013.

/s/ Deloitte & Touche LLP

Honolulu, Hawaii

March 3, 2014

121

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Stanley M. Kuriyama, certify that:

1.    I have reviewed this Annual Report on Form 10-K of Alexander & Baldwin, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By/s/ Stanley M. Kuriyama

Stanley M. Kuriyama, President and

Chief Executive Officer

Date: March 3, 2014

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Paul K. Ito, certify that:

1.    I have reviewed this Annual Report on Form 10-K of Alexander & Baldwin, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By /s/ Paul K. Ito            

Paul K. Ito, Senior Vice President,

Chief Financial Officer, Controller and Treasurer

Date: March 3, 2014

EX-32

EXHIBIT 32

Certification of Chief Executive Officer and

Chief Financial Officer Pursuant to

18 U.S.C. Section 1350, As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10‑K of Alexander & Baldwin, Inc. (the "Company") for the fiscal year ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Stanley M. Kuriyama, as President and Chief Executive Officer of the Company, and Paul K. Ito, as Senior Vice President, Chief Financial Officer, Controller and Treasurer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:

(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Stanley M. Kuriyama
Name:	Stanley M. Kuriyama
Title:	President and Chief Executive Officer
Date:	March 3, 2014

/s/ Paul K. Ito
Name:	Paul K. Ito
Title:	Senior Vice President, Chief Financial Officer, Controller and Treasurer
Date:	March 3, 2014

EX-95

Exhibit 95

MINE SAFETY DISCLOSURE

The operation of Grace Pacific LLC’s Makakilo Quarry (the “Quarry”) is subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects the Quarry on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation. Citations or orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Company is required to present information regarding certain mining safety and health citations which MSHA has issued with respect to its mining operation in its periodic reports filed with the Securities and Exchange Commission (the “SEC”). We have provided information below in response to the rules and regulations of the SEC issued under Section 1503(a) of the Dodd-Frank Act.

The Dodd-Frank Act and the subsequent implementing regulation issued by the SEC require disclosure of the following categories of violations, orders and citations: (1) Section 104 S&S Citations, which are citations issued for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard; (2) Section 104(b) Orders, which are orders issued upon a follow up inspection where the inspector finds the violation previously cited has not been totally abated in the prescribed time period; (3) Section 104(d) Citations and Orders, which are issued upon violations of mandatory health or safety standards caused by an unwarrantable failure of the operator to comply with the standards; (4) Section 110(b)(2) Violations, which result from the reckless and repeated failure to eliminate a known violation; (5) Section 107(a) Orders, which are given when MSHA determines that an imminent danger exists and results in an order of immediate withdrawal from the area of the mine affected by the condition; and (6) written notices from MSHA of a pattern of violations—or the potential to have such pattern—of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under Section 104(e). In addition, the Dodd-Frank Act requires the disclosure of the total dollar value of proposed assessments from MSHA under the Mine Act and the total number of mining related fatalities. This information for the Quarry for the twelve months ended December 31, 2013 is as follows:

Total Number of S&S Citations	1
Mine Act § 104(b) Orders	0
Mine Act § 104(d) Citations and Orders	0
Mine Act § 110(b)(2) Violations	0
Mine Act § 107(a) Orders	0
Total Dollar Value of Proposed MSHA Assessments	$1,894
Total Number of Mining Related Fatalities	0
Received Written Notice of Pattern of Violation under Mine Act §104(e) (yes/no)	No
Received Written Notice of Potential to Have Pattern under Mine Act §104(e) (yes/no)	No

As of December 31, 2013, there was one pending legal action before the Federal Mine Safety and Health Review Commission involving the Quarry. One legal action was instituted during the twelve months ended December 31, 2013 and no legal actions were resolved during the twelve months ended December 31, 2013.

The one pending legal action was a contest of four 104(a) non S&S citations. There were no contests of proposed penalties; complaints for compensation; complaints of discharge, discrimination or interference; applications for temporary relief; or appeals of judges’ decisions or orders to the Federal Mine Safety and Health Review Commission.

XML

Share-Based Awards (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of stock option activity

Activity in the Company’s stock option plans in 2013 was as follows (in thousands, except weighted average exercise price and weighted average contractual life):

	2012 Plan		Weighted Average Exercise Price	Weighted Average Contractual Life	Aggregate Intrinsic Value
Outstanding, January 1, 2013	1,722.7		$19.41
Exercised	(377.1	)	$20.09
Forfeited and expired	(8.3	)	$21.21
Outstanding, December 31, 2013	1,337.3		$19.21	5.3	$29,841
Vested or expected to vest	1,323.9		$19.21	5.3	$29,542
Exercisable, December 31, 2013	1,148.6		$18.87	4.9	$26,012

Summarizes non-vested restricted stock unit activity

The following table summarizes 2013 non-vested restricted stock unit activity (in thousands, except weighted average grant-date fair value amounts):

	2012 Plan Restricted Stock Units		Weighted Average Grant-Date Fair Value
Outstanding, January 1, 2013	330.0		$20.43
Granted	121.1		$34.12
Vested	(156.5	)	$18.57
Canceled	(52.3	)	$22.96
Outstanding, December 31, 2013	242.3		$27.92

Summary of compensation cost related to share-based payments

A summary of compensation cost related to share-based payments is as follows (in millions):

	2013			2012			2011
Share-based expense (net of estimated forfeitures):
Stock options	$	0.7		$	1.1		$	1.2
Incremental share-based compensation cost related to separation	0.5			1.2			—
Non-vested stock & restricted stock units	3.0			3.1			3.6
Total share-based expense	4.2			5.4			4.8
Total recognized tax benefit	(1.3		)	(1.8		)	(1.2		)
Share-based expense (net of tax)	$	2.9		$	3.6		$	3.6
Cash received upon option exercise	$	7.6		$	20.9		$	6.1
Intrinsic value of options exercised	$	6.7		$	13.4		$	3.5
Tax benefit realized upon option exercise	$	2.5		$	2.3		$	1.3
Fair value of stock vested	$	5.2		$	4.2		$	5.5

XML

Acquisitions - Kailua Portfolio Acquisition(Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				12 Months Ended			0 Months Ended		12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 20, 2013 Kailua Portfolio Acquisition Property acre	Dec. 31, 2013 Kailua Portfolio Acquisition	Dec. 31, 2013 Kailua Portfolio Acquisition	Dec. 31, 2012 Kailua Portfolio Acquisition	Dec. 20, 2013 Bridge Loan Kailua Portfolio Acquisition	Dec. 20, 2013 Mortgages Kailua Portfolio Acquisition	Dec. 20, 2013 Ground Lease Kailua Portfolio Acquisition acre	Dec. 20, 2013 Retail Kailua Portfolio Acquisition sqft
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Property, plant and equipment								$ 367.7
Intangible assets								30.4
Total assets acquired								398.1
Intangible liabilities								26.0
Total liabilities assumed								37.4
Net assets acquired								360.7
Business Combination, Pro Forma Information [Abstract]
Operating revenue										391.0	285.5
Income from continuing operations, after tax										23.3	14.2
Net revenues since acquisition									0.8
Net earnings (loss) since acquisition									0.4
Fair value of consideration transferred								360.7
Liabilities assumed in a business combination												60.0	12.0
Number of real estate properties								43
Area of real building improvements owned by third-party															760,000
Area of properties that is subject to ground leases														51
Area of properties that are preservation-zone land								585
The purchase was funded with 1031 and 1033 proceeds								270.0
Liabilities assumed in a business combination								11.4
Acquisition related costs	$ 0.1	$ 2.0	$ 1.5	$ 1.0	$ 4.6	$ 6.8	$ 0			$ 1.1

XML

Significant Accounting Policies - Intangible Assets (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Cost	$ 99.9	$ 24.8
Accumulated Amortization	(25.8)	(16.5)
In-place leases
Finite-Lived Intangible Assets [Line Items]
Cost	59.6	18.7
Accumulated Amortization	(18.6)	(11.8)
Permitted quarry rights
Finite-Lived Intangible Assets [Line Items]
Cost	18.0	0
Accumulated Amortization	(0.1)	0
Other
Finite-Lived Intangible Assets [Line Items]
Cost	22.3	6.1
Accumulated Amortization	$ (7.1)	$ (4.7)

XML

Leases-Company as Lessor - Future Minimum Payments Receivable (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Operating Leases, Future Minimum Payments Receivable [Abstract]
2014	$ 82.8
2015	75.1
2016	63.6
2017	53.9
2018	43.8
Thereafter	329.6
Total	$ 648.8

XML

Acquisitions - Other Acquisitions (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Goodwill	$ 99.6				$ 99.6	$ 0	$ 0
Acquisition related costs	0.1	2.0	1.5	1.0	4.6	6.8	0
Various Acquisitions
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Property, plant and equipment	224.2				224.2
Intangible assets	20.9				20.9
Goodwill	9.3				9.3
Total assets acquired	254.4				254.4
Intangible liabilities	8.3				8.3
Long-term debt, including current portion	134.2				134.2
Total liabilities assumed	142.5				142.5
Net assets acquired	111.9				111.9
The purchase was funded with 1031 proceeds					111.1
Liabilities assumed in a business combination	130.9				130.9
Cash consideration					0.80
Acquisition related costs					2.1
Net revenues since acquisition					12.4
Net earnings (loss) since acquisition					$ 2.1

XML

Employee Benefit Plans - Net Periodic Benefit Cost and Amounts Recognized in Other Comprehensive Loss (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pension Benefits
Components of Net Periodic Benefit Cost [Abstract]
Service cost	$ 2.6	$ 2.4	$ 3.4
Interest cost	7.6	8.2	9.3
Expected return on plan assets	(10.9)	(10.5)	(11.7)
Amortization of net loss (gain)	7.7	7.9	4.8
Amortization of prior service cost (credit)	(0.8)	(0.8)	0.6
Curtailment gain	0	0	0
Recognition of loss on special termination benefit	0	0.1	0
Net periodic benefit cost	6.2	7.3	6.4
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (net of tax) [Abstract]
Net loss (gain)	(24.7)	7.0	21.0
Amortization of unrecognized (loss) gain	(7.7)	(7.9)	(3.0)
Prior service credit	0	0	(6.7)
Amortization of prior service cost (credit)	0.8	0.8	(0.3)
Total recognized in other comprehensive income	(31.6)	(0.1)	11.0
Total recognized in net periodic benefit cost and other comprehensive income	(25.4)	7.2	17.4
Other Post-retirement Benefits
Components of Net Periodic Benefit Cost [Abstract]
Service cost	0.1	0.1	0.2
Interest cost	0.4	0.5	0.7
Expected return on plan assets	0	0	0
Amortization of net loss (gain)	(0.2)	(0.2)	0
Amortization of prior service cost (credit)	0	0	0
Curtailment gain	(0.5)	0	0
Recognition of loss on special termination benefit		0	0
Net periodic benefit cost	(0.2)	0.4	0.9
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (net of tax) [Abstract]
Net loss (gain)	3.0	(0.4)	(0.8)
Amortization of unrecognized (loss) gain	0.2	0.3	0
Prior service credit	0	0	0
Amortization of prior service cost (credit)	0	0	0
Total recognized in other comprehensive income	3.2	(0.1)	(0.8)
Total recognized in net periodic benefit cost and other comprehensive income	$ 3.0	$ 0.3	$ 0.1

XML

Significant Accounting Policies - Inventories (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Inventory [Line Items]
Inventories	$ 68.1	$ 23.5
Sugar inventories
Inventory [Line Items]
Inventories	16.8	3.9
Asphalt
Inventory [Line Items]
Inventories	17.9	0
Processed rock, portland cement, and sand
Inventory [Line Items]
Inventories	12.9	0
Work in progress
Inventory [Line Items]
Inventories	2.7	0
Retail merchandise
Inventory [Line Items]
Inventories	1.8	0
Parts, materials and supplies inventories
Inventory [Line Items]
Inventories	$ 16.0	$ 19.6

XML

Property (Tables)

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property

Property on the consolidated balance sheets includes the following (in millions):

	December 31,
	2013			2012
Buildings	$	560.0		$	553.5
Land	572.7			254.8
Machinery and equipment	230.9			200.2
Asphalt plants	48.0			—
Water, power and sewer systems	138.8			134.9
Other property improvements	90.2			83.0
Vessel	7.2			7.1
Subtotal	1,647.8			1,233.5
Accumulated depreciation	(374.1		)	(394.8		)
Property - net	$	1,273.7		$	838.7

XML

Employee Benefit Plans - Weighted-Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pension Benefits
Weighted average assumptions used to determine net periodic benefit cost [Abstract]
Discount rate	4.90%	4.10%	4.80%
Expected return on plan assets	8.00%	8.25%	8.25%
Rate of compensation increase	3.00%	3.00%	4.00%
Other Post-retirement Benefits
Weighted average assumptions used to determine net periodic benefit cost [Abstract]
Discount rate	4.90%	4.10%	4.90%
Expected return on plan assets	0.00%	0.00%	0.00%
Rate of compensation increase	3.00%	3.00%	4.00%
Assumed health care cost trend rates [Abstract]
Initial health care cost trend rate	7.50%	8.00%	9.00%
Ultimate rate	4.50%	4.50%	5.00%
Year ultimate rate is reached	2028	2020	2016

XML

Employee Benefit Plans - Fair Value of Pension Plan Assets (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	$ 153.4		$ 142.3
Cash
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	5.2		12.7
U.S. large-cap
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	24.4		47.6
U.S. mid- and small-cap
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	20.4		23.6
International large-cap
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	16.3		16.0
International mid-cap
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	8.1		4.1
Exchange traded funds - U.S. Treasuries
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	16.3		0.8
Municipal bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year			1.9
Investment grade U.S. corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	45.0		6.1
High-yield U.S. corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	6.4		4.1
Mortgage-backed securities and other
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year			12.5
Real estate partnership interests
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	7.5		7.8
Private equity partnership interests (a)
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	0.3	[1]	0.7	[1]
Exchange traded fund - commodities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	2.5
Managed Futures fund
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year			3.5
Insurance contracts
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	1.0		0.9
Quoted Prices in Active Markets for Identical Assets (Level 1)
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	138.2		89.7
Quoted Prices in Active Markets for Identical Assets (Level 1) | Cash
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	5.2		12.7
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. large-cap
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	24.4		47.6
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. mid- and small-cap
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	20.4		23.6
Quoted Prices in Active Markets for Identical Assets (Level 1) | International large-cap
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	16.3		5.8
Quoted Prices in Active Markets for Identical Assets (Level 1) | International mid-cap
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	8.1
Quoted Prices in Active Markets for Identical Assets (Level 1) | Exchange traded funds - U.S. Treasuries
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	16.3
Quoted Prices in Active Markets for Identical Assets (Level 1) | Investment grade U.S. corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	45.0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Exchange traded fund - commodities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	2.5
Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	0		43.2
Significant Other Observable Inputs (Level 2) | International large-cap
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year			10.2
Significant Other Observable Inputs (Level 2) | International mid-cap
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year			4.1
Significant Other Observable Inputs (Level 2) | Exchange traded funds - U.S. Treasuries
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year			0.8
Significant Other Observable Inputs (Level 2) | Municipal bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year			1.9
Significant Other Observable Inputs (Level 2) | Investment grade U.S. corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year			6.1
Significant Other Observable Inputs (Level 2) | High-yield U.S. corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year			4.1
Significant Other Observable Inputs (Level 2) | Mortgage-backed securities and other
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year			12.5
Significant Other Observable Inputs (Level 2) | Managed Futures fund
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year			3.5
Significant Un-observable Inputs (Level 3)
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	15.2		9.4
Significant Un-observable Inputs (Level 3) | High-yield U.S. corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	6.4
Significant Un-observable Inputs (Level 3) | Real estate partnership interests
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	7.5		7.8
Significant Un-observable Inputs (Level 3) | Private equity partnership interests (a)
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	0.3	[1]	0.7	[1]
Significant Un-observable Inputs (Level 3) | Insurance contracts
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	$ 1.0		$ 0.9

[1] This category represents private equity funds that invest principally in U.S. technology companies.

XML

Share-Based Awards - Stock Option Activity (Details) (2012 Plan, USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
2012 Plan
2012 Incentive Compensation Plan [Roll Forward]
Outstanding, January 1, 2013 (in shares)	1,722,700
Exercised (in shares)	(377,100)
Forfeitures and expired (in shares)	(8,300)
Outstanding, December 31, 2013 (in shares)	1,337,300
Vested or expected to vest (in shares)	1,323,900
Exercisable (in shares)	1,148,600
Weighted Average Exercise Price [Roll Forward]
Outstanding, January 1, 2013 (in dollars per share)	$ 19.41
Exercised (in dollars per share)	$ 20.09
Forfeited and expired (in dollars per share)	$ 21.21
Outstanding, December 31, 2013 (in dollars per share)	$ 19.21
Vested or expected to vest (in dollars per share)	$ 19.21
Exercisable (in dollars per share)	$ 18.87
Weighted Average Contractual Life [Abstract]
Weighted average contractual life, December 31, 2013	5 years 3 months 12 days
Vested or expected to vest weighted average contractual life (in years)	5 years 3 months 12 days
Weighted average contractual life, exercisable (in years)	4 years 10 months 12 days
Aggregate Intrinsic Value [Abstract]
Aggregate intrinsic value, December 31, 2013	$ 29,841
Vested and expected to vest aggregate intrinsic value	29,542
Aggregate intrinsic value, exercisable	$ 26,012

XML

Discontinued Operations (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012 Property	Dec. 31, 2011
Discontinued Operations and Disposal Groups [Abstract]
Number of industrial properties		2
Number of leased fee properties		2
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from discontinued operations	$ 22.3	$ 12.8	$ 23.3
Basic Earnings Per Share	$ 0.50	$ 0.30	$ 0.55
Diluted Earnings Per Share	$ 0.50	$ 0.30	$ 0.55
Real Estate Leasing
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from the sale of income-producing properties	337.6	8.9	45.5
Real estate leasing revenue	31.6	36.4	36.4
Gain on sale of income-producing properties, net	22.1	4.0	22.5
Real estate leasing operating profit	14.6	17.1	16.3
Total operating profit before taxes	36.7	21.1	38.8
Income tax expense	14.4	8.3	15.5
Income from discontinued operations	$ 22.3	$ 12.8	$ 23.3
Industrial | 2013 Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties	4
Retail | 2013 Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties	3
Office : | 2013 Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties	2

XML

Employee Benefit Plans - Amounts Recognized in Consolidated Balance Sheets and Accumulated Other Comprehensive Loss (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Amounts recognized on the consolidated balance sheets [Abstract]
Non-current liabilities	$ (37.3)	$ (58.9)
Pension Benefits
Amounts recognized on the consolidated balance sheets [Abstract]
Non-current assets	3.3	1.4
Current liabilities	0	0
Non-current liabilities	(25.3)	(48.8)
Total	(22.0)	(47.4)
Amounts recognized in accumulated other comprehensive loss [Abstract]
Net loss (gain) (net of taxes)	33.2	53.0
Unrecognized prior service credit (net of taxes)	(3.9)	(4.4)
Total	29.3	48.6
Other Post-retirement Benefits
Amounts recognized on the consolidated balance sheets [Abstract]
Non-current assets	0	0
Current liabilities	(0.9)	(0.8)
Non-current liabilities	(12.0)	(10.1)
Total	(12.9)	(10.9)
Amounts recognized in accumulated other comprehensive loss [Abstract]
Net loss (gain) (net of taxes)	1.1	(1.4)
Unrecognized prior service credit (net of taxes)	0	0
Total	$ 1.1	$ (1.4)

XML

Income Taxes - Deferred Tax Assets and Deferred Tax Liabilities (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Deferred tax assets:
Benefit plans	$ 23.6	$ 32.2
Capitalized costs	24.1	17.8
Charitable contribution	1.5	4.0
Basis differences for property and equipment	0	3.6
Joint ventures and other investments	15.0	5.5
Impairment and amortization	0.5	4.1
Insurance and other reserves	6.7	5.4
Solar credit	3.5	2.9
Other	5.4	0.8
Total deferred tax assets	80.3	76.3
Deferred tax liabilities:
Tax-deferred gains on real estate transactions	225.4	211.4
Basis differences for property and equipment	23.4	0
Straight-line rental income and advanced rent	7.2	8.1
Other	5.2	1.9
Total deferred tax liabilities	261.2	221.4
Net deferred tax liability	$ 180.9	$ 145.1

XML

Employee Benefit Plans - Estimated Benefit Payments (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
2014	$ 10.4
2015	10.6
2016	10.9
2017	11.0
2018	11.2
2019-2023	60.1
Non-qualified Plan Benefits
Defined Benefit Plan Disclosure [Line Items]
2014	0.1
2015	0.7
2016	3.5
2017	0.1
2018	1.0
2019-2023	0.5
Other Post-retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
2014	0.8
2015	0.8
2016	0.8
2017	0.8
2018	0.7
2019-2023	$ 2.5

XML

Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Reconciliation of Unrecognized Tax Benefits [Roll Forward]
Balance, beginning period	$ 0	$ 2.5	$ 2.5
Additions for tax positions of prior years	0		0
Additions for tax positions of current year	0		0
Reductions for tax positions of prior years	0	(2.5)	0
Reductions for lapse of statute of limitations	0		0
Balance, ending period	$ 0	$ 0	$ 2.5

XML

Employee Benefit Plans - Accumulated Benefit Obligation in Excess of Plan Assets (Details) (Pension Benefits, USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation	$ 167.7	$ 181.0
Accumulated benefit obligation	166.0	178.4
Fair value of plan assets	$ 142.4	$ 132.2

XML

Employee Benefit Plans (Details) (USD $)	12 Months Ended												12 Months Ended				0 Months Ended	3 Months Ended	0 Months Ended		3 Months Ended
	Dec. 31, 2013	Dec. 31, 2013 Non-qualified Plan Benefits	Dec. 31, 2012 Non-qualified Plan Benefits	Dec. 31, 2011 Non-qualified Plan Benefits	Dec. 31, 2013 Other Post-retirement Benefits	Dec. 31, 2012 Other Post-retirement Benefits	Dec. 31, 2011 Other Post-retirement Benefits	Dec. 31, 2013 Pension Benefits	Dec. 31, 2012 Pension Benefits	Dec. 31, 2011 Pension Benefits	Dec. 31, 2013 Cash Balance Defined Benefit Pension Plan	Dec. 31, 2013 Non qualified and Post retirement Benefit Plans	Dec. 31, 2013 Defined Contribution 401k Plan	Dec. 31, 2012 Deferred Profit Sharing	Dec. 31, 2012 Minimum Deferred Profit Sharing	Dec. 31, 2012 Maximum Deferred Profit Sharing	Oct. 02, 2013 Natural Materials and Construction	Dec. 31, 2013 Natural Materials and Construction	Oct. 02, 2013 Natural Materials and Construction Defined Contribution 401k Plan Plan	Oct. 02, 2013 Natural Materials and Construction Deferred Profit Sharing	Dec. 31, 2013 Officer Natural Materials and Construction Defined Contribution 401k Plan	Dec. 31, 2013 Non-Officer Employees Natural Materials and Construction Defined Contribution 401k Plan
Defined Benefit Plan Disclosure [Line Items]
One year pension returns (losses)	16.60%
Three year pension returns (losses)	8.70%
Five year pension returns (losses)	11.60%
Long-term average return since plan inception (in percent)	8.60%
Pension contributions								$ 100,000	$ 2,600,000
Description of interest credit rate basis											ten-year U.S. Treasury rate
Accumulated benefit obligation								173,600,000	186,900,000
Estimated net prior service credit, net of tax, that will be recognized in net periodic pension cost in next fiscal year		400,000						(800,000)
Estimated net loss, net of tax, that will be recognized in net periodic pension cost in next fiscal year		100,000						4,000,000
Amortization period of unrecognized gains and losses					5 years
Plans obligations		6,900,000			(12,900,000)	(10,900,000)		(22,000,000)	(47,400,000)
Discount rate		3.50%			4.90%	4.10%	4.90%	4.90%	4.10%	4.80%
Net periodic benefit cost		100,000	900,000	1,600,000	(200,000)	400,000	900,000	6,200,000	7,300,000	6,400,000
Amount recognized in accumulated other comprehensive income for unrecognized loss, net of tax		(1,800,000)			(1,100,000)	1,400,000		(33,200,000)	(53,000,000)
Unrecognized prior service credit (net of taxes)		2,100,000			0	0		3,900,000	4,400,000
Current liabilities related to non-qualified plan and post-retirement benefits					900,000	800,000		0	0			(1,100,000)
Employer matching contribution, percentage													3.00%		1.00%	5.00%					0.00%	10.00%
Company's matching contribution expense													700,000	900,000				700,000
Number of 401K plans																			2
Maximum annual contribution per employee (in percents)																			10.00%	10.00%
Overall combined limitations of 401k and profit sharing per employee																	$ 25,000
Maximum annual contribution, percent of income before income taxes (in percents)																				5.00%

XML

Schedule III - Real Estate and Accumulated Depreciation Schedule III-Real Estate and Accumulated Depreciation (Notes)

12 Months Ended

Dec. 31, 2013

Real Estate and Accumulated Depreciation Disclosure [Abstract]

Schedule III - Real Estate and Accumulated Depreciation

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

Alexander & Baldwin, Inc. and Subsidiaries

December 31, 2013

(in millions)			Initial Cost				Costs Capitalized Subsequent to Acquisition				Gross Amounts at Which Carried at Close of Period
Description	Encum- brances (1)		Land		Buildings and Improve- ments		Improve- ments		Carrying Costs		Land		Buildings and Improve-ments		Total		Accumulated Depreciation  (2)			Date of Construction	Date Acquired/ Completed
Real Estate Leasing Segment
Industrial
Kailua Industrial/Other (HI)	$	—	$	10.5	$	2.0	$	—	$	—	$	10.5	$	2.0	$	12.5	$	—		Various	2013
Komohana Industrial Park (HI)	—		25.2		10.8		0.4		—		25.2		11.2		36.4		(1.1		)	1990	2010
P&L Warehouse (HI)	—		—		—		1.0		—		—		1.0		1.0		(0.6		)	1970
Port Allen (HI)	—		—		0.7		1.9		—		—		2.6		2.6		(1.7		)	1985, 1993
Waipio Industrial (HI)	—		19.6		7.7		0.2		—		19.6		7.9		27.5		(1.1		)	1988-1989	2009
Midstate 99 Distribution Ctr. (CA)	11.5		2.7		29.6		1.1		—		2.7		30.7		33.4		(4.3		)	2002-2008	2008
Sparks Business Center (NV)	—		3.2		17.2		3.0		—		3.2		20.2		23.4		(6.6		)	1996-1998	2002
Office :
Mililani South (HI)	—		7.0		3.5		0.1		—		7.0		3.6		10.6		(0.2		)	1992 & 2006	2012
Judd Building (HI)	—		1.0		2.1		0.8		—		1.0		2.9		3.9		(1.2		)	1898/1979	2000
Kahului Office Building (HI)	—		1.0		0.4		5.3		—		1.0		5.7		6.7		(6.3		)	1974
Kahului Office Center (HI)	—		—		—		5.3		—		—		5.3		5.3		(3.2		)	1991
Lono Center (HI)	—		—		1.4		0.8		—		—		2.2		2.2		(1.2		)	1973	1991
Maui Clinic Building (HI)	—		—		—		0.5		—		—		0.5		0.5		(0.1		)	1958	2008
Stangenwald Building (HI)	—		1.8		1.0		1.1		—		1.8		2.1		3.9		(0.6		)	1901/1980	1996
Concorde Commerce Center (AZ)	—		3.9		20.9		5.8		—		3.9		26.7		30.6		(4.2		)	1998	2006
Deer Valley Financial Center (AZ)	—		3.4		19.2		2.7		—		3.4		21.9		25.3		(5.3		)	2001	2005
2890 Gateway Oaks (CA)	—		1.7		10.8		1.0		—		1.7		11.8		13.5		(2.5		)	1999	2006
Ninigret Office X and XI (UT)	—		3.1		17.7		3.0		—		3.1		20.7		23.8		(5.3		)	1999 & 2002	2006
1800/ 1820 Preston Park (TX)	—		4.5		19.9		4.4		—		4.5		24.3		28.8		(5.1		)	1997-1998	2006
2868 Prospect Park (CA)	—		2.9		18.1		8.1		—		2.9		26.2		29.1		(11.6		)	1998	1998
San Pedro Plaza (TX)	—		4.6		11.9		7.3		—		4.6		19.2		23.8		(9.0		)	1985	1998, 2000
Union Bank (WA)	—		3.4		10.5		0.4		—		3.4		10.9		14.3		(0.9		)	1993 & 2008	2011
Retail :
Gateway at Mililani Mauka (HI)	—		5.0		4.7		0.2		—		5.0		4.9		9.9		(0.3		)	2006 & 2013	2011
Kahului Shopping Center (HI)	—		—		—		2.4		—		—		2.4		2.4		(1.4		)	1951
Kailua Grocery Anchored (HI)	11.3		54.4		49.3		—		—		54.4		49.3		103.7		(0.1		)	Various	2013
Kailua Retail Other (HI)	—		29.6		26.7		—		—		29.6		26.7		56.3		—			Various	2013
Kaneohe Bay Shopping Ctr. (HI)	—		—		13.4		1.8		—		—		15.2		15.2		(4.6		)	1971	2001
Kunia Shopping Center (HI)	—		2.7		10.6		1.3		—		2.7		11.9		14.6		(3.0		)	2004	2002
Lahaina Square (HI)	—		4.6		3.7		0.3		—		4.6		4.0		8.6		(0.3		)	1973	2010
Lanihau Marketplace (HI)	—		9.4		13.2		0.4		—		9.4		13.6		23.0		(1.3		)	1987	2010
Maui Mall (HI)	—		0.1		9.2		16.6		—		0.1		25.8		25.9		(15.4		)	1971
Napili Plaza (HI)	—		9.4		8.0		—		—		9.4		8.0		17.4		(0.2		)	1991	2013
Pearl Highlands Center (HI)	61.8		43.4		96.2		—		—		43.4		96.2		139.6		(0.9		)	1993	2013
Port Allen Marina Ctr. (HI)	—		—		3.4		1.0		—		—		4.4		4.4		(1.7		)	2002
Waipio Shopping Center (HI)	—		24.0		7.6		0.3		—		24.0		7.9		31.9		(0.9		)	1986-2004	2009
Little Cottonwood Center (UT)	6.1		12.2		9.1		0.9		—		12.2		10.0		22.2		(1.0		)	1998-2008	2010
Royal MacArthur Center (TX)	—		3.5		10.1		1.5		—		3.5		11.6		15.1		(2.2		)	2006	2007
The Shops at Kuiui'ula (HI)	44.0		8.9		30.1		—		—		8.9		30.1		39.0		(0.2		)	2009	2013
Waianae Mall (HI)	19.9		17.4		10.1		0.7		—		17.4		10.8		28.2		(0.3		)	0.0	—
Wilshire Shopping Center (CO)	—		1.3		1.3		0.4		—		1.3		1.7		3.0		(0.9		)	0.0	—
Other:
Oahu Ground Leases (HI)	—		187.7		0.6		—		—		187.7		0.6		188.3		—			N/A	2013
Other miscellaneous investments	—		19.5		0.3		20.0		—		19.5		20.3		39.8		(10.1		)
Total	$	154.6	$	532.6	$	513.0	$	102.0	$	—	$	532.6	$	615.0	$	1,147.6	$	(116.9	)

(in millions)
Description	Encum-berances		Land		Buildings and Improve-ments		Improve- ments		Carrying Costs		Land		Buildings and Improve-ments		Total		Accumulated Depreciation
Real Estate Sales Segment
Brydeswood	$	—	$	—	$	—	$	2.4	$	—	$	—	$	2.4	$	2.4	$	—
The Collection	—		—		—		4.5		—		—		4.5		4.5		—
Maui Business Park II	—		—		—		53.6		—		—		53.6		53.6		—
Keola 'O Wailea (MF-11)	—		2.7		—		6.3		—		2.7		6.3		9.0		—
The Ridge at Wailea (MF-19)	—		1.9		—		6.6		—		1.9		6.6		8.5		—
Wailea B-1	—		4.6		—		—		—		4.6		—		4.6		—
Wailea MF-7	—		2.9		—		5.9		—		2.9		5.9		8.8		—
Aina ‘O Kane	—		—		—		1.2		—		—		1.2		1.2		—
Haliimaile	—		—		—		0.9		—		—		0.9		0.9		—
Kahala Portfolio	42.0		104.1		—		—		—		104.1		—		104.1		—
Kahului Town Center	—		—		—		2.2		—		—		2.2		2.2		—
Wailea SF-8	—		1.3		—		—		—		1.3		—		1.3		—
Wailea MF-6	—		5.8		—		—		—		5.8		—		5.8		—
Wailea MF-10	—		3.8		—		0.5		—		3.8		0.5		4.3		—
Wailea MF-16	—		2.7		—		—		—		2.7		—		2.7		—
Wailea, other	—		15.3		—		1.4		—		15.3		1.4		16.7		—
Santa Barbara	—		5.9		—		—		—		5.9		—		5.9		—
Kai'Olino	—		—		—		11.3		—		—		11.3		11.3		—
Grove Ranch	—		—		—		1.5		—		—		1.5		1.5		—
Waiale Community	—		—		—		1.3		—		—		1.3		1.3		—
Other Maui landholdings	—		—		—		2.5		—		—		2.5		2.5		—
Other Kauai landholdings	—		—		—		1.4		—		—		1.4		1.4		—
Total	$	42.0	$	151.0	$	—	$	103.5	$	—	$	151.0	$	103.5	$	254.5	$	—

(1) See Note 9 to consolidated financial statements.

(2) Depreciation is computed based upon the following estimated useful lives:

Building and improvements    10 – 40 years

Leasehold improvements    5 – 10 years (lesser of useful life or lease term)

Reconciliation of Real Estate (in millions)	2013			2012			2011
Balance at beginning of year	$	1,022.0		$	998.5		$	964.1
Additions and improvements	758.5			63.2			70.7
Impairments	—			(5.1		)	—
Dispositions, retirements and other adjustments	(378.4		)	(34.6		)	(36.3		)
Balance at end of year	$	1,402.1		$	1,022.0		$	998.5

Reconciliation of Accumulated Depreciation (in millions)	2013			2012			2011
Balance at beginning of year	$	133.8		$	115.9		$	107.2
Depreciation expense	19.5			18.3			17.9
Dispositions, retirements and other adjustments	(36.4		)	(0.4		)	(9.2		)
Balance at end of year	$	116.9		$	133.8		$	115.9

XML

Significant Accounting Policies - Goodwill (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 0	$ 0
Goodwill acquired during the year	99.6	0
Goodwill, ending balance	$ 99.6	$ 0

XML

Segment Results (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Segment Results

Operating segment information for 2013, 2012, and 2011 is summarized as below (in millions):

For the Year Ended December 31,	2013			2012			2011
Revenue:
Real Estate:
Leasing	$	110.4		$	100.6		$	99.7
Development and Sales	423.0			32.2			59.8
Less amounts reported in discontinued operations1	(369.2		)	(45.3		)	(81.9		)
Natural materials and construction	54.9			—			—
Agribusiness	146.1			182.3			157.5
Reconciling items2	—			(8.3		)	—
Total revenue	$	365.2		$	261.5		$	235.1
Operating Profit (Loss)
Real Estate1:
Leasing	$	43.4		$	41.6		$	39.3
Development and Sales3	44.4			(4.4		)	15.5
Less amounts reported in discontinued operations1	(36.7		)	(21.1		)	(38.8		)
Natural materials and construction4	2.9			—			—
Agribusiness	10.7			20.8			22.2
Total operating profit	64.7			36.9			38.2
Interest Expense	(19.1		)	(14.9		)	(17.1		)
General Corporate Expenses	(17.4		)	(15.1		)	(19.9		)
Separation/Acquisition Costs	(4.6		)	(6.8		)	—
Income From Continuing Operations Before Income Taxes	23.6			0.1			1.2
Income Tax Expense (benefit)	8.5			(7.6		)	1.0
Income From Continuing Operations	15.1			7.7			0.2
Income From Discontinued Operations (net of income taxes)	22.3			12.8			23.3
Net Income	37.4			20.5			23.5
Income Attributable to Noncontrolling Interest	(0.5		)	—			—
Net Income Attributable to A&B	$	36.9		$	20.5		$	23.5

¹  Amounts recast to reflect discontinued operations.

²  Represents the sale of a 286-acre parcel in 2012 classified as "Gain on sale of agricultural parcel" in the consolidated statements of income, but reflected as revenue for segment reporting purposes.

³  The Real Estate Development and Sales segment includes approximately $4.2 million, $(8.3) million, and ($7.9) million in equity in (loss) earnings from its various real estate joint ventures for 2013, 2012, and 2011, respectively. Included in operating profit are non-cash impairment and equity losses of $6.3 million related to the consolidation of The Shops at Kukui'ula in 2013, $9.8 million (Bakersfield joint venture and Santa Barbara real estate project) in 2012 and $6.4 million (Waiawa real estate joint venture) in 2011.

⁴  Includes the results of Grace from the acquisition date of October 1, 2013 through December 31, 2013.

As of December 31,	2013		2012		2011
Identifiable Assets:
Real Estate:
Leasing	$	1,113.4	$	771.3	$	772.0
Development and Sales5	640.9		504.8		451.5
Agribusiness	160.0		149.9		157.8
Natural materials and construction	358.7		—		—
Other	12.2		11.3		5.3
Total assets	$	2,285.2	$	1,437.3	$	1,386.6
Capital Expenditures:
Real Estate:
Leasing6	$	488.5	$	23.1	$	43.6
Development and Sales7	0.1		—		5.2
Agribusiness8	11.8		31.7		10.5
Natural materials and construction	4.8		—		—
Other	0.1		—		—
Total capital expenditures	$	505.3	$	54.8	$	59.3
Depreciation and Amortization:
Real Estate:
Leasing1	$	24.3	$	22.0	$	21.6
Development and Sales	0.2		0.2		0.2
Agribusiness	11.7		11.6		11.9
Natural materials and construction	4.4		—		—
Other	1.1		1.3		1.1
Total depreciation and amortization	$	41.7	$	35.1	$	34.8

⁵  The Real Estate Development and Sales segment includes approximately $335.0 million, $319.7 million, and $290.1 million related to its investment in various real estate joint ventures as of December 31, 2013, 2012, and 2011, respectively.

⁶  Represents gross capital additions to the leasing portfolio, including gross tax-deferred property purchases, but excluding the assumption of debt, that are reflected as non-cash transactions in the Consolidated Statements of Cash Flows.

⁷  Excludes expenditures for real estate developments held for sale which are classified as Cash Flows from Operating Activities within the Consolidated Statements of Cash Flows and excludes investment in joint ventures classified as Cash Flows from Investing Activities. Operating cash flows for expenditures related to real estate developments were $150.6 million, $37.2 million, and $13.8 million for 2013, 2012, and 2011, respectively. Investments in joint ventures were $22.2 million, $17.4 million, and $27.9 million in 2013, 2012, and 2011, respectively.

⁸ Includes $21.8 million of capital in 2012 related to the Company’s Port Allen solar project before tax credits.

Unaudited quarterly segment results for the years ended December 31, 2013 and 2012 were as follows (in millions):

	2013
(Unaudited)	Q1			Q2			Q3			Q4
Revenue:
Real Estate:
Leasing	$	26.3		$	26.2		$	27.5		$	30.4
Development and Sales	15.4			1.4			47.4			358.8
Less amounts reported in discontinued operations1	(23.6		)	(8.4		)	(45.9		)	(291.3		)
Natural materials and construction	—			—			—			54.9
Agribusiness	14.7			43.5			35.9			52.0
Reconciling items	—			—			—			—
Total revenue	$	32.8		$	62.7		$	64.9		$	204.8
Operating Profit (Loss)
Real Estate1:
Leasing	$	10.9		$	10.6		$	11.2		$	10.7
Development and Sales3	2.4			(0.7		)	4.6			38.1
Less amounts reported in discontinued operations1	(8.2		)	(3.8		)	(11.8		)	(12.9		)
Natural materials and construction	—			—			—			2.9
Agribusiness	3.8			8.3			2.2			(3.6		)
Total operating profit	8.9			14.4			6.2			35.2
Interest Expense	(3.6		)	(3.9		)	(4.2		)	(7.4		)
General Corporate Expenses	(4.4		)	(3.7		)	(3.4		)	(5.9		)
Grace Acquisition Costs	(1.0		)	(1.5		)	(2.0		)	(0.1		)
Income (Loss) From Continuing Operations Before Income Taxes	(0.1		)	5.3			(3.4		)	21.8
Income Tax Expense (Benefit)	(0.1		)	2.6			(0.6		)	6.6
Income (Loss) From Continuing Operations	—			2.7			(2.8		)	15.2
Income From Discontinued Operations (net of income taxes)	5.0			2.3			7.2			7.8
Net Income	5.0			5.0			4.4			23.0
Income Attributable to Noncontrolling Interest	—			—			—			(0.5		)
Net Income Attributable to A&B	$	5.0		$	5.0		$	4.4		$	22.5

Earnings Per Share Attributable to A&B:
	Basic	$	0.12	$	0.11	$	0.10	$	0.46
	Diluted	$	0.12	$	0.11	$	0.10	$	0.46
Weighted average shares:
	Basic	43.0		43.1		43.1		48.6
	Diluted	43.6		43.7		43.8		49.2

	2012
(Unaudited)	Q1			Q2			Q3			Q4
Revenue:
Real Estate:
Leasing	$	25.5		$	25.5		$	24.9		$	24.7
Development and Sales	11.4			7.0			8.4			5.4
Less amounts reported in discontinued operations1	(18.3		)	(9.1		)	(9.0		)	(8.9		)
Agribusiness	13.6			39.9			67.9			60.9
Reconciling items2	—			—			(8.3		)	—
Total revenue	$	32.2		$	63.3		$	83.9		$	82.1
Operating Profit (Loss)
Real Estate1:
Leasing	$	10.7		$	10.5		$	10.2		$	10.2
Development and Sales3	0.9			(9.9		)	3.3			1.3
Less amounts reported in discontinued operations1	(8.4		)	(4.3		)	(4.2		)	(4.2		)
Natural materials and construction	—			—			—			—
Agribusiness	3.5			7.0			9.1			1.2
Total operating profit	6.7			3.3			18.4			8.5
Interest Expense	(4.1		)	(4.0		)	(3.6		)	(3.2		)
General Corporate Expenses	(4.7		)	(4.0		)	(3.0		)	(3.4		)
Separation Costs	(1.7		)	(4.4		)	(0.7		)	—
Income (Loss) From Continuing Operations Before Income Taxes	(3.8		)	(9.1		)	11.1			1.9
Income Tax Expense (benefit)	(1.5		)	(2.1		)	0.3			(4.3		)
Income (Loss) From Continuing Operations	(2.3		)	(7.0		)	10.8			6.2
Income From Discontinued Operations (net of income taxes)	5.1			2.6			2.6			2.5
Net Income (Loss)	2.8			(4.4		)	13.4			8.7
Income Attributable to Noncontrolling Interest	—			—			—			—
Net Income (Loss) Attributable to A&B	$	2.8		$	(4.4	)	$	13.4		$	8.7

Earnings Per Share Attributable to A&B:
	Basic	$	0.07	$	(0.10	)	$	0.31	$	0.20
	Diluted	$	0.07	$	(0.10	)	$	0.31	$	0.20
Weighted average shares:
	Basic	42.4		42.4			42.6		42.9
	Diluted	42.4		42.4			43.3		43.5

¹  Amounts recast to reflect discontinued operations.

²  Represents the sale of a 286-acre agricultural parcel in the third quarter of 2012 classified as "Gain on sale of agricultural parcel" in the consolidated statements of income, but reflected as revenue for segment reporting purposes.

³  The Real Estate Development and Sales segment operating profit includes non-cash impairment loss on consolidation of $6.3 million in the third quarter of 2013 related to the consolidation of The Shops at Kukui'ula and non-cash impairment and equity losses of $9.8 million in the second quarter of 2012 related to the Company’s Bakersfield and Santa Barbara real estate projects.

XML

Employee Benefit Plans - Benefit Obligation, Plan Assets, and Funded Status (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Change in Benefit Obligation [Roll Forward]
Benefit obligation at end of year		$ 189.7
Change in Plan Assets [Roll Forward]
Fair value of plan assets at end of year	153.4	142.3
Pension Benefits
Change in Benefit Obligation [Roll Forward]
Benefit obligation at beginning of year	189.7	173.6
Service cost	2.6	2.4	3.4
Interest cost	7.6	8.2	9.3
Plan participants' contributions	0	0
Actuarial (gain) loss	(13.2)	15.4
Benefits paid	(11.1)	(10.0)
Special or contractual termination benefits	0	0.1
Curtailment	(0.2)	0
Amendments	0	0
Benefit obligation at end of year	175.4	189.7	173.6
Change in Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	142.3	130.8
Actual return on plan assets	22.1	18.9
Employer contributions	0.1	2.6
Benefits paid	(11.1)	(10.0)
Fair value of plan assets at end of year	153.4	142.3	130.8
Funded Status and Recognized Liability	(22.0)	(47.4)
Accumulated benefit obligation [Abstract]
Accumulated benefit obligation	173.6	186.9
Other Post-retirement Benefits
Change in Benefit Obligation [Roll Forward]
Benefit obligation at beginning of year	10.9	11.4
Service cost	0.1	0.1	0.2
Interest cost	0.4	0.5	0.7
Plan participants' contributions	0.9	1.0
Actuarial (gain) loss	3.0	(0.3)
Benefits paid	(1.8)	(1.8)
Special or contractual termination benefits	0	0
Curtailment	(0.6)
Amendments	0	0
Benefit obligation at end of year	12.9	10.9	11.4
Change in Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	0	0
Actual return on plan assets	0	0
Employer contributions	0	0
Benefits paid	0	0
Fair value of plan assets at end of year	0	0	0
Funded Status and Recognized Liability	$ (12.9)	$ (10.9)

XML

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2013

Compensation and Retirement Disclosure [Abstract]

Weighted-Average and Target Asset Allocations

The Company’s weighted-average asset allocations at December 31, 2013 and 2012, and 2013 year-end target allocation, by asset category, were as follows:

	Target		2013		2012
Domestic equity securities	28	%	29	%	50	%
International equity securities	15	%	16	%	14	%
Debt securities	46	%	44	%	18	%
Real estate	7	%	5	%	5	%
Other and cash	4	%	6	%	13	%
Total	100	%	100	%	100	%

Fair Value of Pension Plan Assets

The fair values of the Company’s pension plan assets at December 31, 2013 and 2012, by asset category, are as follows (in millions):

	Fair Value Measurements as of
	December 31, 2013
	Total		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Cash	$	5.2	$	5.2
Equity securities:
U.S. large-cap	24.4		24.4
U.S. mid- and small-cap	20.4		20.4
International large-cap	16.3		16.3
International mid-cap	8.1		8.1
Fixed income securities:
Exchange traded funds - U.S. Treasuries	16.3		16.3
Exchange traded funds - Investment grade U.S. corporate bonds	45.0		45.0
Limited partnership investment in high-yield U.S. corporate bonds	6.4						6.4
Other types of investments:
Real estate partnership interests	7.5						7.5
Private equity partnership interests (a)	0.3						0.3
Exchange traded fund - commodities	2.5		2.5
Insurance contracts	1.0						1.0
Total	$	153.4	$	138.2	$	—	$	15.2

	Fair Value Measurements as of
	December 31, 2012
	Total		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Cash	$	12.7	$	12.7
Equity securities:
U.S. large-cap	47.6		47.6
U.S. mid- and small-cap	23.6		23.6
International large-cap	16.0		5.8		10.2
Emerging market equity	4.1				4.1
Fixed income securities:
U.S. Treasuries	0.8				0.8
Municipal bonds	1.9				1.9
Investment grade U.S. corporate bonds	6.1				6.1
High-yield U.S. corporate bonds	4.1				4.1
Mortgage-backed securities and other	12.5				12.5
Other types of investments:
Real estate partnership interests	7.8						7.8
Private equity partnership interests (a)	0.7						0.7
Managed Futures fund	3.5				3.5
Insurance contracts	0.9						0.9
Total	$	142.3	$	89.7	$	43.2	$	9.4

(a) This category represents private equity funds that invest principally in U.S. technology companies.

Reconciliations of Pension Plan Investments Measured at Fair Value on Recurring Basis

The table below presents a reconciliation of all pension plan investments measured at fair value on a recurring basis using significant unobservable inputs (level 3) for the years ended December 31, 2013 and 2012 (in millions):

	Fair Value Measurements Using Significant
	Unobservable Inputs (Level 3)
	Real Estate			Private Equity			Insurance		Limited Partnership		Total
Beginning balance, January 1, 2012	$	7.4		$	0.8		$	0.7	$	—	$	8.9
Actual return on plan assets:
Assets held at the reporting date	0.7			—			—		—		0.7
Assets sold during the period	0.3			0.3			—		—		0.6
Purchases, sales and settlements	(0.6		)	(0.4		)	0.2		—		(0.8		)
Ending balance, December 31, 2012	7.8			0.7			0.9		—		9.4
Actual return on plan assets:
Assets held at the reporting date	1.1			(0.2		)	0.1		0.3		1.3
Assets sold during the period	0.3			0.1			—		—		0.4
Purchases, sales and settlements	(1.7		)	(0.3		)	—		6.1		4.1
Ending balance, December 31, 2013	$	7.5		$	0.3		$	1.0	$	6.4	$	15.2

Benefit Obligation, Plan Assets, and Funded Status

The status of the funded defined benefit pension plan and the unfunded accumulated post-retirement benefit plans at December 31, 2013 and 2012 are shown below (in millions):

	Pension Benefits						Other Post-retirement Benefits
	2013			2012			2013			2012
Change in Benefit Obligation
Benefit obligation at beginning of year	$	189.7		$	173.6		$	10.9		$	11.4
Service cost	2.6			2.4			0.1			0.1
Interest cost	7.6			8.2			0.4			0.5
Plan participants’ contributions	—			—			0.9			1.0
Actuarial (gain) loss	(13.2		)	15.4			3.0			(0.3		)
Benefits paid	(11.1		)	(10.0		)	(1.8		)	(1.8		)
Special or contractual termination benefits	—			0.1			—			—
Curtailment	(0.2		)	—			(0.6		)
Amendments	—			—			—			—
Benefit obligation at end of year	$	175.4		$	189.7		$	12.9		$	10.9
Change in Plan Assets
Fair value of plan assets at beginning of year	142.3			130.8			—			—
Actual return on plan assets	22.1			18.9			—			—
Employer contributions	0.1			2.6			—			—
Benefits paid	(11.1		)	(10.0		)	—			—
Fair value of plan assets at end of year	$	153.4		$	142.3		$	—		$	—
Funded Status and Recognized Liability	$	(22.0	)	$	(47.4	)	$	(12.9	)	$	(10.9	)

Amounts Recognized on the Consolidated Balance Sheets and in Accumulated Other Comprehensive Loss

Amounts recognized on the consolidated balance sheets and in accumulated other comprehensive loss at December 31, 2013 and 2012 were as follows (in millions):

	Pension Benefits						Other Post-retirement Benefits
	2013			2012			2013			2012
Non-current assets	$	3.3		$	1.4		$	—		$	—
Current liabilities	—			—			(0.9		)	(0.8		)
Non-current liabilities	(25.3		)	(48.8		)	(12.0		)	(10.1		)
Total	$	(22.0	)	$	(47.4	)	$	(12.9	)	$	(10.9	)
Net loss (gain) (net of taxes)	$	33.2		$	53.0		$	1.1		$	(1.4	)
Unrecognized prior service credit (net of taxes)	(3.9		)	(4.4		)	—			—
Total	$	29.3		$	48.6		$	1.1		$	(1.4	)

Accumulated Benefit Obligation in Excess of Plan Assets

The information for qualified pension plans with an accumulated benefit obligation in excess of plan assets at December 31, 2013 and 2012 is shown below (in millions):

	2013		2012
Projected benefit obligation	$	167.7	$	181.0
Accumulated benefit obligation	$	166.0	$	178.4
Fair value of plan assets	$	142.4	$	132.2

Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Loss

Components of the net periodic benefit cost and other amounts recognized in other comprehensive loss for the defined benefit pension plans and the post-retirement health care and life insurance benefit plans during 2013, 2012, and 2011, are shown below (in millions):

	Pension Benefits									Other Post-retirement Benefits
	2013			2012			2011			2013			2012			2011
Components of Net Periodic Benefit Cost
Service cost	$	2.6		$	2.4		$	3.4		$	0.1		$	0.1		$	0.2
Interest cost	7.6			8.2			9.3			0.4			0.5			0.7
Expected return on plan assets	(10.9		)	(10.5		)	(11.7		)	—			—			—
Amortization of net loss (gain)	7.7			7.9			4.8			(0.2		)	(0.2		)	—
Amortization of prior service cost (credit)	(0.8		)	(0.8		)	0.6			—			—			—
Curtailment gain	—			—			—			(0.5		)	—			—
Recognition of loss on special termination benefit	—			0.1			—						—			—
Net periodic benefit cost	6.2			7.3			6.4			(0.2		)	0.4			0.9
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
Net loss (gain)	(24.7		)	7.0			21.0			3.0			(0.4		)	(0.8		)
Amortization of unrecognized (loss) gain	(7.7		)	(7.9		)	(3.0		)	0.2			0.3			—
Prior service credit	—			—			(6.7		)	—			—			—
Amortization of prior service cost (credit)	0.8			0.8			(0.3		)	—			—			—
Total recognized in other comprehensive income	(31.6		)	(0.1		)	11.0			3.2			(0.1		)	(0.8		)
Total recognized in net periodic benefit cost and
other comprehensive income	$	(25.4	)	$	7.2		$	17.4		$	3.0		$	0.3		$	0.1

Weighted Average Assumptions Used to Determine Benefit Information

The weighted average assumptions used to determine benefit information during 2013, 2012, and 2011 were as follows:

	Pension Benefits						Other Post-retirement Benefits
	2013		2012		2011		2013		2012		2011
Weighted Average Assumptions:
Discount rate	4.90	%	4.10	%	4.80	%	4.90	%	4.10	%	4.90	%
Expected return on plan assets	8.00	%	8.25	%	8.25	%	—	%	—	%	—	%
Rate of compensation increase	3.00	%	3.00	%	4.00	%	3.00	%	3.00	%	4.00	%
Initial health care cost trend rate							7.50	%	8.00	%	9.00	%
Ultimate rate							4.50	%	4.50	%	5.00	%
Year ultimate rate is reached							2028		2020		2016

Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates

If the assumed health care cost trend rate were increased or decreased by one percentage point, the accumulated post-retirement benefit obligation, as of December 31, 2013, 2012, and 2011 and the net periodic post-retirement benefit cost for 2013, 2012 and 2011, would have increased or decreased as follows (in millions):

	Other Post-retirement Benefits
	One Percentage Point
	Increase						Decrease
	2013		2012		2011		2013			2012			2011
Effect on total of service and interest cost components	$	—	$	—	$	—	$	—		$	—		$	—
Effect on post-retirement benefit obligation	$	1.2	$	0.6	$	0.5	$	(1.0	)	$	(0.5	)	$	(0.5	)

Estimated Future Benefit Payments for the Next Ten Years

The estimated future benefit payments for the next ten years are as follows (in millions):

	Pension		Non-qualified		Post-retirement
Year	Benefits		Plan Benefits		Benefits
2014	$	10.4	$	0.1	$	0.8
2015	$	10.6	$	0.7	$	0.8
2016	$	10.9	$	3.5	$	0.8
2017	$	11.0	$	0.1	$	0.8
2018	$	11.2	$	1.0	$	0.7
2019-2023	$	60.1	$	0.5	$	2.5

Schedule of Multiemployer Plans

		Pension Protection Act Zone Status	FIP/RP Status	Contribution by Entity		Surcharge Imposed	Expiration Date	Current Plan Year End
	EIN Plan No.	2013	Pending/Implemented	Oct. 1 - Dec. 31, 2013
Fund
Operating Engineers	94-6090764; 001	Red	Yes	$	1.0	No	8/31/14	12/31/13
Laborers National	52-6074345; 001	Red	Yes	—		No	8/31/15	12/31/13
Hawaii Laborers	99-6012128; 001	Green	No	0.1		No	8/1/15	2/28/13
Hawaii Laborers	99-6012128; 001	Green	No	—		No	9/30/14	2/28/13
				$	1.1

XML

Significant Accounting Policies - Components of Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Unrealized components of benefit plans:
Pension plans	$ (29.3)	$ (48.6)	$ (48.7)
Post-retirement plans	(1.1)	1.4	1.4
Non-qualified benefit plans	0.3	0	(0.3)
Accumulated other comprehensive loss	$ (30.1)	$ (47.2)	$ (47.6)

XML

Leases-Company as Lessee (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Leases [Abstract]
Expiration date of existing leasing arrangements	Dec. 31, 2043
Rental expense under operating leases	$ 4.5	$ 3.5	$ 3.4
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2014	4.7
2015	3.0
2016	2.7
2017	2.7
2018	2.5
Thereafter	12.3
Total	$ 27.9

XML

Uncompleted Contracts (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Contractors [Abstract]
Costs incurred on uncompleted contracts	$ 135.8
Estimated earnings	26.6
Subtotal	162.4
Less: billings to date	156.3
Total	6.1
Costs and estimated earnings in excess of billings on uncompleted contracts	10.5	0
Estimated billings in excess of costs and estimated earnings on uncompleted contracts	$ (4.4)	$ 0

XML

Significant Accounting Policies - Estimated Useful Lives of Property (Details)	12 Months Ended
	Dec. 31, 2013
Buildings | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives of property (in years)	10 years
Buildings | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives of property (in years)	40 years
Water, power and sewer systems | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives of property (in years)	5 years
Water, power and sewer systems | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives of property (in years)	50 years
Rock Crushing and Asphalt Plants | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives of property (in years)	25 years
Rock Crushing and Asphalt Plants | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives of property (in years)	35 years
Machinery and equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives of property (in years)	2 years
Machinery and equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives of property (in years)	35 years
Other property improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives of property (in years)	3 years
Other property improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives of property (in years)	35 years

XML

Significant Accounting Policies (Notes)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Significant Accounting Policies

SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The consolidated financial statements include the accounts of the Company and all wholly owned and controlled subsidiaries, after elimination of intercompany amounts. Investments in businesses, partnerships, and limited liability companies in which the Company does not have a controlling financial interest, but has the ability to exercise significant influence, are accounted for under the equity method. A controlling financial interest is one in which the Company has a majority voting interest or one in which the Company is the primary beneficiary of a variable interest entity. In determining whether the Company is the primary beneficiary of a variable interest entity in which it has an interest, the Company is required to make significant judgments with respect to various factors including, but not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance, the rights and ability of other investors to participate in decisions affecting the economic performance of the entity, and kick-out rights, among others. Activities that significantly affect the economic performance of the entities in which the Company has an interest include, but are not limited to, establishing and modifying detailed business, development, marketing and sales plans, approving and modifying the project budget, approving design changes and associated overruns, if any, and approving project financing, among others. The Company has not consolidated any variable interest entity in which the Company does not also have voting control because it has determined that it is not the primary beneficiary since decisions to direct the activities that most significantly impact the entity’s performance are shared by the joint venture partners.

The consolidated financial statements include the results of GP/RM, a supplier in the precast concrete industry, and GLP Asphalt, LLC, an importer and distributor of liquid asphalt, which are owned 51% and 70%, respectively. These entities are consolidated because the Company holds a controlling financial interest through its majority ownership of the voting interests of the entities. The remaining interest in these entities is reported as noncontrolling interest in the consolidated financial statements. Profits, losses, and cash distributions are allocated in accordance with the respective operating agreement.

Use of Estimates:The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported. Estimates and assumptions are used for, but not limited to: (i) asset impairments, including intangible assets and goodwill, (ii) legal and environmental contingencies, (iii) revenue recognition for long-term real estate developments and construction contracts, (iv) pension and postretirement estimates and (v) income taxes. Future results could be materially affected if actual results differ from these estimates and assumptions.

Cash and Cash Equivalents: Cash equivalents consist of highly liquid investments with a maturity of three months or less at the date of purchase. The Company carries these investments at cost, which approximates fair value. Outstanding checks in excess of funds on deposit totaled $2.2 million at December 31, 2012 and are reflected as current liabilities in the consolidated balance sheets. There were no outstanding checks in excess of funds on deposit as of December 31, 2013.

Fair Value of Financial Instruments: The fair values of cash and cash equivalents, receivables and short-term borrowings approximate their carrying values due to the short-term nature of the instruments. The carrying amount and fair value of the Company’s debt at December 31, 2013 was $710.7 million and $723.2 million, respectively, and $235.5 million and $249.0 million at December 31, 2012, respectively. The fair value of debt is calculated by discounting the future cash flows of the debt at rates based on instruments with similar risk, terms and maturities as compared to the Company’s existing debt arrangements (level 2).

Allowance for Doubtful Accounts: Allowances for doubtful accounts are established by management based on estimates of collectability. Estimates of collectability are principally based on an evaluation of the current financial condition the Company’s customers and their payment history, which are regularly monitored by the Company. The changes in the

allowance for doubtful accounts, included on the consolidated balance sheets as an offset to “Accounts receivable,” for the three years ended December 31, 2013 were as follows (in millions):

	Balance at Beginning of year	Provision forbad debt	Write-offs and Other	Balance at End of Year
2013	$1.6	$0.1	$(0.4)	$1.3
2012	$1.7	$0.2	$(0.3)	$1.6
2011	$1.4	$0.9	$(0.6)	$1.7

Operating Cycle: The Company uses the duration of the construction contracts that range from one year to three years as its operating cycle for purposes of classifying assets and liabilities related to contracts. Accounts receivable and contracts retention collectible after one year related to the Natural Materials and Construction segment are included in current assets in the consolidated balance sheets and amounted to $5.7 million as of December 31, 2013. Accounts and contracts payable related to the Natural Materials and Construction segment payable after one year are included in current liabilities in the consolidated balance sheets and amounted to $0.6 million as of December 31, 2013.

Inventories: Sugar inventories are stated at the lower of cost (first-in, first-out basis) or market value. Materials and supplies and Natural Materials and Construction segment inventory are stated at the lower of cost (principally average cost, first-in, first-out basis) or market value.

Inventories at December 31, 2013 and 2012 were as follows (in millions):

	2013		2012
Sugar inventories	$	16.8	$	3.9
Asphalt	17.9		—
Processed rock, portland cement, and sand	12.9		—
Work in progress	2.7		—
Retail merchandise	1.8		—
Parts, materials and supplies inventories	16.0		19.6
Total	$	68.1	$	23.5

Property: Property is stated at cost, net of accumulated depreciation and amortization. Expenditures for major renewals and betterments are capitalized. Replacements, maintenance, and repairs that do not improve or extend asset lives are charged to expense as incurred. Upon acquiring commercial real estate that is deemed a business, the Company records land, buildings, leases above and below market, and other intangible assets based on their fair values. Costs related to due diligence are expensed as incurred.

Depreciation: Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets or the units-of-production method for quarry production-related assets. Estimated useful lives of property are as follows:

Classification	Range of Life (in years)
Buildings	10 to 40
Water, power and sewer systems	5 to 50
Rock crushing and asphalt plants	25 to 35
Machinery and equipment	2 to 35
Other property improvements	3 to 35

Real Estate Developments: Expenditures for real estate developments are capitalized during construction and are classified as real estate developments on the consolidated balance sheets. When construction is substantially complete, the costs are reclassified as either Real Estate Held for Sale or Property, based upon the Company’s intent to either sell the completed asset or to hold it as an investment property, respectively. Cash flows related to real estate developments are classified as either operating or investing activities, based upon the Company’s intention to sell the property or to retain ownership of the property as an investment following completion of construction.

For development projects, capitalized costs are allocated using the direct method for expenditures that are specifically associated with the unit being sold and the relative-sales-value method for expenditures that benefit the entire project. Capitalized development costs typically include costs related to land acquisition, grading, roads, water and sewage systems, landscaping, capitalized interest, and project amenities. Direct overhead costs incurred after the development project is substantially complete, such as utilities, maintenance, and real estate taxes, are charged to selling, general, and administrative expense as incurred. All indirect overhead costs are charged to selling, general, and administrative costs as incurred.

Capitalized Interest: Interest costs incurred in connection with significant expenditures for real estate developments, the construction of assets, or investments in real estate joint ventures are capitalized during the period in which activities necessary to get the asset ready for its intended use are in progress. Capitalization of interest is discontinued when the asset is substantially complete and ready for its intended use. Capitalization of interest on investments in real estate joint ventures is recorded until the underlying investee commences its principal operations, which is typically when the investee has other-than-ancillary revenue generation. Total interest cost incurred was $20.8 million, $16.8 million, and $17.6 million in 2013, 2012, and 2011, respectively. Capitalized interest in 2013 and 2012 was $1.8 million and $2.0 million, respectively, and was principally related to the Company's investment in Waihonua and the Company’s Maui Business Park II project. Capitalized interest in 2011 was not material.

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets: Long-lived assets, including finite-lived intangible assets, are reviewed for possible impairment when events or circumstances indicate that the carrying value may not be recoverable. In such an evaluation, the estimated future undiscounted cash flows generated by the asset are compared with the amount recorded for the asset to determine if its carrying value is not recoverable. If this review determines that the recorded value will not be recovered, the amount recorded for the asset is reduced to estimated fair value. These asset impairment analyses are highly subjective because they require management to make assumptions and apply considerable judgments to, among others, estimates of the timing and amount of future cash flows, expected useful lives of the assets, uncertainty about future events, including changes in economic conditions, changes in operating performance, changes in the use of the assets, and ongoing costs of maintenance and improvements of the assets, and thus, the accounting estimates may change from period to period. If management uses different assumptions or if different conditions occur in future periods, the Company’s financial condition or its future operating results could be materially impacted.

During the second quarter of 2012, as a result of a change in its development strategy as part of the Separation, A&B recorded a $5.1 million non-cash impairment related to its Santa Barbara (CA) landholdings. The impairment loss recorded to reduce the carrying amount to the estimated fair value reflects the change to the Company’s development strategy, following Separation, to focus on development projects in Hawaii, and therefore, its related decision not to proceed with the development of Santa Barbara landholdings in the near term. The impairment of the Santa Barbara landholdings are classified within Operating costs and expenses in the consolidated statements of income. No material impairment charges were recorded in 2013 or 2011.

Impairment of Investments: The Company’s investments in unconsolidated affiliates are reviewed for impairment whenever there is evidence that fair value may be below carrying cost. An investment is written down to fair value if fair value is below carrying cost and the impairment is other-than-temporary. In evaluating the fair value of an investment and whether any identified impairment is other-than-temporary, significant estimates and considerable judgments are involved. These estimates and judgments are based, in part, on the Company’s current and future evaluation of economic conditions in general, as well as a joint venture’s current and future plans. Additionally, these impairment calculations are highly subjective because they also require management to make assumptions and apply judgments to estimates regarding the timing and amount of future cash flows, probabilities related to various cash flow scenarios, and appropriate discount rates based on the perceived risks, among others. In evaluating whether an impairment is other-than-temporary, the Company considers all available information, including the length of time and extent of the impairment, the financial condition and near-term prospects of the affiliate, the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value, and projected industry and economic trends, among others. Changes in these and other assumptions could affect the projected operational results and fair value of the unconsolidated affiliates, and accordingly, may require valuation adjustments to the Company’s investments that may materially impact the Company’s financial condition or its future operating results. For example, if current market conditions deteriorate significantly or a joint venture’s plans change materially, impairment charges may be required in future periods, and those charges could be material.

In September 2013, the Company entered into an Amended and Restated Limited Liability Company Agreement of Kukui'ula Village ("Agreement") with DMB Kukui'ula Village LLC ("DMB"). Under the Agreement, the Company assumed financial and operational control of Kukui'ula Village LLC ("Village") and consolidated the assets and liabilities of Village at fair value, resulting in a $6.3 million write down of its investment in the joint venture. During the second quarter of 2012, as a result of a change in its development strategy as part of the Separation, A&B recorded an impairment loss and equity losses totaling $4.7 million related to its joint venture investment in Bakersfield (CA) for a commercial development. The recognition of the impairment loss reduced the carrying amount of the investment to its estimated fair value and reflected the change in the Company’s development strategy to focus on development projects in Hawaii, and therefore, its related decision not to proceed with the development of California real estate assets in the near term. In 2011, A&B recorded a $6.4 million reduction in the carrying value of its investment in Waiawa, a residential joint venture on Oahu, due to the joint venture’s termination of its development plans. The impairment loss and equity losses of the Company’s investments are classified as Impairment and equity losses related to joint ventures in the consolidated statements of income.

Weakness in particular real estate markets, difficulty in obtaining or renewing project-level financing or development approvals, and changes in the Company’s development strategy, among other factors, may affect the value or feasibility of certain development projects owned by the Company or by its joint ventures and could lead to additional impairment charges in the future.

Intangible Assets: Intangibles are recorded on the consolidated balance sheets as other non-current assets and are related to the acquisition of commercial properties and the acquisition of Grace on October 1, 2013. Intangible assets include permitted rights to operate a quarry (remaining life of 19.0 years), values assigned to lease contracts in-place (remaining lives ranging from 1.0 - 48.0 years), property leases with favorable terms where the estimated market rents exceeds the Company's contractual lease rent payments (remaining lives of 1.0 - 25.0 years), and contract backlog (remaining life of 2.5 years).

Intangible assets for the years ended December 31 included the following (in millions):

	2013					2012
			Accumulated					Accumulated
	Cost		Amortization			Cost		Amortization
Amortized intangible assets:
In-place leases	$	59.6	$	(18.6	)	$	18.7	$	(11.8	)
Permitted quarry rights	18.0		(0.1		)	—		—
Other	22.3		(7.1		)	6.1		(4.7		)
Total assets	$	99.9	$	(25.8	)	$	24.8	$	(16.5	)

Aggregate intangible asset amortization was $9.3 million, $3.3 million, and $4.4 million for 2013, 2012, and 2011, respectively. Estimated amortization expenses related to intangibles over the next five years are as follows (in millions):

	Estimated Amortization
2014	$11.5
2015	$8.1
2016	$6.6
2017	$5.4
2018	$4.8

Goodwill: The Company recorded $90.3 million of goodwill in connection with the acquisition of Grace on October 1, 2013. Additionally, the Company recorded $9.3 million of goodwill in the Real Estate Leasing reporting unit in connection with the consolidation of The Shops at Kukui'ula. The Grace and The Shops at Kukui'ula goodwill is not expected to be deductible for tax purposes and the assignment of goodwill from the Grace acquisition to reporting units has not yet been completed. The Company reviews goodwill for potential impairment on an annual basis and whenever changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 were as follows (in millions):

	Goodwill
Balance, January 1, 2012	$	—
Additions	—
Balance, December 31, 2012	—
Goodwill acquired during the year	99.6
Balance, December 31, 2013	$	99.6

Revenue Recognition: The Company has a wide variety of revenue sources, including, property sales, commercial property rentals, natural material sales, construction contracting, and the sales of raw sugar and molasses. Before recognizing revenue, the Company assesses the underlying terms of the transaction to ensure that recognition meets the requirements of relevant accounting standards. In general, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of the service or product has occurred, the sales price is fixed or determinable, and collectability is reasonably assured.

Real Estate Sales Revenue Recognition: Real Estate Sales Revenue represents proceeds from the sale of a variety of real estate development inventory (which is classified as held for sale upon completion). Real estate development inventory held for sale may include industrial lots, residential lots, condominium units, single-family homes, and multi-family homes. Sales are recorded when the risks and rewards of ownership have passed to the buyers (generally on closing dates), adequate initial and continuing investments have been received, and collection of remaining balances, if any, is reasonably assured. For certain development projects that have continuing post-closing involvement and for which total revenue and capital costs are reasonably estimable, the Company uses the percentage-of-completion method for revenue recognition. Under this method, the amount of revenue recognized is based on development costs that have been incurred through the reporting period as a percentage of total expected development cost associated with the development project. This generally results in a stabilized gross margin percentage, but requires significant judgment and estimates.

Real Estate Leasing Revenue Recognition: Real estate leasing revenue is recognized on a straight-line basis over the terms of the related leases, including periods for which no rent is due (typically referred to as “rent holidays”). Differences between revenues recognized and amounts due under respective lease agreements are recorded as increases or decreases, as applicable, to deferred rent receivable. Also included in rental revenue are certain tenant reimbursements and percentage rents determined in accordance with the terms of the leases. Income arising from tenant rents that are contingent upon the sales of the tenant exceeding a defined threshold are recognized only after the contingency has been resolved (e.g., sales thresholds have been achieved).

Construction Contracts and Related Products Revenue Recognition: Grace generates revenue primarily from natural material sales and paving contracts. The recognition of revenue is based on the underlying terms of the transaction.

Natural Materials - Revenues from natural material sales, which include basalt aggregate, liquid asphalt, and imported sand and aggregates, are recognized when title to the product and risk of loss passes to third parties (generally this occurs when the product is picked up by customers or their agents) and when collection is reasonably assured.

Construction - A majority of paving contracts are performed for Hawaii state, federal, and county governments. Earnings on paving contracts are generally recognized using the percentage-of-completion method with progress toward completion measured on the basis of units (tons, cubic yards, square yards or square feet) of work completed as of a specific date to an estimate of the total units of work to be delivered under each contract. Grace uses this method as its management considers units of work completed to be the best available measure of progress on contracts. Contracts in progress are reviewed regularly, and sales and earnings may be adjusted based on revisions to assumption and estimates, including, but not limited to, revisions to job performance, job conditions, changes to the scope of work, estimated contract costs, progress toward completion, changes in internal and external factors or conditions and final contract settlement. Contract costs include all direct material, labor, equipment utilization, hired truckers, traffic control, bonds and subcontract costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, field office rentals, utilities, certain repair costs and other expenses attributable to the contracts. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses become evident.

Sugar and Molasses Revenue Recognition: Revenue from sugar sales is recorded when title to the product and risk of loss passes to third parties (generally this occurs when the product is shipped or delivered to customers) and when collection is reasonably assured.

Agricultural Costs: Costs of growing and harvesting sugar cane are charged to the cost of inventory in the year incurred and to cost of sales as sugar is sold.

Discontinued Operations: The sales of certain income-producing assets are classified as discontinued operations if the operations and cash flows of the assets clearly can be distinguished from the remaining assets of the Company, if cash flows for the assets have been, or will be, eliminated from the ongoing operations of the Company, if the Company will not have a significant continuing involvement in the operations of the assets sold, and if the amount is considered material. Certain assets that are “held-for-sale,” based on the likelihood and intention of selling the property within 12 months, are also treated as discontinued operations. Upon reclassification, depreciation ceases on assets reclassified as “held-for-sale.” Sales of land not under lease and residential houses and lots are generally considered inventory and are not included in discontinued operations.

Employee Benefit Plans: The Company provides a wide range of benefits to existing employees and retired employees, including single-employer defined benefit plans, postretirement, defined contribution plans, post-employment and health care benefits. The Company records amounts relating to these plans based on various actuarial assumptions, including discount rates, assumed rates of return, compensation increases, turnover rates and health care cost trend rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current economic conditions and trends. The Company believes that the assumptions utilized in recording obligations under the Company’s plans, which are presented in Note 12, “Employee Benefit Plans,” are reasonable based on its experience and on advice from its independent actuaries; however, differences in actual experience or changes in the assumptions may materially affect the Company’s financial position or results of operations.

Share-Based Compensation: The Company records compensation expense for all share-based payment awards made to employees and directors. The Company’s various equity plans are more fully described in Note 14.

Earnings Per Share (“EPS”): The following table provides a reconciliation of income from continuing operations to income from continuing operations attributable to A&B (in millions):

	2013			2012		2011
Income from continuing operations	$	15.1		$	7.7	$	0.2
Noncontrolling interest	(0.5		)	—		—
Income from continuing operations attributable to A&B	$	14.6		$	7.7	$	0.2

The computation of basic and diluted earnings per common share for all periods prior to Separation is calculated using the number of shares of A&B common stock outstanding on July 2, 2012, the first day of trading following the June 29, 2012 distribution of A&B common stock to Holdings shareholders, as if those shares were outstanding for those periods. For all periods prior to Separation, there were no dilutive shares because no actual A&B shares or share-based awards were outstanding prior to the Separation.

The number of shares used to compute basic and diluted earnings per share is as follows (in millions):

	2013	2012	2011
Denominator for basic EPS - weighted average shares outstanding	44.4	42.6	42.4
Effect of dilutive securities:
Outstanding stock options and restricted stock units	0.7	0.3	—
Denominator for diluted EPS - weighted average shares outstanding	45.1	42.9	42.4

Basic earnings per share is computed based on the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed based on the weighted-average number of common shares outstanding adjusted by the number of additional shares, if any, that would have been outstanding had the potentially dilutive common shares been issued. Potentially dilutive shares of common stock include non-qualified stock options and restricted stock units.

During the years ended December 31, 2013 and 2012, there were no anti-dilutive securities outstanding. During the year ended December 31, 2011, there were no non-qualified stock options outstanding.

On January 27, 2014, the Company granted to employees, 53,118 shares of time-based restricted stock units, and 53,118 shares of performance share units. The time-based restricted stock units vests ratably over three years and the performance share units cliff vests over two years, provided that the minimum level of the two-year performance objective is achieved.

Income Taxes: The Company was included in the consolidated tax return of Matson, Inc. (formerly Alexander & Baldwin Holdings, Inc.) for results occurring prior to June 30, 2012. Subsequent to June 30, 2012, the Company reported as a separate taxpayer. The current and deferred income tax expense recorded prior to June 30, 2012 in the consolidated financial statements has been determined by applying the provisions of ASC 740 as if the Company were a separate taxpayer.

The Company makes certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are applied in the calculation of tax credits, tax benefits and deductions, and in the calculation of certain deferred tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and deferred tax liabilities are adjusted to the extent necessary to reflect tax rates expected to be in effect when the temporary differences reverse. Adjustments may be required to deferred tax assets and deferred tax liabilities due to changes in tax laws and audit adjustments by tax authorities. To the extent adjustments are required in any given period, the adjustments would be included within the tax provision in the consolidated statements of income or balance sheets. The Company records a liability for uncertain tax positions not deemed to meet the more-likely-than-not threshold. The Company did not have material uncertain tax positions as of December 31, 2013 and 2012.

The Company has not recorded a valuation allowance for its deferred tax assets. A valuation allowance would be established if, based on the weight of available evidence, management believes that it is more likely than not that some portion or all of a recorded deferred tax asset would not be realized in future periods.

Comprehensive Income: Comprehensive income includes all changes in equity, except those resulting from transactions with shareholders. Accumulated other comprehensive loss principally includes amortization of deferred pension and postretirement costs. The components of accumulated other comprehensive loss, net of taxes, were as follows for the years ended December 31 (in millions):

	2013			2012			2011
Unrealized components of benefit plans:
Pension plans	$	(29.3	)	$	(48.6	)	$	(48.7	)
Post-retirement plans	(1.1		)	1.4			1.4
Non-qualified benefit plans	0.3			—			(0.3		)
Accumulated other comprehensive loss	$	(30.1	)	$	(47.2	)	$	(47.6	)

Environmental Costs: Environmental exposures are recorded as a liability and charged to operations when an environmental liability has been incurred and can be reasonably estimated. If the aggregate amount of the liability and the amount and timing of cash payments for the liability are fixed or reliably determinable, the environmental liability is discounted. An environmental liability has been incurred when both of the following conditions have been met: (i) litigation has commenced or a claim or an assessment has been asserted, or, based on available information, commencement of litigation or assertion of a claim or an assessment is probable, and (ii) based on available information, it is probable that the outcome of such litigation, claim, or assessment will be unfavorable. If a range of probable loss is determined, the Company will record the obligation at the low end of the range unless another amount in the range better reflects the expected loss. Certain costs, however, are capitalized in Property when the obligation is recorded, if the cost (1) extends the life, increases the capacity or improves the safety and efficiency of property owned by the Company, (2) mitigates or prevents environmental contamination that has yet to occur and that otherwise may result from future operations or activities, or (3) is incurred or discovered in preparing for sale property that is classified as “held-for-sale.” The amounts of capitalized environmental costs were not material at December 31, 2013 or 2012.

Self-Insured Liabilities: The Company is self-insured for certain losses that include, but are not limited to, employee health, workers’ compensation, general liability, real and personal property, and real estate construction warranty and defect claims. When feasible, the Company obtains third-party insurance coverage to limit its exposure to these claims. When estimating its self-insured liabilities, the Company considers a number of factors, including historical claims experience, demographic factors, and valuations provided by independent third-parties.

Impact of Recently Issued Accounting Standards: In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). This update requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, ASU 2013-02 requires presentation, either on the face of the income statement or in the notes, of significant amounts reclassified out of accumulated other comprehensive income by respective line items of net income, but only if the amounts reclassified are required to be reclassified in their entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about these amounts. The amendments in ASU 2013-02 are to be applied prospectively and are effective for fiscal years and interim periods within those years, beginning after December 15, 2012. The Company adopted the standard effective January 1, 2013. The adoption of ASU 2013-02 changed the presentation of the Company’s financial statements and related footnotes, but did not affect the calculation of net income, comprehensive income or earnings per share.

XML

Property (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Property - gross	$ 1,647.8	$ 1,233.5
Accumulated depreciation	(374.1)	(394.8)
Property - net	1,273.7	838.7
Buildings
Property, Plant and Equipment [Line Items]
Property - gross	560.0	553.5
Land
Property, Plant and Equipment [Line Items]
Property - gross	572.7	254.8
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property - gross	230.9	200.2
Asphalt plants
Property, Plant and Equipment [Line Items]
Property - gross	48.0	0
Water, power and sewer systems
Property, Plant and Equipment [Line Items]
Property - gross	138.8	134.9
Other property improvements
Property, Plant and Equipment [Line Items]
Property - gross	90.2	83.0
Vessel
Property, Plant and Equipment [Line Items]
Property - gross	$ 7.2	$ 7.1

XML

Background and Basis of Presentation (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended				0 Months Ended
	Dec. 31, 2013 Segment	Dec. 31, 2012	Dec. 31, 2013 Real Estate Segment	Dec. 31, 2013 Agribusiness Segment	Oct. 02, 2013 Natural Materials and Construction Grace Pacific Corporation Segment	Dec. 31, 2012 Scenario, Adjustment
Segment Reporting Information [Line Items]
Number of shares of AB common stock received		1
Number of operating segments	4		2	1	1
Number of industries	3
Intangible assets - net	$ 74.1	$ 8.3				$ 8.3
Other assets	$ 75.9	$ 63.0				$ (8.3)

XML

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

The Company also recognized Agribusiness operating revenue for equipment and repair services provided to Holdings, and was reimbursed at cost for various other services provided to Holdings.

	2013		2012			2011
Vessel management services expenses	$	—	$	(2.0	)	$	(4.0	)
Lease income from affiliate	—		2.1			4.4
Equipment and repair services income and other	—		1.4			2.7
Related party revenue, net	$	—	$	1.5		$	3.1

XML

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2013

Business Acquisition [Line Items]

Unaudited Pro Forma Results

The unaudited pro forma combined historical results, as if the portfolio had been acquired at the beginning of 2012 are as follows (in millions):

	Year Ended December 31,
	2013		2012
Operating revenue	$	391.0	$	285.5
Income from continuing operations, after tax	$	23.3	$	14.2

The unaudited pro forma combined historical results (using audited Grace results for its fiscal years ended September 30, 2013 and 2012), as if Grace had been acquired at the beginning of 2012 are as follows (in millions):

	Year Ended December 31,
	2013		2012
Operating revenue	$	539.1	$	454.1
Income from continuing operations, after tax	$	31.7	$	14.8

Grace Pacific Corporation

Business Acquisition [Line Items]

Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The preliminary allocation of purchase price to assets acquired and liabilities assumed is as follows (in millions):

Cash consideration	$	35.3
Common stock issued as consideration	196.3
Noncontrolling interest	9.1
Fair value of consideration transferred	240.7
Fair value of assets acquired and liabilities assumed
Assets acquired:
Cash and cash equivalents	5.7
Accounts receivable	37.1
Contracts retention	9.6
Costs and estimated earnings in excess of billings on uncompleted contracts	11.7
Inventories	42.0
Property, plant and equipment	148.6
Mineral rights	18.0
Intangible assets	5.8
All other, net	10.4
Total assets acquired	288.9
Liabilities assumed:
Accounts payable and accrued liabilities	26.3
Billings in excess of cost and estimated earnings on uncompleted contracts	7.5
Deferred tax liability, long-term	27.1
Long-term debt, including current portion	72.7
All other, net	4.9
Total liabilities assumed	138.5
Excess of purchase price over net assets acquired	$	90.3

Kailua Portfolio Acquisition

Business Acquisition [Line Items]

Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The preliminary allocation of purchase price to assets acquired and liabilities assumed is as follows (in millions):

Fair value of assets acquired and liabilities assumed
Assets acquired:
Property, plant and equipment	$	367.7
Intangible assets	30.4
Total assets acquired	398.1
Liabilities assumed:
Intangible liabilities	26.0
Liabilities assumed	11.4
Total liabilities assumed	37.4
Net assets acquired	$	360.7

Waianae Mall, Napili Plaza, Pearl Highlands Center, and The Shops at Kukui'ula

Business Acquisition [Line Items]

Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The preliminary allocation of purchase price to assets acquired and liabilities assumed is as follows (in millions):

Fair value of assets acquired and liabilities assumed
Assets acquired:
Property, plant and equipment	$	224.2
Intangible assets	20.9
Goodwill	9.3
Total assets acquired	254.4
Liabilities assumed:
Intangible liabilities	8.3
Liabilities assumed	134.2
Total liabilities assumed	142.5
Net assets acquired	$	111.9

XML

Related Party Transactions (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Related Party Transaction [Line Items]
Contribution from former related party			$ 154.5	$ 22.1
Affiliated Entity
Related Party Transaction [Line Items]
Vessel management services expenses		0	(2.0)	(4.0)
Lease income from affiliate		0	2.1	4.4
Equipment and repair services income and other		0	1.4	2.7
Related party revenue, net	7.9	0	1.5	3.1
Receivables from affiliates	$ 3.3	$ 3.3

XML

Significant Accounting Policies (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended							12 Months Ended			12 Months Ended					0 Months Ended						12 Months Ended		3 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Carrying Amount	Dec. 31, 2012 Carrying Amount	Dec. 31, 2013 Fair Value	Dec. 31, 2012 Fair Value	Dec. 31, 2011 Stock Options	Dec. 31, 2013 GPRM Prestress, LLC	Dec. 31, 2013 GLP Alphalt, LLC	Dec. 31, 2013 Minimum	Dec. 31, 2013 Maximum	Dec. 31, 2013 Natural Materials and Construction	Oct. 02, 2013 Grace Pacific Corporation	Sep. 30, 2013 Kukui'ula Village LLC	Oct. 02, 2013 Permitted quarry rights Grace Pacific Corporation	Oct. 02, 2013 In-place leases Grace Pacific Corporation Minimum	Oct. 02, 2013 In-place leases Grace Pacific Corporation Maximum	Oct. 02, 2013 Above Market Leases Grace Pacific Corporation Minimum	Oct. 02, 2013 Above Market Leases Grace Pacific Corporation Maximum	Oct. 02, 2013 Order or Production Backlog Grace Pacific Corporation	Dec. 31, 2013 Performance Shares	Dec. 31, 2013 Time Based Restricted Stock Units	Jun. 30, 2012 Bakersfield (CA) joint venture	Dec. 31, 2012 Bakersfield (CA) joint venture	Sep. 30, 2013 Kukui'ula Village LLC	Dec. 31, 2011 Waiawa joint venture
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Noncontrolling controlling interest percentage in subsidiaries									51.00%	70.00%
Bank overdrafts		$ 2.2
Fair value of recorded loan				710.7	235.5	723.2	249.0
Terms of construction contracts (in years)											1 year	3 years
Accounts receivable and contracts retention													5.7
Accounts and contracts payable													0.6
Total interest cost incurred	20.8	16.8	17.6
Capitalized interest	1.8	2.0
Impairment of real estate assets	0	5.1	0
Impairment and equity losses	6.6	4.7	0																					4.7	4.7	6.3	6.4
Estimated useful lives of intangible assets (in years)																19 years	1 year	48 years	1 year	25 years	2 years 6 months
Aggregate intangible asset amortization	9.3	3.3	4.4
Goodwill	$ 99.6	$ 0	$ 0											$ 90.3	$ 9.3
Securities excluded from the computation of weighted average dilutive shares outstanding	0	0						0
Stock options granted (in shares)																						53,118	53,118
Vesting period																						2 years	3 years
Performance period																						2 years

XML

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

Summary of revenue, operating profit, income tax expense and after-tax effects of these transactions

The revenue, operating profit, income tax expense and after-tax effects of these transactions for 2013, 2012, and 2011 were as follows (in millions):

	2013		2012		2011
Proceeds from the sale of income-producing properties	$	337.6	$	8.9	$	45.5
Real estate leasing revenue	31.6		36.4		36.4
Gain on sale of income-producing properties, net	$	22.1	$	4.0	$	22.5
Real estate leasing operating profit	14.6		17.1		16.3
Total operating profit before taxes	36.7		21.1		38.8
Income tax expense	14.4		8.3		15.5
Income from discontinued operations	$	22.3	$	12.8	$	23.3
Basic Earnings Per Share	$	0.50	$	0.30	$	0.55
Diluted Earnings Per Share	$	0.50	$	0.30	$	0.55

XML

Investments in Affiliates (Tables)

12 Months Ended

Dec. 31, 2013

Equity Method Investments and Joint Ventures [Abstract]

Summary of Financial Information for Equity Method Investments

A summary of financial information for the Company’s equity method investments at December 31 is as follows (in millions):

	2013		2012
Current assets	$	43.5	$	23.7
Noncurrent assets	673.2		600.9
Total assets	$	716.7	$	624.6
Current liabilities	$	44.2	$	9.3
Noncurrent liabilities	107.9		120.2
Total liabilities	$	152.1	$	129.5

	Year Ended December 31,
	2013		2012			2011
Operating revenue	$	37.8	$	29.8		$	20.1
Operating costs and expenses	31.1		32.5			32.5
Operating (loss) income	$	6.7	$	(2.7	)	$	(12.4	)
Income (loss) from continuing operations	$	6.8	$	(11.5	)	$	(15.1	)
Net income (loss)	$	6.8	$	(11.5	)	$	(15.1	)

Assets Measured at Fair Value on a Nonrecurring Basis

The Company’s assets measured at fair value on a nonrecurring basis were as follows (in millions):

	Total Fair Value Measurement as of Year End		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Un-observable Inputs (Level 3)		Total Loss for the Year
Year Ended December 31, 2013
The Shops at Kukui'ula Investment	$	—	$	—	$	—	$	6.3	$	6.3
Year Ended December 31, 2012:
Santa Barbara landholdings	$	5.9	$	—	$	—	$	5.9	$	5.1
Bakersfield (CA) joint venture*	7.0		—		—		7.0		4.7
Total	$	12.9	$	—	$	—	$	12.9	$	9.8
Year Ended December 31, 2011:
Waiawa joint venture	$	1.6	$	—	$	—	$	1.6	$	6.4

* The Total Loss for the Year includes equity in losses of $3.9 million related to the write down of landholdings owned by the joint venture.

XML

Background and Basis of Presentation (Notes)

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Background and Basis of Presentation

BACKGROUND AND BASIS OF PRESENTATION  

Description of Business: Prior to June 29, 2012, A&B’s businesses included Matson Navigation Company Inc., a wholly owned subsidiary that provided ocean transportation, truck brokerage and intermodal services. As part of a strategic initiative designed to allow A&B to independently execute its strategies and to best enhance and maximize its growth prospects and shareholder value, A&B made a decision to separate the transportation businesses from the Hawaii real estate and agriculture businesses. In preparation for the separation, A&B modified its legal-entity structure and became a wholly owned subsidiary of a newly created entity, Alexander & Baldwin Holdings, Inc. (“Holdings”). On June 29, 2012, Holdings distributed to its shareholders all of the common stock of A&B stock in a tax-free distribution (the “Separation”). Holders of Holdings common stock continued to own the transportation businesses, but also received one share of A&B common stock for each share of Holdings common stock held at the close of business on June 18, 2012, the record date. Following the Separation, Holdings changed its name to Matson, Inc. On July 2, 2012, A&B began regular trading on the New York Stock Exchange under the ticker symbol “ALEX” as an independent, public company.

The financial statements and related financial information pertaining to the period preceding the Separation have been presented on a combined basis and reflect the financial position, results of operations and cash flows of the real estate and agriculture businesses and corporate functions of Alexander & Baldwin, Inc., all of which were under common ownership and common management prior to the Separation. The financial statements and related financial information pertaining to the period subsequent to the Separation have been presented on a consolidated basis. The financial statements for periods prior to the Separation included herein may not necessarily reflect what A&B’s results of operations, financial position and cash flows would have been had A&B been a stand-alone company during the periods presented.

A&B is headquartered in Honolulu and, with the acquisition of Grace Pacific ("Grace") on October 1, 2013, operates four segments in three industries—Real Estate, Natural Materials and Construction and Agribusiness.

Real Estate: The Real Estate Industry consists of two segments, both of which have operations in Hawaii and on the Mainland. The Real Estate Development and Sales segment generates its revenues through the investment in and development and sale of land and commercial and residential properties. The Real Estate Leasing segment owns, operates, and manages retail, office, and industrial properties in Hawaii and on the Mainland. The Real Estate Leasing segment also leases land in Hawaii. Real estate activities are conducted through A&B Properties, Inc. and various other wholly owned subsidiaries of A&B.

Agribusiness: Agribusiness, which contains one segment, produces bulk raw sugar, specialty food grade sugars, and molasses; markets and distributes specialty food-grade sugars; provides general trucking services, mobile equipment maintenance, and repair services in Hawaii; leases agricultural land to third parties; and generates and sells electricity, to the extent not used in the Company’s Agribusiness operations. A&B is the member in Hawaiian Sugar & Transportation Cooperative (“HS&TC”), a cooperative that provides raw sugar marketing and transportation services.

Natural Materials and Construction: On October 1, 2013, the Company consummated its acquisition of Grace, a Hawaii-based natural materials and infrastructure construction company. Natural Materials and Construction, which contains one segment and includes the results of Grace from the date of acquisition, mines, processes, and sells basalt aggregate; imports sand and aggregates for sale and use; imports and markets liquid asphalt; manufactures and markets asphaltic concrete; performs asphalt paving as prime contractor and subcontractor; manufactures and supplies precast/prestressed concrete products; and provides various construction- and traffic-control- related products and services.

Reclassifications: Certain amounts reflected in the consolidated balance sheets as of December 31, 2012 have been reclassified to conform to the presentation as of December 31, 2013. Intangible assets of $8.3 million, as of December 31, 2012, was reclassified from Other assets to Intangible assets to conform to the presentation used in 2013. Additionally, the Company reclassified certain prior year amounts in the Consolidated Statements of Cash Flows, as discussed below, to improve the transparency of its cash flows. Net cash provided by (used in) operations, net cash used in investing activities and net cash provided by financing activities did not change as a result of the reclassifications.

The Company's presentation of 1031 activities in the consolidated statements of cash flows was previously treated as a non-cash investing activity, but are now reflected as additional items within cash flows from investing activities.

Rounding: Amounts in the consolidated financial statement and Notes are rounded to the nearest tenth of a million, but per-share calculations were determined based on amounts before rounding. Accordingly, a recalculation of some per-share amounts and percentages, if based on the reported data, may be slightly different.

XML

Uncompleted Contracts (Tables)

12 Months Ended

Dec. 31, 2013

Contractors [Abstract]

Information Related to Uncompleted Contracts

Information related to uncompleted contracts as of December 31, 2013 is as follows:

	2013
Costs incurred on uncompleted contracts	$	135.8
Estimated earnings	26.6
Subtotal	162.4
Less: billings to date	156.3
Total	$	6.1
Included in accompanying balance sheet under the following captions:
Costs and estimated earnings in excess of billings on uncompleted contracts	$	10.5
Estimated billings in excess of costs and estimated earnings on uncompleted contracts	(4.4		)
Total	$	6.1

XML

Income Taxes (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Sep. 30, 2013 Scenario, Adjustment
Net tax benefit from share-based transactions	$ 1.6	$ 4.3
Reclassified to other non-current liabilities	188.7	152.9	(7.6)
Reclassification from deferred income taxes, noncurrent	60.7	21.5	7.6
Unrecognized tax benefit, liability due to tax sharing agreement	$ 0

XML

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments, Guarantees and Contingencies

Commitments and financial arrangements not recorded on the Company's consolidated balance sheet, excluding lease commitments that are disclosed in Note 10, included the following as of December 31, 2013 (in millions):

Standby letters of credit	(a)	$	11.4
Bonds	(b)	$	404.1

(a) Consists of standby letters of credit, issued by the Company’s lenders under the Company’s revolving credit facilities, and relate primarily to the Company’s real estate activities. In the event the letters of credit are drawn upon, the Company would be obligated to reimburse the issuer of the letter of credit. None of the letters of credit has been drawn upon to date, and the Company believes it is unlikely that any of these letters of credit will be drawn upon.

(b) Represents bonds related to construction and real estate activities in Hawaii. Approximately $380.5 million is related to construction bonds issued by third party sureties (bid, performance, and payment bonds) and the remainder is related to commercial bonds issued by third party sureties (permit, subdivision, license, and notary bonds). In the event the bonds are drawn upon, the Company would be obligated to reimburse the surety that issued the bond. None of the bonds has been drawn upon to date, and the Company believes it is unlikely that any of these bonds will be drawn upon.

XML

Acquisitions - Grace Acquisition (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended				12 Months Ended			0 Months Ended	3 Months Ended	12 Months Ended		3 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Oct. 02, 2013 Grace Pacific Corporation D	Dec. 31, 2013 Grace Pacific Corporation	Dec. 31, 2013 Grace Pacific Corporation	Dec. 31, 2012 Grace Pacific Corporation	Dec. 31, 2013 Fair Value Adjustment to Purchase Price Grace Pacific Corporation
Business Acquisition [Line Items]
Percentage of voting interest acquired								100.00%
Fair value of consideration transferred								$ 231.6
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Cash consideration								35.25
Common stock issued as consideration								196.3
Noncontrolling interest								9.1
Fair value of consideration transferred								240.7
Cash and cash equivalents								5.7
Accounts receivable								37.1
Contracts retention								9.6
Costs and estimated earnings in excess of billings on uncompleted contracts								11.7
Inventories								42.0
Property, plant and equipment								148.6
Mineral rights								18.0
Intangible assets								5.8
All other, net								10.4
Total assets acquired								288.9
Accounts payable and accrued liabilities								26.3
Billings in excess of cost and estimated earnings on uncompleted contracts								7.5
Deferred tax liability, long-term								27.1
Long-term debt, including current portion								72.7
All other, net								4.9
Total liabilities assumed								138.5
Excess of purchase price over net assets acquired	99.6				99.6	0	0	90.3
Business Acquisition, Pro Forma Information [Abstract]
Operating revenue										539.1	454.1	(0.1)
Income from continuing operations, after tax										31.7	14.8	(1.7)
Number of shares transferred in business combination								5.4
Net of debt assumed in business combination								67.6
Equity interest issued and issuable calculation basis								199.75
Business combination percent of common stock to transfer								85.00%
Weighted average of trading prices of common stock								$ 36.7859
Number of consecutive trading days								20
Holdback amount of cash portion of the acquisition price								23.5
Cash payment to shareholders' representative to cover for transaction costs								1
Acquisition related costs	0.1	2.0	1.5	1.0	4.6	6.8	0			4.6
Net earnings (loss) since acquisition									1.7
Earnings (loss) attributed to noncontrolling interest since acquisition									0.5
Construction and natural materials revenue since acquisition									54.9
Adjustments excluded from pro forma results										$ 6.9

XML

Employee Benefit Plans - Plan Asset Allocations (Details) (Pension Benefits)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2013
Defined Benefit Plan Disclosure [Line Items]
Target allocations (in percent)	100.00%
Weighted-average asset allocations (in percent)	100.00%	100.00%
Domestic equity securities
Defined Benefit Plan Disclosure [Line Items]
Target allocations (in percent)	28.00%
Weighted-average asset allocations (in percent)	50.00%	29.00%
International equity securities
Defined Benefit Plan Disclosure [Line Items]
Target allocations (in percent)	15.00%
Weighted-average asset allocations (in percent)	14.00%	16.00%
Debt securities
Defined Benefit Plan Disclosure [Line Items]
Target allocations (in percent)	46.00%
Weighted-average asset allocations (in percent)	18.00%	44.00%
Real estate
Defined Benefit Plan Disclosure [Line Items]
Target allocations (in percent)	7.00%
Weighted-average asset allocations (in percent)	5.00%	5.00%
Other and cash
Defined Benefit Plan Disclosure [Line Items]
Target allocations (in percent)	4.00%
Weighted-average asset allocations (in percent)	13.00%	6.00%

XML

Consolidated Statements of Income (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Operating Revenue:
Real estate leasing	$ 78.8	$ 64.2	$ 63.3
Real estate sales	85.4	15.0	14.3
Construction and natural materials	54.9	0	0
Agribusiness	146.1	182.3	157.5
Total operating revenue	365.2	261.5	235.1
Operating Costs and Expenses:
Cost of real estate leasing	48.4	38.4	38.9
Cost of real estate sales	46.7	5.2	8.7
Cost of construction contracts and natural materials	47.6	0	0
Cost of agribusiness goods and services	136.8	161.0	135.0
Selling, general and administrative	41.2	37.7	32.7
Gain on the sale of agricultural parcel	0	(7.3)	0
Gain on charitable donation of appreciated land	0	(9.4)	0
Impairment of real estate assets (Santa Barbara)	0	5.1	0
Separation/acquisition costs	4.6	6.8	0
Total operating costs and expenses	325.3	237.5	215.3
Operating Income	39.9	24.0	19.8
Other Income and (Expense):
Income (loss) related to joint ventures	4.3	(4.4)	(1.8)
Gain on insurance proceeds	2.4	0	0
Impairment and equity losses related to joint ventures	(6.6)	(4.7)	0
Interest income and other	2.7	0.1	0.3
Interest expense	(19.1)	(14.9)	(17.1)
Income (Loss) From Continuing Operations Before Income Taxes	23.6	0.1	1.2
Income tax expense (benefit)	8.5	(7.6)	1.0
Income From Continuing Operations	15.1	7.7	0.2
Income from discontinued operations, net of income taxes (Note 5)	22.3	12.8	23.3
Net Income	37.4	20.5	23.5
Income attributable to noncontrolling interest	(0.5)	0	0
Net Income Attributable to A&B	36.9	20.5	23.5
Basic Earnings (Loss) Per Share:
Continuing operations attributable to A&B shareholders	$ 0.33	$ 0.18	$ 0.00
Discontinued operations attributable to A&B shareholders	$ 0.50	$ 0.30	$ 0.55
Net income attributable to A&B shareholders	$ 0.83	$ 0.48	$ 0.55
Diluted Earnings (Loss) Per Share:
Continuing operations attributable to A&B shareholders	$ 0.32	$ 0.18	$ 0.00
Discontinued operations attributable to A&B shareholders	$ 0.50	$ 0.30	$ 0.55
Net income attributable to A&B shareholders	$ 0.82	$ 0.48	$ 0.55
Weighted Average Number of Shares Outstanding:
Basic	44.4	42.6	42.4
Diluted	45.1	42.9	42.4
Amounts Attributable to A&B Shareholders:
Income from continuing operations, net of tax	14.6	7.7	0.2
Discontinued operations, net of tax	22.3	12.8	23.3
Net Income Attributable to A&B	$ 36.9	$ 20.5	$ 23.5

XML

Significant Accounting Policies - Allowance for Doubtful Accounts (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at Beginning of year	$ 1.6	$ 1.7	$ 1.4
Provision for bad debt	0.1	0.2	0.9
Write-offs and Other	(0.4)	(0.3)	(0.6)
Balance at End of Year	$ 1.3	$ 1.6	$ 1.7

XML

Schedule III - Real Estate and Accumulated Depreciation Schedule III-Real Estate and Accumulated Depreciation (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012	Dec. 31, 2011
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 154.6	[1]
Initial Cost
Land	532.6
Buildings and Improvements	513.0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	102.0
Carrying costs	0
Gross Amounts at which carried at close of period
Land	532.6
Buildings and improvements	615.0
Total	1,147.6
Accumulated depreciation	(116.9)	[2]
Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]
Balance at beginning of year	1,022.0		998.5	964.1
Additions and improvements	758.5		63.2	70.7
Impairments	0		(5.1)	0
Dispositions, retirements and other adjustments	(378.4)		(34.6)	(36.3)
Balance at end of year	1,402.1		1,022.0	998.5
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
Balance at beginning of year	133.8		115.9	107.2
Depreciation expense	19.5		18.3	17.9
Disposition, retirements and other adjustments	(36.4)		(0.4)	(9.2)
Balance at end of year	116.9		133.8	115.9
Building and Improvements | Maximum
Gross Amounts at which carried at close of period
Useful lives			40 years
Building and Improvements | Minimum
Gross Amounts at which carried at close of period
Useful lives			10 years
Leasehold Improvements | Maximum
Gross Amounts at which carried at close of period
Useful lives			10 years
Leasehold Improvements | Minimum
Gross Amounts at which carried at close of period
Useful lives			5 years
Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	42.0
Initial Cost
Land	151.0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	103.5
Carrying costs	0
Gross Amounts at which carried at close of period
Land	151.0
Buildings and improvements	103.5
Total	254.5
Accumulated depreciation	0
Kailua Industrial/Other (HI) | Industrial | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	10.5
Buildings and Improvements	2.0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0
Carrying costs	0
Gross Amounts at which carried at close of period
Land	10.5
Buildings and improvements	2.0
Total	12.5
Accumulated depreciation	0	[2]
Year Acquired/Completed, First Date	2013
Komohana Industrial Park (HI) | Industrial | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	25.2
Buildings and Improvements	10.8
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.4
Carrying costs	0
Gross Amounts at which carried at close of period
Land	25.2
Buildings and improvements	11.2
Total	36.4
Accumulated depreciation	(1.1)	[2]
First year of construction	1990
Year Acquired/Completed, First Date	2010
P&L Warehouse (HI) | Industrial | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	1.0
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	1.0
Total	1.0
Accumulated depreciation	(0.6)	[2]
First year of construction	1970
Port Allen (HI) | Industrial | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	0
Buildings and Improvements	0.7
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	1.9
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	2.6
Total	2.6
Accumulated depreciation	(1.7)	[2]
First year of construction	1985
Second year of construction	1993
Waipio Industrial (HI) | Industrial | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	19.6
Buildings and Improvements	7.7
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.2
Carrying costs	0
Gross Amounts at which carried at close of period
Land	19.6
Buildings and improvements	7.9
Total	27.5
Accumulated depreciation	(1.1)	[2]
First year of construction	1988
Second year of construction	1989
Year Acquired/Completed, First Date	2009
Midstate 99 Distribution Ctr. (CA) | Industrial | CALIFORNIA
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	11.5	[1]
Initial Cost
Land	2.7
Buildings and Improvements	29.6
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	1.1
Carrying costs	0
Gross Amounts at which carried at close of period
Land	2.7
Buildings and improvements	30.7
Total	33.4
Accumulated depreciation	(4.3)	[2]
First year of construction	2002
Second year of construction	2008
Year Acquired/Completed, First Date	2008
Sparks Business Center (NV) | Industrial | NEVADA
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	3.2
Buildings and Improvements	17.2
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	3.0
Carrying costs	0
Gross Amounts at which carried at close of period
Land	3.2
Buildings and improvements	20.2
Total	23.4
Accumulated depreciation	(6.6)	[2]
First year of construction	1996
Second year of construction	1998
Year Acquired/Completed, First Date	2002
Mililani South (HI) | Office : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	7.0
Buildings and Improvements	3.5
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.1
Carrying costs	0
Gross Amounts at which carried at close of period
Land	7.0
Buildings and improvements	3.6
Total	10.6
Accumulated depreciation	(0.2)	[2]
First year of construction	1992
Second year of construction	2006
Year Acquired/Completed, First Date	2012
Judd Building (HI) | Office : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	1.0
Buildings and Improvements	2.1
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.8
Carrying costs	0
Gross Amounts at which carried at close of period
Land	1.0
Buildings and improvements	2.9
Total	3.9
Accumulated depreciation	(1.2)	[2]
First year of construction	1898
Second year of construction	1979
Year Acquired/Completed, First Date	2000
Kahului Office Building (HI) | Office : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	1.0
Buildings and Improvements	0.4
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	5.3
Carrying costs	0
Gross Amounts at which carried at close of period
Land	1.0
Buildings and improvements	5.7
Total	6.7
Accumulated depreciation	(6.3)	[2]
First year of construction	1974
Kahului Office Center (HI) | Office : | HAWAII
Initial Cost
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	5.3
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	5.3
Total	5.3
Accumulated depreciation	(3.2)	[2]
First year of construction	1991
Lono Center (HI) | Office : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	0
Buildings and Improvements	1.4
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.8
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	2.2
Total	2.2
Accumulated depreciation	(1.2)	[2]
First year of construction	1973
Year Acquired/Completed, First Date	1991
Maui Clinic Building (HI) | Office : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.5
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	0.5
Total	0.5
Accumulated depreciation	(0.1)	[2]
First year of construction	1958
Year Acquired/Completed, First Date	2008
Stangenwald Building (HI) | Office : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	1.8
Buildings and Improvements	1.0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	1.1
Carrying costs	0
Gross Amounts at which carried at close of period
Land	1.8
Buildings and improvements	2.1
Total	3.9
Accumulated depreciation	(0.6)	[2]
First year of construction	1901
Second year of construction	1980
Year Acquired/Completed, First Date	1996
Concorde Commerce Center (AZ) | Office : | ARIZONA
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	3.9
Buildings and Improvements	20.9
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	5.8
Carrying costs	0
Gross Amounts at which carried at close of period
Land	3.9
Buildings and improvements	26.7
Total	30.6
Accumulated depreciation	(4.2)	[2]
First year of construction	1998
Year Acquired/Completed, First Date	2006
Deer Valley Financial Center (AZ) | Office : | ARIZONA
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	3.4
Buildings and Improvements	19.2
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	2.7
Carrying costs	0
Gross Amounts at which carried at close of period
Land	3.4
Buildings and improvements	21.9
Total	25.3
Accumulated depreciation	(5.3)	[2]
First year of construction	2001
Year Acquired/Completed, First Date	2005
2890 Gateway Oaks (CA) | Office : | CALIFORNIA
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	1.7
Buildings and Improvements	10.8
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	1.0
Carrying costs	0
Gross Amounts at which carried at close of period
Land	1.7
Buildings and improvements	11.8
Total	13.5
Accumulated depreciation	(2.5)	[2]
First year of construction	1999
Year Acquired/Completed, First Date	2006
Ninigret Office X and XI (UT) | Office : | TEXAS
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	3.1
Buildings and Improvements	17.7
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	3.0
Carrying costs	0
Gross Amounts at which carried at close of period
Land	3.1
Buildings and improvements	20.7
Total	23.8
Accumulated depreciation	(5.3)	[2]
First year of construction	1999
Second year of construction	2002
Year Acquired/Completed, First Date	2006
1800/ 1820 Preston Park (TX) | Office : | TEXAS
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	4.5
Buildings and Improvements	19.9
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	4.4
Carrying costs	0
Gross Amounts at which carried at close of period
Land	4.5
Buildings and improvements	24.3
Total	28.8
Accumulated depreciation	(5.1)	[2]
First year of construction	1997
Second year of construction	1998
Year Acquired/Completed, First Date	2006
2868 Prospect Park (CA) | Office : | CALIFORNIA
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	2.9
Buildings and Improvements	18.1
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	8.1
Carrying costs	0
Gross Amounts at which carried at close of period
Land	2.9
Buildings and improvements	26.2
Total	29.1
Accumulated depreciation	(11.6)	[2]
First year of construction	1998
Year Acquired/Completed, First Date	1998
San Pedro Plaza (TX) | Office : | TEXAS
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	4.6
Buildings and Improvements	11.9
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	7.3
Carrying costs	0
Gross Amounts at which carried at close of period
Land	4.6
Buildings and improvements	19.2
Total	23.8
Accumulated depreciation	(9.0)	[2]
First year of construction	1985
Year Acquired/Completed, First Date			1998
Year Acquired/Completed Second Date	2000
Union Bank (WA) | Office : | WASHINGTON
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	3.4
Buildings and Improvements	10.5
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.4
Carrying costs	0
Gross Amounts at which carried at close of period
Land	3.4
Buildings and improvements	10.9
Total	14.3
Accumulated depreciation	(0.9)	[2]
First year of construction	1993
Second year of construction	2008
Year Acquired/Completed, First Date	2011
Gateway at Mililani Mauka (HI) | Retail : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	5.0
Buildings and Improvements	4.7
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.2
Carrying costs	0
Gross Amounts at which carried at close of period
Land	5.0
Buildings and improvements	4.9
Total	9.9
Accumulated depreciation	(0.3)	[2]
First year of construction	2006
Second year of construction	2013
Year Acquired/Completed, First Date	2011
Kahului Shopping Center (HI) | Retail : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	2.4
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	2.4
Total	2.4
Accumulated depreciation	(1.4)	[2]
First year of construction	1951
Kailua Grocery Anchored (HI) | Retail : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	11.3	[1]
Initial Cost
Land	54.4
Buildings and Improvements	49.3
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0
Gross Amounts at which carried at close of period
Land	54.4
Buildings and improvements	49.3
Total	103.7
Accumulated depreciation	(0.1)	[2]
Year Acquired/Completed, First Date	2013
Kailua Retail Other (HI) | Retail : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	29.6
Buildings and Improvements	26.7
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0
Carrying costs	0
Gross Amounts at which carried at close of period
Land	29.6
Buildings and improvements	26.7
Total	56.3
Accumulated depreciation	0	[2]
Year Acquired/Completed, First Date	2013
Kaneohe Bay Shopping Ctr. (HI) | Retail : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	0
Buildings and Improvements	13.4
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	1.8
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	15.2
Total	15.2
Accumulated depreciation	(4.6)	[2]
First year of construction	1971
Year Acquired/Completed, First Date	2001
Kunia Shopping Center (HI) | Retail : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	2.7
Buildings and Improvements	10.6
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	1.3
Carrying costs	0
Gross Amounts at which carried at close of period
Land	2.7
Buildings and improvements	11.9
Total	14.6
Accumulated depreciation	(3.0)	[2]
First year of construction	2004
Year Acquired/Completed, First Date	2002
Lahaina Square (HI) | Retail : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	4.6
Buildings and Improvements	3.7
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.3
Carrying costs	0
Gross Amounts at which carried at close of period
Land	4.6
Buildings and improvements	4.0
Total	8.6
Accumulated depreciation	(0.3)	[2]
First year of construction	1973
Year Acquired/Completed, First Date	2010
Lanihau Marketplace (HI) | Retail : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	9.4
Buildings and Improvements	13.2
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.4
Carrying costs	0
Gross Amounts at which carried at close of period
Land	9.4
Buildings and improvements	13.6
Total	23.0
Accumulated depreciation	(1.3)	[2]
First year of construction	1987
Year Acquired/Completed, First Date	2010
Maui Mall (HI) | Retail : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	0.1
Buildings and Improvements	9.2
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	16.6
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0.1
Buildings and improvements	25.8
Total	25.9
Accumulated depreciation	(15.4)	[2]
First year of construction	1971
Napili Plaza (HI) | Retail : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	9.4
Buildings and Improvements	8.0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0
Carrying costs	0
Gross Amounts at which carried at close of period
Land	9.4
Buildings and improvements	8.0
Total	17.4
Accumulated depreciation	(0.2)	[2]
First year of construction	1991
Year Acquired/Completed, First Date	2013
Pearl Highlands Center (HI) | Retail : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	61.8	[1]
Initial Cost
Land	43.4
Buildings and Improvements	96.2
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0
Carrying costs	0
Gross Amounts at which carried at close of period
Land	43.4
Buildings and improvements	96.2
Total	139.6
Accumulated depreciation	(0.9)	[2]
First year of construction	1993
Year Acquired/Completed, First Date	2013
Port Allen Marina Ctr. (HI) | Retail : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	0
Buildings and Improvements	3.4
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	1.0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	4.4
Total	4.4
Accumulated depreciation	(1.7)	[2]
First year of construction	2002
Waipio Shopping Center (HI) | Retail : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	24.0
Buildings and Improvements	7.6
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.3
Gross Amounts at which carried at close of period
Land	24.0
Buildings and improvements	7.9
Total	31.9
Accumulated depreciation	(0.9)	[2]
First year of construction	1986
Second year of construction	2004
Year Acquired/Completed, First Date	2009
Little Cottonwood Center (UT) | Retail : | UTAH
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	6.1	[1]
Initial Cost
Land	12.2
Buildings and Improvements	9.1
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.9
Gross Amounts at which carried at close of period
Land	12.2
Buildings and improvements	10.0
Total	22.2
Accumulated depreciation	(1.0)	[2]
First year of construction	1998
Second year of construction	2008
Year Acquired/Completed, First Date	2010
Royal MacArthur Center (TX) | Retail : | TEXAS
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	3.5
Buildings and Improvements	10.1
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	1.5
Gross Amounts at which carried at close of period
Land	3.5
Buildings and improvements	11.6
Total	15.1
Accumulated depreciation	(2.2)	[2]
First year of construction	2006
Year Acquired/Completed, First Date	2007
The Shops at Kuiui'ula (HI) | Retail : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	44.0	[1]
Initial Cost
Land	8.9
Buildings and Improvements	30.1
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0
Gross Amounts at which carried at close of period
Land	8.9
Buildings and improvements	30.1
Total	39.0
Accumulated depreciation	(0.2)	[2]
First year of construction	2009
Year Acquired/Completed, First Date	2013
Waianae Mall (HI) | Retail : | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	19.9	[1]
Initial Cost
Land	17.4
Buildings and Improvements	10.1
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.7
Gross Amounts at which carried at close of period
Land	17.4
Buildings and improvements	10.8
Total	28.2
Accumulated depreciation	(0.3)	[2]
Wilshire Shopping Center (CO) | Retail : | COLORADO
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	1.3
Buildings and Improvements	1.3
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.4
Gross Amounts at which carried at close of period
Land	1.3
Buildings and improvements	1.7
Total	3.0
Accumulated depreciation	(0.9)	[2]
Oahu Ground Leases (HI) | Other: | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	187.7
Buildings and Improvements	0.6
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0
Gross Amounts at which carried at close of period
Land	187.7
Buildings and improvements	0.6
Total	188.3
Accumulated depreciation	0	[2]
Year Acquired/Completed, First Date	2013
Other miscellaneous investments | Other: | HAWAII
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0	[1]
Initial Cost
Land	19.5
Buildings and Improvements	0.3
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	20.0
Gross Amounts at which carried at close of period
Land	19.5
Buildings and improvements	20.3
Total	39.8
Accumulated depreciation	(10.1)	[2]
Brydeswood | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	2.4
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	2.4
Total	2.4
Accumulated depreciation	0
The Collection | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	4.5
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	4.5
Total	4.5
Accumulated depreciation	0
Maui Business Park II | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	53.6
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	53.6
Total	53.6
Accumulated depreciation	0
Keola 'O Wailea (MF-11) | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	2.7
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	6.3
Carrying costs	0
Gross Amounts at which carried at close of period
Land	2.7
Buildings and improvements	6.3
Total	9.0
Accumulated depreciation	0
The Ridge at Wailea (MF-19) | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	1.9
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	6.6
Carrying costs	0
Gross Amounts at which carried at close of period
Land	1.9
Buildings and improvements	6.6
Total	8.5
Accumulated depreciation	0
Wailea B-1 | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	4.6
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0
Carrying costs	0
Gross Amounts at which carried at close of period
Land	4.6
Buildings and improvements	0
Total	4.6
Accumulated depreciation	0
Wailea MF-7 | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	2.9
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	5.9
Carrying costs	0
Gross Amounts at which carried at close of period
Land	2.9
Buildings and improvements	5.9
Total	8.8
Accumulated depreciation	0
Aina ‘O Kane | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	1.2
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	1.2
Total	1.2
Accumulated depreciation	0
Haliimaile | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.9
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	0.9
Total	0.9
Accumulated depreciation	0
Kahala Portfolio | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	42.0
Initial Cost
Land	104.1
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0
Carrying costs	0
Gross Amounts at which carried at close of period
Land	104.1
Buildings and improvements	0
Total	104.1
Accumulated depreciation	0
Kahului Town Center | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	2.2
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	2.2
Total	2.2
Accumulated depreciation	0
Wailea SF-8 | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	1.3
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0
Carrying costs	0
Gross Amounts at which carried at close of period
Land	1.3
Buildings and improvements	0
Total	1.3
Accumulated depreciation	0
Wailea MF-6 | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	5.8
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0
Carrying costs	0
Gross Amounts at which carried at close of period
Land	5.8
Buildings and improvements	0
Total	5.8
Accumulated depreciation	0
Wailea MF-10 | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	3.8
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0.5
Carrying costs	0
Gross Amounts at which carried at close of period
Land	3.8
Buildings and improvements	0.5
Total	4.3
Accumulated depreciation	0
Wailea MF-16 | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	2.7
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0
Carrying costs	0
Gross Amounts at which carried at close of period
Land	2.7
Buildings and improvements	0
Total	2.7
Accumulated depreciation	0
Wailea, other | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	15.3
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	1.4
Carrying costs	0
Gross Amounts at which carried at close of period
Land	15.3
Buildings and improvements	1.4
Total	16.7
Accumulated depreciation	0
Santa Barbara | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	5.9
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	0
Carrying costs	0
Gross Amounts at which carried at close of period
Land	5.9
Buildings and improvements	0
Total	5.9
Accumulated depreciation	0
Kai'Olino | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	11.3
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	11.3
Total	11.3
Accumulated depreciation	0
Grove Ranch | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	1.5
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	1.5
Total	1.5
Accumulated depreciation	0
Waiale Community | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	1.3
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	1.3
Total	1.3
Accumulated depreciation	0
Other Maui landholdings | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	2.5
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	2.5
Total	2.5
Accumulated depreciation	0
Other Kauai landholdings | Real Estate
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition [Abstract]
Improvements	1.4
Carrying costs	0
Gross Amounts at which carried at close of period
Land	0
Buildings and improvements	1.4
Total	1.4
Accumulated depreciation	$ 0

[1] See Note 9 to consolidated financial statements.

[2] Depreciation is computed based upon the following estimated useful lives:

XML

Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Statement of Cash Flows [Abstract]
Net Income	$ 37.4		$ 20.5		$ 23.5
Depreciation and amortization	41.7		35.1		34.8
Deferred income taxes	(1.6)		(6.3)		(0.9)
Gains on asset transactions, net of impairment losses	(52.8)		(14.8)		(33.2)
Share-based expense	4.2		5.4		4.8
Equity in (income) loss of affiliates, net of distributions	(2.9)		8.4		8.4
Trade, contracts retention, and other receivables	3.3		0.1		3.7
Costs and estimated earnings in excess of billings on uncompleted contracts - net	(1.9)		0		0
Inventories	(2.7)		12.8		(6.2)
Prepaid expenses and other assets	(0.4)		(10.0)		(4.3)
Accrued pension and post-retirement benefits	5.2		4.2		6.4
Accounts payable, contracts retention, and accrued liabilities	(6.5)		(1.5)		(2.6)
Accrued and other liabilities	7.6		(14.2)		(16.6)
Real estate inventory sales (real estate developments held for sale)	81.7		8.4		6.4
Expenditures for real estate inventory (real estate developments held for sale)	(150.6)		(37.2)		(13.8)
Net cash provided by (used in) operations	(38.3)		10.9		10.4
Cash Flows used in Investing Activities:
Capital expenditures for property, plant and equipment	(32.5)		(45.4)		(20.2)
Capital expenditures related to 1031 commercial property transactions	(472.8)		(9.4)		(39.1)
Proceeds from investment tax credits and grants related to renewable energy projects	2.4		7.5		0
Proceeds from disposal of property and other assets	1.2		2.2		8.4
Proceeds from disposals related to 1031 commercial property transactions	330.8		18.8		44.7
Payments for purchases of investments in affiliates and preferred investment	(43.4)		(17.5)		(28.0)
Proceeds from investments in affiliates	5.1		2.9		7.9
Change in restricted cash associated with 1031 transactions	3.2		(9.2)		0.2
Acquisition of business, net of cash	(5.7)		0		0
Net cash used in investing activities	(211.7)		(50.1)		(26.1)
Cash Flows from Financing Activities:
Proceeds from issuances of long-term debt	585.0		134.0		147.0
Payments of long-term debt and deferred financing costs	(380.3)		(257.2)		(145.9)
Proceeds (payments) from line-of-credit agreements, net	51.6		(6.0)		1.1
Distributions to Alexander & Baldwin Holdings, Inc.(a)	0	[1]	(26.7)	[1]	(53.1)	[1]
Contributions from Alexander & Baldwin Holdings, Inc.(a)	0	[1]	172.7	[1]	72.8	[1]
Distribution to non controlling interests	(1.1)		0		0
Dividends paid	(2.0)		0		0
Proceeds from issuance (repurchase) of capital stock and other, net	(1.0)		11.8		0
Net cash provided by financing activities	252.2		28.6		21.9
Cash and Cash Equivalents:
Net increase (decrease) for the period	2.2		(10.6)		6.2
Balance, beginning of year	1.1		11.7		5.5
Balance, end of year	3.3		1.1		11.7
Other Cash Flow Information:
Interest paid, net of amounts capitalized	(19.1)		(14.9)		(16.9)
Income taxes paid	(12.0)		(2.0)		(26.0)
Other Non-cash Information:
Acquisition of Grace (issuance of equity and indemnity holdback)	219.8		0		0
Mortgage debt assumed at fair value in real estate acquisitions	142.2		0		0
Property (net) acquired in connection with the consolidation of The Shops at Kukui'ula	39.0		0		0
Capital expenditures included in accounts payable and accrued expenses	6.6		12.2		6.8
Conversion of net investment of A&B Holdings into common stock	0		24.2		0
Conversion of net investment of A&B Holdings into common stock	$ 0		$ 926.3		$ 0

[1] Refer to Note 4, “Related Party Transactions.”

XML

Segment Results (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended			3 Months Ended								12 Months Ended						0 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013 Segment	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Agribusiness	Sep. 30, 2013 Agribusiness	Jun. 30, 2013 Agribusiness	Mar. 31, 2013 Agribusiness	Dec. 31, 2012 Agribusiness	Sep. 30, 2012 Agribusiness	Jun. 30, 2012 Agribusiness	Mar. 31, 2012 Agribusiness	Dec. 31, 2013 Agribusiness	Dec. 31, 2012 Agribusiness	Dec. 31, 2011 Agribusiness	Dec. 31, 2013 Customer Concentration Risk Agribusiness C&H Sugar Company, Inc	Dec. 31, 2012 Customer Concentration Risk Agribusiness C&H Sugar Company, Inc	Dec. 31, 2011 Customer Concentration Risk Agribusiness C&H Sugar Company, Inc	Oct. 02, 2013 Natural Materials and Construction Grace Pacific Corporation Segment
Revenue, Major Customer [Line Items]
Number of operating segments									4																	1
Revenue	$ 204.8	$ 64.9	$ 62.7	$ 32.8	$ 82.1	$ 83.9	$ 63.3	$ 32.2	$ 365.2	$ 261.5	$ 235.1	$ 52.0	$ 35.9	$ 43.5	$ 14.7	$ 60.9	$ 67.9	$ 39.9	$ 13.6	$ 146.1	$ 182.3	$ 157.5	$ 87.6	$ 117.5	$ 93.2

XML

Investments in Affiliates - Financial Information for Equity Method Investments (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
ASSETS
Current assets	$ 43.5	$ 23.7
Noncurrent assets	673.2	600.9
Total assets	716.7	624.6
Liabilities [Abstract]
Current liabilities	44.2	9.3
Noncurrent liabilities	107.9	120.2
Total liabilities	152.1	129.5
Income Statement [Abstract]
Operating revenue	37.8	29.8	20.1
Operating costs and expenses	31.1	32.5	32.5
Operating (loss) income	6.7	(2.7)	(12.4)
Income (loss) from continuing operations	6.8	(11.5)	(15.1)
Net income (loss)	$ 6.8	$ (11.5)	$ (15.1)

XML

Leases-Company as Lessee (Tables)

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

Future minimum payments under non-cancelable operating leases and rental income from subleases were as follows (in millions):

Years Ending December 31,	Minimum Lease Payments
2014	$	4.7
2015	3.0
2016	2.7
2017	2.7
2018	2.5
Thereafter	12.3
Total	$	27.9

XML

Notes Payable and Long-Term Debt - Revolving Credit Facilities (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Prudential facility
Line of Credit Facility [Line Items]
Revolving credit maximum borrowing capacity	$ 300,000,000
Line of credit term of facility	3 years
Total remaining capacity available for borrowing	2,500,000
A and B Senior Credit Facility | Revolving Credit Facility
Line of Credit Facility [Line Items]
Revolving credit maximum borrowing capacity	350,000,000
Line of credit term of facility	5 years
Uncommitted increase option	100,000,000
Sub limit for the issuance of standby and commercial letters of credit	100,000,000
Sub limit for swing line loans	80,000,000
Outstanding letters of credit	11,400,000
Total remaining capacity available for borrowing	243,600,000
Line of credit facility outstanding amount	95,000,000
Line of Credit | Revolving Credit Facility
Line of Credit Facility [Line Items]
Unused borrowing capacity	246,100,000
Subsidiary, One
Line of Credit Facility [Line Items]
Line of credit facility outstanding amount	17,100,000
Subsidiary, One | Line of Credit
Line of Credit Facility [Line Items]
Face amount of debt	40,000,000
Subsidiary, Two
Line of Credit Facility [Line Items]
Line of credit facility outstanding amount	4,000,000
Subsidiary, Two | Line of Credit
Line of Credit Facility [Line Items]
Face amount of debt	$ 4,000,000

XML

Commitments and Contingencies (Notes)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Commitments, Guarantees and Contingencies:  Commitments and financial arrangements not recorded on the Company's consolidated balance sheet, excluding lease commitments that are disclosed in Note 10, included the following as of December 31, 2013 (in millions):

Standby letters of credit	(a)	$	11.4
Bonds	(b)	$	404.1

(a) Consists of standby letters of credit, issued by the Company’s lenders under the Company’s revolving credit facilities, and relate primarily to the Company’s real estate activities. In the event the letters of credit are drawn upon, the Company would be obligated to reimburse the issuer of the letter of credit. None of the letters of credit has been drawn upon to date, and the Company believes it is unlikely that any of these letters of credit will be drawn upon.

(b) Represents bonds related to construction and real estate activities in Hawaii. Approximately $380.5 million is related to construction bonds issued by third party sureties (bid, performance, and payment bonds) and the remainder is related to commercial bonds issued by third party sureties (permit, subdivision, license, and notary bonds). In the event the bonds are drawn upon, the Company would be obligated to reimburse the surety that issued the bond. None of the bonds has been drawn upon to date, and the Company believes it is unlikely that any of these bonds will be drawn upon.

Indemnity Agreements:  For certain real estate joint ventures, the Company may be obligated under bond indemnities to complete construction of the real estate development if the joint venture does not perform. These indemnities are designed to protect the surety in exchange for the issuance of surety bonds that cover construction activities, such as project amenities, roads, utilities, and other infrastructure, at its joint ventures. Under the indemnities, the Company and its joint venture partners agree to indemnify the surety bond issuer from all losses and expenses arising from the failure of the joint venture to complete the specified bonded construction. The maximum potential amount of aggregate future payments is a function of the amount covered by outstanding bonds at the time of default by the joint venture, reduced by the amount of work completed to date. The recorded amounts of the indemnity liabilities were not material.

Other Obligations:  Certain of the real estate businesses in which the Company holds a non-controlling interest have long-term debt obligations. One of the Company’s joint ventures has a $10 million loan that matures in August 2015. As a condition to providing the loan to the joint venture, the lender required that the Company and its joint venture partner guarantee certain obligations of the joint venture under a maintenance agreement. The maintenance agreement specifies that the Company and its joint venture partner make payments to the lender to the extent that the loan-to-value measure or debt service ratio of the property held by the joint venture is below pre-determined thresholds. The Company has determined that the fair value of its obligation under this maintenance agreement is not material, and as of December 31, 2013, the Company had not paid or accrued any amounts under the guaranty.

 Other than obligations described above, obligations of the Company’s joint ventures do not have recourse to the Company and the Company’s “at-risk” amounts are limited to its investment.

Legal Proceedings and Other Contingencies: A&B owns 16,000 acres of watershed lands in East Maui that supply a significant portion of the irrigation water used by Hawaiian Commercial & Sugar Company (“HC&S”), a division of A&B that produces raw sugar. A&B also held four water licenses to another 30,000 acres owned by the State of Hawaii in East Maui which, over the last ten years, have supplied approximately 58 percent of the irrigation water used by HC&S. The last of these water license agreements expired in 1986, and all four agreements were then extended as revocable permits that were renewed annually. In 2001, a request was made to the State Board of Land and Natural Resources (the “BLNR”) to replace these revocable permits with a long-term water lease. Pending the conclusion by the BLNR of this contested case hearing on the request for the long-term lease, the BLNR has renewed the existing permits on a holdover basis. If the Company is not permitted to utilize sufficient quantities of stream waters from State lands in East Maui, it could have a material adverse effect on the Company’s sugar-growing operations.

In addition, on May 24, 2001, petitions were filed by a third party, requesting that the Commission on Water Resource Management of the State of Hawaii (“Water Commission”) establish interim instream flow standards (“IIFS”) in 27 East Maui streams that feed the Company’s irrigation system. On September 25, 2008, the Water Commission took action on eight of the petitions, resulting in some quantity of water being returned to the streams rather than being utilized for irrigation purposes. In May 2010, the Water Commission took action on the remaining 19 petitions resulting in additional water being returned to the streams. A petition requesting a contested case hearing to challenge the Water Commission’s decisions was filed with the Commission by the opposing third party. On October 18, 2010, the Water Commission denied the petitioner’s request for a contested case hearing. On November 17, 2010, the petitioner filed an appeal of the Water Commission’s denial to the Hawaii Intermediate Court of Appeals. On August 31, 2011, the Intermediate Court of Appeals dismissed the petitioner’s appeal. On November 29, 2011, the petitioner appealed the Intermediate Court of Appeals’ dismissal to the Hawaii Supreme Court. On January 11, 2012, the Hawaii Supreme Court vacated the Intermediate Court of Appeals’ dismissal of the petitioner’s appeal and remanded the appeal back to the Intermediate Court of Appeals. On November 30, 2012, the Intermediate Court of Appeals remanded the case back to the Water Commission, ordering the Commission to grant the petitioner’s request for a contested case hearing.

 On June 25, 2004, two organizations filed a petition with the Water Commission to establish IIFS for four streams in West Maui to increase the amount of water to be returned to these streams. The West Maui irrigation system provided approximately 15 percent of the irrigation water used by HC&S over the last ten years. The Water Commission issued a decision in June 2010, which required the return of water in two of the four streams. In July 2010, the two organizations appealed the Water Commission’s decision to the Hawaii Intermediate Court of Appeals. On June 23, 2011, the case was transferred to the Hawaii Supreme Court.  On August 15, 2012, the Hawaii Supreme Court overturned the Water Commission's decision and remanded the case to the Water Commission for further consideration in connection with the establishment of the IIFS. In September 2013, the Water Commission noticed its intent to initiate the remanded hearing process in January 2014.

The loss of East Maui and West Maui water as a result of the Water Commission’s decisions imposes challenges to the Company’s sugar growing operations. While the resulting water loss does not immediately threaten near-term sugar production, it will result in a future suppression of sugar yields and will have an impact on the Company that will only be quantifiable over time. Accordingly, the Company is unable to predict, at this time, the outcome or financial impact of the water proceedings.

In March 2011, the Environmental Protection Agency (“EPA”) published nationwide standards for controlling hazardous air pollutant emissions from industrial, commercial, institutional boilers and process heaters (the “Boiler MACT” rule), which would apply to Hawaiian Commercial & Sugar Company’s three boilers at the Puunene Sugar Mill. The EPA subsequently reconsidered the March 2011 rule, and on December 21, 2012, EPA announced that it had finalized a revised Boiler MACT rule; the final rule was published in the Federal Register on January 31, 2013. The effective date of the rule was April 1, 2013, with compliance required by January 31, 2016.

The Company is currently evaluating the final rule and assessing its compliance options.  Based on our review, the EPA has made significant revisions from the March 2011 final rule addressing industry concerns. The Company, along with the Florida Sugar Industry, has submitted a petition for reconsideration of certain issues in the final Boiler MACT rule. The EPA has indicated that it will be granting petitions for reconsideration of certain issues, including correcting an error that led to a final limit on carbon monoxide emissions from sugar mill boilers that was lower than it should have been.

The Puunene Mill boilers are capable of meeting most of the emissions limits specified in the final rule and the Company does not expect to incur material costs associated with upgrades to the existing particulate matter controls. While initial testing indicates that the boilers are able to meet new limits on carbon monoxide emissions during bagasse firing, it is not yet clear whether this limit can be met on a consistent basis. This is largely due to the highly variable nature of bagasse fuel. As a result, at a minimum, improvements to combustion controls and monitoring will be required on all three boilers. 

The Company has begun the process of assessing current carbon monoxide emissions during bagasse firing, and will need to complete an engineering evaluation in order to develop a plan for compliance with the new rule.  The compliance deadline for this rule will be three years from the date of publication of the final rule in the Federal Register (i.e., January 31, 2016), with the option for states to grant a one-year extension.  A preliminary estimate of anticipated compliance costs is less than $5 million based on currently available information. This estimate will be refined as the engineering evaluation proceeds.

In June 2011, the Equal Employment Opportunity Commission (“EEOC”) served McBryde Resources, Inc., formerly known as Kauai Coffee Company, Inc. (“McBryde Resources”) with a lawsuit, which alleged that McBryde Resources and five other farms were complicit in illegal acts by Global Horizons Inc., a company that had hired Thai workers for the farms. The lawsuit was filed in the U.S. District Court for the District of Hawaii. In July 2011, the EEOC amended the lawsuit to name Alexander & Baldwin, LLC (formerly known as Alexander & Baldwin, Inc.), a wholly owned subsidiary of the Company, as a defendant. After motions to dismiss the complaint, and amended complaints, certain claims against the defendants remain and McBryde Resources and Alexander & Baldwin, LLC are defending the lawsuit. Discovery is pending while the parties discuss possible settlement of this matter. The Company is unable to predict, at this time, the outcome or financial impact, if any, of the lawsuit.

A&B and its subsidiaries are parties to, or may be contingently liable in connection with, other legal actions arising in the normal conduct of its businesses, the outcomes of which, in the opinion of management after consultation with counsel, would not have a material effect on A&B’s consolidated financial statements as a whole.

XML

Leases-Company as Lessor (Tables)

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

Historical Cost and Accumulated Depreciation of Leased Property

The historical cost of, and accumulated depreciation on, leased property at December 31, 2013 and 2012 were as follows (in millions):

	2013			2012
Leased property - real estate	$	1,100.0		$	844.3
Less accumulated depreciation	(99.5		)	(130.8		)
Property under operating leases - net	$	1,000.5		$	713.5

Total Rental Income Under Operating Leases

Total rental income, excluding tenant reimbursements (which totaled $24.1 million, $21.5 million, and $20.9 million for the years ended December 31, 2013, 2012, and 2011, respectively), under these operating leases was as follows (in millions):

Years Ending December 31,	2013		2012		2011
Minimum rentals	$	80.5	$	74.3	$	74.3
Contingent rentals (based on sales volume)	3.0		2.8		2.0
Total	$	83.5	$	77.1	$	76.3

Future Minimum Rentals on Non Cancelable Leases

Future minimum rentals on non-cancelable leases at December 31, 2013 were as follows (in millions):

	OperatingLeases
2014	$	82.8
2015	$	75.1
2016	$	63.6
2017	$	53.9
2018	$	43.8
Thereafter	$	329.6
Total	$	648.8

XML

Segment Results (Notes)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Segment Results

Operating segments are components of an enterprise that engage in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Company’s chief operating decision maker is its Chief Executive Officer. Based on the foregoing, the Company has four segments that operate in three industries: Real Estate, Natural Materials and Construction and Agribusiness.

The Real Estate Industry consists of two operating segments. The Real Estate Development and Sales segment generates its revenues through the investment in and development and sale of land and commercial and residential properties. The Real Estate Leasing segment owns, operates, and manages retail, office, and industrial properties in Hawaii and on the Mainland. When property that was previously leased is sold, the sales revenue and operating profit are included with the Real Estate Sales segment.

Natural Materials and Construction, which contains one segment and includes the results of Grace from the date of acquisition, mines, processes, and sells basalt aggregate; imports sand and aggregates for sale and use; imports and markets liquid asphalt; manufactures and markets asphaltic concrete; performs asphalt paving as prime contractor and subcontractor; manufactures and supplies precast/prestressed concrete products; and provides various construction- and traffic-control- related products and services.

Agribusiness, which consists of one segment, grows sugar cane; produces bulk raw sugar, specialty food-grade sugars, and molasses; markets and distributes specialty food-grade sugars; provides general trucking services, mobile equipment maintenance and repair services in Hawaii; and generates and sells, to the extent not used in the Company’s operations, electricity.

The accounting policies of the operating segments are described in the summary of significant accounting policies. Reportable segments are measured based on operating profit, exclusive of interest expense, general corporate expenses, and income taxes. Transactions between reportable segments are accounted for on the same basis as transactions with unrelated third parties.

Raw sugar revenues from the Company’s largest customer, C&H Sugar Company, Inc., exceeded 10 percent of total consolidated revenues and totaled $87.6 million, $117.5 million, and $93.2 million in 2013, 2012, and 2011, respectively.

Operating segment information for 2013, 2012, and 2011 is summarized as below (in millions):

For the Year Ended December 31,	2013			2012			2011
Revenue:
Real Estate:
Leasing	$	110.4		$	100.6		$	99.7
Development and Sales	423.0			32.2			59.8
Less amounts reported in discontinued operations1	(369.2		)	(45.3		)	(81.9		)
Natural materials and construction	54.9			—			—
Agribusiness	146.1			182.3			157.5
Reconciling items2	—			(8.3		)	—
Total revenue	$	365.2		$	261.5		$	235.1
Operating Profit (Loss)
Real Estate1:
Leasing	$	43.4		$	41.6		$	39.3
Development and Sales3	44.4			(4.4		)	15.5
Less amounts reported in discontinued operations1	(36.7		)	(21.1		)	(38.8		)
Natural materials and construction4	2.9			—			—
Agribusiness	10.7			20.8			22.2
Total operating profit	64.7			36.9			38.2
Interest Expense	(19.1		)	(14.9		)	(17.1		)
General Corporate Expenses	(17.4		)	(15.1		)	(19.9		)
Separation/Acquisition Costs	(4.6		)	(6.8		)	—
Income From Continuing Operations Before Income Taxes	23.6			0.1			1.2
Income Tax Expense (benefit)	8.5			(7.6		)	1.0
Income From Continuing Operations	15.1			7.7			0.2
Income From Discontinued Operations (net of income taxes)	22.3			12.8			23.3
Net Income	37.4			20.5			23.5
Income Attributable to Noncontrolling Interest	(0.5		)	—			—
Net Income Attributable to A&B	$	36.9		$	20.5		$	23.5

¹  Amounts recast to reflect discontinued operations.

²  Represents the sale of a 286-acre parcel in 2012 classified as "Gain on sale of agricultural parcel" in the consolidated statements of income, but reflected as revenue for segment reporting purposes.

³  The Real Estate Development and Sales segment includes approximately $4.2 million, $(8.3) million, and ($7.9) million in equity in (loss) earnings from its various real estate joint ventures for 2013, 2012, and 2011, respectively. Included in operating profit are non-cash impairment and equity losses of $6.3 million related to the consolidation of The Shops at Kukui'ula in 2013, $9.8 million (Bakersfield joint venture and Santa Barbara real estate project) in 2012 and $6.4 million (Waiawa real estate joint venture) in 2011.

⁴  Includes the results of Grace from the acquisition date of October 1, 2013 through December 31, 2013.

As of December 31,	2013		2012		2011
Identifiable Assets:
Real Estate:
Leasing	$	1,113.4	$	771.3	$	772.0
Development and Sales5	640.9		504.8		451.5
Agribusiness	160.0		149.9		157.8
Natural materials and construction	358.7		—		—
Other	12.2		11.3		5.3
Total assets	$	2,285.2	$	1,437.3	$	1,386.6
Capital Expenditures:
Real Estate:
Leasing6	$	488.5	$	23.1	$	43.6
Development and Sales7	0.1		—		5.2
Agribusiness8	11.8		31.7		10.5
Natural materials and construction	4.8		—		—
Other	0.1		—		—
Total capital expenditures	$	505.3	$	54.8	$	59.3
Depreciation and Amortization:
Real Estate:
Leasing1	$	24.3	$	22.0	$	21.6
Development and Sales	0.2		0.2		0.2
Agribusiness	11.7		11.6		11.9
Natural materials and construction	4.4		—		—
Other	1.1		1.3		1.1
Total depreciation and amortization	$	41.7	$	35.1	$	34.8

⁵  The Real Estate Development and Sales segment includes approximately $335.0 million, $319.7 million, and $290.1 million related to its investment in various real estate joint ventures as of December 31, 2013, 2012, and 2011, respectively.

⁶  Represents gross capital additions to the leasing portfolio, including gross tax-deferred property purchases, but excluding the assumption of debt, that are reflected as non-cash transactions in the Consolidated Statements of Cash Flows.

⁷  Excludes expenditures for real estate developments held for sale which are classified as Cash Flows from Operating Activities within the Consolidated Statements of Cash Flows and excludes investment in joint ventures classified as Cash Flows from Investing Activities. Operating cash flows for expenditures related to real estate developments were $150.6 million, $37.2 million, and $13.8 million for 2013, 2012, and 2011, respectively. Investments in joint ventures were $22.2 million, $17.4 million, and $27.9 million in 2013, 2012, and 2011, respectively.

⁸ Includes $21.8 million of capital in 2012 related to the Company’s Port Allen solar project before tax credits.

Unaudited quarterly segment results for the years ended December 31, 2013 and 2012 were as follows (in millions):

	2013
(Unaudited)	Q1			Q2			Q3			Q4
Revenue:
Real Estate:
Leasing	$	26.3		$	26.2		$	27.5		$	30.4
Development and Sales	15.4			1.4			47.4			358.8
Less amounts reported in discontinued operations1	(23.6		)	(8.4		)	(45.9		)	(291.3		)
Natural materials and construction	—			—			—			54.9
Agribusiness	14.7			43.5			35.9			52.0
Reconciling items	—			—			—			—
Total revenue	$	32.8		$	62.7		$	64.9		$	204.8
Operating Profit (Loss)
Real Estate1:
Leasing	$	10.9		$	10.6		$	11.2		$	10.7
Development and Sales3	2.4			(0.7		)	4.6			38.1
Less amounts reported in discontinued operations1	(8.2		)	(3.8		)	(11.8		)	(12.9		)
Natural materials and construction	—			—			—			2.9
Agribusiness	3.8			8.3			2.2			(3.6		)
Total operating profit	8.9			14.4			6.2			35.2
Interest Expense	(3.6		)	(3.9		)	(4.2		)	(7.4		)
General Corporate Expenses	(4.4		)	(3.7		)	(3.4		)	(5.9		)
Grace Acquisition Costs	(1.0		)	(1.5		)	(2.0		)	(0.1		)
Income (Loss) From Continuing Operations Before Income Taxes	(0.1		)	5.3			(3.4		)	21.8
Income Tax Expense (Benefit)	(0.1		)	2.6			(0.6		)	6.6
Income (Loss) From Continuing Operations	—			2.7			(2.8		)	15.2
Income From Discontinued Operations (net of income taxes)	5.0			2.3			7.2			7.8
Net Income	5.0			5.0			4.4			23.0
Income Attributable to Noncontrolling Interest	—			—			—			(0.5		)
Net Income Attributable to A&B	$	5.0		$	5.0		$	4.4		$	22.5

Earnings Per Share Attributable to A&B:
	Basic	$	0.12	$	0.11	$	0.10	$	0.46
	Diluted	$	0.12	$	0.11	$	0.10	$	0.46
Weighted average shares:
	Basic	43.0		43.1		43.1		48.6
	Diluted	43.6		43.7		43.8		49.2

	2012
(Unaudited)	Q1			Q2			Q3			Q4
Revenue:
Real Estate:
Leasing	$	25.5		$	25.5		$	24.9		$	24.7
Development and Sales	11.4			7.0			8.4			5.4
Less amounts reported in discontinued operations1	(18.3		)	(9.1		)	(9.0		)	(8.9		)
Agribusiness	13.6			39.9			67.9			60.9
Reconciling items2	—			—			(8.3		)	—
Total revenue	$	32.2		$	63.3		$	83.9		$	82.1
Operating Profit (Loss)
Real Estate1:
Leasing	$	10.7		$	10.5		$	10.2		$	10.2
Development and Sales3	0.9			(9.9		)	3.3			1.3
Less amounts reported in discontinued operations1	(8.4		)	(4.3		)	(4.2		)	(4.2		)
Natural materials and construction	—			—			—			—
Agribusiness	3.5			7.0			9.1			1.2
Total operating profit	6.7			3.3			18.4			8.5
Interest Expense	(4.1		)	(4.0		)	(3.6		)	(3.2		)
General Corporate Expenses	(4.7		)	(4.0		)	(3.0		)	(3.4		)
Separation Costs	(1.7		)	(4.4		)	(0.7		)	—
Income (Loss) From Continuing Operations Before Income Taxes	(3.8		)	(9.1		)	11.1			1.9
Income Tax Expense (benefit)	(1.5		)	(2.1		)	0.3			(4.3		)
Income (Loss) From Continuing Operations	(2.3		)	(7.0		)	10.8			6.2
Income From Discontinued Operations (net of income taxes)	5.1			2.6			2.6			2.5
Net Income (Loss)	2.8			(4.4		)	13.4			8.7
Income Attributable to Noncontrolling Interest	—			—			—			—
Net Income (Loss) Attributable to A&B	$	2.8		$	(4.4	)	$	13.4		$	8.7

Earnings Per Share Attributable to A&B:
	Basic	$	0.07	$	(0.10	)	$	0.31	$	0.20
	Diluted	$	0.07	$	(0.10	)	$	0.31	$	0.20
Weighted average shares:
	Basic	42.4		42.4			42.6		42.9
	Diluted	42.4		42.4			43.3		43.5

¹  Amounts recast to reflect discontinued operations.

²  Represents the sale of a 286-acre agricultural parcel in the third quarter of 2012 classified as "Gain on sale of agricultural parcel" in the consolidated statements of income, but reflected as revenue for segment reporting purposes.

³  The Real Estate Development and Sales segment operating profit includes non-cash impairment loss on consolidation of $6.3 million in the third quarter of 2013 related to the consolidation of The Shops at Kukui'ula and non-cash impairment and equity losses of $9.8 million in the second quarter of 2012 related to the Company’s Bakersfield and Santa Barbara real estate projects.

XML

Leases-Company as Lessor - Historical Cost and Accumulated Depreciation of Leases Property (Details) (Land and Building, Property Subject to Operating Lease, USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Land and Building | Property Subject to Operating Lease
Property Subject to or Available for Operating Lease [Line Items]
Leased property - real estate	$ 1,100.0	$ 844.3
Less accumulated depreciation	(99.5)	(130.8)
Property under operating leases - net	$ 1,000.5	$ 713.5

XML

Consolidated Statements of Equity (USD $) In Millions, unless otherwise specified	Total	Common Stock	Net Investment	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Noncontrolling Interest
Balance, beginning period at Dec. 31, 2010	$ 688.6	$ 0	$ 727.8	$ (39.2)	$ 0	$ 0
Balance, beginning period (shares) at Dec. 31, 2010		0
Increase (Decrease) in Equity [Roll Forward]
Net Income	23.5		23.5
Other comprehensive income, net of tax	(8.4)			(8.4)
Contribution from Alexander & Baldwin Holdings, Inc.-net	22.1		22.1
Balance, period end at Dec. 31, 2011	725.8	0	773.4	(47.6)	0	0
Balance, beginning period (shares) at Dec. 31, 2011		0
Increase (Decrease) in Equity [Roll Forward]
Net Income	20.5		(1.6)		22.1
Other comprehensive income, net of tax	0.4			0.4
Contribution from Alexander & Baldwin Holdings, Inc.-net	154.5		154.5
Conversion of net investment of Alexander & Baldwin Holdings, Inc. into common stock		42.4
Conversion of net investment of Alexander & Baldwin Holdings, Inc. into common stock	0	926.3	(926.3)
Share-based compensation	2.1	2.1
Shares issued (in shares)		0.5
Shares issued, net	9.9	10.2			(0.3)
Excess tax benefit from share-based awards	1.2	1.2
Balance, period end at Dec. 31, 2012	914.4	939.8	0	(47.2)	21.8	0
Balance, period end (shares) at Dec. 31, 2012		42.9
Increase (Decrease) in Equity [Roll Forward]
Net Income	37.4				36.9	0.5
Other comprehensive income, net of tax	17.1			17.1
Dividends paid on common stock	(2.0)				(2.0)
Distributions to noncontrolling interest	(0.7)					(0.7)
Share-based compensation	4.2	4.2
Grace acquisition (shares)		5.4
Grace acquisition	205.4	196.3				9.1
Shares issued or repurchased, net (in shares)		0.3
Shares issued or repurchased, net	(2.6)	0.4			(3.0)
Excess tax benefit from share-based awards	1.6	1.6
Balance, period end at Dec. 31, 2013	$ 1,174.8	$ 1,142.3	$ 0	$ (30.1)	$ 53.7	$ 8.9
Balance, period end (shares) at Dec. 31, 2013		48.6

XML

Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement of Other Comprehensive Income [Abstract]
Net Income	$ 37.4	$ 20.5	$ 23.5
Defined benefit pension plans:
Net gain (loss) / prior service credit (cost)	22.4	(6.0)	(19.4)
Amortization of net loss included in net periodic pension cost	7.7	8.0	5.2
Amortization of prior service credit (cost) included in net periodic pension cost	(1.3)	(1.3)	0.6
Income taxes related to other comprehensive income	(11.7)	(0.3)	5.2
Other Comprehensive Income	17.1	0.4	(8.4)
Comprehensive Income	54.5	20.9	15.1
Comprehensive income attributable to noncontrolling interest	(0.5)	0	0
Comprehensive income attributable to A&B	$ 54.0	$ 20.9	$ 15.1

XML

Leases-Company as Lessee (Notes)

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

Leases-Company as Lessee

LEASES—THE COMPANY AS LESSEE

Principal non-cancelable operating leases include land, office space, harbors and equipment leased for periods that expire through 2043. Management expects that, in the normal course of business, most operating leases will be renewed or replaced by other similar leases. Rental expense under operating leases totaled $4.5 million, $3.5 million, and $3.4 million for 2013, 2012, and 2011, respectively. Rental expense for operating leases that provide for future escalations are accounted for on a straight-line basis.

Future minimum payments under non-cancelable operating leases and rental income from subleases were as follows (in millions):

Years Ending December 31,	Minimum Lease Payments
2014	$	4.7
2015	3.0
2016	2.7
2017	2.7
2018	2.5
Thereafter	12.3
Total	$	27.9

XML

Derivative Instruments (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Derivative [Line Items]
Gross notional amount related to interest rate swaps	$ 21,600,000
Other Liabilities
Derivative [Line Items]
Fair value of interest rate derivative	2,800,000	0
Other Interest Income
Derivative [Line Items]
Change in fair value of interest swaps recognized in earnings	$ 200,000	$ 0

XML

Share-Based Awards - Summary of Compensation Costs (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based expense	$ 4.2	$ 5.4	$ 4.8
Total recognized tax benefit	(1.3)	(1.8)	(1.2)
Share-based expense (net of tax)	2.9	3.6	3.6
Cash received upon option exercise	7.6	20.9	6.1
Intrinsic value of options exercised	6.7	13.4	3.5
Tax benefit realized upon option exercise	2.5	2.3	1.3
Fair value of stock vested	5.2	4.2	5.5
Stock Options
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based expense	0.7	1.1	1.2
Incremental non cash share based compensation expense
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based expense	0.5	1.2	0
Restricted Stock Units (RSUs)
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based expense	$ 3.0	$ 3.1	$ 3.6

XML

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Feb. 14, 2014	Jun. 30, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	Alexander & Baldwin, Inc.
Entity Central Index Key	0001545654
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		48,672,972
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2013
Entity Public Float			$ 1,691,132,944

XML

Leases-Company as Lessor (Notes)

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

Leases-Company as Lessor

LEASES—THE COMPANY AS LESSOR

The Company leases land, buildings, and land improvements under operating leases. The historical cost of, and accumulated depreciation on, leased property at December 31, 2013 and 2012 were as follows (in millions):

	2013			2012
Leased property - real estate	$	1,100.0		$	844.3
Less accumulated depreciation	(99.5		)	(130.8		)
Property under operating leases - net	$	1,000.5		$	713.5

Total rental income, excluding tenant reimbursements (which totaled $24.1 million, $21.5 million, and $20.9 million for the years ended December 31, 2013, 2012, and 2011, respectively), under these operating leases was as follows (in millions):

Years Ending December 31,	2013		2012		2011
Minimum rentals	$	80.5	$	74.3	$	74.3
Contingent rentals (based on sales volume)	3.0		2.8		2.0
Total	$	83.5	$	77.1	$	76.3

Future minimum rentals on non-cancelable leases at December 31, 2013 were as follows (in millions):

	OperatingLeases
2014	$	82.8
2015	$	75.1
2016	$	63.6
2017	$	53.9
2018	$	43.8
Thereafter	$	329.6
Total	$	648.8

XML

Employee Benefit Plans - Assumed Health Care Cost Trend Rates (Details) (Other Post-retirement Benefits, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Other Post-retirement Benefits
Effect of one-percentage point change in assumed health care cost trend rates [Abstract]
Effect of one percentage point increase on total of service and interest cost components	$ 0	$ 0	$ 0
Effect of one percentage point increase on post-retirement benefit obligation	1.2	0.6	0.5
Effect of one percentage point decrease on total of service and interest cost components	0	0	0
Effect of one percentage point decrease on post-retirement benefit obligation	$ (1.0)	$ (0.5)	$ (0.5)

XML

Share-Based Awards - Nonvested Restricted Stock Unit Activity (Details) (2012 Plan, Restricted Stock Units (RSUs), USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
2012 Plan | Restricted Stock Units (RSUs)
2012 Plan Restricted Stock Units [Roll Forward]
Outstanding, January 1, 2013 (in shares)	330,000
Granted (in shares)	121,100
Vested (in shares)	(156,500)
Canceled (in shares)	(52,300)
Outstanding, December 31, 2013 (in shares)	242,300	330,000
Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding, January 1, 2013 (in dollars per share)	$ 20.43
Granted (in dollars per share)	$ 34.12	$ 20.23
Vested (in dollars per share)	$ 18.57
Canceled (in dollars per share)	$ 22.96
Outstanding, December 31, 2013 (in dollars per share)	$ 27.92	$ 20.43

XML

Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Current Assets:
Cash and cash equivalents	$ 3.3	$ 1.1
Accounts receivable, less allowances of $1.3 for 2013 and $1.6 for 2012	36.5	8.2
Contracts retention	9.3	0
Costs and estimated earnings in excess of billings on uncompleted contracts	10.5	0
Inventories	68.1	23.5
Real estate held for sale	15.9	11.5
Deferred income taxes	7.8	7.8
Income tax receivable	3.0	4.4
Prepaid expenses and other assets	17.0	6.9
Total current assets	171.4	63.4
Investments in Affiliates	341.4	319.9
Real Estate Developments	249.1	144.0
Property – net	1,273.7	838.7
Intangible assets - net	74.1	8.3
Goodwill	99.6	0
Other Assets	75.9	63.0
Total Assets	2,285.2	1,437.3
Current Liabilities
Notes payable and current portion of long-term debt	105.2	15.5
Accounts payable	32.6	26.2
Billings in excess of costs and estimated earnings on uncompleted contracts	4.4	0
Accrued interest	5.9	5.2
Deferred revenue	17.8	0
Indemnity holdback related to Grace acquisition	18.8	0
Accrued and other liabilities	33.5	22.7
Total current liabilities	218.2	69.6
Long-term Liabilities
Long-term debt	605.5	220.0
Deferred income taxes	188.7	152.9
Accrued pension and postretirement benefits	37.3	58.9
Other non-current liabilities	60.7	21.5
Total long-term liabilities	892.2	453.3
Commitments and Contingencies (Note 15)
Equity
Common stock – no par value; authorized, 150 million shares; outstanding, 48.6 million and 42.9 million shares at December 31, 2013 and 2012, respectively	1,142.3	939.8
Accumulated other comprehensive loss	(30.1)	(47.2)
Retained earnings	53.7	21.8
Total A&B shareholders' equity	1,165.9	914.4
Noncontrolling interest	8.9	0
Total equity	1,174.8	914.4
Total liabilities and equity	$ 2,285.2	$ 1,437.3

XML

Discontinued Operations (Notes)

12 Months Ended

Dec. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

DISCONTINUED OPERATIONS

The Company regularly evaluates and may sell selected properties from its portfolio when it believes the value of an asset has been maximized and the full fair market value for the asset can be realized.

During 2013, the sales of four Industrial properties, three retail properties and two office buildings were classified as discontinued operations. Additionally, Maui Mall, a retail property on Maui, was sold in January 2014, but was classified as held for sale, as of December 31, 2013, in the consolidated balance sheets. The revenues, expenses and operating profit from Maui Mall were classified as discontinued operations for all periods presented.

During 2012, the sales of the Firestone Boulevard Building and Northpoint Industrial, two industrial properties in California, and two leased fee properties in Maui were classified as discontinued operations. Northpoint Industrial was sold in January 2013, but was classified as held for sale, as of December 31, 2012, in the consolidated balance sheets. The revenues, expenses and operating profit from Northpoint were classified as discontinued operations for all periods presented.

During 2011, the sales of Arbor Park Shopping Center, a retail property in Texas, Wakea Business Center II, a commercial facility on Maui, and a leased Maui property, were classified as discontinued operations.

The results of operations from these properties in prior periods were reclassified from continuing operations to discontinued operations to conform to the current period’s accounting presentation. Consistent with the Company’s intention to reinvest the sales proceeds into new investment property, the proceeds from the sales of property treated as discontinued operations were deposited in escrow accounts for tax-deferred reinvestment in accordance with Section 1031 of the Internal Revenue Code.

The revenue, operating profit, income tax expense and after-tax effects of these transactions for 2013, 2012, and 2011 were as follows (in millions):

	2013		2012		2011
Proceeds from the sale of income-producing properties	$	337.6	$	8.9	$	45.5
Real estate leasing revenue	31.6		36.4		36.4
Gain on sale of income-producing properties, net	$	22.1	$	4.0	$	22.5
Real estate leasing operating profit	14.6		17.1		16.3
Total operating profit before taxes	36.7		21.1		38.8
Income tax expense	14.4		8.3		15.5
Income from discontinued operations	$	22.3	$	12.8	$	23.3
Basic Earnings Per Share	$	0.50	$	0.30	$	0.55
Diluted Earnings Per Share	$	0.50	$	0.30	$	0.55

XML

Related Party Transactions (Notes)

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions

RELATED PARTY TRANSACTIONS

Prior to Separation, Holdings (and its subsidiaries) was considered an affiliate of A&B and engaged in certain related party relationships with the Company, as more fully discussed below. Following the Separation, Holdings was no longer considered an affiliate of A&B.

Services and lease agreements. Historically, Holdings provided vessel management services to the Company for its bulk sugar vessel, the MV Moku Pahu, the cost of which was included in the cost of Agribusiness products and services. Additionally, the Company recognized lease income in Real Estate Leasing revenue for an industrial warehouse space in Savannah, Georgia, that was leased to Holdings. The Company also recognized Agribusiness operating revenue for equipment and repair services provided to Holdings, and was reimbursed at cost for various other services provided to Holdings.

	2013		2012			2011
Vessel management services expenses	$	—	$	(2.0	)	$	(4.0	)
Lease income from affiliate	—		2.1			4.4
Equipment and repair services income and other	—		1.4			2.7
Related party revenue, net	$	—	$	1.5		$	3.1

Contributions. Holdings, a prior affiliate, made contributions to the Company, net of distributions from the Company, totaling $154.5 million and $22.1 million for the years ended December 31, 2012 and 2011, respectively. Distributions to Holdings represent dividends paid by the Company to shareholders of Holdings and contributions from Holdings consist of dividends and capital contributions received from a subsidiary of Holdings.

Construction Contracts and Material Sales. Grace entered into contracts, as a subcontractor and supplier, with various entities owned by certain stockholders and a director. Revenues earned by the Company from these entities was $7.9 million for the period October 1, 2013 through December 31, 2013. Receivables from these entities were $3.3 million as of December 31, 2013.

XML

Derivative Instruments (Notes)

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

DERIVATIVE INSTRUMENTS

The Company is exposed to interest rate risk related to its variable interest debt. The Company balances its cost of debt and exposure to interest rates primarily through its mix of fixed and variable rate debt. From time to time, the Company may use interest rate swaps to manage its exposure to interest rate risk.

As of December 31, 2013, the Company had a gross notional amount of $21.6 million related to interest rate swaps that were assumed in connection with acquisitions, in which the floating rates are swapped for fixed rates. The table below presents the fair value of derivative financial instruments, which are included in Other non-current liabilities in the consolidated balance sheets (in millions):

	As of December 31,
	2013		2012
Interest rate swap liability - floating to fixed rate	$	2.8	$	—

The Company recorded in Interest income and other in the consolidated statements of income, $0.2 million of income in 2013 related to the change in fair value of the interest rate swaps. There were no amounts recorded in 2012.

XML

Employee Benefit Plans (Notes)

12 Months Ended

Dec. 31, 2013

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans

EMPLOYEE BENEFIT PLANS

The Company has funded single-employer defined benefit pension plans that cover substantially all non-bargaining unit employees and certain bargaining unit employees. In addition, the Company has plans that provide certain retiree health care and life insurance benefits to substantially all salaried and to certain hourly employees. Employees are generally eligible for such benefits upon retirement and completion of a specified number of years of credited service. The Company does not pre-fund these health care and life insurance benefits and has the right to modify or terminate certain of these plans in the future. Certain groups of retirees pay a portion of the benefit costs.

Plan Administration, Investments and Asset Allocations: The Company has an Investment Committee that is responsible for the investment and management of the pension plan assets. In late 2013, the Company changed its pension plan investment and management approach to a liability driven investment strategy, which seeks to increase the correlation of the pension plan assets and liabilities to reduce the volatility of the plan's funded status, and over time, improve the funded status of the plan. The adoption of this strategy has resulted in an asset allocation that is weighted more toward fixed income investments, which reduces investment volatility, but also reduces investment returns over time. In connection with the adoption of a liability driven investment strategy, the Company appointed an investment adviser that directs investments and selects investment options, based on guidelines established by the Investment Committee.

The Company’s investment strategy for its pension plan assets is to achieve a diversified mix of investments that balances long-term growth with an acceptable level of risk. The mix of assets includes a fixed income allocation that increases as the plan's funded status improves. The Company’s weighted-average asset allocations at December 31, 2013 and 2012, and 2013 year-end target allocation, by asset category, were as follows:

	Target		2013		2012
Domestic equity securities	28	%	29	%	50	%
International equity securities	15	%	16	%	14	%
Debt securities	46	%	44	%	18	%
Real estate	7	%	5	%	5	%
Other and cash	4	%	6	%	13	%
Total	100	%	100	%	100	%

The Company’s investments in equity securities primarily include domestic large-cap and mid-cap companies, but also include an allocation to small-cap and international equity securities. Equity investments do not include any direct holdings of the Company’s stock but may include such holdings to the extent that the stock is included as part of certain mutual fund or ETF holdings. Debt securities include investment-grade corporate bonds from diversified industries and U.S. Treasuries. Other types of investments include funds that invest in commercial real estate assets, and to a lesser extent, private equity investments in technology companies.

The expected return on plan assets is principally based on the Company’s historical returns combined with the Company’s long-term future expectations regarding asset class returns, the mix of plan assets, and inflation assumptions. One-, three-, and five-year pension asset returns were 16.6 percent, 8.7 percent, and 11.6 percent, respectively, and the long-term average return (since plan inception in 1989) has been approximately 8.6 percent. Over the long-term, the actual returns have generally exceeded the benchmark returns used by the Company to evaluate performance of its fund managers.

The Company’s pension plan assets are held in a master trust and stated at estimated fair value, which is based on the fair values of the underlying investments. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

FASB ASC Topic 820, Fair Value Measurements and Disclosures, as amended, establishes a fair value hierarchy, which requires the pension plans to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (level 1 measurements) and assigns the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs within the hierarchy are defined as follows:     

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2: Significant other observable inputs other than level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect the pension plans’ own assumptions about the assumptions that market participants would use in pricing an asset or liability.

If the technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy, the lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

Equity Securities: Domestic and international common stocks are valued by obtaining quoted prices on recognized and highly liquid exchanges.

Exchange-Trade Funds (ETF): ETFs are valued by obtaining quoted prices on recognized and highly liquid exchanges.

Fixed Income Securities: Corporate bonds and U.S. government treasury and agency securities are valued based upon the closing price reported in the market in which the security is traded. U.S. government agency, corporate asset-backed securities, and mortgage securities may utilize models, such as a matrix pricing model, that incorporates other observable inputs such as cash flow, security structure, or market information, when broker/dealer quotes are not available.

Real Estate, Private Equity, Managed Futures, and Insurance Contract Interests: The fair value of real estate fund investments, private equity, and insurance contract interests are determined by the issuer based on the unit values of the funds. Unit values are determined by dividing the fund’s net assets by the number of units outstanding at the valuation date. Fair value for underlying investments in real estate is determined through a combination of independent property appraisals and market, income and cost valuation approaches. Fair value of underlying investments in private equity assets is determined based on one or more valuation techniques, such as the market or income valuation approach, utilizing information provided by the general partner and taking into consideration the purchase price of the underlying securities, developments concerning the investee company subsequent to the acquisition of the investment, financial data and projections of the investee company provided to the general partner, illiquidity and non-transferability, and such other factors as the general partner deems relevant. The fair value of managed futures fund investments is determined by the issuer based on the unit values of the fund. Unit values are determined by dividing the fund’s net assets by the number of units outstanding at the valuation date. Fair value of the underlying investments in the managed futures fund is determined through quoted market prices. Insurance contract interests consist of investments in group annuity contracts, which are valued based on the present value of expected future payments.

The fair values of the Company’s pension plan assets at December 31, 2013 and 2012, by asset category, are as follows (in millions):

	Fair Value Measurements as of
	December 31, 2013
	Total		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Cash	$	5.2	$	5.2
Equity securities:
U.S. large-cap	24.4		24.4
U.S. mid- and small-cap	20.4		20.4
International large-cap	16.3		16.3
International mid-cap	8.1		8.1
Fixed income securities:
Exchange traded funds - U.S. Treasuries	16.3		16.3
Exchange traded funds - Investment grade U.S. corporate bonds	45.0		45.0
Limited partnership investment in high-yield U.S. corporate bonds	6.4						6.4
Other types of investments:
Real estate partnership interests	7.5						7.5
Private equity partnership interests (a)	0.3						0.3
Exchange traded fund - commodities	2.5		2.5
Insurance contracts	1.0						1.0
Total	$	153.4	$	138.2	$	—	$	15.2

	Fair Value Measurements as of
	December 31, 2012
	Total		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Cash	$	12.7	$	12.7
Equity securities:
U.S. large-cap	47.6		47.6
U.S. mid- and small-cap	23.6		23.6
International large-cap	16.0		5.8		10.2
Emerging market equity	4.1				4.1
Fixed income securities:
U.S. Treasuries	0.8				0.8
Municipal bonds	1.9				1.9
Investment grade U.S. corporate bonds	6.1				6.1
High-yield U.S. corporate bonds	4.1				4.1
Mortgage-backed securities and other	12.5				12.5
Other types of investments:
Real estate partnership interests	7.8						7.8
Private equity partnership interests (a)	0.7						0.7
Managed Futures fund	3.5				3.5
Insurance contracts	0.9						0.9
Total	$	142.3	$	89.7	$	43.2	$	9.4

(a) This category represents private equity funds that invest principally in U.S. technology companies.

The table below presents a reconciliation of all pension plan investments measured at fair value on a recurring basis using significant unobservable inputs (level 3) for the years ended December 31, 2013 and 2012 (in millions):

	Fair Value Measurements Using Significant
	Unobservable Inputs (Level 3)
	Real Estate			Private Equity			Insurance		Limited Partnership		Total
Beginning balance, January 1, 2012	$	7.4		$	0.8		$	0.7	$	—	$	8.9
Actual return on plan assets:
Assets held at the reporting date	0.7			—			—		—		0.7
Assets sold during the period	0.3			0.3			—		—		0.6
Purchases, sales and settlements	(0.6		)	(0.4		)	0.2		—		(0.8		)
Ending balance, December 31, 2012	7.8			0.7			0.9		—		9.4
Actual return on plan assets:
Assets held at the reporting date	1.1			(0.2		)	0.1		0.3		1.3
Assets sold during the period	0.3			0.1			—		—		0.4
Purchases, sales and settlements	(1.7		)	(0.3		)	—		6.1		4.1
Ending balance, December 31, 2013	$	7.5		$	0.3		$	1.0	$	6.4	$	15.2

Contributions are determined annually for each plan by the Company’s pension administrative committee, based upon the actuarially determined minimum required contribution under the Employee Retirement Income Security Act of 1974, as amended, the Pension Protection Act of 2006 (the “Act”), and the maximum deductible contribution allowed for tax purposes. In 2013 and 2012, the Company contributed approximately $0.1 million and $2.6 million, respectively, to its defined benefit pension plans. The Company did not make any contributions during 2011. The Company’s funding policy is to contribute cash to its pension plans so that it meets at least the minimum contribution requirements.

For the plans covering employees who are members of collective bargaining units, the benefit formulas are determined according to the collective bargaining agreements, either using career average pay as the base or a flat dollar amount per year of service.

In 2007, the Company changed the traditional defined benefit pension plan formula for new non-bargaining unit employees hired after January 1, 2008 and replaced it with a cash balance defined benefit pension plan formula. Subsequently, effective January 1, 2012, the Company changed the benefits under its traditional defined benefit plans for non-bargaining unit employees hired before January 1, 2008 and replaced the benefit with the same cash balance defined benefit pension plan formula provided to those employees hired after January 1, 2008. Retirement benefits under the cash balance pension plan formula are based on a fixed percentage of employee eligible compensation, plus interest. The plan interest credit rate will vary from year-to-year based on the ten-year U.S. Treasury rate.

Benefit Plan Assets and Obligations: The measurement date for the Company’s benefit plan disclosures is December 31^st of each year. The status of the funded defined benefit pension plan and the unfunded accumulated post-retirement benefit plans at December 31, 2013 and 2012 are shown below (in millions):

	Pension Benefits						Other Post-retirement Benefits
	2013			2012			2013			2012
Change in Benefit Obligation
Benefit obligation at beginning of year	$	189.7		$	173.6		$	10.9		$	11.4
Service cost	2.6			2.4			0.1			0.1
Interest cost	7.6			8.2			0.4			0.5
Plan participants’ contributions	—			—			0.9			1.0
Actuarial (gain) loss	(13.2		)	15.4			3.0			(0.3		)
Benefits paid	(11.1		)	(10.0		)	(1.8		)	(1.8		)
Special or contractual termination benefits	—			0.1			—			—
Curtailment	(0.2		)	—			(0.6		)
Amendments	—			—			—			—
Benefit obligation at end of year	$	175.4		$	189.7		$	12.9		$	10.9
Change in Plan Assets
Fair value of plan assets at beginning of year	142.3			130.8			—			—
Actual return on plan assets	22.1			18.9			—			—
Employer contributions	0.1			2.6			—			—
Benefits paid	(11.1		)	(10.0		)	—			—
Fair value of plan assets at end of year	$	153.4		$	142.3		$	—		$	—
Funded Status and Recognized Liability	$	(22.0	)	$	(47.4	)	$	(12.9	)	$	(10.9	)

The accumulated benefit obligation for the Company’s qualified pension plans was $173.6 million and $186.9 million as of December 31, 2013 and 2012, respectively. Amounts recognized on the consolidated balance sheets and in accumulated other comprehensive loss at December 31, 2013 and 2012 were as follows (in millions):

	Pension Benefits						Other Post-retirement Benefits
	2013			2012			2013			2012
Non-current assets	$	3.3		$	1.4		$	—		$	—
Current liabilities	—			—			(0.9		)	(0.8		)
Non-current liabilities	(25.3		)	(48.8		)	(12.0		)	(10.1		)
Total	$	(22.0	)	$	(47.4	)	$	(12.9	)	$	(10.9	)
Net loss (gain) (net of taxes)	$	33.2		$	53.0		$	1.1		$	(1.4	)
Unrecognized prior service credit (net of taxes)	(3.9		)	(4.4		)	—			—
Total	$	29.3		$	48.6		$	1.1		$	(1.4	)

The information for qualified pension plans with an accumulated benefit obligation in excess of plan assets at December 31, 2013 and 2012 is shown below (in millions):

	2013		2012
Projected benefit obligation	$	167.7	$	181.0
Accumulated benefit obligation	$	166.0	$	178.4
Fair value of plan assets	$	142.4	$	132.2

The estimated prior service credit for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2014 is ($0.8) million. The estimated net loss that will be recognized in net periodic pension cost for the defined benefit pension plans in 2014 is $4.0 million. The estimated net loss for the other defined benefit post-retirement plans that will be amortized from accumulated other comprehensive loss into net periodic pension cost in 2014 is $0.4 million. The estimated prior service cost for the other defined benefit post-retirement plans that will be amortized from accumulated other comprehensive loss into net periodic pension cost in 2014 is negligible.

Unrecognized gains and losses of the post-retirement benefit plans are amortized over five years. Although current health costs are expected to increase, the Company attempts to mitigate these increases by maintaining caps on certain of its benefit plans, using lower cost health care plan options where possible, requiring that certain groups of employees pay a portion of their benefit costs, self-insuring for certain insurance plans, encouraging wellness programs for employees, and implementing measures to mitigate future benefit cost increases.

Components of the net periodic benefit cost and other amounts recognized in other comprehensive loss for the defined benefit pension plans and the post-retirement health care and life insurance benefit plans during 2013, 2012, and 2011, are shown below (in millions):

	Pension Benefits									Other Post-retirement Benefits
	2013			2012			2011			2013			2012			2011
Components of Net Periodic Benefit Cost
Service cost	$	2.6		$	2.4		$	3.4		$	0.1		$	0.1		$	0.2
Interest cost	7.6			8.2			9.3			0.4			0.5			0.7
Expected return on plan assets	(10.9		)	(10.5		)	(11.7		)	—			—			—
Amortization of net loss (gain)	7.7			7.9			4.8			(0.2		)	(0.2		)	—
Amortization of prior service cost (credit)	(0.8		)	(0.8		)	0.6			—			—			—
Curtailment gain	—			—			—			(0.5		)	—			—
Recognition of loss on special termination benefit	—			0.1			—						—			—
Net periodic benefit cost	6.2			7.3			6.4			(0.2		)	0.4			0.9
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
Net loss (gain)	(24.7		)	7.0			21.0			3.0			(0.4		)	(0.8		)
Amortization of unrecognized (loss) gain	(7.7		)	(7.9		)	(3.0		)	0.2			0.3			—
Prior service credit	—			—			(6.7		)	—			—			—
Amortization of prior service cost (credit)	0.8			0.8			(0.3		)	—			—			—
Total recognized in other comprehensive income	(31.6		)	(0.1		)	11.0			3.2			(0.1		)	(0.8		)
Total recognized in net periodic benefit cost and
other comprehensive income	$	(25.4	)	$	7.2		$	17.4		$	3.0		$	0.3		$	0.1

The weighted average assumptions used to determine benefit information during 2013, 2012, and 2011 were as follows:

	Pension Benefits						Other Post-retirement Benefits
	2013		2012		2011		2013		2012		2011
Weighted Average Assumptions:
Discount rate	4.90	%	4.10	%	4.80	%	4.90	%	4.10	%	4.90	%
Expected return on plan assets	8.00	%	8.25	%	8.25	%	—	%	—	%	—	%
Rate of compensation increase	3.00	%	3.00	%	4.00	%	3.00	%	3.00	%	4.00	%
Initial health care cost trend rate							7.50	%	8.00	%	9.00	%
Ultimate rate							4.50	%	4.50	%	5.00	%
Year ultimate rate is reached							2028		2020		2016

If the assumed health care cost trend rate were increased or decreased by one percentage point, the accumulated post-retirement benefit obligation, as of December 31, 2013, 2012, and 2011 and the net periodic post-retirement benefit cost for 2013, 2012 and 2011, would have increased or decreased as follows (in millions):

	Other Post-retirement Benefits
	One Percentage Point
	Increase						Decrease
	2013		2012		2011		2013			2012			2011
Effect on total of service and interest cost components	$	—	$	—	$	—	$	—		$	—		$	—
Effect on post-retirement benefit obligation	$	1.2	$	0.6	$	0.5	$	(1.0	)	$	(0.5	)	$	(0.5	)

Non-qualified Benefit Plans: The Company has non-qualified supplemental pension plans covering certain employees and retirees, which provide for incremental pension payments from the Company’s general funds so that total pension benefits would be substantially equal to amounts that would have been payable from the Company’s qualified pension plans if it were not for limitations imposed by income tax regulations. The obligations relating to these plans totaled $6.9 million at December 31, 2013. A 3.5 percent discount rate was used to determine the 2013 obligation. The expense associated with the non-qualified plans was $0.1 million in 2013, $0.9 million in 2012, and $1.6 million in 2011. As of December 31, 2013, the amount recognized in accumulated other comprehensive income for unrecognized loss, net of tax, was approximately $1.8 million, and the amount recognized as unrecognized prior service credit, net of tax, was ($2.1) million. The estimated net loss and prior service credit, net of tax, that will be recognized in net periodic pension cost in 2013 is ($0.1) million.

Estimated Benefit Payments: The estimated future benefit payments for the next ten years are as follows (in millions):

	Pension		Non-qualified		Post-retirement
Year	Benefits		Plan Benefits		Benefits
2014	$	10.4	$	0.1	$	0.8
2015	$	10.6	$	0.7	$	0.8
2016	$	10.9	$	3.5	$	0.8
2017	$	11.0	$	0.1	$	0.8
2018	$	11.2	$	1.0	$	0.7
2019-2023	$	60.1	$	0.5	$	2.5

Current liabilities of approximately $1.1 million, related to non-qualified plan and post-retirement benefits, are classified as accrued and other liabilities in the consolidated balance sheet as of December 31, 2013.

Multiemployer Plans: Grace and certain subsidiaries contribute to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

a. Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

b. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

c. If the Company chooses to stop participating in some of its multiemployer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

The Company's participation in these plans for the period from October 1, 2013 through December 31, 2013, is outlined in the table below. The "EIN Pension Plan Number" column provides the Employee Identification Number (EIN) and the three-digit plan number, if applicable. The most recent Pension Protection Act (PPA) zone status available in 2013 is for the plan's year-end as of December 31, 2012, for the Pension Trust Fund for Operating Engineers Pension Plan and Laborer's National (Industrial) Pension Fund. The zone status available for 2013 for the Hawaii Laborers Trust Funds is for the plan year-end as of February 28, 2013. GP Roadway Solutions, Inc. and GP/RM Prestress, LLC have separate contracts and different expiration dates with the Hawaii Laborers Trust Fund. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans that are less than 65 percent funded are "red zone" plans in need of reorganization; plans between 65 percent and 80 percent funded or that have an accumulated funding deficiency or are expected to have a deficiency in any of the next six years are "yellow zone" plans; plans that meet both of the "yellow zone" criteria are "orange zone" plans; and if the plan is funded more than 80 percent, it is a "green zone" plan. The "FIP/RP Status Pending/Implemented" column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration dates of the collective-bargaining agreements to which the plans are subject. There were no plans where the Company contributed more than 5 percent of the total contributions.

		Pension Protection Act Zone Status	FIP/RP Status	Contribution by Entity		Surcharge Imposed	Expiration Date	Current Plan Year End
	EIN Plan No.	2013	Pending/Implemented	Oct. 1 - Dec. 31, 2013
Fund
Operating Engineers	94-6090764; 001	Red	Yes	$	1.0	No	8/31/14	12/31/13
Laborers National	52-6074345; 001	Red	Yes	—		No	8/31/15	12/31/13
Hawaii Laborers	99-6012128; 001	Green	No	0.1		No	8/1/15	2/28/13
Hawaii Laborers	99-6012128; 001	Green	No	—		No	9/30/14	2/28/13
				$	1.1

Defined Contribution Plans: The Company sponsors defined contribution plans that qualify under Section 401(k) of the Internal Revenue Code and provides matching contributions of up to 3 percent of eligible employee compensation. For 2010, the 401(k) matching contributions were suspended for all employees who are participants in the Company’s defined benefit plan, but was reinstated starting in 2011. The Company’s matching contributions expensed under these plans totaled $0.7 million for each of the years ended December 31, 2013 and 2012. The Company also maintains profit sharing plans, and if a minimum threshold of Company performance is achieved, provides contributions of 1 to 5 percent, depending upon Company performance above the minimum threshold. In 2013, the profit sharing contribution expense was $0.9 million. There was no profit sharing contribution expense recorded in 2012 and 2011 for these plans.

In connection with the acquisition of Grace, Grace's four 401(k) plans were terminated effective September 30, 2013, the day immediately preceding the date of closing. On October 1, 2013, two new 401(k) plans for Grace were established.

Both 401(k) plans allow for discretionary non-elective employer contributions up to the sum of 10 percent of each eligible employee's compensation for the 12 months in the plan year. The Plan has two separate participant groups eligible to participate. Group 1 includes participants who are also officers of Grace, and Group 2 includes all other employees. For the short plan year period October 1, 2013 to December 31, 2013, Grace elected to make no contributions to Group 1 and contributed 10 percent to Group 2. Officers did not receive this elective 401(k) contribution, but accrued amounts were recharacterized as a Profit Sharing Bonus, subject to an overall combined limitation of $25,000 per employee. Profit Sharing Bonuses are calculated using 10 percent of each eligible employee's compensation (including officers) for 12 months in the preceding fiscal year in the same manner as the discretionary non-elective contribution. On an employee-by-employee basis, if applicable, the amount of the employee's Profit Sharing Bonus shall be reduced so that the sum of the non-elective employer contribution and the Profit Sharing Bonus does not exceed $25,000.  As an overall test, the sum of all employees' Profit Sharing Bonuses shall not exceed 5 percent of Grace's pre-tax income, after deduction for accruals for charitable contributions, management incentives, and non-elective employer contributions. Management incentives and/or Profit Sharing Bonuses can be deferred to the employee's 401(k) account but will be subject to the IRS' annual limit on employee elective deferrals. For the period October 1, 2013 to December 31, 2013, Grace recognized non-elective employer contributions and profit sharing expense of approximately $0.7 million.

XML

Income Taxes - Income Tax from Continuing Operations (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current:
Federal	$ 17.1	$ 4.3	$ 8.0
State	2.1	0.8	2.1
Current	19.2	5.1	10.1
Deferred:
Federal	(8.0)	(10.5)	(6.3)
State	(2.7)	(2.2)	(2.8)
Deferred	(10.7)	(12.7)	(9.1)
Total continuing operations tax expense (benefit)	$ 8.5	$ (7.6)	$ 1.0

XML

Property (Notes)

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property

PROPERTY

Property on the consolidated balance sheets includes the following (in millions):

	December 31,
	2013			2012
Buildings	$	560.0		$	553.5
Land	572.7			254.8
Machinery and equipment	230.9			200.2
Asphalt plants	48.0			—
Water, power and sewer systems	138.8			134.9
Other property improvements	90.2			83.0
Vessel	7.2			7.1
Subtotal	1,647.8			1,233.5
Accumulated depreciation	(374.1		)	(394.8		)
Property - net	$	1,273.7		$	838.7

XML

Investments in Affiliates - Assets Measured at Fair Value on Nonrecurring Basis (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended				3 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Santa Barbara landholdings	Jun. 30, 2012 Bakersfield (CA) joint venture	Dec. 31, 2012 Bakersfield (CA) joint venture	Dec. 31, 2011 Waiawa joint venture	Dec. 31, 2012 Fair Value, Measurements, Nonrecurring	Dec. 31, 2013 Fair Value, Measurements, Nonrecurring The Shops at Kukui'ula Investment	Dec. 31, 2012 Fair Value, Measurements, Nonrecurring Santa Barbara landholdings	Dec. 31, 2012 Fair Value, Measurements, Nonrecurring Bakersfield (CA) joint venture		Dec. 31, 2011 Fair Value, Measurements, Nonrecurring Waiawa joint venture	Dec. 31, 2012 Quoted Prices in Active Markets for Identical Assets (Level 1) Fair Value, Measurements, Nonrecurring	Dec. 31, 2013 Quoted Prices in Active Markets for Identical Assets (Level 1) Fair Value, Measurements, Nonrecurring The Shops at Kukui'ula Investment	Dec. 31, 2012 Quoted Prices in Active Markets for Identical Assets (Level 1) Fair Value, Measurements, Nonrecurring Santa Barbara landholdings	Dec. 31, 2012 Quoted Prices in Active Markets for Identical Assets (Level 1) Fair Value, Measurements, Nonrecurring Bakersfield (CA) joint venture		Dec. 31, 2011 Quoted Prices in Active Markets for Identical Assets (Level 1) Fair Value, Measurements, Nonrecurring Waiawa joint venture	Dec. 31, 2012 Significant Other Observable Inputs (Level 2) Fair Value, Measurements, Nonrecurring	Dec. 31, 2013 Significant Other Observable Inputs (Level 2) Fair Value, Measurements, Nonrecurring The Shops at Kukui'ula Investment	Dec. 31, 2012 Significant Other Observable Inputs (Level 2) Fair Value, Measurements, Nonrecurring Santa Barbara landholdings	Dec. 31, 2012 Significant Other Observable Inputs (Level 2) Fair Value, Measurements, Nonrecurring Bakersfield (CA) joint venture		Dec. 31, 2011 Significant Other Observable Inputs (Level 2) Fair Value, Measurements, Nonrecurring Waiawa joint venture	Dec. 31, 2012 Significant Un-observable Inputs (Level 3) Fair Value, Measurements, Nonrecurring	Dec. 31, 2013 Significant Un-observable Inputs (Level 3) Fair Value, Measurements, Nonrecurring The Shops at Kukui'ula Investment	Dec. 31, 2012 Significant Un-observable Inputs (Level 3) Fair Value, Measurements, Nonrecurring Santa Barbara landholdings	Dec. 31, 2012 Significant Un-observable Inputs (Level 3) Fair Value, Measurements, Nonrecurring Bakersfield (CA) joint venture		Dec. 31, 2011 Significant Un-observable Inputs (Level 3) Fair Value, Measurements, Nonrecurring Waiawa joint venture
Schedule of Equity Method Investments [Line Items]
Total fair value measurement as of year end								$ 12.9	$ 0	$ 5.9	$ 7.0	[1]	$ 1.6	$ 0	$ 0	$ 0	$ 0	[1]	$ 0	$ 0	$ 0	$ 0	$ 0	[1]	$ 0	$ 12.9	$ 6.3	$ 5.9	$ 7.0	[1]	$ 1.6
Total loss for the year	6.6	4.7	0	5.1	4.7	4.7	6.4	9.8	6.3	5.1	4.7	[1]	6.4
Total loss for the Year included equity in losses related to the write down of landholdings owned by the joint venture		$ 3.9

[1] The Total Loss for the Year includes equity in losses of $3.9 million related to the write down of landholdings owned by the joint venture.

XML

Investments in Affiliates (Notes)

12 Months Ended

Dec. 31, 2013

Equity Method Investments and Joint Ventures [Abstract]

Investments in Affiliates

INVESTMENTS IN AFFILIATES

At December 31, 2013 and 2012, investments consisted principally of equity in limited liability companies. The Company has the ability to exercise significant influence over the operating and financial policies of these investments and, accordingly, accounts for its investments using the equity method of accounting. The amount of the Company’s investment at December 31, 2013 that represents undistributed earnings of investments in affiliates was approximately $0.8 million. Dividends and distributions from unconsolidated affiliates totaled $6.6 million in 2013, $2.9 million in 2012 and $0.8 million for 2011. The Company’s investments in affiliates totaled $341.4 million and $319.9 million as of December 31, 2013 and 2012, respectively.

Operating results include the Company’s proportionate share of net income from its equity method investments. A summary of financial information for the Company’s equity method investments at December 31 is as follows (in millions):

	2013		2012
Current assets	$	43.5	$	23.7
Noncurrent assets	673.2		600.9
Total assets	$	716.7	$	624.6
Current liabilities	$	44.2	$	9.3
Noncurrent liabilities	107.9		120.2
Total liabilities	$	152.1	$	129.5

	Year Ended December 31,
	2013		2012			2011
Operating revenue	$	37.8	$	29.8		$	20.1
Operating costs and expenses	31.1		32.5			32.5
Operating (loss) income	$	6.7	$	(2.7	)	$	(12.4	)
Income (loss) from continuing operations	$	6.8	$	(11.5	)	$	(15.1	)
Net income (loss)	$	6.8	$	(11.5	)	$	(15.1	)

In April 2002, the Company entered into a joint venture with DMB Communities II, an affiliate of DMB Associates, Inc., an Arizona-based developer of master-planned communities (“DMB”), for the development of Kukui’ula, a master planned resort residential community located in Poipu, Kauai, planned for approximately 1,000 - 1,500 high-end residential units. The capital contributed by A&B to the joint venture, including the value of land initially contributed, net of joint venture earnings and losses, was $259.2 million as of December 31, 2013. Due to the joint venture’s obligation to complete improvements and amenities, the joint venture uses the percentage-of-completion method for revenue recognition. The Company does not have a controlling financial interest in the joint venture, but exercises significant influence over the operating and financial policies of the venture, and therefore, accounts for its investment using the equity method. Due to the complex nature of cash distributions to the members, net income of the joint venture is allocated to the members, including the Company, using the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, joint venture income or loss is allocated to the members based on the period change in each member’s claim on the net assets of the venture, excluding capital contributions and distributions made during the period.

The Company also had investments in various other joint ventures that operate or develop real estate. The Company does not have a controlling financial interest, but has the ability to exercise significant influence over the operating and financial policies of these joint ventures and, accordingly, accounts for its investments in these real estate ventures using the equity method of accounting.

On September 24, 2013, KDC LLC ("KDC"), a wholly owned subsidiary of the Company and member of Kukui'ula Village LLC ("Village"), entered into an Amended and Restated Limited Liability Company Agreement of Kukui'ula Village ("Agreement") with DMB Kukui'ula Village LLC ("DMB"), a Delaware limited liability company, as a member, and KKV Management LLC, a Hawaii limited liability company, as the manager and a member. Village owns and operates The Shops at Kukui'ula, a commercial retail center on the South shore of Kauai. At December 31, 2013, the assets and liabilities of Village were $43.3 million and $45.6 million, respectively.

Under the Agreement KDC assumed control of Village, and accordingly, consolidated Village's assets and liabilities at fair value, which included secured loans, which totaled approximately $44.0 million at December 31, 2013. Prior to the consolidation of the assets and liabilities of Village on September 24, 2013, the carrying value of the Company's investment in Village was approximately $6.3 million. Based on the other member's forfeiture of their interest in the joint venture for no consideration, there was an indication that the fair value of the Company's investment in Village was below its carrying value. Consequently, the Company wrote down its investment in Village in connection with the consolidation of Village in 2013.

During the second quarter of 2012, as a result of a change in its development strategy in connection with the Separation, A&B recorded non-cash impairments and equity losses totaling $9.8 million related to two of its three real estate development projects on the Mainland, of which $5.1 million relates to the Company’s Santa Barbara (CA) landholdings and $4.7 million relates to the Company’s joint venture investment in Bakersfield (CA) for a commercial development. The impairment write-downs to estimated fair values reflect the Company’s change to its development strategy to focus on development projects in Hawaii, and therefore, its related decision not to proceed with the development of these California real estate assets in the near term. In 2011, the Company recorded a $6.4 million reduction in the carrying value of its investment in Waiawa, a residential joint venture on Oahu, due to the joint venture’s termination of its development plans.

The fair values of the development projects that were written down were calculated based on valuation approaches that included the market approach, which utilized market comparables, as well as an expected cash flow approach in which cash flows under various scenarios are probability weighted and discounted to the present using an appropriate rate that corresponds to the timing of the cash flow.

The Company’s assets measured at fair value on a nonrecurring basis were as follows (in millions):

	Total Fair Value Measurement as of Year End		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Un-observable Inputs (Level 3)		Total Loss for the Year
Year Ended December 31, 2013
The Shops at Kukui'ula Investment	$	—	$	—	$	—	$	6.3	$	6.3
Year Ended December 31, 2012:
Santa Barbara landholdings	$	5.9	$	—	$	—	$	5.9	$	5.1
Bakersfield (CA) joint venture*	7.0		—		—		7.0		4.7
Total	$	12.9	$	—	$	—	$	12.9	$	9.8
Year Ended December 31, 2011:
Waiawa joint venture	$	1.6	$	—	$	—	$	1.6	$	6.4

* The Total Loss for the Year includes equity in losses of $3.9 million related to the write down of landholdings owned by the joint venture.

XML

Uncompleted Contracts (Notes)

12 Months Ended

Dec. 31, 2013

Contractors [Abstract]

Uncompleted Contracts

UNCOMPLETED CONTRACTS

Information related to uncompleted contracts as of December 31, 2013 is as follows:

	2013
Costs incurred on uncompleted contracts	$	135.8
Estimated earnings	26.6
Subtotal	162.4
Less: billings to date	156.3
Total	$	6.1
Included in accompanying balance sheet under the following captions:
Costs and estimated earnings in excess of billings on uncompleted contracts	$	10.5
Estimated billings in excess of costs and estimated earnings on uncompleted contracts	(4.4		)
Total	$	6.1

XML

Notes Payable and Long-Term Debt (Notes)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Notes Payable and Long-Term Debt

NOTES PAYABLE AND LONG-TERM DEBT

At December 31, 2013 and 2012, notes payable and long-term debt consisted of the following (in millions):

	2013			2012
Revolving Credit loans, (2.53% for 2013 and 2.07% for 2012)	$	112.1		$	5.0
Term Loans:
6.90%, payable through 2020	85.0			90.0
5.55%, payable through 2026	50.0			50.0
5.53%, payable through 2024	37.5			37.5
5.56%, payable through 2026	25.0			25.0
3.90%, payable through 2024	75.0			—
4.35%, payable through 2026	25.0			—
6.20%, payable through 2013, secured by Deere Valley Center	—			10.1
6.38%, payable through 2017, secured by Midstate 99 Distribution Ctr.	8.3			8.3
5.50%, payable through 2014, secured by Little Cottonwood Center	6.1			6.3
5.88%, payable through 2014, secured by Midstate 99 Distribution Ctr.	3.2			3.3
5.39%, payable through 2015, secured by Waianae Mall	19.9			—
5.89%, payable through 2016, secured by Pearl Highlands Center	61.8			—
2.08%, payable through 2021, secured by Kailua Town Center III (a)	11.3			—
2.84%, payable through 2016, secured by Kukui'ula Village (b)	44.0			—
2.80%, payable through 2016, secured by Kahala Estate Properties (c)	42.0			—
3.05%, payable through 2014, secured by Maui Mall (d)	60.0			—
3.31%, payable through 2018	8.0			—
2.00%, payable through 2018	2.9			—
2.65%, payable through 2016	1.8			—
5.00%, payable through 2014	0.3			—
5.19%, payable through 2019	11.9			—
1.17%, payable through 2021, secured by asphalt plant (e)	8.9			—
1.85%, payable through 2017	10.7			—
Total debt	710.7			235.5
Less debt (premium) discount	(1.8		)	—
Total debt (contractual)	708.9			235.5
Less current portion	(105.2		)	(15.5		)
Add debt premium (discount)	1.8			—
Long-term debt	$	605.5		$	220.0

(a) Loan has a stated interest rate of LIBOR plus 1.5%, but is swapped through maturity to a 5.95% fixed rate.

(b) Loan has a stated interest rate of LIBOR plus 2.66%.

(c) Loan has a stated interest rate of LIBOR plus 2.63%.

(d) Loan has a stated interest rate of LIBOR plus 3.00%. The loan was used as temporary financing for the acquisition of the Kailua Portfolio in December 2013. The loan was paid off with reverse 1031 proceeds from Maui Mall on January 6, 2014.

(e) Loan has a stated interest rate of LIBOR plus 1.0%, but is swapped through maturity to a 5.98% fixed rate.

Long-term Debt Maturities:At December 31, 2013, debt maturities during the next five years and thereafter, excluding amortization of debt discount or premium, are $105.2 million in 2014 (which includes a $60 million term loan paid off on January 6, 2014 with reverse 1031 proceeds from the sale of Maui Mall), $45.1 million in 2015, $166.7 million in 2016 (which includes $94.0 million of secured mortgage debt), $133.9 million for 2017 (which includes $95.0 million of revolving credit loans that mature in 2017), $31.9 million in 2018, and $226.1 million thereafter.

Revolving Credit Facilities:The Company has a revolving senior credit facility that provides for an aggregate $350 million, 5-year unsecured commitment ("A&B Senior Credit Facility"), with an uncommitted $100 million increase option. The facility expires in June 2017. The A&B Senior Credit Facility also provides for a $100 million sub-limit for the issuance of standby and commercial letters of credit and an $80 million sub-limit for swing line loans. Amounts drawn under the facilities bear interest at London Interbank Offered Rate (“LIBOR”) plus a margin based on a ratio of debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) pricing grid. The agreement contains certain restrictive covenants, the most significant of which requires the maintenance of minimum shareholders’ equity levels, minimum EBITDA to fixed charges ratio, maximum debt to total assets ratio, minimum unencumbered income-producing asset value to unencumbered debt ratio, and limitations on priority debt. At December 31, 2013, $95.0 million was outstanding, $11.4 million in letters of credit had been issued against the facilities, and $243.6 million remained available for borrowing.

The Company has a replenishing three-year unsecured note purchase and private shelf agreement with Prudential Investment Management, Inc. and its affiliates (collectively, “Prudential”) under which the Company may issue notes in an aggregate amount up to $300 million, less the sum of all principal amounts then outstanding on any notes issued by the Company or any of its subsidiaries to Prudential and the amounts of any notes that are committed under the note purchase agreement. The Prudential agreement contains certain restrictive covenants that are substantially the same as the covenants contained in the revolving senior credit facilities. The ability to draw additional amounts under the Prudential facility expires in June 2015 and borrowings under the shelf facility bear interest at rates that are determined at the time of the borrowing. At December 31, 2013, approximately $2.5 million was available under the facility.

At December 31, 2013, the Company had, at two subsidiaries, a $40.0 million line of credit that matures in August 2014 and a $4.0 million line of credit that matures in May 2014. Approximately $17.1 million was outstanding on the $40.0 million line of credit and there were no borrowings outstanding under the $4.0 million line of credit. The lines are collateralized by the respective subsidiaries' accounts receivable, inventory, and equipment. The Company and the noncontrolling interest holders are guarantors, on a several basis, for its pro rata share (based on membership interests) of borrowings under the line of credit.

The unused borrowing capacity under all revolving credit and term facilities as of December 31, 2013 totaled $246.1 million.

Real EstateSecured Term Debt: On December 18, 2013, the Company entered into a short-term facility ("Bridge Loan"), by and among A&B LLC, Bank of America, N.A., and other lenders party thereto, to finance a portion of the Company's $372.7 million purchase of the Kailua Portfolio. On December 20, 2013, the Company consummated the acquisition and borrowed $60 million under the Bridge Loan, which bears interest at LIBOR plus 3 percent. The Bridge Loan was paid off on January 6, 2014 with reverse 1031 proceeds from the disposition of Maui Mall. Additionally, in connection with the acquisition of the Kailua Portfolio, the Company assumed a $12.0 million mortgage note, which matures in September 2021, and an interest rate swap that effectively converts the floating rate debt to a fixed rate of 5.95 percent.

On December 16, 2013, Estates of Kahala LLC, a wholly owned subsidiary of the Company, entered into a non-recourse loan agreement (the "Loan Agreement") and promissory note ("Note") with First Hawaiian Bank ("Lender"). The $42.0 million loan is secured by 15 residential lots on Kahala Avenue on Oahu, three parcels in Windward Oahu, and an agricultural parcel on Maui. The Loan Agreement and Note require principal payments equal to 70 percent of the net sales proceeds from the sale of any of the secured properties. To the extent cumulative principal payments are less than $18 million after 18 months, the Company is required to make an additional principal payment, such that the remaining principal balance of the loan is less than or equal to $24 million. The loan bears interest at LIBOR plus 2.625 percent, matures on December 16, 2016, is prepayable without penalty, and provides for a one-year extension option, provided certain conditions are met. The loan also requires that the Company maintain a loan to value ratio below 65 percent for the properties secured.

On September 24, 2013, KDC LLC ("KDC"), a wholly owned subsidiary of A&B and a 50 percent member of Kukui'ula Village LLC ("Village"), entered into an Amended and Restated Limited Liability Company Agreement of Kukui'ula Village ("Agreement") with DMB Kukui'ula Village LLC ("DMB"), a Delaware limited liability company, as a member, and KKV Management LLC, a Hawaii limited liability company, as the manager and a member. Village owns and operates The Shops at Kukui'ula, a commercial retail center on the South shore of Kauai. Under the Agreement KDC assumed control of Village. Accordingly, A&B consolidated Village's assets and liabilities at fair value, which includes secured loans totaling approximately $51.2 million. The first loan, totaling $41.8 million (the "Real Estate Loan"), is secured by The Shops at Kukui'ula and 45 acres owned by Kukui'ula Development Company (Hawaii), LLC ("Kukui'ula"), in which KDC is a member. The second loan, totaling $9.4 million (the "Term Loan") is secured by a letter of credit. The Real Estate Loan and Term Loan were scheduled to mature on September 28, 2013. On September 25, 2013, Village entered into an agreement to extend the maturities of the loans to November 5, 2013, in order to finalize refinancing negotiations with the lender. In connection with the loan extensions, Village made a $5 million principal payment on the Real Estate Loan. On November 5, 2013, the Company refinanced the remaining $44.0 million of secured loans related to The Shops at Kukui'ula with new three-year term loans. The first loan, totaling $34.6 million, is secured by The Shops at Kukui'ula, 45 acres owned by Kukui'ula, in which KDC is a member, and an A&B guaranty. The loan bears interest at LIBOR plus 2.85 percent and requires principal amortization of $0.9 million per quarter. The second loan, totaling $9.4 million, is interest only, secured by a letter of credit, and bears interest at LIBOR plus 2.0 percent. The first loan contains guarantor covenants that mirror the covenants in A&B's $350 million revolving credit agreement.

On September 17, 2013, A & B Properties, Inc., a wholly owned subsidiary of the Company, closed the purchase of Pearl Highlands Center, a 415,400 square-foot, fee simple retail center in Pearl City, Oahu (the “Property”), for $82.2 million in cash and the assumption of a $59.3 million mortgage loan (the “Pearl Loan”), pursuant to the terms of the Real Estate Purchase and Sale Agreement, dated April 9, 2013, between PHSC Holdings, LLC and A&B Properties. The Pearl Loan, which is currently held by The Northwestern Mutual Life Insurance Company (the “Lender”), is secured by a Mortgage and Security Agreement, bears interest at 5.9 percent, and requires monthly payments of principal and interest totaling $0.4 million. A final balloon payment of $56.2 million is due on September 15, 2016.

On January 22, 2013, A&B completed the purchase of Waianae Mall, a 170,300 square-foot, 10-building retail center in Leeward Oahu, for $10.1 million in cash and the assumption of a $19.7 million loan (the “Loan”). The Promissory Note for the Loan is secured by a Mortgage, Assignment of Leases and Rents and Security Agreement, bears interest at 5.39 percent, and requires monthly payments of principal and interest totaling $0.1 million. A final balloon payment of $18.5 million is due on October 5, 2015. In connection with the loan assumption, the Company has also provided a limited guaranty for the payment of all obligations under the Loan. The guaranty is limited to 10 percent of the outstanding principal balance of the Loan upon the occurrence of an event of default, plus any cost incurred by the lender.

The approximate book values of assets used in the Real Estate segments pledged as collateral under the foregoing credit agreements at December 31, 2013 was $330.6 million. The approximate book values of assets used in the Natural Materials and Construction segment pledged as collateral under the foregoing credit agreements at December 31, 2013 was $41.2 million. There were no assets used in the Agribusiness segment that were pledged as collateral.

XML

Notes Payable and Long-Term Debt - Long-term Debt Maturities (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended				0 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Mortgages	Jan. 06, 2014 Subsequent Event	Dec. 31, 2013 Revolving Credit Facility Line of Credit
Debt Instrument [Line Items]
Maturity terms for long-term debts	5 years
Debts mature in 2014	$ 105.2
Repayment of term loan	380.3	257.2	145.9		60.0
Debts mature in 2015	45.1
Debts mature in 2016	166.7			94.0
Debts mature in 2017	133.9					95.0
Debts mature in 2018	31.9
Debts mature after 2018	$ 226.1

XML

Income Taxes - Income Tax Reconciliation (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Computed federal income tax expense	$ 8.3	$ 0	$ 0.4
State income taxes	1.0	(0.3)	(0.6)
Non-deductible transaction costs	1.6	1.7	0.8
Charitable contribution	(0.2)	(3.5)	0
Solar tax credits	0	(2.9)	0
Other—net	(2.2)	(2.6)	0.4
Total continuing operations tax expense (benefit)	$ 8.5	$ (7.6)	$ 1.0

XML

Notes Payable and Long-Term Debt - Real Estate Secured Term Debt (Details) (USD $)	12 Months Ended							12 Months Ended						1 Months Ended	0 Months Ended					0 Months Ended			0 Months Ended		1 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 20, 2013 Kaneohe Ranch Portfolio	Dec. 31, 2013 Kaneohe Ranch Portfolio Mortgages	Dec. 20, 2013 Kaneohe Ranch Portfolio Mortgages	Dec. 20, 2013 Bridge Loan Kaneohe Ranch Portfolio	Dec. 31, 2013 LIBOR Bridge Loan Kaneohe Ranch Portfolio	Nov. 05, 2013 KDC LLC Kukui'ula Village LLC acre	Sep. 24, 2013 KDC LLC Kukui'ula Village LLC	Dec. 31, 2013 KDC LLC Kukui'ula Village LLC Mortgages	Nov. 05, 2013 KDC LLC Kukui'ula Village LLC Mortgages	Sep. 24, 2013 KDC LLC Kukui'ula Village LLC Mortgages	Sep. 17, 2013 A&B Properties, Inc Pearl City sqft	Jan. 22, 2013 Parent Company Waianae Mall sqft Building	Nov. 05, 2013 First Mortgage KDC LLC Kukui'ula Village LLC Mortgages	Sep. 24, 2013 First Mortgage KDC LLC Kukui'ula Village LLC Mortgages acre	Nov. 05, 2013 First Mortgage KDC LLC LIBOR Kukui'ula Village LLC Mortgages	Sep. 24, 2013 Second Mortgage KDC LLC Kukui'ula Village LLC Mortgages	Nov. 05, 2013 Second Mortgage KDC LLC LIBOR Kukui'ula Village LLC Mortgages	Dec. 16, 2013 First Hawaiian Bank Estates of Kahala, LLC Parcel	Dec. 16, 2013 First Hawaiian Bank Estates of Kahala, LLC Residential_Lot	Dec. 16, 2013 First Hawaiian Bank Estates of Kahala, LLC Secured Debt	Dec. 16, 2013 First Hawaiian Bank Estates of Kahala, LLC LIBOR Secured Debt	Sep. 17, 2013 Northwestern Mutual Life Insurance Company A&B Properties, Inc Pearl City Mortgages	Dec. 16, 2013 Maximum First Hawaiian Bank Estates of Kahala, LLC Secured Debt	Dec. 31, 2013 Real estate	Dec. 31, 2013 Natural Materials and Construction	Dec. 31, 2013 Agribusiness	Dec. 31, 2013 Revolving Credit Facility A and B Senior Credit Facility
Debt Instrument [Line Items]
Fair value of consideration transferred				$ 372,700,000
Number of real estate properties															10						3	15
Face amount of debt							60,000,000
LIBOR								LIBOR								LIBOR				LIBOR				LIBOR
Basis spread on variable rate								3.00%										2.85%		2.00%				2.625%
Net of debt assumed in business combination						12,000,000								59,300,000	19,700,000
Fixed rate on derivative (in percents)					5.95%
Non-recourse secured debt																							42,000,000
Required principal payments, percentage of net sales proceeds from the sale of secured properties																							70.00%
Minimum cumulative principal payments after 18 months																							18,000,000
Maturity terms for long-term debts	5 years															3 years							18 months
Maximum cumulative principal payments after 18 months																							24,000,000
One-year extension option on debt (in years)																								1 year
Maximum percentage of loan to value ratio required to be maintained (in percents)																										65.00%
Percentage ownership member in property										50.00%
Secured debt amount											44,000,000	44,000,000	51,200,000			34,600,000	41,800,000	9,400,000	9,400,000
Area of real estate property									45					415,400	170,300		45
Repayment of term loan	380,300,000	257,200,000	145,900,000													5,000,000
Required periodic payment of principal																				900,000
Debt periodic principal payment frequency																				quarter
Revolving credit maximum borrowing capacity																														350,000,000
Cash consideration														82,200,000	10,100,000
Loan interest rate (in percent)															5.39%										5.90%
Monthly payment of principal and interest															100,000										400,000
Final balloon payment															18,500,000										56,200,000
Percentage of outstanding principal balance Guarantor is reliable for upon default (in percents)															10.00%
Book values of assets being pledged as collateral																											$ 330,600,000	$ 41,200,000	$ 0

XML

Notes Payable and Long-Term Debt (Details) (USD $) In Millions, unless otherwise specified																																																													12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Revolving Credit loans, (2.53% for 2013 and 2.07% for 2012)	Dec. 31, 2012 Revolving Credit loans, (2.53% for 2013 and 2.07% for 2012)	Dec. 31, 2013 6.90%, payable through 2020	Dec. 31, 2012 6.90%, payable through 2020	Dec. 31, 2013 5.55%, payable through 2026	Dec. 31, 2012 5.55%, payable through 2026	Dec. 31, 2013 5.53%, payable through 2024	Dec. 31, 2012 5.53%, payable through 2024	Dec. 31, 2013 5.56%, payable through 2026	Dec. 31, 2012 5.56%, payable through 2026	Dec. 31, 2013 3.90%, payable through 2024	Dec. 31, 2012 3.90%, payable through 2024	Dec. 31, 2013 4.35%, payable through 2026	Dec. 31, 2012 4.35%, payable through 2026	Dec. 31, 2013 6.20%, payable through 2013, secured by Deere Valley Center	Dec. 31, 2012 6.20%, payable through 2013, secured by Deere Valley Center	Dec. 31, 2013 6.38%, payable through 2017, secured by Midstate 99 Distribution Ctr.	Dec. 31, 2012 6.38%, payable through 2017, secured by Midstate 99 Distribution Ctr.	Dec. 31, 2013 5.50%, payable through 2014, secured by Little Cottonwood Center	Dec. 31, 2012 5.50%, payable through 2014, secured by Little Cottonwood Center	Dec. 31, 2013 5.88%, payable through 2014, secured by Midstate 99 Distribution Ctr.	Dec. 31, 2012 5.88%, payable through 2014, secured by Midstate 99 Distribution Ctr.	Dec. 31, 2013 5.39%, payable through 2015, secured by Waianae Mall	Dec. 31, 2012 5.39%, payable through 2015, secured by Waianae Mall	Dec. 31, 2013 5.89%, payable through 2016, secured by Pearl Highlands Center	Dec. 31, 2012 5.89%, payable through 2016, secured by Pearl Highlands Center	Dec. 31, 2013 2.08%, payable through 2021, secured by Kailua Town Center III (a)		Dec. 31, 2012 2.08%, payable through 2021, secured by Kailua Town Center III (a)		Dec. 31, 2013 2.84%, payable through 2016, secured by Kukui'ula Village (b)		Dec. 31, 2012 2.84%, payable through 2016, secured by Kukui'ula Village (b)		Dec. 31, 2013 2.80%, payable through 2016, secured by Kahala Estate Properties (c)		Dec. 31, 2012 2.80%, payable through 2016, secured by Kahala Estate Properties (c)		Dec. 31, 2013 3.05%, payable through 2014, secured by Maui Mall (d)		Dec. 31, 2012 3.05%, payable through 2014, secured by Maui Mall (d)		Dec. 31, 2013 3.31%, payable through 2018	Dec. 31, 2012 3.31%, payable through 2018	Dec. 31, 2013 2.00%, payable through 2018	Dec. 31, 2012 2.00%, payable through 2018	Dec. 31, 2013 2.65%, payable through 2016	Dec. 31, 2012 2.65%, payable through 2016	Dec. 31, 2013 5.00%, payable through 2014	Dec. 31, 2012 5.00%, payable through 2014	Dec. 31, 2013 5.19%, payable through 2019	Dec. 31, 2012 5.19%, payable through 2019	Dec. 31, 2013 1.17%, payable through 2021, secured by asphalt plant (e)		Dec. 31, 2012 1.17%, payable through 2021, secured by asphalt plant (e)		Dec. 31, 2013 1.85%, payable through 2017	Dec. 31, 2012 1.85%, payable through 2017	Dec. 31, 2013 LIBOR 2.08%, payable through 2021, secured by Kailua Town Center III (a)	Dec. 31, 2013 LIBOR 2.84%, payable through 2016, secured by Kukui'ula Village (b)	Dec. 31, 2013 LIBOR 2.80%, payable through 2016, secured by Kahala Estate Properties (c)	Dec. 31, 2013 LIBOR 3.05%, payable through 2014, secured by Maui Mall (d)	Dec. 31, 2013 LIBOR 1.17%, payable through 2021, secured by asphalt plant (e)
Notes payable and long-term debt
Total debt	$ 710.7	$ 235.5	$ 112.1	$ 5.0	$ 85.0	$ 90.0	$ 50.0	$ 50.0	$ 37.5	$ 37.5	$ 25.0	$ 25.0	$ 75.0	$ 0	$ 25.0	$ 0	$ 0	$ 10.1	$ 8.3	$ 8.3	$ 6.1	$ 6.3	$ 3.2	$ 3.3	$ 19.9	$ 0	$ 61.8	$ 0	$ 11.3	[1]	$ 0	[1]	$ 44.0	[2]	$ 0	[2]	$ 42.0	[3]	$ 0	[3]	$ 60.0	[4]	$ 0	[4]	$ 8.0	$ 0	$ 2.9	$ 0	$ 1.8	$ 0	$ 0.3	$ 0	$ 11.9	$ 0	$ 8.9	[5]	$ 0	[5]	$ 10.7	$ 0
Less debt (premium) discount	(1.8)	0
Total debt (contractual)	708.9	235.5
Less current portion	(105.2)	(15.5)
Add debt premium (discount)	1.8	0
Long-term debt	$ 605.5	$ 220.0
LIBOR																																																													LIBOR	LIBOR	LIBOR	LIBOR	LIBOR
Basis spread on variable rate																																																													1.50%	2.66%	2.625%	3.00%	1.00%
Fixed rate on derivative (in percents)																													5.95%																										5.98%

[1] Loan has a stated interest rate of LIBOR plus 1.5%, but is swapped through maturity to a 5.95% fixed rate

[2] Loan has a stated interest rate of LIBOR plus 2.66%.

[3] Loan has a stated interest rate of LIBOR plus 2.63%.

[4] Loan has a stated interest rate of LIBOR plus 3.00%. The loan was used as temporary financing for the acquisition of the Kailua Portfolio in December 2013. The loan was paid off with reverse 1031 proceeds from Maui Mall on January 6, 2014.

[5] Loan has a stated interest rate of LIBOR plus 1.0%, but is swapped through maturity to a 5.98% fixed rate

XML

Commitments and Contingencies (Details) (USD $)	12 Months Ended						12 Months Ended			12 Months Ended
	Dec. 31, 2013	Dec. 31, 2013 Standby letters of credit		Dec. 31, 2013 Performance and customs bonds		Dec. 31, 2013 Performance Bond	Dec. 31, 2013 Indemnification Agreement	Sep. 30, 2013 Indemnification Agreement	Sep. 30, 2013 Long Term Water Lease Request License acre	Dec. 31, 2013 Petitions Filed Requesting IIFS In West Maui Streams	Sep. 30, 2013 Petitions Filed Requesting IIFS In West Maui Streams	Jul. 31, 2010 Petitions Filed Requesting IIFS In West Maui Streams Organization	Jun. 30, 2010 Petitions Filed Requesting IIFS In West Maui Streams Petition	Jun. 25, 2004 Petitions Filed Requesting IIFS In West Maui Streams Organization Stream	May 31, 2010 Petitions Filed Requesting IIFS In East Maui Streams Petition	Sep. 25, 2008 Petitions Filed Requesting IIFS In East Maui Streams Petition	May 24, 2001 Petitions Filed Requesting IIFS In East Maui Streams Stream	Mar. 31, 2011 Unfavorable Regulatory Action Boiler	Jun. 30, 2011 Employment Lawsuit Farm
Loss Contingencies [Line Items]
Commitments and financial arrangements		$ 11,400,000	[1]	$ 404,100,000	[2]	$ 380,500,000
Guarantor obligations, maximum exposure								10,000,000
Maturity date							Aug. 31, 2015
Watershed lands in East Maui owned (in acres)									16,000
Number of water licenses held and extended as revocable permits									4
Additional watershed lands accessible by licenses (in acres)									30,000
Capacity of irrigation water supplied by additional watershed lands (in percent)									58.00%
Period provided by irrigation system										10 years
Number of streams for which IIFS was requested														4			27
Number of petitions on which the Water Commission took action													2		19	8
Number of organizations that filed a petition to establish IIFS												2		2
Approximate percentage of irrigation water provided by the West Maui irrigation system (in percent)											15.00%
Number of boilers impacted by EPA standards																		3
Compliance deadline for assessing carbon monoxide emission	3 years
Option for states to grant extension for assessing carbon monoxide emissions	1 year
Estimated compliance costs for assessing carbon monoxide emissions	$ 5,000,000
Number of other farms involved in an employment lawsuit																			5

[1] Consists of standby letters of credit, issued by the Company’s lenders under the Company’s revolving credit facilities, and relate primarily to the Company’s real estate activities. In the event the letters of credit are drawn upon, the Company would be obligated to reimburse the issuer of the letter of credit. None of the letters of credit has been drawn upon to date, and the Company believes it is unlikely that any of these letters of credit will be drawn upon.

[2] Represents bonds related to construction and real estate activities in Hawaii. Approximately $380.5 million is related to construction bonds issued by third party sureties (bid, performance, and payment bonds) and the remainder is related to commercial bonds issued by third party sureties (permit, subdivision, license, and notary bonds). In the event the bonds are drawn upon, the Company would be obligated to reimburse the surety that issued the bond. None of the bonds has been drawn upon to date, and the Company believes it is unlikely that any of these bonds will be drawn upon.

XML

Notes Payable and Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Notes Payable and Long-Term Debt

At December 31, 2013 and 2012, notes payable and long-term debt consisted of the following (in millions):

	2013			2012
Revolving Credit loans, (2.53% for 2013 and 2.07% for 2012)	$	112.1		$	5.0
Term Loans:
6.90%, payable through 2020	85.0			90.0
5.55%, payable through 2026	50.0			50.0
5.53%, payable through 2024	37.5			37.5
5.56%, payable through 2026	25.0			25.0
3.90%, payable through 2024	75.0			—
4.35%, payable through 2026	25.0			—
6.20%, payable through 2013, secured by Deere Valley Center	—			10.1
6.38%, payable through 2017, secured by Midstate 99 Distribution Ctr.	8.3			8.3
5.50%, payable through 2014, secured by Little Cottonwood Center	6.1			6.3
5.88%, payable through 2014, secured by Midstate 99 Distribution Ctr.	3.2			3.3
5.39%, payable through 2015, secured by Waianae Mall	19.9			—
5.89%, payable through 2016, secured by Pearl Highlands Center	61.8			—
2.08%, payable through 2021, secured by Kailua Town Center III (a)	11.3			—
2.84%, payable through 2016, secured by Kukui'ula Village (b)	44.0			—
2.80%, payable through 2016, secured by Kahala Estate Properties (c)	42.0			—
3.05%, payable through 2014, secured by Maui Mall (d)	60.0			—
3.31%, payable through 2018	8.0			—
2.00%, payable through 2018	2.9			—
2.65%, payable through 2016	1.8			—
5.00%, payable through 2014	0.3			—
5.19%, payable through 2019	11.9			—
1.17%, payable through 2021, secured by asphalt plant (e)	8.9			—
1.85%, payable through 2017	10.7			—
Total debt	710.7			235.5
Less debt (premium) discount	(1.8		)	—
Total debt (contractual)	708.9			235.5
Less current portion	(105.2		)	(15.5		)
Add debt premium (discount)	1.8			—
Long-term debt	$	605.5		$	220.0

(a) Loan has a stated interest rate of LIBOR plus 1.5%, but is swapped through maturity to a 5.95% fixed rate.

(b) Loan has a stated interest rate of LIBOR plus 2.66%.

(c) Loan has a stated interest rate of LIBOR plus 2.63%.

(d) Loan has a stated interest rate of LIBOR plus 3.00%. The loan was used as temporary financing for the acquisition of the Kailua Portfolio in December 2013. The loan was paid off with reverse 1031 proceeds from Maui Mall on January 6, 2014.

(e) Loan has a stated interest rate of LIBOR plus 1.0%, but is swapped through maturity to a 5.98% fixed rate

XML

Significant Accounting Policies - Earnings Per Share (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings Per Share Reconciliation [Abstract]
Income from continuing operations	$ 15.2	$ (2.8)	$ 2.7	$ 0	$ 6.2	$ 10.8	$ (7.0)	$ (2.3)	$ 15.1	$ 7.7	$ 0.2
Income attributable to noncontrolling interest									(0.5)	0	0
Income from continuing operations, net of tax									$ 14.6	$ 7.7	$ 0.2
Weighted Average Number Diluted Shares Outstanding Adjustment [Abstract]
Denominator for basic EPS - weighted average shares outstanding	48.6	43.1	43.1	43.0	42.9	42.6	42.4	42.4	44.4	42.6	42.4
Employee/director stock options and restricted stock units (in shares)									0.7	0.3	0
Weighted Average Number of Shares Outstanding, Diluted	49.2	43.8	43.7	43.6	43.5	43.3	42.4	42.4	45.1	42.9	42.4

XML

Share-Based Awards (Notes)

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Awards

SHARE-BASED AWARDS

2012 Incentive Compensation Plan (“2012 Plan”): The 2012 Incentive Compensation Plan, which became effective as of the Separation with Matson, allows for the granting of stock options, restricted stock units, and common stock. Under the 2012 Plan, 4.3 million shares of common stock were initially reserved for issuance, and as of December 31, 2013, 1.5 million shares of the Company’s common stock remained available for future issuance, which is reflective of a 2.7 million share reduction for outstanding equity awards replaced in the Separation. The shares of common stock authorized to be issued under the 2012 Plan may be drawn from the shares of the Company’s authorized but unissued common stock or from shares of its common stock that the Company acquires, including shares purchased on the open market or private transactions.

The 2012 Plan consists of four separate incentive compensation programs: (i) the discretionary grant program, (ii) the stock issuance program, (iii) the incentive bonus program and (iv) the automatic grant program for the non-employee members of the Company’s Board of Directors. Share-based compensation is generally awarded under three of the four programs, as more fully described below.

Discretionary Grant Program – Under the Discretionary Grant Program, stock options may be granted with an exercise price no less than 100 percent of the fair market value (defined as the closing market price) of the Company’s common stock on the date of the grant. Options generally become exercisable ratably over three years and have a maximum contractual term of 10 years.

Stock Issuance Program – Under the Stock Issuance Program, shares of common stock or restricted stock units may be granted. Equity awards granted may be designated as time-based or performance-based.

Automatic Grant Program –At each annual shareholder meeting, non-employee directors will receive an award of restricted stock units that entitle the holder to an equivalent number of shares of common stock upon vesting. Awards of restricted stock units granted under the program generally vest ratably over three years.

There were no option grants in 2013, and the Company currently does not expect to issue options in the future. Activity in the Company’s stock option plans in 2013 was as follows (in thousands, except weighted average exercise price and weighted average contractual life):

	2012 Plan		Weighted Average Exercise Price	Weighted Average Contractual Life	Aggregate Intrinsic Value
Outstanding, January 1, 2013	1,722.7		$19.41
Exercised	(377.1	)	$20.09
Forfeited and expired	(8.3	)	$21.21
Outstanding, December 31, 2013	1,337.3		$19.21	5.3	$29,841
Vested or expected to vest	1,323.9		$19.21	5.3	$29,542
Exercisable, December 31, 2013	1,148.6		$18.87	4.9	$26,012

The following table summarizes 2013 non-vested restricted stock unit activity (in thousands, except weighted average grant-date fair value amounts):

	2012 Plan Restricted Stock Units		Weighted Average Grant-Date Fair Value
Outstanding, January 1, 2013	330.0		$20.43
Granted	121.1		$34.12
Vested	(156.5	)	$18.57
Canceled	(52.3	)	$22.96
Outstanding, December 31, 2013	242.3		$27.92

A portion of the restricted stock unit awards are time-based awards that vest ratably over three years. The remaining portion of the awards represents market-based awards that cliff vest after two years, provided that the total shareholder return of the Company’s common stock over the two-year measurement period meets or exceeds pre-defined levels of relative total shareholder returns of the Standard & Poor’s MidCap 400 index. The fair values of the time-based restricted stock units and performance share units were valued based on the Company's stock price on the date of grant. The weighted average fair value of the time-based restricted stock units and performance share units was $34.12 in 2013 and $20.23 in 2012.

     A summary of compensation cost related to share-based payments is as follows (in millions):

	2013			2012			2011
Share-based expense (net of estimated forfeitures):
Stock options	$	0.7		$	1.1		$	1.2
Incremental share-based compensation cost related to separation	0.5			1.2			—
Non-vested stock & restricted stock units	3.0			3.1			3.6
Total share-based expense	4.2			5.4			4.8
Total recognized tax benefit	(1.3		)	(1.8		)	(1.2		)
Share-based expense (net of tax)	$	2.9		$	3.6		$	3.6
Cash received upon option exercise	$	7.6		$	20.9		$	6.1
Intrinsic value of options exercised	$	6.7		$	13.4		$	3.5
Tax benefit realized upon option exercise	$	2.5		$	2.3		$	1.3
Fair value of stock vested	$	5.2		$	4.2		$	5.5

XML

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation: The consolidated financial statements include the accounts of the Company and all wholly owned and controlled subsidiaries, after elimination of intercompany amounts. Investments in businesses, partnerships, and limited liability companies in which the Company does not have a controlling financial interest, but has the ability to exercise significant influence, are accounted for under the equity method. A controlling financial interest is one in which the Company has a majority voting interest or one in which the Company is the primary beneficiary of a variable interest entity. In determining whether the Company is the primary beneficiary of a variable interest entity in which it has an interest, the Company is required to make significant judgments with respect to various factors including, but not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance, the rights and ability of other investors to participate in decisions affecting the economic performance of the entity, and kick-out rights, among others. Activities that significantly affect the economic performance of the entities in which the Company has an interest include, but are not limited to, establishing and modifying detailed business, development, marketing and sales plans, approving and modifying the project budget, approving design changes and associated overruns, if any, and approving project financing, among others. The Company has not consolidated any variable interest entity in which the Company does not also have voting control because it has determined that it is not the primary beneficiary since decisions to direct the activities that most significantly impact the entity’s performance are shared by the joint venture partners.

The consolidated financial statements include the results of GP/RM, a supplier in the precast concrete industry, and GLP Asphalt, LLC, an importer and distributor of liquid asphalt, which are owned 51% and 70%, respectively. These entities are consolidated because the Company holds a controlling financial interest through its majority ownership of the voting interests of the entities. The remaining interest in these entities is reported as noncontrolling interest in the consolidated financial statements. Profits, losses, and cash distributions are allocated in accordance with the respective operating agreement.

Use of Estimates

Use of Estimates:The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported. Estimates and assumptions are used for, but not limited to: (i) asset impairments, including intangible assets and goodwill, (ii) legal and environmental contingencies, (iii) revenue recognition for long-term real estate developments and construction contracts, (iv) pension and postretirement estimates and (v) income taxes. Future results could be materially affected if actual results differ from these estimates and assumptions.

Cash and Cash Equivalents

Cash and Cash Equivalents: Cash equivalents consist of highly liquid investments with a maturity of three months or less at the date of purchase. The Company carries these investments at cost, which approximates fair value. Outstanding checks in excess of funds on deposit totaled $2.2 million at December 31, 2012 and are reflected as current liabilities in the consolidated balance sheets.

Fair Value of Financial Instruments

Fair Value of Financial Instruments: The fair values of cash and cash equivalents, receivables and short-term borrowings approximate their carrying values due to the short-term nature of the instruments. The carrying amount and fair value of the Company’s debt at December 31, 2013 was $710.7 million and $723.2 million, respectively, and $235.5 million and $249.0 million at December 31, 2012, respectively. The fair value of debt is calculated by discounting the future cash flows of the debt at rates based on instruments with similar risk, terms and maturities as compared to the Company’s existing debt arrangements (level 2).

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts: Allowances for doubtful accounts are established by management based on estimates of collectability. Estimates of collectability are principally based on an evaluation of the current financial condition the Company’s customers and their payment history, which are regularly monitored by the Company.

Operating Cycle

Operating Cycle: The Company uses the duration of the construction contracts that range from one year to three years as its operating cycle for purposes of classifying assets and liabilities related to contracts. Accounts receivable and contracts retention collectible after one year related to the Natural Materials and Construction segment are included in current assets in the consolidated balance sheets and amounted to $5.7 million as of December 31, 2013. Accounts and contracts payable related to the Natural Materials and Construction segment payable after one year are included in current liabilities in the consolidated balance sheets and amounted to $0.6 million as of December 31, 2013.

Inventories

Inventories: Sugar inventories are stated at the lower of cost (first-in, first-out basis) or market value. Materials and supplies and Natural Materials and Construction segment inventory are stated at the lower of cost (principally average cost, first-in, first-out basis) or market value.

Property

Property: Property is stated at cost, net of accumulated depreciation and amortization. Expenditures for major renewals and betterments are capitalized. Replacements, maintenance, and repairs that do not improve or extend asset lives are charged to expense as incurred. Upon acquiring commercial real estate that is deemed a business, the Company records land, buildings, leases above and below market, and other intangible assets based on their fair values. Costs related to due diligence are expensed as incurred.

Depreciation

Depreciation: Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets or the units-of-production method for quarry production-related assets. Estimated useful lives of property are as follows:

Classification	Range of Life (in years)
Buildings	10 to 40
Water, power and sewer systems	5 to 50
Rock crushing and asphalt plants	25 to 35
Machinery and equipment	2 to 35
Other property improvements	3 to 35

Real Estate Developments

Real Estate Developments: Expenditures for real estate developments are capitalized during construction and are classified as real estate developments on the consolidated balance sheets. When construction is substantially complete, the costs are reclassified as either Real Estate Held for Sale or Property, based upon the Company’s intent to either sell the completed asset or to hold it as an investment property, respectively. Cash flows related to real estate developments are classified as either operating or investing activities, based upon the Company’s intention to sell the property or to retain ownership of the property as an investment following completion of construction.

For development projects, capitalized costs are allocated using the direct method for expenditures that are specifically associated with the unit being sold and the relative-sales-value method for expenditures that benefit the entire project. Capitalized development costs typically include costs related to land acquisition, grading, roads, water and sewage systems, landscaping, capitalized interest, and project amenities. Direct overhead costs incurred after the development project is substantially complete, such as utilities, maintenance, and real estate taxes, are charged to selling, general, and administrative expense as incurred. All indirect overhead costs are charged to selling, general, and administrative costs as incurred.

Capitalized Interest

Capitalized Interest: Interest costs incurred in connection with significant expenditures for real estate developments, the construction of assets, or investments in real estate joint ventures are capitalized during the period in which activities necessary to get the asset ready for its intended use are in progress. Capitalization of interest is discontinued when the asset is substantially complete and ready for its intended use. Capitalization of interest on investments in real estate joint ventures is recorded until the underlying investee commences its principal operations, which is typically when the investee has other-than-ancillary revenue generation.

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets: Long-lived assets, including finite-lived intangible assets, are reviewed for possible impairment when events or circumstances indicate that the carrying value may not be recoverable. In such an evaluation, the estimated future undiscounted cash flows generated by the asset are compared with the amount recorded for the asset to determine if its carrying value is not recoverable. If this review determines that the recorded value will not be recovered, the amount recorded for the asset is reduced to estimated fair value. These asset impairment analyses are highly subjective because they require management to make assumptions and apply considerable judgments to, among others, estimates of the timing and amount of future cash flows, expected useful lives of the assets, uncertainty about future events, including changes in economic conditions, changes in operating performance, changes in the use of the assets, and ongoing costs of maintenance and improvements of the assets, and thus, the accounting estimates may change from period to period. If management uses different assumptions or if different conditions occur in future periods, the Company’s financial condition or its future operating results could be materially impacted.

During the second quarter of 2012, as a result of a change in its development strategy as part of the Separation, A&B recorded a $5.1 million non-cash impairment related to its Santa Barbara (CA) landholdings. The impairment loss recorded to reduce the carrying amount to the estimated fair value reflects the change to the Company’s development strategy, following Separation, to focus on development projects in Hawaii, and therefore, its related decision not to proceed with the development of Santa Barbara landholdings in the near term. The impairment of the Santa Barbara landholdings are classified within Operating costs and expenses in the consolidated statements of income. No material impairment charges were recorded in 2013 or 2011.

Impairment of Investments

Impairment of Investments: The Company’s investments in unconsolidated affiliates are reviewed for impairment whenever there is evidence that fair value may be below carrying cost. An investment is written down to fair value if fair value is below carrying cost and the impairment is other-than-temporary. In evaluating the fair value of an investment and whether any identified impairment is other-than-temporary, significant estimates and considerable judgments are involved. These estimates and judgments are based, in part, on the Company’s current and future evaluation of economic conditions in general, as well as a joint venture’s current and future plans. Additionally, these impairment calculations are highly subjective because they also require management to make assumptions and apply judgments to estimates regarding the timing and amount of future cash flows, probabilities related to various cash flow scenarios, and appropriate discount rates based on the perceived risks, among others. In evaluating whether an impairment is other-than-temporary, the Company considers all available information, including the length of time and extent of the impairment, the financial condition and near-term prospects of the affiliate, the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value, and projected industry and economic trends, among others. Changes in these and other assumptions could affect the projected operational results and fair value of the unconsolidated affiliates, and accordingly, may require valuation adjustments to the Company’s investments that may materially impact the Company’s financial condition or its future operating results. For example, if current market conditions deteriorate significantly or a joint venture’s plans change materially, impairment charges may be required in future periods, and those charges could be material.

In September 2013, the Company entered into an Amended and Restated Limited Liability Company Agreement of Kukui'ula Village ("Agreement") with DMB Kukui'ula Village LLC ("DMB"). Under the Agreement, the Company assumed financial and operational control of Kukui'ula Village LLC ("Village") and consolidated the assets and liabilities of Village at fair value, resulting in a $6.3 million write down of its investment in the joint venture. During the second quarter of 2012, as a result of a change in its development strategy as part of the Separation, A&B recorded an impairment loss and equity losses totaling $4.7 million related to its joint venture investment in Bakersfield (CA) for a commercial development. The recognition of the impairment loss reduced the carrying amount of the investment to its estimated fair value and reflected the change in the Company’s development strategy to focus on development projects in Hawaii, and therefore, its related decision not to proceed with the development of California real estate assets in the near term. In 2011, A&B recorded a $6.4 million reduction in the carrying value of its investment in Waiawa, a residential joint venture on Oahu, due to the joint venture’s termination of its development plans. The impairment loss and equity losses of the Company’s investments are classified as Impairment and equity losses related to joint ventures in the consolidated statements of income.

Weakness in particular real estate markets, difficulty in obtaining or renewing project-level financing or development approvals, and changes in the Company’s development strategy, among other factors, may affect the value or feasibility of certain development projects owned by the Company or by its joint ventures and could lead to additional impairment charges in the future.

Intangible Assets

Intangible Assets: Intangibles are recorded on the consolidated balance sheets as other non-current assets and are related to the acquisition of commercial properties and the acquisition of Grace on October 1, 2013. Intangible assets include permitted rights to operate a quarry (remaining life of 19.0 years), values assigned to lease contracts in-place (remaining lives ranging from 1.0 - 48.0 years), property leases with favorable terms where the estimated market rents exceeds the Company's contractual lease rent payments (remaining lives of 1.0 - 25.0 years), and contract backlog (remaining life of 2.5 years).

Goodwill

Goodwill: The Company recorded $90.3 million of goodwill in connection with the acquisition of Grace on October 1, 2013. Additionally, the Company recorded $9.3 million of goodwill in the Real Estate Leasing reporting unit in connection with the consolidation of The Shops at Kukui'ula. The Grace and The Shops at Kukui'ula goodwill is not expected to be deductible for tax purposes and the assignment of goodwill from the Grace acquisition to reporting units has not yet been completed. The Company reviews goodwill for potential impairment on an annual basis and whenever changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

Revenue Recognition

Revenue Recognition: The Company has a wide variety of revenue sources, including, property sales, commercial property rentals, natural material sales, construction contracting, and the sales of raw sugar and molasses. Before recognizing revenue, the Company assesses the underlying terms of the transaction to ensure that recognition meets the requirements of relevant accounting standards. In general, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of the service or product has occurred, the sales price is fixed or determinable, and collectability is reasonably assured.

Real Estate Sales Revenue Recognition: Real Estate Sales Revenue represents proceeds from the sale of a variety of real estate development inventory (which is classified as held for sale upon completion). Real estate development inventory held for sale may include industrial lots, residential lots, condominium units, single-family homes, and multi-family homes. Sales are recorded when the risks and rewards of ownership have passed to the buyers (generally on closing dates), adequate initial and continuing investments have been received, and collection of remaining balances, if any, is reasonably assured. For certain development projects that have continuing post-closing involvement and for which total revenue and capital costs are reasonably estimable, the Company uses the percentage-of-completion method for revenue recognition. Under this method, the amount of revenue recognized is based on development costs that have been incurred through the reporting period as a percentage of total expected development cost associated with the development project. This generally results in a stabilized gross margin percentage, but requires significant judgment and estimates.

Real Estate Leasing Revenue Recognition: Real estate leasing revenue is recognized on a straight-line basis over the terms of the related leases, including periods for which no rent is due (typically referred to as “rent holidays”). Differences between revenues recognized and amounts due under respective lease agreements are recorded as increases or decreases, as applicable, to deferred rent receivable. Also included in rental revenue are certain tenant reimbursements and percentage rents determined in accordance with the terms of the leases. Income arising from tenant rents that are contingent upon the sales of the tenant exceeding a defined threshold are recognized only after the contingency has been resolved (e.g., sales thresholds have been achieved).

Construction Contracts and Related Products Revenue Recognition: Grace generates revenue primarily from natural material sales and paving contracts. The recognition of revenue is based on the underlying terms of the transaction.

Natural Materials - Revenues from natural material sales, which include basalt aggregate, liquid asphalt, and imported sand and aggregates, are recognized when title to the product and risk of loss passes to third parties (generally this occurs when the product is picked up by customers or their agents) and when collection is reasonably assured.

Construction - A majority of paving contracts are performed for Hawaii state, federal, and county governments. Earnings on paving contracts are generally recognized using the percentage-of-completion method with progress toward completion measured on the basis of units (tons, cubic yards, square yards or square feet) of work completed as of a specific date to an estimate of the total units of work to be delivered under each contract. Grace uses this method as its management considers units of work completed to be the best available measure of progress on contracts. Contracts in progress are reviewed regularly, and sales and earnings may be adjusted based on revisions to assumption and estimates, including, but not limited to, revisions to job performance, job conditions, changes to the scope of work, estimated contract costs, progress toward completion, changes in internal and external factors or conditions and final contract settlement. Contract costs include all direct material, labor, equipment utilization, hired truckers, traffic control, bonds and subcontract costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, field office rentals, utilities, certain repair costs and other expenses attributable to the contracts. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses become evident.

Sugar and Molasses Revenue Recognition: Revenue from sugar sales is recorded when title to the product and risk of loss passes to third parties (generally this occurs when the product is shipped or delivered to customers) and when collection is reasonably assured.

Agricultural Costs

Agricultural Costs: Costs of growing and harvesting sugar cane are charged to the cost of inventory in the year incurred and to cost of sales as sugar is sold.

Discontinued Operations

Discontinued Operations: The sales of certain income-producing assets are classified as discontinued operations if the operations and cash flows of the assets clearly can be distinguished from the remaining assets of the Company, if cash flows for the assets have been, or will be, eliminated from the ongoing operations of the Company, if the Company will not have a significant continuing involvement in the operations of the assets sold, and if the amount is considered material. Certain assets that are “held-for-sale,” based on the likelihood and intention of selling the property within 12 months, are also treated as discontinued operations. Upon reclassification, depreciation ceases on assets reclassified as “held-for-sale.” Sales of land not under lease and residential houses and lots are generally considered inventory and are not included in discontinued operations.

Employee Benefit Plans

Employee Benefit Plans: The Company provides a wide range of benefits to existing employees and retired employees, including single-employer defined benefit plans, postretirement, defined contribution plans, post-employment and health care benefits. The Company records amounts relating to these plans based on various actuarial assumptions, including discount rates, assumed rates of return, compensation increases, turnover rates and health care cost trend rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current economic conditions and trends. The Company believes that the assumptions utilized in recording obligations under the Company’s plans, which are presented in Note 12, “Employee Benefit Plans,” are reasonable based on its experience and on advice from its independent actuaries; however, differences in actual experience or changes in the assumptions may materially affect the Company’s financial position or results of operations.

Share-based Compensation

Share-Based Compensation: The Company records compensation expense for all share-based payment awards made to employees and directors. The Company’s various equity plans are more fully described in Note 14.

Earnings Per Share

Earnings Per Share (“EPS”): The following table provides a reconciliation of income from continuing operations to income from continuing operations attributable to A&B (in millions):

	2013			2012		2011
Income from continuing operations	$	15.1		$	7.7	$	0.2
Noncontrolling interest	(0.5		)	—		—
Income from continuing operations attributable to A&B	$	14.6		$	7.7	$	0.2

The computation of basic and diluted earnings per common share for all periods prior to Separation is calculated using the number of shares of A&B common stock outstanding on July 2, 2012, the first day of trading following the June 29, 2012 distribution of A&B common stock to Holdings shareholders, as if those shares were outstanding for those periods. For all periods prior to Separation, there were no dilutive shares because no actual A&B shares or share-based awards were outstanding prior to the Separation.

The number of shares used to compute basic and diluted earnings per share is as follows (in millions):

	2013	2012	2011
Denominator for basic EPS - weighted average shares outstanding	44.4	42.6	42.4
Effect of dilutive securities:
Outstanding stock options and restricted stock units	0.7	0.3	—
Denominator for diluted EPS - weighted average shares outstanding	45.1	42.9	42.4

Basic earnings per share is computed based on the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed based on the weighted-average number of common shares outstanding adjusted by the number of additional shares, if any, that would have been outstanding had the potentially dilutive common shares been issued. Potentially dilutive shares of common stock include non-qualified stock options and restricted stock units.

Income Taxes

Income Taxes: The Company was included in the consolidated tax return of Matson, Inc. (formerly Alexander & Baldwin Holdings, Inc.) for results occurring prior to June 30, 2012. Subsequent to June 30, 2012, the Company reported as a separate taxpayer. The current and deferred income tax expense recorded prior to June 30, 2012 in the consolidated financial statements has been determined by applying the provisions of ASC 740 as if the Company were a separate taxpayer.

The Company makes certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are applied in the calculation of tax credits, tax benefits and deductions, and in the calculation of certain deferred tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and deferred tax liabilities are adjusted to the extent necessary to reflect tax rates expected to be in effect when the temporary differences reverse. Adjustments may be required to deferred tax assets and deferred tax liabilities due to changes in tax laws and audit adjustments by tax authorities. To the extent adjustments are required in any given period, the adjustments would be included within the tax provision in the consolidated statements of income or balance sheets. The Company records a liability for uncertain tax positions not deemed to meet the more-likely-than-not threshold. The Company did not have material uncertain tax positions as of December 31, 2013 and 2012.

The Company has not recorded a valuation allowance for its deferred tax assets. A valuation allowance would be established if, based on the weight of available evidence, management believes that it is more likely than not that some portion or all of a recorded deferred tax asset would not be realized in future periods.

Comprehensive Income

Comprehensive Income: Comprehensive income includes all changes in equity, except those resulting from transactions with shareholders. Accumulated other comprehensive loss principally includes amortization of deferred pension and postretirement costs.

Environmental Costs

Environmental Costs: Environmental exposures are recorded as a liability and charged to operations when an environmental liability has been incurred and can be reasonably estimated. If the aggregate amount of the liability and the amount and timing of cash payments for the liability are fixed or reliably determinable, the environmental liability is discounted. An environmental liability has been incurred when both of the following conditions have been met: (i) litigation has commenced or a claim or an assessment has been asserted, or, based on available information, commencement of litigation or assertion of a claim or an assessment is probable, and (ii) based on available information, it is probable that the outcome of such litigation, claim, or assessment will be unfavorable. If a range of probable loss is determined, the Company will record the obligation at the low end of the range unless another amount in the range better reflects the expected loss. Certain costs, however, are capitalized in Property when the obligation is recorded, if the cost (1) extends the life, increases the capacity or improves the safety and efficiency of property owned by the Company, (2) mitigates or prevents environmental contamination that has yet to occur and that otherwise may result from future operations or activities, or (3) is incurred or discovered in preparing for sale property that is classified as “held-for-sale.”

Self-Insured Liabilities

Self-Insured Liabilities: The Company is self-insured for certain losses that include, but are not limited to, employee health, workers’ compensation, general liability, real and personal property, and real estate construction warranty and defect claims. When feasible, the Company obtains third-party insurance coverage to limit its exposure to these claims. When estimating its self-insured liabilities, the Company considers a number of factors, including historical claims experience, demographic factors, and valuations provided by independent third-parties.

Impact of Recently Issued Accounting Standards

Impact of Recently Issued Accounting Standards: In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). This update requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, ASU 2013-02 requires presentation, either on the face of the income statement or in the notes, of significant amounts reclassified out of accumulated other comprehensive income by respective line items of net income, but only if the amounts reclassified are required to be reclassified in their entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about these amounts. The amendments in ASU 2013-02 are to be applied prospectively and are effective for fiscal years and interim periods within those years, beginning after December 15, 2012. The Company adopted the standard effective January 1, 2013. The adoption of ASU 2013-02 changed the presentation of the Company’s financial statements and related footnotes, but did not affect the calculation of net income, comprehensive income or earnings per share.

XML

Segment Results - Operating Segment Information (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended			3 Months Ended																12 Months Ended						3 Months Ended																12 Months Ended						3 Months Ended																12 Months Ended						3 Months Ended								12 Months Ended						3 Months Ended								12 Months Ended						3 Months Ended												12 Months Ended									1 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012 acre	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Real Estate Leasing		Sep. 30, 2013 Real Estate Leasing		Jun. 30, 2013 Real Estate Leasing		Mar. 31, 2013 Real Estate Leasing		Dec. 31, 2012 Real Estate Leasing		Sep. 30, 2012 Real Estate Leasing		Jun. 30, 2012 Real Estate Leasing		Mar. 31, 2012 Real Estate Leasing		Dec. 31, 2013 Real Estate Leasing		Dec. 31, 2012 Real Estate Leasing		Dec. 31, 2011 Real Estate Leasing		Dec. 31, 2013 Real Estate Development and Sales		Sep. 30, 2013 Real Estate Development and Sales		Jun. 30, 2013 Real Estate Development and Sales		Mar. 31, 2013 Real Estate Development and Sales		Dec. 31, 2012 Real Estate Development and Sales		Sep. 30, 2012 Real Estate Development and Sales		Jun. 30, 2012 Real Estate Development and Sales		Mar. 31, 2012 Real Estate Development and Sales		Dec. 31, 2013 Real Estate Development and Sales		Dec. 31, 2012 Real Estate Development and Sales		Dec. 31, 2011 Real Estate Development and Sales		Dec. 31, 2013 Less amounts reported in discontinued operations		Sep. 30, 2013 Less amounts reported in discontinued operations		Jun. 30, 2013 Less amounts reported in discontinued operations		Mar. 31, 2013 Less amounts reported in discontinued operations		Dec. 31, 2012 Less amounts reported in discontinued operations		Sep. 30, 2012 Less amounts reported in discontinued operations		Jun. 30, 2012 Less amounts reported in discontinued operations		Mar. 31, 2012 Less amounts reported in discontinued operations		Dec. 31, 2013 Less amounts reported in discontinued operations		Dec. 31, 2012 Less amounts reported in discontinued operations		Dec. 31, 2011 Less amounts reported in discontinued operations		Dec. 31, 2013 Natural Materials and Construction	Sep. 30, 2013 Natural Materials and Construction	Jun. 30, 2013 Natural Materials and Construction	Mar. 31, 2013 Natural Materials and Construction	Dec. 31, 2012 Natural Materials and Construction	Sep. 30, 2012 Natural Materials and Construction	Jun. 30, 2012 Natural Materials and Construction	Mar. 31, 2012 Natural Materials and Construction	Dec. 31, 2013 Natural Materials and Construction		Dec. 31, 2012 Natural Materials and Construction		Dec. 31, 2011 Natural Materials and Construction		Dec. 31, 2013 Agribusiness	Sep. 30, 2013 Agribusiness	Jun. 30, 2013 Agribusiness	Mar. 31, 2013 Agribusiness	Dec. 31, 2012 Agribusiness	Sep. 30, 2012 Agribusiness	Jun. 30, 2012 Agribusiness	Mar. 31, 2012 Agribusiness	Dec. 31, 2013 Agribusiness		Dec. 31, 2012 Agribusiness		Dec. 31, 2011 Agribusiness		Dec. 31, 2013 Significant Reconciling Items	Sep. 30, 2013 Significant Reconciling Items	Jun. 30, 2013 Significant Reconciling Items	Mar. 31, 2013 Significant Reconciling Items	Dec. 31, 2012 Significant Reconciling Items		Sep. 30, 2012 Significant Reconciling Items		Jun. 30, 2012 Significant Reconciling Items		Mar. 31, 2012 Significant Reconciling Items		Dec. 31, 2013 Significant Reconciling Items		Dec. 31, 2012 Significant Reconciling Items		Dec. 31, 2011 Significant Reconciling Items		Dec. 31, 2013 Other	Dec. 31, 2012 Other	Dec. 31, 2011 Other	Sep. 30, 2013 Kukui'ula Village LLC	Dec. 31, 2013 Kukui'ula Village LLC Real Estate Development and Sales	Jun. 30, 2012 Bakersfield (CA) joint venture	Dec. 31, 2012 Bakersfield (CA) joint venture	Jun. 30, 2012 Bakersfield and Santa Barbara Real Estate Projects	Dec. 31, 2012 Bakersfield and Santa Barbara Real Estate Projects Real Estate Development and Sales	Dec. 31, 2011 Waiawa joint venture	Dec. 31, 2011 Waiawa joint venture Real Estate Development and Sales
Segment Reporting Information [Line Items]
Income (loss) related to joint ventures									$ 4.3	$ (4.4)	$ (1.8)																																							$ 4.2		$ (8.3)		$ (7.9)
Segment Reporting Information, Profit (Loss) [Abstract]
Revenue	204.8	64.9	62.7	32.8	82.1	83.9	63.3	32.2	365.2	261.5	235.1	30.4		27.5		26.2		26.3		24.7		24.9		25.5		25.5		110.4		100.6		99.7		358.8		47.4		1.4		15.4		5.4		8.4		7.0		11.4		423.0		32.2		59.8		291.3		45.9		8.4		23.6		8.9	[1]	9.0	[1]	9.1	[1]	18.3	[1]	369.2	[1]	45.3	[1]	81.9	[1]	54.9	0	0	0					54.9		0		0		52.0	35.9	43.5	14.7	60.9	67.9	39.9	13.6	146.1		182.3		157.5		0	0	0	0	0	[2]	(8.3)	[2]	0	[2]	0	[2]	0	[2]	(8.3)	[2]	0	[2]
Operating profit	35.2	6.2	14.4	8.9	8.5	18.4	3.3	6.7	64.7	36.9	38.2	10.7	[1]	11.2	[1]	10.6	[1]	10.9	[1]	10.2	[1]	10.2	[1]	10.5	[1]	10.7	[1]	43.4		41.6		39.3		38.1	[1],[3]	4.6	[1],[3]	(0.7)	[1],[3]	2.4	[1],[3]	1.3	[1],[3]	3.3	[1],[3]	(9.9)	[1],[3]	0.9	[1],[3]	44.4	[4]	(4.4)	[4]	15.5	[4]	12.9	[1]	11.8	[1]	3.8	[1]	8.2	[1]	4.2	[1]	4.2	[1]	4.3	[1]	8.4	[1]	36.7	[1]	21.1	[1]	38.8	[1]	2.9	0	0	0	0	0	0	0	2.9	[5]	0	[5]	0	[5]	(3.6)	2.2	8.3	3.8	1.2	9.1	7.0	3.5	10.7		20.8		22.2
Interest Expense	(7.4)	(4.2)	(3.9)	(3.6)	(3.2)	(3.6)	(4.0)	(4.1)	(19.1)	(14.9)	(17.1)
General corporate expenses	(5.9)	(3.4)	(3.7)	(4.4)	(3.4)	(3.0)	(4.0)	(4.7)	(17.4)	(15.1)	(19.9)
Acquisition costs	(0.1)	(2.0)	(1.5)	(1.0)					(4.6)	(6.8)	0
Separation cost					0	(0.7)	(4.4)	(1.7)
Income (Loss) From Continuing Operations Before Income Taxes	21.8	(3.4)	5.3	(0.1)	1.9	11.1	(9.1)	(3.8)	23.6	0.1	1.2
Income Tax Expense (benefit)	6.6	(0.6)	2.6	(0.1)	(4.3)	0.3	(2.1)	(1.5)	8.5	(7.6)	1.0
Income From Continuing Operations	15.2	(2.8)	2.7	0	6.2	10.8	(7.0)	(2.3)	15.1	7.7	0.2
Discontinued operations, net of tax	7.8	7.2	2.3	5.0	2.5	2.6	2.6	5.1	22.3	12.8	23.3
Net Income	23.0	4.4	5.0	5.0	8.7	13.4	(4.4)	2.8	37.4	20.5	23.5
Income Attributable to Noncontrolling Interest	(0.5)	0	0	0	0	0	0	0	(0.5)	0	0
Net Income Attributable to A&B	22.5	4.4	5.0	5.0	8.7	13.4	(4.4)	2.8	36.9	20.5	23.5
Earnings Per Share, Basic	$ 0.46	$ 0.10	$ 0.11	$ 0.12	$ 0.20	$ 0.31	$ (0.10)	$ 0.07	$ 0.83	$ 0.48	$ 0.55
Earnings Per Share, Diluted	$ 0.46	$ 0.10	$ 0.11	$ 0.12	$ 0.20	$ 0.31	$ (0.10)	$ 0.07	$ 0.82	$ 0.48	$ 0.55
Basic	48.6	43.1	43.1	43.0	42.9	42.6	42.4	42.4	44.4	42.6	42.4
Diluted	49.2	43.8	43.7	43.6	43.5	43.3	42.4	42.4	45.1	42.9	42.4
Segment Reporting Information, Additional Information [Abstract]
Assets	2,285.2				1,437.3				2,285.2	1,437.3	1,386.6	1,113.4								771.3								1,113.4		771.3		772.0		640.9	[6]							504.8	[6]							640.9	[6]	504.8	[6]	451.5	[6]																							358.7				0				358.7		0		0		160.0				149.9				160.0		149.9		157.8																				12.2	11.3	5.3
Total capital expenditures									505.3	54.8	59.3																	488.5	[7]	23.1	[7]	43.6	[7]																	0.1	[8]	0	[8]	5.2	[8]																															4.8		0		0										11.8	[9]	31.7	[9]	10.5	[9]																			0.1	0	0
Depreciation and amortization									41.7	35.1	34.8																	24.3	[1]	22.0	[1]	21.6	[1]																	0.2		0.2		0.2																																4.4		0		0										11.7		11.6		11.9																				1.1	1.3	1.1
Investment in various real estate joint ventures																																		335.0								319.7								335.0		319.7		290.1
Expenditures for real estate inventory																																																		150.6		37.2		13.8
Investment in joint ventures																																																		22.2		17.4		27.9
Capital before tax credits related to Port Allen solar project					21.8					21.8
Area of agricultural parcel sold						286
Impairment of real estate assets									0	5.1	0																									6.3																																																																																												6.3				9.8		6.4
Impairment and equity losses									$ 6.6	$ 4.7	$ 0																																																																																																																				$ 6.3		$ 4.7	$ 4.7	$ 9.8		$ 6.4

[1] Amounts recast to reflect discontinued operations

[2] Represents the sale of a 286-acre parcel in 2012 classified as "Gain on sale of agricultural parcel" in the consolidated statements of income, but reflected as revenue for segment reporting purposes.

[3] The Real Estate Development and Sales segment operating profit includes non-cash impairment loss on consolidation of $6.3 million in the third quarter of 2013 related to the consolidation of The Shops at Kukui'ula and non-cash impairment and equity losses of $9.8 million in the second quarter of 2012 related to the Company’s Bakersfield and Santa Barbara real estate projects.

[4] The Real Estate Development and Sales segment includes approximately $4.2 million, $(8.3) million, and ($7.9) million in equity in (loss) earnings from its various real estate joint ventures for 2013, 2012, and 2011, respectively. Included in operating profit are non-cash impairment and equity losses of $6.3 million related to the consolidation of The Shops at Kukui'ula in 2013, $9.8 million (Bakersfield joint venture and Santa Barbara real estate project) in 2012 and $6.4 million (Waiawa real estate joint venture) in 2011.

[5] Includes the results of Grace from the acquisition date of October 1, 2013 through December 31, 2013.

[6] The Real Estate Development and Sales segment includes approximately $335.0 million, $319.7 million, and $290.1 million related to its investment in various real estate joint ventures as of December 31, 2013, 2012, and 2011, respectively.

[7] Represents gross capital additions to the leasing portfolio, including gross tax-deferred property purchases, but excluding the assumption of debt, that are reflected as non-cash transactions in the Consolidated Statements of Cash Flows.

[8] Excludes expenditures for real estate developments held for sale which are classified as Cash Flows from Operating Activities within the Consolidated Statements of Cash Flows and excludes investment in joint ventures classified as Cash Flows from Investing Activities. Operating cash flows for expenditures related to real estate developments were $150.6 million, $37.2 million, and $13.8 million for 2013, 2012, and 2011, respectively. Investments in joint ventures were $22.2 million, $17.4 million, and $27.9 million in 2013, 2012, and 2011, respectively.

[9] Includes $21.8 million of capital in 2012 related to the Company’s Port Allen solar project before tax credits.

XML

Significant Accounting Policies - Estimated Future Amortization Expenses (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Accounting Policies [Abstract]
2014	$ 11.5
2015	8.1
2016	6.6
2017	5.4
2018	$ 4.8

XML

Derivative Instruments (Tables)

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value of Derivative Financial Instruments

The table below presents the fair value of derivative financial instruments, which are included in Other non-current liabilities in the consolidated balance sheets (in millions):

	As of December 31,
	2013		2012
Interest rate swap liability - floating to fixed rate	$	2.8	$	—

XML

Consolidated Balance Sheets Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Account Receivables, allowances	$ 1.3	$ 1.6
Common stock, par value (in $ per share)	$ 0	$ 0.0
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares outstanding (in shares)	48,600,000	42,900,000

XML

Share-Based Awards (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Program	Dec. 31, 2012	Jun. 30, 2012
2012 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance (in shares)			4.3
Stock available for future issuance (in shares)	1.5
Number of shares granted during period		2.7
Number of separate incentive compensation programs	4
Number of programs that generally award share based compensation	3
Minimum percentage of fair market value allowed for exercise price of stock options granted	100.00%
Vesting period	3 years
Maximum contractual term of awards granted	10 years
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Performance Shares | 2012 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Number of measurement periods of total shareholder return	2 years
Restricted Stock Units (RSUs) | 2012 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Weighed average fair value of restricted stock and performance share units	$ 34.12	$ 20.23

XML

Acquisitions (Notes)

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Acquisitions

ACQUISITIONS                                                    

Grace Acquisition

On October 1, 2013, the Company consummated its acquisition of 100% of the shares of Grace, a Hawaii-based natural materials and infrastructure construction company. Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), by and among A&B, A&B II, LLC ("Merger Sub"), a Hawaii limited liability company and a wholly owned subsidiary of A&B, Grace Pacific Corporation, a Hawaii corporation (now Grace Pacific LLC, a Hawaii limited liability company and a wholly owned subsidiary of Grace Holdings), Grace Holdings and David C. Hulihee, in his capacity as the shareholders' representative, dated June 6, 2013, Grace Holdings merged with and into Merger Sub with Merger Sub remaining as the surviving company and a wholly owned subsidiary of A&B (the "Merger"). The assets and liabilities of Grace are included in the Consolidated Balance Sheets as of December 31, 2013, and the results of Grace’s operations subsequent to the acquisition date are included in the Consolidated Statements of Income.

The Company views the acquisition of Grace as an attractive long-term investment, with favorable return metrics and diversification benefits that will augment A&B's ability to further pursue its core real estate strategies over time. Grace will extend and enhance A&B's community building capabilities to encompass infrastructure work, for which a steady and growing need exists in Hawaii. Grace will also allow A&B to further benefit from Hawaii's improving economy and real estate markets and also materially strengthens and diversifies A&B's financial profile and flexibility.

The total merger consideration paid to Grace equity holders was approximately $231.6 million, consisting of 5.4 million shares of A&B common stock, valued at $196.3 million, based on the fair value of the Company’s stock price on October 1, 2013, and approximately $35.25 million in cash. Additionally, approximately $67.6 million of net debt was assumed by A&B in the Merger. Pursuant to the Merger Agreement, the aggregate number of shares of A&B common stock issued in the Merger was determined by dividing $199.75 million, which was 85% of the total merger consideration prior to any post-closing adjustments, by $36.7859, which was the volume weighted average of the trading prices of A&B common stock on the New York Stock Exchange for the 20 consecutive trading days ending on the third trading day prior to the closing of the Merger. Of the $35.25 million cash portion of the acquisition price, as of December 31, 2013, approximately $23.5 million (the "Holdback Amount") remains withheld pro rata from Grace shareholders and retained by A&B to secure any final adjustments to the merger consideration and certain indemnification obligations of Grace shareholders pursuant to the Merger Agreement. These funds will be released by A&B in accordance with the terms set forth in the Merger Agreement. In addition, an amount of cash equal to $1 million of the merger consideration otherwise deliverable to Grace shareholders has been delivered to the shareholders' representative to cover the costs and expenses incurred by him in performing his duties as provided in the Merger Agreement. Any amounts not used, or retained for future use, by the shareholders' representative will be paid to Grace shareholders upon the release of any and all remaining portions of the Holdback Amount.

The preliminary allocation of purchase price to assets acquired and liabilities assumed is as follows (in millions):

Cash consideration	$	35.3
Common stock issued as consideration	196.3
Noncontrolling interest	9.1
Fair value of consideration transferred	240.7
Fair value of assets acquired and liabilities assumed
Assets acquired:
Cash and cash equivalents	5.7
Accounts receivable	37.1
Contracts retention	9.6
Costs and estimated earnings in excess of billings on uncompleted contracts	11.7
Inventories	42.0
Property, plant and equipment	148.6
Mineral rights	18.0
Intangible assets	5.8
All other, net	10.4
Total assets acquired	288.9
Liabilities assumed:
Accounts payable and accrued liabilities	26.3
Billings in excess of cost and estimated earnings on uncompleted contracts	7.5
Deferred tax liability, long-term	27.1
Long-term debt, including current portion	72.7
All other, net	4.9
Total liabilities assumed	138.5
Excess of purchase price over net assets acquired	$	90.3

As of December 31, 2013, the purchase price allocation related to the acquisition is preliminary and the final purchase price allocation will be determined pending the receipt of information necessary to complete the valuation of assets and liabilities, which may result in a change from the initial estimate. Goodwill is calculated as the excess of the purchase price over the fair value of the net assets recognized. The goodwill recorded as part of the acquisition primarily reflects the value of the know-how, operating processes and employee base of Grace, and other intangible assets that do not qualify for separate recognition.

Through December 31, 2013, the Company incurred $4.6 million of acquisition costs and other related fees, which were recorded in selling, general and administrative costs.

Since October 1, 2013 through December 31, 2013, Grace has contributed operating revenues of $54.9 million and net earnings of $1.7 million (including earnings attributed to noncontrolling interest of 0.5 million), which included deductions of $0.1 million and $1.7 million for operating revenue and net earnings, respectively, related to purchase price allocation adjustments. The unaudited pro forma combined historical results (using audited Grace results for its fiscal years ended September 30, 2013 and 2012), as if Grace had been acquired at the beginning of 2012 are as follows (in millions):

	Year Ended December 31,
	2013		2012
Operating revenue	$	539.1	$	454.1
Income from continuing operations, after tax	$	31.7	$	14.8

The 2013 pro forma results excludes $6.9 million of pre-tax transaction-related costs incurred by A&B and Grace and includes amortization of the definite lived intangible assets and depreciation based on estimated fair value and useful lives. The pro forma results are for informational purposes only are not necessarily indicative of what actually would have occurred if the acquisition had been completed as of the beginning of 2012, nor are the pro forma results necessarily indicative of future consolidated results.

Kailua Portfolio Acquisition

On December 20, 2013, the Company consummated its previously announced purchase of a portfolio of commercial and other properties in Hawaii for $360.7 million, plus assumed debt of $12.0 million, from Castle Family LLC, Castle 1974 LLC, Castle Residuary LLC, Castle Kaopa LLC, and Harold K. L. Castle Foundation (collectively “KR”). The portfolio encompasses 43 grocery- and drug store-anchored shopping centers, light industrial properties and 51 acres ground leased to third-parties and improved with 760,000 square feet of retail and other commercial space, primarily located in the Windward Oahu town of Kailua. The portfolio also includes approximately 585 acres of mostly preservation-zoned land on Oahu. The purchase of the portfolio was funded with approximately $270 million of 1031 and 1033 proceeds from the sales of commercial properties and other non-income generating assets, a $60 million bridge loan, the assumption of $12.0 million in mortgage debt principal, and borrowings under the Company's line of credit for the balance. The portion of the purchase price not initially funded with 1031 and 1033 proceeds is ultimately expected to be funded with tax-deferred proceeds; however, to the extent 1031 and 1033 proceeds are insufficient to pay for the entire purchase price, the difference will be paid in cash. The acquisition of the portfolio is expected to improve the long-term growth prospects of the Company’s commercial portfolio.

The preliminary allocation of purchase price to assets acquired and liabilities assumed is as follows (in millions):

Fair value of assets acquired and liabilities assumed
Assets acquired:
Property, plant and equipment	$	367.7
Intangible assets	30.4
Total assets acquired	398.1
Liabilities assumed:
Intangible liabilities	26.0
Liabilities assumed	11.4
Total liabilities assumed	37.4
Net assets acquired	$	360.7

As of December 31, 2013, the purchase price allocation related to the acquisition is preliminary and the final purchase price allocation will be determined pending the receipt of information necessary to complete the valuation of assets and liabilities, which may result in a change from the initial estimate.

Through December 31, 2013, the Company incurred $1.1 million of acquisition costs and other related fees, which were recorded in selling, general and administrative costs.

Since December 20, 2013 through December 31, 2013, the portfolio has contributed net revenues of $0.8 million and net earnings of $0.4 million. The unaudited pro forma combined historical results, as if the portfolio had been acquired at the beginning of 2012 are as follows (in millions):

	Year Ended December 31,
	2013		2012
Operating revenue	$	391.0	$	285.5
Income from continuing operations, after tax	$	23.3	$	14.2

The pro forma results include transaction costs, amortization of in-place and above/below leases and depreciation increase based on estimated fair value and useful lives. The pro forma results are not necessarily indicative of what actually would have occurred if the acquisition had been completed as of the beginning of 2012, nor are they necessarily indicative of future consolidated results.

Other Acquisitions

In 2013, A&B completed various acquisitions that included Waianae Mall (January 2013), Napili Plaza (May 2013), Pearl Highlands Center (September 2013), and The Shops at Kukui’ula (September 2013). The acquisitions were funded with $111.1 million of 1031 proceeds, the assumption of $130.9 million of debt, and $0.8 million of cash.

The preliminary allocation of purchase price to assets acquired and liabilities assumed is as follows (in millions):

Fair value of assets acquired and liabilities assumed
Assets acquired:
Property, plant and equipment	$	224.2
Intangible assets	20.9
Goodwill	9.3
Total assets acquired	254.4
Liabilities assumed:
Intangible liabilities	8.3
Liabilities assumed	134.2
Total liabilities assumed	142.5
Net assets acquired	$	111.9

The above allocation is preliminary and is based on estimated fair value estimates that may change once all information necessary to make a final fair value assessment is received. Goodwill recorded is not deductible for tax purposes.

Through December 31, 2013, the Company incurred $2.1 million of acquisition costs and other related fees, which were recorded in selling, general and administrative costs.

Since the acquisition dates through December 31, 2013, the acquired assets have contributed net revenues of $12.4 million and net earnings after tax of $2.1 million. The unaudited pro forma combined historical results have been omitted because after making every reasonable effort, the properties' complete historical information is impracticable to obtain.

XML

Investments in Affiliates (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			1 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended			12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2013 Kukui'ula Village LLC	Dec. 31, 2012 Santa Barbara landholdings	Jun. 30, 2012 Bakersfield (CA) joint venture	Dec. 31, 2012 Bakersfield (CA) joint venture	Dec. 31, 2011 Waiawa joint venture	Dec. 31, 2013 Real Estate Joint Venture with DMB Communities II	Dec. 31, 2012 Real Estate Minimum Joint Venture with DMB Communities II residential_unit	Dec. 31, 2012 Real Estate Maximum Joint Venture with DMB Communities II residential_unit	Dec. 31, 2012 Fair Value, Measurements, Nonrecurring	Dec. 31, 2012 Fair Value, Measurements, Nonrecurring Santa Barbara landholdings	Dec. 31, 2012 Fair Value, Measurements, Nonrecurring Bakersfield (CA) joint venture		Dec. 31, 2011 Fair Value, Measurements, Nonrecurring Waiawa joint venture	Sep. 24, 2013 KDC LLC Kukui'ula Village LLC	Dec. 31, 2013 KDC LLC Kukui'ula Village LLC	Dec. 31, 2013 KDC LLC Kukui'ula Village LLC Mortgages	Nov. 05, 2013 KDC LLC Kukui'ula Village LLC Mortgages	Sep. 24, 2013 KDC LLC Kukui'ula Village LLC Mortgages
Schedule of Equity Method Investments [Line Items]
Undistributed earnings of investments in affiliates	$ 0.8
Dividends and distributions from unconsolidated affiliates	6.6	2.9	0.8
Investments in affiliates	341.4	319.9
Number of high-end residential units										1,000	1,500
Capital and value of land contributed, net of joint venture earnings and losses									259.2
Assets	2,285.2	1,437.3	1,386.6															43.3
Liabilities																		45.6
Secured debt amount																			44.0	44.0	51.2
Investment in various real estate joint ventures																	6.3
Impairment and equity losses	$ 6.6	$ 4.7	$ 0	$ 6.3	$ 5.1	$ 4.7	$ 4.7	$ 6.4				$ 9.8	$ 5.1	$ 4.7	[1]	$ 6.4

[1] The Total Loss for the Year includes equity in losses of $3.9 million related to the write down of landholdings owned by the joint venture.

XML

Employee Benefit Plans - Multiemployer Plan (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 31, 2013
Multiemployer Plans [Line Items]
Contribution by Entity	$ 1.1
Operating Engineers
Multiemployer Plans [Line Items]
Pension Protection Act Zone Status	Red
Contribution by Entity	1.0
Surcharge Imposed	No
Laborers National
Multiemployer Plans [Line Items]
Pension Protection Act Zone Status	Red
Contribution by Entity	0
Surcharge Imposed	No
Hawaii Laborers
Multiemployer Plans [Line Items]
Pension Protection Act Zone Status	Green
Contribution by Entity	0.1
Surcharge Imposed	No
Hawaii Laborers
Multiemployer Plans [Line Items]
Pension Protection Act Zone Status	Green
Contribution by Entity	$ 0
Surcharge Imposed	No

XML

Leases-Company as Lessor - Schedule of Rental Income (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Leases [Abstract]
Tenant reimbursements	$ 24.1	$ 21.5	$ 20.9
Minimum rentals	80.5	74.3	74.3
Contingent rentals (based on sales volume)	3.0	2.8	2.0
Total	$ 83.5	$ 77.1	$ 76.3

XML

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Changes in Allowance for Doubtful Accounts

The changes in the

allowance for doubtful accounts, included on the consolidated balance sheets as an offset to “Accounts receivable,” for the three years ended December 31, 2013 were as follows (in millions):

	Balance at Beginning of year	Provision forbad debt	Write-offs and Other	Balance at End of Year
2013	$1.6	$0.1	$(0.4)	$1.3
2012	$1.7	$0.2	$(0.3)	$1.6
2011	$1.4	$0.9	$(0.6)	$1.7

Inventories

Inventories at December 31, 2013 and 2012 were as follows (in millions):

	2013		2012
Sugar inventories	$	16.8	$	3.9
Asphalt	17.9		—
Processed rock, portland cement, and sand	12.9		—
Work in progress	2.7		—
Retail merchandise	1.8		—
Parts, materials and supplies inventories	16.0		19.6
Total	$	68.1	$	23.5

Estimated Useful Lives of Property

Estimated useful lives of property are as follows:

Classification	Range of Life (in years)
Buildings	10 to 40
Water, power and sewer systems	5 to 50
Rock crushing and asphalt plants	25 to 35
Machinery and equipment	2 to 35
Other property improvements	3 to 35

Intangible Assets

Intangible assets for the years ended December 31 included the following (in millions):

	2013					2012
			Accumulated					Accumulated
	Cost		Amortization			Cost		Amortization
Amortized intangible assets:
In-place leases	$	59.6	$	(18.6	)	$	18.7	$	(11.8	)
Permitted quarry rights	18.0		(0.1		)	—		—
Other	22.3		(7.1		)	6.1		(4.7		)
Total assets	$	99.9	$	(25.8	)	$	24.8	$	(16.5	)

Estimated Future Amortization Expenses Related to Intangible Assets

Estimated amortization expenses related to intangibles over the next five years are as follows (in millions):

	Estimated Amortization
2014	$11.5
2015	$8.1
2016	$6.6
2017	$5.4
2018	$4.8

Changes in the Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 were as follows (in millions):

	Goodwill
Balance, January 1, 2012	$	—
Additions	—
Balance, December 31, 2012	—
Goodwill acquired during the year	99.6
Balance, December 31, 2013	$	99.6

Shares Used to Compute Basic and Diluted Earnings Per Share

The following table provides a reconciliation of income from continuing operations to income from continuing operations attributable to A&B (in millions):

	2013			2012		2011
Income from continuing operations	$	15.1		$	7.7	$	0.2
Noncontrolling interest	(0.5		)	—		—
Income from continuing operations attributable to A&B	$	14.6		$	7.7	$	0.2

The number of shares used to compute basic and diluted earnings per share is as follows (in millions):

	2013	2012	2011
Denominator for basic EPS - weighted average shares outstanding	44.4	42.6	42.4
Effect of dilutive securities:
Outstanding stock options and restricted stock units	0.7	0.3	—
Denominator for diluted EPS - weighted average shares outstanding	45.1	42.9	42.4

Components of Accumulated Other Comprehensive Loss, Net of Taxes

The components of accumulated other comprehensive loss, net of taxes, were as follows for the years ended December 31 (in millions):

	2013			2012			2011
Unrealized components of benefit plans:
Pension plans	$	(29.3	)	$	(48.6	)	$	(48.7	)
Post-retirement plans	(1.1		)	1.4			1.4
Non-qualified benefit plans	0.3			—			(0.3		)
Accumulated other comprehensive loss	$	(30.1	)	$	(47.2	)	$	(47.6	)

XML

Employee Benefit Plans - Reconciliation of Pension Plan Investments Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Details) (USD $) In Millions, unless otherwise specified																12 Months Ended				12 Months Ended						12 Months Ended				12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Pension Benefits	Dec. 31, 2012 Pension Benefits	Dec. 31, 2011 Pension Benefits	Dec. 31, 2013 Real estate partnership interests	Dec. 31, 2012 Real estate partnership interests	Dec. 31, 2013 Private Equity		Dec. 31, 2012 Private Equity		Dec. 31, 2013 Insurance	Dec. 31, 2012 Insurance	Dec. 31, 2013 Significant Un-observable Inputs (Level 3)	Dec. 31, 2012 Significant Un-observable Inputs (Level 3)	Dec. 31, 2013 Significant Un-observable Inputs (Level 3) Pension Benefits	Dec. 31, 2012 Significant Un-observable Inputs (Level 3) Pension Benefits	Dec. 31, 2013 Significant Un-observable Inputs (Level 3) Real estate partnership interests	Dec. 31, 2012 Significant Un-observable Inputs (Level 3) Real estate partnership interests	Dec. 31, 2013 Significant Un-observable Inputs (Level 3) Real estate partnership interests Pension Benefits	Dec. 31, 2012 Significant Un-observable Inputs (Level 3) Real estate partnership interests Pension Benefits	Dec. 31, 2013 Significant Un-observable Inputs (Level 3) Private Equity		Dec. 31, 2012 Significant Un-observable Inputs (Level 3) Private Equity		Dec. 31, 2013 Significant Un-observable Inputs (Level 3) Private Equity Pension Benefits	Dec. 31, 2012 Significant Un-observable Inputs (Level 3) Private Equity Pension Benefits	Dec. 31, 2013 Significant Un-observable Inputs (Level 3) Insurance	Dec. 31, 2012 Significant Un-observable Inputs (Level 3) Insurance	Dec. 31, 2013 Significant Un-observable Inputs (Level 3) Insurance Pension Benefits	Dec. 31, 2012 Significant Un-observable Inputs (Level 3) Insurance Pension Benefits	Dec. 31, 2013 Significant Un-observable Inputs (Level 3) Limited Partner [Member] Pension Benefits	Dec. 31, 2011 Significant Un-observable Inputs (Level 3) Limited Partner [Member] Pension Benefits
Change in plan assets [Roll Forward]
Fair value of plan assets at beginning of year	$ 153.4	$ 142.3	$ 153.4	$ 142.3	$ 130.8	$ 7.5	$ 7.8	$ 0.3	[1]	$ 0.7	[1]	$ 1.0	$ 0.9	$ 15.2	$ 9.4	$ 9.4	$ 8.9	$ 7.5	$ 7.8	$ 7.8	$ 7.4	$ 0.3	[1]	$ 0.7	[1]	$ 0.7	$ 0.8	$ 1.0	$ 0.9	$ 0.9	$ 0.7	$ 0	$ 0
Actual return on plan assets [Abstract]
Assets held at the reporting date																1.3	0.7			1.1	0.7					(0.2)				0.1		0.3
Assets sold during the period																0.4	0.6			0.3	0.3					0.1	0.3
Purchases, sales and settlements																4.1	(0.8)			(1.7)	(0.6)					(0.3)	(0.4)				0.2	6.1
Fair value of plan assets at end of year	$ 153.4	$ 142.3	$ 153.4	$ 142.3	$ 130.8	$ 7.5	$ 7.8	$ 0.3	[1]	$ 0.7	[1]	$ 1.0	$ 0.9	$ 15.2	$ 9.4	$ 15.2	$ 9.4	$ 7.5	$ 7.8	$ 7.5	$ 7.8	$ 0.3	[1]	$ 0.7	[1]	$ 0.3	$ 0.7	$ 1.0	$ 0.9	$ 1.0	$ 0.9	$ 6.4	$ 0

[1] This category represents private equity funds that invest principally in U.S. technology companies.

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Tax from Continuing Operations

The income tax expense on income from continuing operations for each of the three years in the period ended December 31, 2013 consisted of the following (in millions):

	2013			2012			2011
Current:
Federal	$	17.1		$	4.3		$	8.0
State	2.1			0.8			2.1
Current	19.2			5.1			10.1
Deferred:
Federal	(8.0		)	(10.5		)	(6.3		)
State	(2.7		)	(2.2		)	(2.8		)
Deferred	(10.7		)	(12.7		)	(9.1		)
Total continuing operations tax expense (benefit)	$	8.5		$	(7.6	)	$	1.0

Income Tax Reconciliation

Income tax expense for 2013, 2012, and 2011 differs from amounts computed by applying the statutory federal rate to income from continuing operations before income taxes for the following reasons (in millions):

	2013			2012			2011
Computed federal income tax expense	$	8.3		$	—		$	0.4
State income taxes	1.0			(0.3		)	(0.6		)
Non-deductible transaction costs	1.6			1.7			0.8
Charitable contribution	(0.2		)	(3.5		)	—
Solar tax credits	—			(2.9		)	—
Other—net	(2.2		)	(2.6		)	0.4
Income tax expense (benefit)	$	8.5		$	(7.6	)	$	1.0

Temporary Differences Affecting Deferred Tax Assets and Deferred Tax Liabilities

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31 of each year are as follows (in millions):

	2013		2012
Deferred tax assets:
Benefit plans	$	23.6	$	32.2
Capitalized costs	24.1		17.8
Charitable contribution	1.5		4.0
Basis differences for property and equipment	—		3.6
Joint ventures and other investments	15.0		5.5
Impairment and amortization	0.5		4.1
Insurance and other reserves	6.7		5.4
Solar credit	3.5		2.9
Other	5.4		0.8
Total deferred tax assets	80.3		76.3
Deferred tax liabilities:
Tax-deferred gains on real estate transactions	225.4		211.4
Basis differences for property and equipment	23.4		—
Straight-line rental income and advanced rent	7.2		8.1
Other	5.2		1.9
Total deferred tax liabilities	261.2		221.4
Net deferred tax liability	$	180.9	$	145.1

Reconciliation of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in millions):

Balance at January 1, 2011	$	2.5
Additions for tax positions of prior years	—
Additions for tax positions of current year	—
Reductions for tax positions of prior years	—
Reductions for lapse of statute of limitations	—
Balance at December 31, 2011	2.5
Additions for tax positions of prior years
Additions for tax positions of current year
Reductions for tax positions of prior years	(2.5		)
Reductions for lapse of statute of limitations
Balance at December 31, 2012	—
Additions for tax positions of prior years	—
Additions for tax positions of current year	—
Reductions for tax positions of prior years	—
Reductions for lapse of statute of limitations	—
Balance at December 31, 2013	$	—

XML

Income Taxes (Notes)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

The income tax expense on income from continuing operations for each of the three years in the period ended December 31, 2013 consisted of the following (in millions):

	2013			2012			2011
Current:
Federal	$	17.1		$	4.3		$	8.0
State	2.1			0.8			2.1
Current	19.2			5.1			10.1
Deferred:
Federal	(8.0		)	(10.5		)	(6.3		)
State	(2.7		)	(2.2		)	(2.8		)
Deferred	(10.7		)	(12.7		)	(9.1		)
Total continuing operations tax expense (benefit)	$	8.5		$	(7.6	)	$	1.0

Income tax expense for 2013, 2012, and 2011 differs from amounts computed by applying the statutory federal rate to income from continuing operations before income taxes for the following reasons (in millions):

	2013			2012			2011
Computed federal income tax expense	$	8.3		$	—		$	0.4
State income taxes	1.0			(0.3		)	(0.6		)
Non-deductible transaction costs	1.6			1.7			0.8
Charitable contribution	(0.2		)	(3.5		)	—
Solar tax credits	—			(2.9		)	—
Other—net	(2.2		)	(2.6		)	0.4
Income tax expense (benefit)	$	8.5		$	(7.6	)	$	1.0

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31 of each year are as follows (in millions):

	2013		2012
Deferred tax assets:
Benefit plans	$	23.6	$	32.2
Capitalized costs	24.1		17.8
Charitable contribution	1.5		4.0
Basis differences for property and equipment	—		3.6
Joint ventures and other investments	15.0		5.5
Impairment and amortization	0.5		4.1
Insurance and other reserves	6.7		5.4
Solar credit	3.5		2.9
Other	5.4		0.8
Total deferred tax assets	80.3		76.3
Deferred tax liabilities:
Tax-deferred gains on real estate transactions	225.4		211.4
Basis differences for property and equipment	23.4		—
Straight-line rental income and advanced rent	7.2		8.1
Other	5.2		1.9
Total deferred tax liabilities	261.2		221.4
Net deferred tax liability	$	180.9	$	145.1

The basis difference for property and equipment changed from a deferred tax assets in 2012 to a deferred tax liability in 2013 due to additional basis differences associated with property included in the Grace Pacific acquisition, partially offset by property included in the Kailua Portfolio acquisition.

The Company’s income taxes payable has been reduced by the tax benefits from share-based compensation. The Company receives an income tax benefit for exercised stock options calculated as the difference between the fair market value of the stock issued at the time of exercise and the option exercise price, tax effected. The Company also receives an income tax benefit for restricted stock units when they vest, measured as the fair market value of the stock issued at the time of vesting, tax effected. The net tax benefits from share-based transactions were $1.6 million and $4.3 million for 2013 and 2012, respectively, and the portion of the tax benefit related to the excess of the amount reported as the tax deduction over expense was reflected as an increase to equity in the consolidated statements of equity.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in millions):

Balance at January 1, 2011	$	2.5
Additions for tax positions of prior years	—
Additions for tax positions of current year	—
Reductions for tax positions of prior years	—
Reductions for lapse of statute of limitations	—
Balance at December 31, 2011	2.5
Additions for tax positions of prior years
Additions for tax positions of current year
Reductions for tax positions of prior years	(2.5		)
Reductions for lapse of statute of limitations
Balance at December 31, 2012	—
Additions for tax positions of prior years	—
Additions for tax positions of current year	—
Reductions for tax positions of prior years	—
Reductions for lapse of statute of limitations	—
Balance at December 31, 2013	$	—

The Company is included in the consolidated tax return of Matson, Inc. (formerly Alexander & Baldwin Holding, Inc.) for results occurring prior to June 30, 2012. Subsequent to June 30, 2012, the Company began reporting as a separate taxpayer. The current and deferred income tax expense recorded in the consolidated financial statement for the 2011 year and the short period ended June 30, 2012 has been determined by applying the provisions of ASC 740 as if the Company were a separate taxpayer.

Upon Separation, the Company’s unrecognized tax benefits were reflected on Matson Inc.’s (“Matson”) financial statements because Matson is considered the successor parent to the former Alexander & Baldwin, Inc. affiliated tax group. In connection with the Separation, the Company entered into a Tax Sharing Agreement with Matson. As of December 31, 2013, $0.3 million remained as a liability for the indemnity to Matson in the event the Company’s pre-Separation unrecognized tax benefits are not realized. As of December 31, 2013, the Company has not identified any material unrecognized tax positions.

On September 13, 2013 the U.S. Treasury Department released final income tax regulations on the deduction and capitalization of expenditures related to tangible property. These final regulations apply to tax years beginning on or after January 1, 2014. Several of the provisions within the regulations will require a tax accounting method change to be filed with the IRS resulting in a cumulative effect adjustment. To account for the adoption of these regulations, $7.6 million was reclassified from deferred income taxes (non-current) to other non-current liabilities in 2013.

The company is subject to taxation by the United States and various state and local jurisdictions. As of December 31, 2013, the Company’s tax year 2012 is open to examination by the tax authorities. In addition, tax years 2010, 2011 and 2012, for which the Company was included in the consolidated tax group with Matson, are open to examination by the tax authorities in the company’s material jurisdictions. In addition, the 2009 tax year is also open to examination by California. The Company is not currently under examination by any tax authorities.