ALEXANDER & BALDWIN INC
U-3A-2, 1995-02-24
WATER TRANSPORTATION
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                       SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D. C.

                                   FORM U-3A-2

                 STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
                UNDER RULE U-2 FROM THE PROVISIONS OF THE PUBLIC
                       UTILITY HOLDING COMPANY ACT OF 1935
                      TO BE FILED ANNUALLY PRIOR TO MARCH 1

                            ALEXANDER & BALDWIN, INC.
                                (Name of Company)
                                 P. O. Box 3440
                             Honolulu, Hawaii  96801

(hereinafter called the "Claimant") and its wholly-owned subsidiary, A&B-Hawaii,
Inc., P. O. Box 3440, Honolulu, Hawaii 96801 (hereinafter called "Co-claimant"),
hereby file with the Securities and Exchange Commission, pursuant to Rule U-2,
this joint and consolidated statement claiming exemption as a holding company
from the provisions of the Public Utility Holding Company Act of 1935.  This
statement is filed jointly by Claimant and Co-claimant pursuant to oral author
ization to file on a joint and consolidated basis received from the Commission
on February 21, 1990.  In support of such claim for exemption the following
information is submitted:

        1.  The name, jurisdiction of organization, location and nature of
business of Claimant and Co-claimant, and every subsidiary thereof, other than
any exempt wholesale generator (EWG) or foreign utility company in which
Claimant or Co-claimant directly or indirectly hold an interest, as at
January 31, 1995 (indirect subsidiaries are indicated by indentation).

<TABLE>
<CAPTION>

                                   Jurisdiction
        Name:                    of Organization        Location        Nature of Business

<S>                             <C>                    <C>             <C>     
Alexander & Baldwin, Inc.          Hawaii               Honolulu,       Ocean carriage of goods,
                                                        Hawaii          real property management and
                                                                        development, investments

  
Subsidiaries:
  
A&B-Hawaii, Inc.                  Hawaii              Honolulu,       Agriculture/food (includ-
                                                      Hawaii          ing sugarcane and coffee
                                                                       plantations), real property manage
                                                                       ment and development, general
                                                                       freight and petroleum hauling and
                                                                       self-storage services
  
- -A&B Development                   California           Honolulu,       Ownership and manage-
 Company                                                Hawaii          ment of real property in
 (California)                                           California
     
- -A&B Inc.                          Hawaii               Honolulu,       Inactive
                                                        Hawaii
     
- -A&B Properties,                   Hawaii               Kahului,        Ownership, management,
 Inc.                                                   Hawaii          development and selling of real
                                                                        property
     
- -California and                    Hawaii               Crockett,       Refining raw sugar and
 Hawaiian Sugar                                         California      marketing of refined
 Company, Inc.                                                          sugar products and
                                                                        molasses
     
- --MLM Corporation                 California            Crockett,       Marketing of refined
                                                        California      sugar products
     
- -East Maui Irrigation             Hawaii                Puunene,        Collection and distribution
 Company, Limited                                       Hawaii          of irrigation water on
                                                                        island of Maui
     
- -Kahului Trucking &               Hawaii                Kahului,        Motor carriage of goods,
 Storage, Inc.                                          Hawaii          self-storage services and stevedor
                                                                        ing on island of Maui
     
- -Kauai Commercial                 Hawaii                Lihue,          Motor carriage of goods
 Company,                                               Hawaii          and self-storage services
 Incorporated                                                           on island of Kauai
     
- -Kukui'ula                        Hawaii                Koloa,          Ownership, management
 Development                                            Hawaii          and development of real
 Company, Inc.                                                          estate on the island of Kauai
     
- -McBryde Sugar                    Hawaii                Eleele,         Sugar cane plantation
 Company, Limited                                       Hawaii
     
- --Island Coffee                   Hawaii                Eleele,         Grow, process and sell
  Company, Inc.                                         Hawaii          coffee
       
- -Ohanui Corporation               Hawaii                Puunene,        Collection and distribution
                                                        Hawaii          of domestic water on island of Maui
     
- -South Shore                      Hawaii                Koloa,          Development and
 Community                                              Hawaii          operation of sewer trans-
 Services, Inc.                                                         mission and treatment system on
                                                                        island of Kauai
     
- -South Shore                      Hawaii                Koloa,          Development and
 Resources, Inc.                                        Hawaii          operation of water
                                                                        source and delivery system on
                                                                        island of Kauai
     
- -WDCI, INC.                       Hawaii                Honolulu,        Ownership, manage-
                                                        Hawaii          ment and development of property
     
- -Hawaiian Sugar                   Hawaii                Crockett,       Carriage of sugar from
 and Transportation                                     California      Hawaii
 Cooperative

Matson Navigation                 Hawaii                San             Ocean carriage of goods
Company, Inc.                                           Francisco,      between West Coast of
                                                        California      United States and Hawaii and
                                                                        Western Pacific ports
  
- -Matson Intermodal                Hawaii                San             Broker, shipper's agent
 System, Inc.                                           Francisco,      and freight forwarder for
                                                        California      overland cargo services of ocean
                                                                        carriers
     
- -Matson Leasing                   Hawaii                San             Container leasing
 Company, Inc.                                          Francisco,
                                                        California
     
- --Pacific                         Hawaii                San             Container leasing
  International                                         Francisco,
  Container                                             California
  Corporation
       
- ---Matson                         Australia             Sydney,         Container leasing
   Leasing                                              Australia
   Company
   Pty Limited
       
- --Matson Leasing                  Germany                Bremen,         Container leasing
  Company GmbH                                           Germany
       
- --Matson Leasing                  Hong Kong              Hong Kong       Container leasing
  Company (HK)
  Limited
       
- --Matson Leasing                  United Kingdom         London          Container leasing
  Company                         England
  Limited
       
- --Matson Leasing                  Singapore              Singapore       Container leasing
  Company
  (Singapore)
  Pte Ltd
       
- --Matson Leasing                  France                  Paris,          Container leasing
  Company                                                 France
  S.A.R.L.
       
- --Matson Leasing                  France                  Paris,          Container leasing
  Company                                                 France
  (Europe) S.A.R.L.
       
- --Matson Leasing                  Brazil                  Rio de          Container leasing
  Company                                                 Janeiro,
  Servicos Ltda.                                          Brazil
       
- -Matson Services                  Hawaii                  San             Tugboat services
 Company, Inc.                                            Francisco,
                                                          California
     
- -Matson Terminals,                Hawaii                  San             Stevedoring and terminal
 Inc.                                                     Francisco,      services
                                                          California      
- -The Matson                       California              San             Inactive
 Company                                                  Francisco,
                                                          California
     
- -The Oceanic                      California              San             Inactive
 Steamship                                                Francisco,
 Company                                                  California
     
</TABLE>

        2.  A brief description of the properties of Claimant and Co-claimant,
and each of their subsidiary public utility companies, used for the generation,
transmission and distribution of electric energy for sale, or for the
production, transmission and distribution of natural or manufactured gas:

Claimant:               None

Co-Claimant:            4 steam-driven generators with rated capacities of 1
                        of 12,000 KW, 2 of 10,000 KW, and 1 of 20,000 KW; 5
                        hydroelectric plants with rated capacities of 1 of
                        1,000 KW, 3 of 1,500 KW and 1 of 500 KW; about 80
                        miles of transmission lines; all located on the
                        island of Maui, State of Hawaii

McBryde Sugar Company,  2 steam-driven generators with rated capacities of
Limited ("McBryde")     7,500 KW; 2 hydroelectric plants with rated
(Note 1)                capacities of 1 of 1,000 KW and 1 of 3,600 KW; about
                        70 miles of transmission lines; all located on the
                        island of Kauai, State of Hawaii

        3.  Information for the calendar year 1994 with respect to Claimant and
Co-claimant, and each of their subsidiary public utility companies:
         (a)(1) Number of kwh of electric energy sold (all sales were at
wholesale):
                Claimant         None
                Co-claimant      101,994,000 kwh
                McBryde          20,381,000 kwh
            (2) Number of Mcf of natural or manufactured gas distributed at
retail:
                None.  Neither Claimant nor Co-claimant, nor any of their
subsidiary public utility companies, distributes any natural or manufactured gas
at retail.
           (b)  Number of kwh of electric energy and Mcf of natural or
manufactured gas distributed at retail outside the State in which each such
company is organized:
                None.  Neither Claimant nor Co-claimant, nor any of their
subsidiary public utility companies, distributes any electric energy or natural
or manufactured gas at retail outside the State in which each such company is
organized.



_______________

Note 1. McBryde Sugar Company, Limited has filed with the Securities and
        Exchange Commission an application for an order declaring that it is
        not an electric utility company.
- ---------------

           (c)  Number of kwh of electric energy and Mcf of natural or
manufactured gas sold at wholesale outside the State in which each such company
is organized, or at the State line:
                None.  Neither Claimant nor Co-claimant, nor any of their
subsidiary public utility companies, sells electric energy or natural or
manufactured gas at wholesale (or otherwise) outside the State in which each
such company is organized, or at the State line.

           (d)  Number of kwh of electric energy and Mcf of natural or
manufactured gas purchased outside the State in which each such company is
organized, or at the State line:
                None.  Neither Claimant nor Co-claimant, nor any of their
subsidiary public utility companies, purchases any electric energy or natural or
manufactured gas outside the State in which each such company is organized, or
at the State line.

        4. The following information for the reporting period with respect to
Claimant and Co-claimant and each interest they hold directly or indirectly in
an EWG or a foreign utility company, stating monetary amounts in United States
dollars:
           (a)  Name, location, business address and description of the
facilities used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas.
                Not applicable.  Neither Claimant nor Co-claimant holds any
interest, directly or indirectly, in an EWG or a foreign utility company.
           (b)  Name of each system company that holds an interest in such EWG
or foreign utility company; and description of the interest held.
                No applicable (see 4(a) above).
           (c)  Type and amount of capital invested, directly or indirectly, by
the holding company claiming exemption; any direct or indirect guarantee of the
security of the EWG or foreign utility company by the holding company claiming
exemption; and any debt or other financial obligation for which there is
recourse, directly or indirectly, to the holding company claiming exemption or
another system company, other than the EWG or foreign utility company.
                Not applicable (see 4(a) above).
           (d)  Capitalization and earnings of the EWG or foreign utility
company during the reporting period.
                Not applicable (see 4(a) above).
           (e)  Identify any service, sales or construction contract(s) between
the EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s).
                Not applicable (see 4(a) above).

<PAGE>
                                        
                                    EXHIBIT A

        Consolidating statements of income and retained earnings of Claimant and

Co-claimant, and their subsidiary companies, for the last calendar year,

together with a consolidating balance sheet of Claimant and Co-claimant, and

their subsidiary companies, as of the close of such calendar year, are attached

hereto.



                                    EXHIBIT B

                             FINANCIAL DATA SCHEDULE

        If, at the time a report on this form is filed, the registrant if
required to submit this report and any amendments thereto electronically via
EDGAR, the registrant shall furnish a Financial Data Schedule.  The Schedule
shall set forth the financial and other data specified below that are applicable
to the registrant on a consolidated basis, and is attached hereto.

                ITEM NO.    CAPTION HEADING
                   1            Total Assets
                   2            Total Operating Revenues
                   3            Net Income



                                    EXHIBIT C

        An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding-company system.

        Not applicable.  Neither Claimant nor Co-claimant holds any interest,
directly or indirectly, in an EWG or a foreign utility company.

<PAGE>

        The above-named Claimant and Co-claimant have caused this joint and

consolidated statement to be duly executed on their behalf by their authorized

officers this 24th day of February, 1995.


ALEXANDER & BALDWIN, INC.            A&B-HAWAII, INC.

(Name of Claimant)                   (Name of Co-Claimant)



By:  /s/ Glenn R. Rogers                 By:  /s/ G. Stephen Holaday
         Glenn R. Rogers                          G. Stephen Holaday
         Vice President                           Senior Vice President






(Corporate Seal)                         (Corporate Seal)

Attest:                          Attest:


 /s/ Alyson J. Nakamura                  /s/ Alyson J. Nakamura
     Asst. Secretary                         Secretary


        Name, title and address of Officer to whom notices and correspondence
concerning this statement should be addressed:

If to Claimant
Alexander & Baldwin Inc.:        Michael J. Marks
                                 Vice President, General Counsel and Secretary
                                 Alexander & Baldwin, Inc.
                                 P. O. Box 3440
                                 Honolulu, Hawaii  96801

If to Co-claimant
A&B-Hawaii, Inc.:                Michael J. Marks
                                 Senior Vice President and General Counsel
                                 A&B-Hawaii, Inc.
                                 P. O. Box 3440
                                 Honolulu, Hawaii  96801


<PAGE>

EXHIBIT A
<TABLE>
<CAPTION>
            ALEXANDER & BALDWIN, INC.
        CONSOLIDATING STATEMENT OF INCOME
      FOR THE YEAR ENDED DECEMBER 31, 1994
                 ($000 omitted)





                                                      ABIC         Elim          ABI          MNC         ABHIC

<S>                                                 <C>           <C>           <C>          <C>          <C>             
OPERATING REVENUES:
  Net sales                                            72,100            0        1,473             0      70,627
  Net sugar sales                                      414,836            0            0             0     414,836
  Transportation and terminal svc                      536,510            0            0       530,218       6,292
  Rentals and other services                           161,764            0        6,902       125,152      29,710
  Equity in earnings of affiliates                           0            0            0             0           0
         Total operating revenues                    1,185,210            0        8,375       655,370     521,465

OPERATING COSTS AND EXPENSES:
  Cost of goods sold                                    51,580            0        1,210             0      50,370
  Cost of sugar sold                                   370,864            0            0             0     370,864
  Cost of services                                     517,322       12,961        2,384       464,355      37,622
    Total operating costs and exp                      939,766       12,961        3,594       464,355     458,856

GROSS MARGIN                                           245,444      (12,961)       4,781       191,015      62,609
GENERAL, ADMIN & SELLING EXPENSES                      120,238            0       11,119        73,863      35,256
INCOME (LOSS) FROM OPERATIONS                          125,206      (12,961)      (6,338)      117,152      27,353

OTHER INCOME:
  Interest - marketable securities                           0            0            0             0           0
  Interest - ccf                                             0            0            0             0           0
  Interest - other invest                                    0            0            0             0           0
  Interest - other                                      11,678            0           23        11,172         483
    Total interest                                      11,678            0           23        11,172         483
  Interest - intercompany                                    0         (232)        (177)            0         409
    Total interest                                      11,678         (232)        (154)       11,172         892
  Dividends                                              2,791            0        2,791             0           0
  Gain on disposal of property                           1,305            0        1,047           258           0
  Gain of sale of securities                                 0            0            0             0           0
  Other                                                  7,181            0           69         2,086       5,026
    Total securities and other                           7,181            0           69         2,086       5,026
    Total other income                                  22,955         (232)       3,753        13,516       5,918

OTHER DEDUCTIONS:
  Interest - long-term debt                                  0            0            0             0           0
  Interest - capital leases                                  0            0            0             0           0
  Interest capitalized                                  (3,725)           0            0             0      (3,725)
  Interest - other                                      31,427      (12,961)         915        25,431      18,042
    Total interest                                      27,702      (12,961)         915        25,431      14,317
  Interest - intercompany .                                  0         (232)          10             0         222
    Total interest                                      27,702      (13,193)         925        25,431      14,539
  Share of joint venture loss                                0            0            0             0           0
  Other                                                  7,224            0          223         3,784       3,217
    Total other deductions                              34,926      (13,193)       1,148        29,215      17,756
INCOME BEFORE TAXES                                    113,235            0       (3,733)      101,453      15,515
INCOME TAXES:
  Current - Federal                                     15,189          (27)      (3,303)       17,023       1,496
  Current - State                                          260          397         (379)        2,060      (1,818)
  Deferred income taxes                                 23,178         (370)        (657)       19,633       4,572
    Total provision                                     38,627            0       (4,339)       38,716       4,250
INCOME BEFORE DEFERRED TAX ADJ.                         74,608            0          606        62,737      11,265
DEFERRED INCOME TAX ADJUSTMENT                               0            0            0             0           0
NET INCOME                                              74,608            0          606        62,737      11,265
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
               A&B - HAWAII, INC.
        CONSOLIDATING STATEMENT OF INCOME
      FOR THE YEAR ENDED DECEMBER 31, 1994
                 ($000 omitted)


                                                     ABHIC         Elim         ABHI          ABP          ABD
<S>                                                 <C>           <C>           <C>           <C>         <C>             
OPERATING REVENUES:
  Net sales                                             70,627       (2,350)      14,695        35,269         514
  Net sugar sales                                      414,836      (83,794)      86,703             0           0
  Transportation and terminal svc                        6,292            0            0             0           0
  Rentals and other services                            29,710       (4,712)         782        17,360          70
  Equity in earnings of affiliates                           0            0            0             0           0
    Total operating revenues                           521,465      (90,856)     102,180        52,629         584

OPERATING COSTS AND EXPENSES:
  Cost of goods sold                                    50,370       (6,819)       7,882        28,772         190
  Cost of sugar sold                                   370,864      (83,794)      83,811             0           0
  Cost of services                                      37,622       (4,082)         376         5,546          14
    Total operating costs and exp                      458,856      (94,695)      92,069        34,318         204

GROSS MARGIN                                            62,609        3,839       10,111        18,311         380
GENERAL, ADMIN & SELLING EXPENSES                       35,256         (630)       6,281         3,886           0
SELLING EXPENSES                                             0            0            0             0           0
INCOME (LOSS) FROM OPERATIONS                           27,353        4,469        3,830        14,425         380

OTHER INCOME:
  Interest - marketable securities                           0            0            0             0           0
  Interest - ccf                                             0            0            0             0           0
  Interest - other invest                                    0            0            0             0           0
  Interest - other                                         483            0          136           334           0
    Total interest                                         483            0          136           334           0
  Interest - intercompany                                  409      (13,991)       7,376         6,853           0
    Total interest                                         892      (13,991)       7,512         7,187           0
  Dividends                                                  0            0            0             0           0
  Gain on disposal of property                               0            0            0             0           0
  Gain of sale of securities                                 0            0            0             0           0
  Other                                                  5,026       (5,000)       5,165           886           0
    Total securities and other                           5,026       (5,000)       5,165           886           0
    Total other income                                   5,918      (18,991)      12,677         8,073           0

OTHER DEDUCTIONS:
  Interest - long-term debt                                  0            0            0             0           0
  Interest - capital leases                                  0            0            0             0           0
  Interest capitalized                                  (3,725)           0            0          (714)          0
  Interest - other                                      18,042            0       11,933             0           0
    Total interest                                      14,317            0       11,933          (714)          0
  Interest - intercompany                                  222      (13,991)       8,846           714           0
    Total interest                                      14,539      (13,991)      20,779             0           0
  Share of joint venture loss                                0            0            0             0           0
  Other                                                  3,217            0          536             0           0
    Total other deductions                              17,756      (13,991)      21,315             0           0
INCOME BEFORE TAXES                                     15,515         (531)      (4,808)       22,498         380
INCOME TAXES:
  Current - Federal                                      1,496        2,574        2,135         6,181         128
  Current - State                                       (1,818)         (54)        (531)          150          68
  Deferred income taxes                                  4,572       (1,757)      (3,856)        1,548          (2)
    Total provision                                      4,250          763       (2,252)        7,879         194
INCOME BEFORE DEFERRED TAX ADJ.                         11,265       (1,294)      (2,556)       14,619         186
DEFERRED INCOME TAX ADJUSTMENT                               0            0            0             0           0
NET INCOME                                              11,265       (1,294)      (2,556)       14,619         186
<PAGE>
</TABLE>
<TABLE>
<CAPTION>

               A&B - HAWAII, INC.
        CONSOLIDATING STATEMENT OF INCOME
      FOR THE YEAR ENDED DECEMBER 31, 1994
                 ($000 omitted)




                                                      WDCI          KDC          SSR          SSC          C&H         MCB
<S>                                                  <C>           <C>          <C>         <C>          <C>         <C>       
OPERATING REVENUES:
  Net sales                                             19,278            0            0             0                   1,299
  Net sugar sales                                            0            0            0             0     405,194       6,733
  Transportation and terminal svc                            0            0            0             0
  Rentals and other services                            12,852            0            0            13
  Equity in earnings of affiliates                           0            0            0             0
    Total operating revenues                            32,130            0            0            13     405,194       8,032

OPERATING COSTS AND EXPENSES:
  Cost of goods sold                                    15,523            0            0             0                     418
  Cost of sugar sold                                         0            0            0             0     362,299       8,548
  Cost of services                                       4,826            0            0            13      23,656
    Total operating costs and exp                       20,349            0            0            13     385,955       8,966

GROSS MARGIN                                            11,781            0            0             0      19,239        (934)
GENERAL, ADMIN & SELLING EXPENSES                          110           72            0             0      24,471
SELLING EXPENSES                                             0            0            0             0 
INCOME (LOSS) FROM OPERATIONS                           11,671          (72)           0             0      (5,232)       (934)

                  OTHER INCOME:
  Interest - marketable securities                           0            0            0             0
  Interest - ccf                                             0            0            0             0
  Interest - other invest                                    0            0            0             0
  Interest - other                                           9            0            0             0
    Total interest                                           9            0            0             0           0           0
  Interest - intercompany                                   (3)           0            0             0
    Total interest                                           6            0            0             0           0           0
  Dividends                                                  0            0            0             0
  Gain on disposal of property                               0            0            0             0
  Gain of sale of securities                                 0            0            0             0
  Other                                                     22            0            0             0         618       3,097
    Total securities and other                              22            0            0             0         618       3,097
    Total other income                                      28            0            0             0         618       3,097

OTHER DEDUCTIONS:
  Interest - long-term debt                                  0            0            0             0
  Interest - capital leases                                  0            0            0             0
  Interest capitalized                                       0       (1,980)         (54)         (977)
  Interest - other                                           0            0            0             0       6,109
    Total interest                                           0       (1,980)         (54)         (977)      6,109           0
  Interest - intercompany                                    0        1,980           54           977         402         965
    Total interest                                           0            0            0             0       6,511         965
  Share of joint venture loss                                0            0            0             0           0           0
  Other                                                      0            0            0             0       2,316         131
    Total other deductions                                   0            0            0             0       8,827       1,096
INCOME BEFORE TAXES                                     11,699          (72)           0             0     (13,441)      1,067
INCOME TAXES:
  Current - Federal                                      2,557          (25)         (19)       (1,118)     (8,279)     (1,250)
  Current - State                                          148           (3)          (1)          (72)     (1,356)       (108)
  Deferred income taxes                                    927            1           20           635       4,382       1,739
    Total provision                                      3,632          (27)           0          (555)     (5,253)        381
INCOME BEFORE DEFERRED TAX ADJ.                          8,067          (45)           0           555      (8,188)        686
DEFERRED INCOME TAX ADJUSTMENT                               0            0            0             0
NET INCOME                                               8,067          (45)           0           555      (8,188)        686
<PAGE>
</TABLE>

<TABLE>
<CAPTION>


               A&B - HAWAII, INC.
        CONSOLIDATING STATEMENT OF INCOME
      FOR THE YEAR ENDED DECEMBER 31, 1994
                 ($000 omitted)



                                                      MCBF          KCC          KTS           OC          EMI
<S>                                                  <C>          <C>          <C>           <C>          <C>                    
OPERATING REVENUES:
  Net sales                                                970                                                 952
  Net sugar sales
  Transportation and terminal svc                                     2,900        3,392
  Rentals and other services                                            297        3,048
  Equity in earnings of affiliates
    Total operating revenues                               970        3,197        6,440             0         952

OPERATING COSTS AND EXPENSES:
  Cost of goods sold                                     3,452                                                 952
  Cost of sugar sold
  Cost of services                                                    2,713        4,560
    Total operating costs and exp                        3,452        2,713        4,560             0         952

GROSS MARGIN                                            (2,482)         484        1,880             0           0
GENERAL, ADMIN & SELLING EXPENSES                                       534          532
INCOME (LOSS) FROM OPERATIONS                           (2,482)         (50)       1,348             0           0

OTHER INCOME:
  Interest - marketable securities
  Interest - ccf
  Interest - other invest
  Interest - other                                                                     4
    Total interest                                                                     4             0           0
  Interest - intercompany                                                32          142
    Total interest                                           0           32          146             0           0
  Dividends
  Gain on disposal of property
  Gain of sale of securities
  Other                                                                                              4         234
    Total securities and other                               0            0            0             4         234
    Total other income                                       0           32          146             4         234

OTHER DEDUCTIONS:
  Interest - long-term debt
  Interest - capital leases
  Interest capitalized
  Interest - other
    Total interest                                                                     0             0           0
  Interest - intercompany                                  275                         0
    Total interest                                         275            0            0             0           0
  Share of joint venture loss                                                          0             0           0
  Other                                                                                              4         230
    Total other deductions                                 275            0            0             4         230
INCOME BEFORE TAXES                                     (2,757)         (18)       1,494             0           4
INCOME TAXES:
  Current - Federal                                     (1,806)          (5)         420                         3
  Current - State                                          (94)          (1)          37                        (1)
  Deferred income taxes                                    849           (1)          88                        (1)
    Total provision                                     (1,051)          (7)         545             0           1
INCOME BEFORE DEFERRED TAX ADJ.                         (1,706)         (11)         949             0           3
DEFERRED INCOME TAX ADJUSTMENT
NET INCOME                                              (1,706)         (11)         949             0           3
<PAGE>
</TABLE>

<TABLE>
<CAPTION>


            ALEXANDER & BALDWIN, INC.
           CONSOLIDATING BALANCE SHEET
                DECEMBER 31, 1994
                 ($000 omitted)



                                                      ABIC              Elim          ABI           MNC       ABHIC
<S>                                                 <C>               <C>           <C>        <C>          <C>        
CURRENT ASSETS:
  Cash                                                   1,057                        37        (1,239)      2,259
  Certificates of deposit                                    0                         0             0           0
  Short-term investments                                 8,500                         0         8,500           0
  Accounts and notes receivable:                                                       0             0           0
    Trade                                              120,027                      (154)       96,364      23,817
    Sugar receivable                                     4,023                         0             0       4,023
    Other                                               18,908                         1        15,480       3,427
                                                                                       0             0           0
  Undistributed return from sugar                       52,648                         0             0      52,648
  Production costs deferred                                  0                         0             0           0
  Property held for Resale                               4,014                         0             0       4,014
  Saleable inventories                                   1,754                         0             0       1,754
  Materials and supplies                                36,275                         0        11,858      24,417
  Deferred income tax                                   15,366        5,879            0             0       9,487
  Prepaid expenses                                      13,180        1,325          937         7,444       3,474
  Other current assets                                   1,345        1,345            0             0           0
  Accrued for deposit in CCF                              (550)                        0          (550)          0
    Total current assets                               276,547        8,549          821       137,857     129,320
INVESTMENTS:  Subsidiaries                                   0     (596,070)     596,070             0           0
              Divisions                                      0      (54,374)      54,374             0           0
              Other                                     64,913                    61,031             0       3,882

REAL ESTATE DEVELOPMENTS                                66,371                     8,196             0      58,175

PROPERTY:
  Land                                                  52,202                    14,145                    38,057
  Buildings                                            190,852                    51,622             0     139,230
  Vessels                                              651,435                         0       651,435           0
  Machinery and equipment                            1,024,398                    11,655       735,369     277,374
  Water, power and sewer system                         86,254                     1,521             0      84,733
  Other property improvements                           88,688                     1,871        51,264      35,553
    Total                                            2,093,829            0       80,814     1,438,068     574,947
  Less accumulated depreciation                        812,283                     7,595       585,567     219,121
    Property - net                                   1,281,546            0       73,219       852,501     355,826
CAPITAL CONSTRUCTION FUND                              176,044                         0       176,044           0
NONCURRENT INTERCO RECEIVABLES                               0                   (54,162)         (346)     54,508
DEFERRED CHARGES AND OTHER ASSETS                       67,367                     1,230         2,194      63,943
                        TOTAL                        1,932,788     (641,895)     740,779     1,168,250     665,654
<PAGE>
</TABLE>

<TABLE>
<CAPTION>

               A&B - HAWAII, INC.
           CONSOLIDATING BALANCE SHEET
                DECEMBER 31, 1994
                 ($000 omitted)


 
                                                            ABHIC    Elim         ABHI          ABP          ABD
<S>                                                      <C>       <C>           <C>            <C>        <C>             
CURRENT ASSETS:
  Cash                                                   2,259                      (623)        2,131
  Certificates of deposit                                    0                         0
  Short-term investments                                     0                         0
  Accounts and notes receivable:                             0
    Trade                                               23,817       (4,311)       1,382           473
    Sugar receivable                                     4,023       14,695      (10,099)
    Other                                                3,427          759        1,661           236
                                                             0
  Undistributed return from sugar                       52,648      (14,695)      13,453
  Production costs deferred                                  0
  Property held for Resale                               4,014          921                      3,093
  Saleable inventories                                   1,754                         0
  Materials and supplies                                24,417                     6,798
  Deferred income tax                                    9,487        9,487            0
  Prepaid expenses                                       3,474       (1,325)       3,683          (484)          1
  Other current assets                                       0                         0
  Accrued for deposit in CCF                                 0                         0
    Total current assets                               129,320        5,531       16,255         5,449           1
INVESTMENTS:  Subsidiaries                                   0     (320,913)     312,243
              Divisions                                      0      (97,382)      97,382
              Other                                      3,882       (6,866)          51         3,824

REAL ESTATE DEVELOPMENTS                                58,175       19,586                        508

PROPERTY:
  Land                                                  38,057       (1,062)       8,775         7,700         413
  Buildings                                            139,230       (5,025)       9,694        28,053           5
  Vessels                                                    0                         0
  Machinery and equipment                              277,374                   132,636         1,743
  Water, power and sewer system                         84,733                    65,412         2,852
  Other property improvements                           35,553      (24,421)       3,041        26,710         666
    Total                                              574,947      (30,508)     219,558        67,058       1,084
  Less accumulated depreciation                        219,121                   133,342        16,122           7
    Property - net                                     355,826      (30,508)      86,216        50,936       1,077
CAPITAL CONSTRUCTION FUND                                    0                         0
NONCURRENT INTERCO RECEIVABLES                          54,508        3,552       (5,713)       51,009      17,288
DEFERRED CHARGES AND OTHER ASSETS                       63,943        1,677        1,768           212
                        TOTAL                          665,654     (425,323)     508,202       111,938      18,366
<PAGE>
</TABLE>

<TABLE>
<CAPTION>


               A&B - HAWAII, INC.
           CONSOLIDATING BALANCE SHEET
                DECEMBER 31, 1994
                 ($000 omitted)



                                                      WDCI          KDC          SSR          SSC          C&H         MCB
<S>                                                 <C>           <C>          <C>          <C>         <C>          <C>    
CURRENT ASSETS:
  Cash                                                  184          (60)                       (11)      1,104        (313)
  Certificates of deposit                                                                                     0
  Short-term investments                                                                                      0
  Accounts and notes receivable:                                                                              0
    Trade                                                69                                              24,913         918
    Sugar receivable                                                                                          0        (573)
    Other                                               204           11                          1           0          21
                                                                                                              0
  Undistributed return from sugar                                                                        52,648       1,242
  Production costs deferred                                                                                   0
  Property held for Resale                                                                                    0
  Saleable inventories                                                                                        0
  Materials and supplies                                                                                 15,129       1,685
  Deferred income tax                                                                                         0
  Prepaid expenses                                      315           17                         15         863         199
  Other current assets                                                                                        0
  Accrued for deposit in CCF                                                                                  0
    Total current assets                                772          (32)           0             5      94,657       3,179
INVESTMENTS:  Subsidiaries                                                                                    0       8,670
              Divisions                                                                                       0
              Other                                                                                           0           7
REAL ESTATE DEVELOPMENTS                                           32,561          640         4,880           0
PROPERTY:
  Land                                              18,405                                               1,541       2,005
  Buildings                                         71,045                                              26,769       3,209
  Vessels                                                                                                  0
  Machinery and equipment                               14          151                                112,073      21,058
  Water, power and sewer system                                                                               0      12,392
  Other property improvements                        1,298        5,708          172           237      10,582       2,113
    Total                                           90,762        5,859          172           237     150,965      40,777
  Less accumulated depreciation                     11,063           74                                 15,067      31,094
    Property - net                                  79,699        5,785          172           237     135,898       9,683
CAPITAL CONSTRUCTION FUND                                                                                     0
NONCURRENT INTERCO RECEIVABLES                      25,723      (23,658)        (311)         (356)     (4,350)     (7,006)
DEFERRED CHARGES AND OTHER ASSETS                   18,621                                              41,449           5
                        TOTAL                      124,815       14,656          501         4,766     267,654      14,538
<PAGE>
</TABLE>

<TABLE>
<CAPTION>

               A&B - HAWAII, INC.
           CONSOLIDATING BALANCE SHEET
                DECEMBER 31, 1994
                 ($000 omitted)


                                                      MCBF          KCC          KTS           OC          EMI
<S>                                                 <C>           <C>           <C>          <C>         <C>  
CURRENT ASSETS:
  Cash                                                              (116)         (37)
  Certificates of deposit                                              0            0
  Short-term investments                                               0            0
  Accounts and notes receivable:                                       0            0
    Trade                                                            255          118
    Sugar receivable                                                   0            0
    Other                                               577           75         (118)
                                                                       0            0
  Undistributed return from sugar                                      0            0
  Production costs deferred                                            0            0
  Property held for Resale                                             0            0
  Saleable inventories                                1,754            0            0
  Materials and supplies                                381           55          369
  Deferred income tax                                                  0            0
  Prepaid expenses                                                    61          105                        24
  Other current assets                                                 0            0
  Accrued for deposit in CCF                                           0            0
    Total current assets                              2,712          330          437             0          24
INVESTMENTS:  Subsidiaries                                             0            0
              Divisions                                                0            0
              Other                                   6,866            0            0
REAL ESTATE DEVELOPMENTS                                               0            0

PROPERTY:
  Land                                                                 0            0                       280
  Buildings                                             159        1,664        3,613                        44
  Vessels                                                              0            0
  Machinery and equipment                             4,207        1,494        3,283                       715
  Water, power and sewer system                                        0          165             7       3,905
  Other property improvements                         9,099           16          332
    Total                                            13,465        3,174        7,393             7       4,944
  Less accumulated depreciation                         969        1,579        5,401             7       4,396
    Property - net                                   12,496        1,595        1,992             0         548
CAPITAL CONSTRUCTION FUND                                              0            0
NONCURRENT INTERCO RECEIVABLES                       (7,209)         723        2,634             2       2,180
DEFERRED CHARGES AND OTHER ASSETS                        51            0            0                       160
                        TOTAL                        14,916        2,648        5,063             2       2,912
<PAGE>
</TABLE>

<TABLE>
<CAPTION>


            ALEXANDER & BALDWIN, INC.
     CONSOLIDATING BALANCE SHEET, CONTINUED
                DECEMBER 31, 1994
                 ($000 omitted)



                                                        ABIC         Elim          ABI          MNC         ABHIC
<S>                                                   <C>           <C>          <C>          <C>         <C>                   
CURRENT LIABILITIES:
  Notes payable                                         58,000            0            0                    58,000
  Current portion long-term debt                        27,239            0        6,658        12,509       8,072
  Current portion capital leases                         7,938            0            0         7,438         500
  Accounts payable                                      36,545           (3)         389        24,291      11,868
  Payrolls and vacation pay                             19,847            0          624        12,039       7,184
  Income taxes - current                                     0        1,458       (4,976)        2,227       1,291
  Income taxes - deferred                                    0        5,783          198        (5,981)          0
  Other taxes                                            5,390            0          472         3,699       1,219
  Postretirement benefits                                6,582            0            4         1,284       5,294
  Uninsured claims                                      12,110            0            0         9,408       2,702
  Reserve for drydocking                                 1,158            0            0         1,158           0
  Other liabilities                                     30,022            2        2,328        11,455      16,237
    Total current liabilities                          204,831        7,240        5,697        79,527     112,367
LONG-TERM LIABILITIES:
  Long-term debt                                       526,231            0        1,084       336,427     188,720
  Long-term interco notes payable                            0            0            0             0           0
  Capital lease obligations                             35,274            0            0        31,774       3,500
  Postretirement benefits                              116,610            1           37        25,778      90,794
  Other                                                 67,267           (1)       6,364        33,716      27,188
    Total long-term liabilities                        745,382            0        7,485       427,695     310,202
DEFERRED CREDITS:
  Deferred income taxes                                349,961          (17)      40,610       257,996      51,372
  Deferred income                                            0                         0             0           0
    Total deferred credits                             349,961          (17)      40,610       257,996      51,372
    Total liabilities                                1,300,174        7,223       53,792       765,218     473,941
SHAREHOLDERS' EQUITY:
  Capital stock                                         37,493           (2)      37,493             1           1
  Additional capital                                    38,862     (149,381)      38,862        21,836     127,545
  Unrealized holding gains                              29,073            0       29,073             0           0
  Retained earnings                                    541,910     (445,362)     541,910       381,195      64,167
  Treasury stock                                       (14,724)                  (14,724)            0           0
  Division investment                                        0      (54,373)      54,373             0           0
    Total shareholders' equity                         632,614     (649,118)     686,987       403,032     191,713
    TOTAL                                            1,932,788     (641,895)     740,779     1,168,250     665,654
<PAGE>
</TABLE>

<TABLE>
<CAPTION>


               A&B - HAWAII, INC.
     CONSOLIDATING BALANCE SHEET, CONTINUED
                DECEMBER 31, 1994
                 ($000 omitted)



                                                        ABHIC         Elim         ABHI          ABP          ABD
<S>                                                   <C>           <C>          <C>           <C>           <C>            
CURRENT LIABILITIES:
  Notes payable                                         58,000                         0
  Current portion long-term debt                         8,072                     5,410
  Current portion capital leases                           500                         0
  Accounts payable                                      11,868          (23)       2,680         3,109
  Payrolls and vacation pay                              7,184                     2,243           243
  Income taxes - current                                 1,291        3,319       (1,237)         (368)        179
  Income taxes - deferred                                    0        7,168           84            16           2
  Other taxes                                            1,219                        80            60
  Postretirement benefits                                5,294                     1,245            36
  Uninsured claims                                       2,702                         0
  Reserve for drydocking                                     0                         0
  Other liabilities                                     16,237         (145)       6,856         1,096
    Total current liabilities                          112,367       10,319       17,361         4,192         181
LONG-TERM LIABILITIES:
  Long-term debt                                       188,720                   154,701
  Long-term interco notes payable                            0
  Capital lease obligations                              3,500                         0
  Postretirement benefits                               90,794         (110)      25,250           533
  Other                                                 27,188          110        2,195
    Total long-term liabilities                        310,202            0      182,146           533           0
DEFERRED CREDITS:
  Deferred income taxes                                 51,372       (3,406)      14,204         8,595          71
  Deferred income                                            0                         0
    Total deferred credits                              51,372       (3,406)      14,204         8,595          71
    Total liabilities                                  473,941        6,913      213,711        13,320         252
SHAREHOLDERS' EQUITY:
  Capital stock                                              1      (40,329)           1           452           1
  Additional capital                                   127,545     (192,279)     127,545        34,658      11,519
  Unrealized holding gains                                   0
  Retained earnings                                     64,167      (98,345)      68,710        63,508       6,594
  Treasury stock                                             0           83            0
  Division investment                                        0     (101,366)      98,235
    Total shareholders' equity                         191,713     (432,236)     294,491        98,618      18,114
    TOTAL                                              665,654     (425,323)     508,202       111,938      18,366
<PAGE>
</TABLE>

<TABLE>
<CAPTION>

               A&B - HAWAII, INC.
     CONSOLIDATING BALANCE SHEET, CONTINUED
                DECEMBER 31, 1994
                 ($000 omitted)


                                                        WDCI          KDC          SSR          SSC          C&H         MCB
<S>                                                   <C>           <C>           <C>          <C>          <C>        <C>         
CURRENT LIABILITIES:
  Notes payable                                                                                             58,000
  Current portion long-term debt                                                                             2,662
  Current portion capital leases                                                                               500
  Accounts payable                                          86          316                                  4,917         562
  Payrolls and vacation pay                                              58                                  3,941         467
  Income taxes - current                                   642           (6)        (786)         (225)       (339)      2,265
  Income taxes - deferred                                  (49)                       (1)                   (6,045)       (879)
  Other taxes                                                1            1                                  1,050           7
  Postretirement benefits                                                 5                                  3,240         552
  Uninsured claims                                                                                           2,702
  Reserve for drydocking                                                                                         0
  Other liabilities                                        126           40                                  8,029         184

    Total current liabilities                              806          414         (787)         (225)     78,657       3,158
LONG-TERM LIABILITIES:
  Long-term debt                                                                                            34,019
  Long-term interco notes payable                                                                                0
  Capital lease obligations                                                                                  3,500
  Postretirement benefits                                                                                   52,703       9,304
  Other                                                                                                     25,985        (725)
    Total long-term liabilities                              0                         0                   116,207       8,579
DEFERRED CREDITS:
  Deferred income taxes                                 30,626       (1,213)         787           435         (70)       (626)
  Deferred income                                                                                                0
    Total deferred credits                              30,626       (1,213)         787           435         (70)       (626)
    Total liabilities                                   31,432         (799)           0           210     194,794      11,111
SHAREHOLDERS' EQUITY:
  Capital stock                                            912       15,501          501         4,001      15,179       2,350
  Additional capital                                    59,849                                              63,330      10,185
  Unrealized holding gains                                                                                       0
  Retained earnings                                     32,622          (46)                       555      (5,649)     (9,025)
  Treasury stock                                                                                                 0         (83)
  Division investment                                                                                            0
    Total shareholders' equity                          93,383       15,455          501         4,556      72,860       3,427
    TOTAL                                              124,815       14,656          501         4,766     267,654      14,538
<PAGE>
</TABLE>

<TABLE>
<CAPTION>


               A&B - HAWAII, INC.
     CONSOLIDATING BALANCE SHEET, CONTINUED
                DECEMBER 31, 1994
                 ($000 omitted)



                                                       MCBF          KCC          KTS           OC          EMI
<S>                                                  <C>           <C>          <C>           <C>         <C>     
CURRENT LIABILITIES:
  Notes payable                                                        0            0
  Current portion long-term debt                                       0            0
  Current portion capital leases                                       0            0
  Accounts payable                                                    86          135
  Payrolls and vacation pay                                           85          127                        20
  Income taxes - current                             (2,136)          13          (22)                       (8)
  Income taxes - deferred                                            (19)        (268)                       (9)
  Other taxes                                                          6           14
  Postretirement benefits                                             31          164                        21
  Uninsured claims                                                     0            0
  Reserve for drydocking                                               0            0
  Other liabilities                                                   18           33
    Total current liabilities                        (2,136)         220          183             0          24
LONG-TERM LIABILITIES:
  Long-term debt                                                       0            0
  Long-term interco notes payable                                      0            0
  Capital lease obligations                                            0            0
  Postretirement benefits                                            640        2,180                       294
  Other                                               1,120         (285)      (1,217)                        5
    Total long-term liabilities                       1,120          355          963             0         299
DEFERRED CREDITS:
  Deferred income taxes                               1,960           26           98                      (115)
  Deferred income                                                      0            0
    Total deferred credits                            1,960           26           98             0        (115)
    Total liabilities                                   944          601        1,244             0         208
SHAREHOLDERS' EQUITY:
  Capital stock                                           1            1            1             2       1,427
  Additional capital                                  8,669          250        2,917                       902
  Unrealized holding gains                                             0            0
  Retained earnings                                   2,171        1,796          901                       375
  Treasury stock                                                       0            0
  Division investment                                 3,131            0            0
    Total shareholders' equity                       13,972        2,047        3,819             2       2,704
    TOTAL                                            14,916        2,648        5,063             2       2,912
<PAGE>
</TABLE>

<TABLE>
<CAPTION>

            ALEXANDER & BALDWIN, INC.
  CONSOLIDATING STATEMENT OF RETAINED EARNINGS
      FOR THE YEAR ENDED DECEMBER 31, 1994
                 ($000 omitted)



                                                      ABIC              Elim          ABI           MNC       ABHIC
<S>                                                  <S>               <S>           <S>           <S>       <S>            
Balance at December 31, 1993                           525,192     (432,684)     525,192       378,458      54,226

Net income                                              74,608            0          606        62,737      11,265

Dividends to shareholders                              (40,563)                  (40,563)                        0

Capital stock purchased and retired                    (17,175)                  (17,175)                        0

Intercompany dividends                                       0       60,000            0       (60,000)          0

Stock acquired in payment of options                      (152)                     (152)                        0

Investment in subsidiaries, changed from
  cost to equity method                                      0      (76,237)      76,237

Other                                                        0        3,559       (2,235)                   (1,324)

Balance at December 31, 1994                           541,910     (445,362)     541,910       381,195      64,167
<PAGE>
</TABLE>

<TABLE>
<CAPTION>

               A&B - HAWAII, INC.
  CONSOLIDATING STATEMENT OF RETAINED EARNINGS
      FOR THE YEAR ENDED DECEMBER 31, 1994
                 ($000 omitted)



                                                     ABHIC         Elim         ABHI          ABP          ABD
<S>                                                 <C>           <C>          <C>            <C>          <C>          
Balance at December 31, 1993                            54,226      (82,458)      54,226        59,426       6,408

Net income                                              11,265       (1,294)      (2,556)       14,619         186

Dividends to shareholders                                    0                         0

Capital stock purchased and retired                          0                         0

Intercompany dividends                                       0       10,511            0       (10,511)

Stock acquired in payment of options                         0                         0

Investment in subsidiaries changed from                                           0
  cost to equity method                                             (24,681)      24,681

Other                                                   (1,324)       2,796      (10,860)          (26)

Balance at December 31, 1994                            64,167      (95,126)      65,491        63,508       6,594
<PAGE>
</TABLE>

<TABLE>
<CAPTION>


               A&B - HAWAII, INC.
  CONSOLIDATING STATEMENT OF RETAINED EARNINGS
      FOR THE YEAR ENDED DECEMBER 31, 1994
                 ($000 omitted)


                                                        WDCI          KDC          SSR          SSC          C&H         MCB
<S>                                                    <C>           <C>          <C>          <C>          <C>         <C>      
Balance at December 31, 1993                            24,653           (1)                                 2,539      (9,711)

Net income                                               8,067          (45)                       555      (8,188)        686

Dividends to shareholders

Capital stock purchased and retired

Intercompany dividends

Stock acquired in payment of options

Investment in subsidiaries changed from
  cost to equity method

Other                                                      (98)

Balance at December 31, 1994                            32,622          (46)           0           555      (5,649)     (9,025)
<PAGE>
</TABLE>

<TABLE>
<CAPTION>


               A&B - HAWAII, INC.
  CONSOLIDATING STATEMENT OF RETAINED EARNINGS
      FOR THE YEAR ENDED DECEMBER 31, 1994
                 ($000 omitted)


                                                      MCBF          KCC          KTS           OC          EMI
<S>                                                  <C>           <C>          <C>           <C>        <C>           
Balance at December 31, 1993                            (2,989)       1,809          (48)            0         372

Net income                                              (1,706)         (11)         949                         3

Dividends to shareholders

Capital stock purchased and retired

Intercompany dividends

Stock acquired in payment of options

Investment in subsidiaries changed from
  cost to equity method

Other                                                    6,866           (2)

Balance at December 31, 1994                             2,171        1,796          901             0         375
<PAGE>
</TABLE>

LEGEND OF COMPANY REFERENCES IN CONSOLIDATING FINANCIAL SCHEDULES:
        
        ABIC          Alexander & Baldwin, Inc. Consolidated
        Elim          Eliminations
        ABI           Alexander & Baldwin, Inc.
        MNC           Matson Navigation Company, Inc.
        ABHIC         A&B - Hawaii, Inc. Consolidated
        ABHI          A&B - Hawaii, Inc.
        ABP           A&B Properties, Inc.
        ADB           A&B Development Co. (Calif), Inc.
        WDCI          Wailea Development Co., Inc.
        KDC           Kukuiula Development Co., Inc.
        SSR           South Shore Resources, Inc.
        SSC           South Shore Community Services, Inc.
        C&H           California & Hawaiian Sugar Co.
        MCB           McBryde Sugar Co., Limited
        MCBF          McBryde Farms, Inc.
        KCC           Kauai Commercial Co., Inc.
        KTS           Kahului Trucking & Storage, Inc.
        OC            Ohanui Corp.
        EMI           East Maui Irrigation Company Limited
<PAGE>


NOTES TO FINANCIAL STATEMENTS

ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION:  The consolidated financial statements include the
accounts of Alexander & Baldwin, Inc. and all subsidiaries, after elimination
of significant intercompany amounts.

OCEAN TRANSPORTATION:  Voyage revenue and variable costs and expenses are
included in income at the time each voyage commences.

Vessel depreciation, charter hire, terminal operating overhead and general and
administrative expenses are charged to expense as incurred.  Expected costs of
regularly-scheduled dry docking of vessels and planned major vessel repairs
performed during dry docking are accrued.

CONTAINER LEASING:  Revenue and maintenance and repair costs are recorded
ratably over the terms of specific lease and rental agreements.  Container
depreciation and general and administrative expenses are charged to expense as
incurred.  Interest expense is included in cost of services.

PROPERTY DEVELOPMENT AND MANAGEMENT:  Sales are recorded when the risks and
benefits of ownership have passed to the buyers (generally at closing dates),
adequate down payments have been received and collection of remaining balances
is reasonably assured.

Expenditures for real estate developments are capitalized during construction
and are classified either as Property or as Real Estate Held For Sale when
construction is complete, based upon the Company's intent. Cash flows related
to real estate developments are classified as operating or investing
activities, based upon the Company's intention either to sell the property or
to retain ownership of the property as an investment following completion of
construction.

FOOD PRODUCTS:  Revenue is recorded when refined sugar products and coffee are
sold to third parties.

Costs of growing sugar cane are charged to the cost of production in the year
incurred and to cost of sales as refined products are sold.  The cost of raw
cane sugar purchased from third parties is recorded as inventory at the
purchase price.

Costs of developing coffee are capitalized during the development period and
depreciated over the estimated productive lives of the orchards.  Costs of
growing coffee are charged to inventory in the year incurred and to cost of
sales as coffee is sold.

CASH AND CASH EQUIVALENTS:  The Company considers highly liquid investments
purchased with original maturities of three months or less, which have no
significant risk of change in value, to be cash equivalents.

INVENTORIES:  Sugar inventory, consisting of raw and refined sugar, is stated
at the lower of cost (first-in, first-out basis) or market.  Other
inventories, composed principally of materials and supplies, are stated at the
lower of cost (principally average cost) or market.

PROPERTY:  Property is stated at cost.  Major renewals and betterments are
capitalized.  Replacements, maintenance and repairs which do not improve or
extend asset lives are charged to expense as incurred.  Assets held under
capital leases are included with property owned.  Gains or losses from
property disposal are included in income.

CAPITALIZED INTEREST:  Interest costs incurred in connection with significant
expenditures for real estate developments or the construction of assets are
capitalized.

DEPRECIATION:  Depreciation is computed using the straight-line method.
Depreciation expense includes amortization of assets under capital leases and
vessel spare parts.

Estimated useful lives of property are as follows:

Buildings                 10 to 50 years
Vessels                   14 to 40 years
Marine containers              15 years
Machinery and equipment   3 to 35 years
Utility systems and other
  depreciable property     5 to 60 years

OTHER NON-CURRENT ASSETS:  Other non-current assets consist principally of
supply contracts and other intangible assets.  These assets are being
amortized using the straight-line method over periods not exceeding 30 years.

PENSION PLANS:  Certain ocean transportation subsidiaries are members of the
Pacific Maritime Association (PMA), the Maritime Service Committee or the
Hawaii Stevedore Committee, which negotiate multi-employer pension plans
covering certain seagoing and shoreside bargaining unit personnel.  The
subsidiaries negotiate multi-employer pension plans covering other bargaining-
unit personnel.  Pension costs are accrued in accordance with contribution
rates established by the PMA, the parties to a plan or the trustees of a plan.
Several trusteed, noncontributory, single-employer defined benefit plans cover
substantially all other employees.

INCOME TAXES:  Current income tax expense is based on revenue and expenses in
the Statements of Income.  Deferred income tax liabilities and assets are
computed at current tax rates for temporary differences between the financial
statements and income tax returns.

FAIR VALUES:  The carrying values of current assets (other than inventories,
real estate held for sale, deferred income taxes and prepaid and other assets)
and of debt instruments are reasonable estimates of their fair values.

FUTURES CONTRACTS:  Realized and unrealized gains and losses on commodity
futures contracts are deferred and recorded in inventory in the period in
which the related inventory purchases occur.  These amounts are  not
significant.

ENVIRONMENTAL COSTS:  Environmental expenditures that relate to current
operations are expensed or capitalized as appropriate.  Expenditures that
relate to an existing condition caused by past operations or events and which
do not contribute to current or future revenue generation, are charged to
expense.  Liabilities are recorded when environmental assessments or remedial
efforts are probable and the costs can be reasonably estimated.

RECLASSIFICATION:  Certain amounts in the 1993 and 1992 financial statements
have been reclassified to conform with the 1994 presentation.

2.  POST-RETIREMENT BENEFIT PLANS

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 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.

In 1992, the Company adopted the provisions of Statement of Financial
Accounting Standards (SFAS) No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," which require the accrual of post-retirement
benefits during the years an employee provides services to the Company. Prior
to 1992, the costs of such benefits (principally medical and group life
insurance premiums) were charged to expense on a pay-as-you-go basis. The
Company elected to immediately recognize the accumulated post-retirement
benefit obligation upon adoption of the Standard. The cumulative effect of
this accounting change as of January 1, 1992, resulted in a decrease in net
income of $41,551,000, or $0.90 per share, in 1992.

The net periodic cost for post-retirement health care and life insurance
benefits during 1994, 1993 and 1992 included the following:
<TABLE>
<CAPTION>
                                  1994       1993      1992
                                      (In thousands)
<S>                              <C>      <C>       <C>
Service cost                    $ 2,149     $1,524     $1,420
Interest cost                     7,825      4,742      4,598
Net amortization                   (216)        -          -
Post-retirement benefit cost    $ 9,758     $6,266     $6,018
</TABLE>
The unfunded accumulated post-retirement benefit obligation at December 31,
1994 and 1993 is summarized below:
<TABLE>
<CAPTION>
                                      1994          1993
                                        (In thousands)
<S>                              <C>            <C>  
Accumulated post-retirement 
benefit obligation:
 Retirees                          $ 64,619      $ 70,246
 Fully-eligible active
   plan participants                 10,577        10,924
 Other active plan participants      30,359        33,668
 Unrecognized prior service cost      3,215         2,810
 Unrecognized net gain               14,422         1,926
   Total                            123,192       119,574
 Current obligation                   6,582         6,676
 Non-current obligation            $116,610      $112,898
</TABLE>

For 1994 and 1993, the weighted average discount rates used in determining the
accumulated post-retirement benefit obligation were 8% and 7%, respectively,
and the assumed health care cost trend rate used in measuring the accumulated
post-retirement benefit obligation for both years was 10% for 1993 through
2001, decreasing to 5% thereafter.  If the assumed health care cost trend rate
were increased by one percentage point, the accumulated post-retirement
benefit obligation as of December 31, 1994 and 1993 would have increased by
approximately $12,235,000 and $13,386,000, respectively, and the net periodic
post-retirement benefit cost for 1994 and 1993 would have increased by
approximately $2,153,000 and $989,000, respectively.

3.  EMPLOYEE BENEFIT PLANS

Total contributions to the multi-employer pension plans covering personnel in
shoreside and seagoing bargaining units were $8,216,000 in 1994, $8,626,000 in
1993 and $7,638,000 in 1992.  Union collective bargaining agreements provide
that total employer contributions during the terms of the agreements be
sufficient to meet the normal costs and amortization payments required to be
funded during those periods.  Contributions are generally based on union labor
used or cargo handled or carried.  A portion of such contributions is for
unfunded accrued actuarial liabilities of the plans being funded over periods
of 25 to 40 years, which began between 1967 and 1976.

The multi-employer plans are subject to the plan termination insurance
provisions of the Employee Retirement Income Security Act of 1974, as amended,
and are paying premiums to the Pension Benefit Guarantee Corporation (PBGC).
The statutes provide that an employer which withdraws from or significantly
reduces its contribution obligation to a multi-employer plan generally will be
required to continue funding its proportional share of the plan's unfunded
vested benefits.

In 1994, a subsidiary terminated a single-employer defined benefit pension
plan covering longshore personnel in Hawaii. Concurrently, the subsidiary
joined a multi-employer pension plan with the other major stevedoring
companies in Hawaii.  As a result of this action, the previously-recorded
unfunded pension obligation of the terminated single-employer plan of
$2,348,000 was eliminated.  This elimination was recorded as a reduction of
expenses in the Statements of Income.  All employees previously covered under
the single-employer plan are now covered under the multi-employer plan without
loss of vesting or benefits.

Under special rules approved by the PBGC and adopted by the longshore plan in
1984, the Company could cease Pacific Coast cargo-handling operations
permanently and stop contributing to the plan without any withdrawal
liability, provided that the plan meets certain funding obligations as defined
in the plan.  The estimated withdrawal liabilities under the Hawaii longshore
plan and the seagoing plans aggregated approximately $7,378,000 for various
plan years ended December 1994 and 1993, and July 1994, based on estimates by
plan actuaries.  Management has no present intention of withdrawing from and
does not anticipate termination of any of the aforementioned plans.

The net cost (benefit) of single-employer defined benefit pension plans,
covering substantially all other employees, was $3,816,000 in 1994, $4,318,000
in 1993 and $(510,000) in 1992.  Expense components for all single-employer
plans for the three years were as follows:
<TABLE>
<CAPTION>
                                      1994      1993       1992
                                         (In thousands)
<S>                                <C>      <C>        <C>
Service cost--benefits earned
  during the year                   $ 7,317    $ 5,907    $ 4,528
Interest cost on projected
  benefit obligations                20,542     17,584     11,755
Actual return on plan assets        (24,122)   (18,776)   (14,252)
Net amortization and deferral        (1,221)    (2,514)    (2,541)
Curtailment and termination
  benefits                            1,300      2,117        -
Net pension cost (benefit)          $ 3,816     $4,318    $  (510)
</TABLE>
The funded status of the single-employer plans at December 31, 1994 and 1993
was as follows:
<TABLE>
<CAPTION>
                                     1994                  1993
                                            (In thousands)

                                 Assets   Accumulated    Assets Accumulated
                                 Exceed     Benefits     Exceed   Benefits
                              Accumulated    Exceed   Accumulated  Exceed
                                Benefits     Assets     Benefits   Assets
<S>                           <C>        <C>         <C>       <C>
Actuarial present value of 
benefit obligation:
   Vested benefits              $122,153  $112,925    $138,110  $113,585
   Non-vested benefits             3,830     4,297       6,853     3,102
   Accumulated benefit
     obligation                  125,983   117,222     144,963   116,687
   Additional amounts
     related to projected
     compensation levels          22,927    11,277      29,180    15,707
   Projected benefit
     obligation                  148,910   128,499     174,143   132,394
Plan assets at fair value        178,118   104,867     202,071   102,527

(Excess) Deficiency of
   plan assets over
   projected benefit
   obligation.                  (29,208)    23,632     (27,928)   29,867

Prior service costs to be
   recognized in future
   years                         (2,121)   (1,656)      (2,551)   (1,576)
Unrecognized actuarial
   net gain (loss)               27,468    (1,227)      25,517    (3,326)
Unrecognized net asset
   (obligation) at January 1,
   1987 (being amortized over
   periods of 4 to 15 years)       4,660       385       6,428      (293)

Accrued pension liability       $    799  $ 21,134    $  1,466   $24,672
</TABLE>

For 1994 and 1993, projected benefit obligations were determined using
discount rates of 8% and 7%, respectively, and assumed increases in future
compensation levels of 5% for both years.  The expected long-term rate of
return on assets for both years was 8 1/4%.  The assets of the plans consist
principally of listed stocks and bonds.

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 projected benefit obligation, included with other non-
current liabilities, relating to these unfunded plans, totaled $7,661,000 and
$7,285,000 at December 31, 1994 and 1993, respectively.

4.  INVESTMENTS

At December 31, 1994 and 1993, investments principally consisted of marketable
equity securities, limited partnership interests and purchase-money mortgages.

Effective January 1, 1994, the Company adopted SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities."  The marketable equity
securities are classified as "available for sale" and are, at December 31,
1994, stated at quoted market values totaling $56,312,000 (cost basis
$9,966,000).  The unrealized holding gain on these securities as of December
31, 1994 amounted to $29,073,000, net of deferred income taxes, and has been
recorded as a separate component of shareholders' equity.

At December 31, 1993, these securities were stated at their historical cost
basis of $10,486,000 (quoted market value was $64,129,000).

The remaining investments are recorded at cost, which approximated market
values, of $8,601,000 and $6,963,000 at December 31, 1994 and 1993,
respectively.

See Note 9 for a discussion of market values of investments in the Capital
Construction Fund.

5.   LEASES

THE COMPANY AS LESSEE:  Various subsidiaries of the Company lease  a vessel
and certain land, buildings and equipment under both capital and operating
leases.  Capital leases include one vessel leased for a term of 25 years
ending in 1998; containers, machinery and equipment for terms of 5 to 12 years
expiring through 1997; and a wastewater treatment facility in California, the
title of which will revert to a subsidiary in 2002.  Principal operating
leases cover office and terminal facilities for periods which expire between
1995 and 2026.  Management expects that in the normal course of business, most
operating leases will be renewed or replaced by other leases.

Rental expense under operating leases for the three years ended December 31,
1994 is shown below:
<TABLE>
<CAPTION>
                                      1994     1993     1992
                                         (In thousands)
<S>                                 <C>      <C>      <C>
Minimum rentals                      $47,500  $43,050  $43,212
Contingent rentals                       669      220      330
  Total                              $48,169  $43,270  $43,542
</TABLE>

Contingent rentals are based principally on the use of certain terminal and
port facilities and the use of agricultural water and land.  Payments for
certain leased terminal and port facilities are compensated by charges under
tariffs paid by others.  Income from sublease rentals is not significant.

Assets recorded under capital lease obligations and included in property at
December 31, 1994 and 1993 were as follows:
<TABLE>
<CAPTION>
                                                1994     1993
                                               (In thousands)
<S>                                          <S>       <S>
Vessels                                       $ 55,253  $ 55,253
Machinery and equipment                         42,870    50,056
  Total                                         98,123   105,309
Less accumulated amortization                   86,115    80,021
Property under capital leases--net            $ 12,008  $ 25,288
</TABLE>

Future minimum payments under all leases and the present value of minimum
capital lease payments as of December 31, 1994 were as follows:
<TABLE>
<CAPTION>
                                             Capital   Operating
                                              Leases     Leases
                                               (In thousands)
<S>                                          <C>       <C>
1995                                          $11,935   $27,120
1996                                           14,759    17,654
1997                                           15,026    15,223
1998                                           10,703    14,849
1999                                              609    14,870
Thereafter                                      1,641   121,405
Total minimum lease payments                   54,673  $211,121
Less amount representing interest              11,461
Present value of future minimum payments       43,212
Less current portion                            7,938
Long-term obligations at December 31, 1994    $35,274
</TABLE>

As described in Note 6, a subsidiary is obligated to pay principal of and
interest on Special Facility Revenue Bonds issued by the Department of
Transportation of the State of Hawaii to finance construction of terminal
facilities which are leased by a subsidiary.  Rent expense for the facilities
includes bond interest.  An accrual, included in long-term debt, provides for
a pro-rata portion of the principal due on these bonds.

THE COMPANY AS LESSOR:  Various Company subsidiaries lease land, buildings,
land improvements and marine containers under operating leases.  The
historical cost of and accumulated depreciation on leased property at December
31, 1994 and 1993 were as follows:
<TABLE>
<CAPTION>
                                               1994     1993
                                              (In thousands)
<S>                                          <C>       <C>
Leased property                               $578,190   $568,280
Less accumulated amortization                 97,793       74,621
Property under operating leases--net          $480,397   $493,659
</TABLE>

Total rental income under these operating leases for the three years ended
December 31, 1994 was as follows:
<TABLE>
<CAPTION>
                                      1994     1993     1992
                                         (In thousands)
<S>                                 <C>      <C>      <C>
Minimum rentals                      $57,864  $58,838  $55,358
Contingent rentals (based
  on sales volume)                     1,515    1,111    1,160
  Total                              $59,379  $59,949  $56,518
</TABLE>


Future minimum rental income on non-cancelable leases at December 31, 1994 was
as follows:
<TABLE>
<CAPTION>
                                    Operating
                                      Leases
                                  (In thousands)
<S>                                 <C>
1995                                 $ 48,234
1996                                   42,160
1997                                   33,554
1998                                   20,832
1999                                   15,674
Thereafter                            164,777
 Total                               $325,231
</TABLE>

6.  LONG-TERM DEBT, CREDIT AGREEMENTS

At December 31, 1994 and 1993, long-term debt consisted of the following:
<TABLE>
<CAPTION>
                                                      1994          1993
                                                       (In thousands)
<S>                                                <C>          <C>
Commercial paper, 3.2% - 6.3%, due 1995              $304,301     $310,908
Bank revolving credit loans (1994 high 6.63%, low 3.63%)
 due after 1994                                        52,500       61,000
Term loans:
 7.19%, payable through 2007                           75,000       75,000
 9%, payable through 1999                              50,000       50,000
 8%, payable through 2000                              50,000       50,000
 9.05%, payable through 1999                           32,611       37,558
 9.8%, payable through 2004                            20,833       22,917
 7.65%, payable through 2001                           10,000       10,000
 11.78%, payable through 1997                           1,848        2,361
 9.1%, repaid in 1994                                     -         22,000
 10.03%, repaid in 1994                                   -          3,300
Mortgage loans, collateralized by
land and buildings:
 11%, payable through 1995                              3,046        3,091
 12.5%, payable through 1995                            2,724        2,765
 Other                                                    281           29
Limited partnership subscription
notes, no interest,
 payable through 1996                                   1,700        2,550
Special facility revenue bonds,
 5.75%, payable 2013                                    6,626        6,083
   Total                                              611,470      659,562
   Less current portion                                27,239       13,089
   Commercial paper classified 
     as current                                        58,000       64,000
   Long-term debt                                    $526,231     $582,473
</TABLE>

REVOLVING CREDIT FACILITIES:  The Company and a subsidiary have a revolving
credit and term loan agreement with five commercial banks, whereby they may
borrow up to $155,000,000 under revolving loans to November 30, 1996 at
varying rates of interest.  Any revolving loan outstanding on that date may be
converted into a term loan, which would be payable in 16 equal quarterly
installments.  The agreement contains certain restrictive covenants, the most
significant of which requires the maintenance of an interest coverage ratio of
2:1.  At December 31, 1994 and 1993, $20,000,000 and $55,000,000,
respectively, were outstanding under this agreement.

The Company and a subsidiary have an uncommitted $65,000,000 short-term
revolving credit agreement with a commercial bank.  The agreement extends to
November 30, 1995, but may be canceled by the bank at any time.  At December
31, 1994 and 1993, $12,500,000 and $6,000,000, respectively, were outstanding
under this agreement.

In 1994, the Company and a subsidiary entered into an uncommitted $25,000,000
revolving credit agreement with a commercial bank.  The agreement extends to
July 18, 1997.  At December 31, 1994, $20,000,000 was outstanding under this
agreement.

A subsidiary has a $25,000,000 two-year revolving credit agreement with a
financial institution to provide general corporate funds.  At December 31,
1994 and 1993, no balances were outstanding under this agreement.

A subsidiary has a $25,000,000 revolving credit agreement maturing April 1995.
This agreement serves as a commercial paper liquidity back-up line.  The
Company intends to renew this agreement upon maturity.  At December 31, 1994
and 1993, no balances were outstanding under this agreement.

TERM LOANS:  In 1993, an unsecured series of 19 notes, which aggregated
$75,000,000, with varying maturity dates ranging from 1997 through 2007, and
with interest rates ranging from 6.23% to 7.46% (average 7.19%), were entered
into in connection with the acquisition of California and Hawaiian Sugar
Company, Inc. (C&H).

As a result of the purchase of C&H, a subsidiary has a term loan with
outstanding balances of $20,833,000 and $22,917,000 at December 31, 1994 and
1993, respectively.  Annual principal payments of $2,083,000 are payable
through 2004.  Interest, at 9.8%, is payable quarterly.  The loan is
guaranteed by the subsidiary's parent and the Company.

COMMERCIAL PAPER:  There are three commercial paper programs.

The first program was used by a subsidiary to finance the construction of a
vessel, which was completed in 1992.  At December 31, 1994, $149,570,000 of
commercial paper notes was outstanding under this program. Maturities ranged
from 3 to 41 days.  The borrowings outstanding under this program are
classified as long-term since the subsidiary intends to continue the program
indefinitely, and eventually to repay the program with qualified withdrawals
from the Capital Construction Fund.

The second commercial paper program, which commenced in 1992, was used to
finance the acquisition of marine containers.  At December 31, 1994,
$82,731,000 of commercial paper notes was outstanding under this program.
Maturities ranged from 4 to 37 days. The commercial paper borrowings
outstanding under this program are classified as long-term since the
subsidiary intends to continue this program on a long-term basis and has
established the necessary credit facilities to do so.  At December 31, 1994,
$100,000,000 of long-term revolving credit facilities was available to support
these outstanding notes.

The third commercial paper program is used by a subsidiary to fund the
purchases of sugar inventory from Hawaii sugar growers and to provide working
capital for sugar refining and marketing operations.  At December 31, 1994,
$72,000,000 of commercial paper notes was outstanding under this program.  The
interest cost and certain fees on the borrowings relating to sugar inventory
advances to growers are paid by the growers rather than by the subsidiary.  At
December 31, 1994, no amounts were outstanding as advances to growers under
this program.  Maturities ranged from 4 to 34 days.  Of the total commercial
paper borrowing, $58,000,000 was classified as current.  The commercial paper
is supported by a $100,000,000 backup revolving credit facility with six
commercial banks.  Both the commercial paper program and the backup facility
are guaranteed by the subsidiary's parent and the Company.

SPECIAL FACILITY REVENUE BONDS:  A subsidiary is obligated to pay principal of
and interest on $16,500,000 of 5.75% Special Facility Revenue Bonds issued in
1993 and due in 2013. An accrual is included in long-term debt for the pro-
rata portion of the principal due on these bonds (see Note 5).

LONG-TERM DEBT MATURITIES:  At December 31, 1994, maturities and planned
prepayments of all long-term debt during the next five years totaled
$27,239,000 for 1995, $36,542,000 for 1996, $36,718,000 for 1997, $29,210,000
for 1998 and $37,377,000 for 1999.

7.   INCOME TAXES

The provision for income taxes for the three years ended December 31, 1994
consisted of the following:
<TABLE>
<CAPTION>
                                      1994     1993     1992
                                         (In thousands)
<S>                                <C>      <C>      <C>
Current:
  Federal                           $15,189  $13,275  $9,908
  State                                 260    2,167      435
    Total                            15,449   15,442   10,343
Deferred                             23,178   30,738   13,332
Provision for income taxes          $38,627  $46,180  $23,675
</TABLE>

Total income tax expense for the three years ended December 31, 1994 differs
from amounts computed by applying the statutory Federal rate to pre-tax
income, for the following reasons:
<TABLE>
<CAPTION>
                                      1994     1993     1992
                                         (In thousands)
<S>                                 <C>      <C>      <C>
Computed income tax expense          $39,632  $39,609  $28,621
Increase (decrease) resulting from:
  Tax rate increases                    -       7,741     -
  State tax on income, less
    applicable Federal tax             1,542    1,417    2,106
  Resolution of tax audits              -        -      (2,506)
  Fair market value over
    cost of donations                 (2,138)    -      (1,927)
  Low-income housing credits          (1,219)  (1,214)  (1,214)
  Other-net                              810   (1,373)  (1,405)
    Provision for income taxes       $38,627  $46,180  $23,675
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the net deferred tax liability at December 31, 1994 and 1993 were
as follows:
<TABLE>
<CAPTION>
                                               1994     1993
                                              (In thousands)
<S>                                         <C>      <C>
Deposits to the CCF                          $201,963 $198,414
Accelerated depreciation                      111,253  101,252
Tax-deferred gains on real estate
  transactions                                68,488    64,469
Unrealized holding gains on securities        17,273     -
Post-retirement benefits                     (45,209)  (45,041)
Alternative minimum tax benefits              (6,531)   (5,893)
Capitalized leases                             2,409    (6,328)
Insurance reserves                            (1,759)   (4,813)
Other-net                                    (13,292)   (5,653)
  Total                                     $334,595  $296,407
</TABLE>

The Internal Revenue Service has completed audits of the Company's tax returns
through 1988 and, with one exception, has tentatively settled all issues
raised during such audits.  The settlements had no material effect on the
Company's financial position or results of operations.  The Company is
contesting the remaining issue, which relates to the timing of certain
deductions for tax purposes.  Management believes that the ultimate resolution
of this issue will not have a material effect on the Company's financial
position.

8.  CAPITAL STOCK AND STOCK OPTIONS

A&B has a stock option plan ("1989 Plan") under which key employees may be
granted stock purchase options and stock appreciation rights.  A second stock
option plan for key employees terminated in 1993, but shares previously
granted under the plan are still exercisable.  Under the 1989 Plan, option
prices may not be less than the fair market value of a share of the Company's
common stock on the dates of grant, and each option generally becomes
exercisable in-full one year after the date granted.  Payment for options
exercised, to the extent not reduced by the application or surrender of stock
appreciation rights, may be made in cash or in shares of the Company's stock.
If payment is made in shares of the Company's stock, the option holder may
receive, under a reload feature of the 1989 Plan, a new stock option for the
number of shares equal to that surrendered, with an option price not less than
at the fair market value of the Company's stock on the date of exercise.
During 1994, 448,200 new options were granted under the 1989 Plan.

The 1989 Plan also permits issuance of shares of the Company's common stock as
a reward for past service rendered to the Company or one of its subsidiaries
or as an incentive for future service with such entities.  The recipients'
interest in such shares may be fully vested upon issuance or may vest in one
or more installments, upon such terms and conditions as are determined by the
committee which administers the plan.

The Company also has a Directors' stock option plan, under which each non-
employee Director of the Company, elected at an Annual Meeting of
Shareholders, is automatically granted, on the date of each such Annual
Meeting, an option to purchase 3,000 shares of the Company's common stock at
the average fair market value of the shares for the five consecutive trading
days prior to the grant date.  Each option becomes exercisable six months
after the date granted.  At December 31, 1994, a total of 150,000 options have
been granted under the plan, 3,000 options have been cancelled and no options
have been exercised.

Changes in shares under all option plans for the three years ended December
31, 1994, were as follows:
<TABLE>
<CAPTION>
                                                Price Range
                                      Shares     Per Share
<S>                                 <C>        <C>
1992: Outstanding, January 1         1,383,205  $17.375-37.875
     Granted                           495,665   24.250-28.250
     Exercised                        (126,266)  17.375-24.250
     Canceled                          (41,700)  24.250-36.250
     Outstanding, December 31        1,710,904   17.375-37.875

1993: Granted                          423,200   24.250-24.500
     Exercised                         (23,576)  17.375-24.750
     Canceled                          (73,400)  24.250-36.250
     Outstanding, December 31        2,037,128   17.375-37.875

1994: Granted                          475,200   24.700-27.000
     Exercised                         (12,300)  17.375-24.750
     Canceled                          (55,996)  24.250-36.250
     Outstanding, December 31
     (1,996,051 exercisable)         2,444,032  $17.375-37.875
</TABLE>

Options outstanding at December 31, 1994 include 60,166 shares which carry
stock appreciation rights. The outstanding options do not have a material
dilutive effect in the calculation of earnings per share of common stock.

The Company has a Shareholder Rights Plan, designed to protect the interests
of shareholders in the event an attempt is made to acquire the Company.  The
rights initially will trade with the Company's outstanding common stock and
will not be exercisable absent certain acquisitions or attempted acquisitions
of specified percentages of such stock. If exercisable, the rights generally
entitle shareholders to purchase additional shares of the Company's stock or
shares of an acquiring company's stock at prices below market value.

9.  CAPITAL CONSTRUCTION FUND

A subsidiary is party to an agreement with the United States Government which
established a Capital Construction Fund (CCF) under provisions of the Merchant
Marine Act, 1936, as amended.  The agreement has program objectives for the
acquisition, construction or reconstruction of vessels and for repayment of
existing vessel indebtedness.  Deposits to the CCF are limited by certain
applicable earnings.  Such deposits are not subject to Federal income taxes in
the year earned, but are taxable, with interest payable from the year of
deposit, if withdrawn for general corporate purposes or other non-qualified
purposes, or upon termination of the agreement.  Qualified withdrawals for
investment in vessels having adequate tax bases do not give rise to a current
tax liability, but reduce the depreciable bases of the vessels or other assets
for income tax purposes.  Amounts deposited into the CCF are preference items
for inclusion in Federal alternative minimum taxable income.  Deposits not
committed for qualified purposes within 25 years from December 31, 1986, or
later date of deposit, will be treated as non-qualified withdrawals.

As discussed in Note 4, in 1994 the Company adopted the provisions of SFAS No.
115.  The subsidiary has classified its investments in the CCF as "held-to-
maturity" and, accordingly, has not reflected temporary unrealized market
gains and losses in the Balance Sheets or Statements of Income.  The long-term
nature of the CCF program supports the subsidiary's intention to hold these
investments to maturity.

At December 31, 1994 and 1993, the balances on deposit in the CCF consisted of
the following (in thousands):
<TABLE>
<CAPTION>
                                         1994                    1993
                           UNREALIZED                           Amortized
                         AMORTIZED COST   FAIR VALUE    LOSS        Cost
<S>                         <C>          <C>         <C>         <C>
Mortgage-backed securities   $ 108,247    $  96,678  $ (11,569)   $ 127,871
Cash and cash equivalents       64,263       64,263       -          48,106
Treasury notes                   2,984        2,984       -            -
Accrued deposits
  (withdrawals)                    550          550       -            (783)
Total                        $ 176,044    $ 164,475  $ (11,569)   $ 175,194
</TABLE>

Fair value of the mortgage-backed securities ("MBS") was determined by an
outside investment management company, based on the experience of trading
identical or substantially similar securities.  No central exchange exists for
these securities; they are traded over-the-counter.

During 1994, the fair value of the subsidiary's investments in MBS declined in
relation to amortized cost, due to interest rate sensitivity inherent in the
fair value determination of such securities.  While a temporary unrealized
market loss exists, the subsidiary intends to hold these investments to
maturity, which ranges from 1995 through 2024.  The MBS have a weighted
average life of 4.5 years.  The Company had earnings of $8,292,000 in 1994,
$7,218,000 in 1993 and $11,293,000 in 1992 from its MBS investment account.

Fair values of the remaining CCF investments were based on quoted market
prices, if available.  If a quoted market price was not available, fair value
was estimated, using quoted market prices of similar securities and
investments.  These remaining investments mature in 1995.

During 1994, there were no sales of securities classified as "held-to-
maturity" included in the CCF.

10.  RELATED PARTY TRANSACTIONS, COMMITMENTS AND CONTINGENCIES

At December 31, 1994, the Company and its subsidiaries had an unspent balance
of total appropriations for capital expenditures of approximately
$104,677,000.  However, there is no contractual obligation to spend this
entire amount.

A subsidiary has arranged for standby letters of credit of approximately
$15,800,000, necessary to qualify as a self-insurer for state and federal
workers' compensation liabilities.

Bank letters of credit have been issued on behalf of a subsidiary in favor of
certain container manufacturers.  When presented, these letters may be paid,
at the subsidiary's option, by a back-up line of credit.  At December 31,
1994, $1,585,000 was outstanding under these letters of credit.

A subsidiary is party to a five-year agreement with a computer processing
service, expiring in 1996, to provide off-site mainframe processing.  The
annual average cost of this agreement is $4,150,000.

A subsidiary has received a favorable court judgment resulting from a
contested insurance claim.  The claim was for reimbursement of certain
expenses incurred by the subsidiary in connection with repairing port
facilities damaged by a 1989 earthquake.  Although the award has been
appealed, management and its outside counsel believe that the ultimate outcome
of this litigation will be an award at least equal to the claim recorded in
the financial statements.

A subsidiary is a party, acting as the steam host, to a Steam Purchase
Agreement with a developer who has received regulatory authority approval to
construct and operate a cogeneration facility contiguous to the subsidiary's
California refinery.  The agreement provides that, during the 30-year period
of the agreement, the subsidiary will receive steam necessary for refinery
operations at a reduced price, compared to the market price of fuel which
presently must be purchased to generate its steam requirements.

A subsidiary is party to a long-term sugar supply contract with Hawaiian Sugar
& Transportation Cooperative (HSTC), a raw sugar marketing and transportation
cooperative owned by two other subsidiaries and by the other Hawaii sugar
growers.  Under the terms of this contract, the subsidiary is obligated to
purchase, and HSTC is obligated to sell, all of the raw sugar delivered to
HSTC by the Hawaii sugar growers, at prices determined by the quoted domestic
sugar market.  The subsidiary made purchases of raw sugar totaling
$271,212,000 and $134,700,000 under the contract during 1994 and 1993,
respectively.  The contract also requires that the subsidiary provide cash
advances to HSTC prior to the physical receipt of the sugar at its refineries
(see Note 6).  Such advances are determined by the estimated raw sugar market
prices.  Amounts due to HSTC upon delivery of raw sugar to the subsidiary's
refineries are offset against outstanding advances to HSTC.

The Company and certain subsidiaries are parties to various legal actions and
are contingently liable in connection with claims and contracts arising in the
normal course of business, the outcome of which, in the opinion of management
after consultation with legal counsel, will not have a material adverse effect
on the Company's financial position.

11.  INDUSTRY SEGMENTS

Industry segment information for 1994, 1993 and 1992, on page 25, is
incorporated herein by reference.  Segments are:

Ocean transportation -- carrying freight between various U.S. and Canadian
West Coast, Hawaii and Western Pacific ports, and providing terminal services.

Container leasing -- leasing marine containers in international markets.

Property development and management -- developing, managing and selling
residential, commercial and industrial properties.

Food products -- growing, processing and marketing sugar, molasses and coffee,
and generating and selling electricity.


<PAGE>

EXHIBIT B

ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
FINANCIAL DATA SCHEDULE
DECEMBER 31, 1993
(In Thousands)

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATING BALANCE SHEET AND CONSOLIDATING INCOME
STATEMENT IS IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 
FINANCIAL STATEMENTS.

Item No.        Caption Heading
   1            Total Assets                    $ 1,932,788
   2            Total Operating Revenues        $ 1,185,210
   3.           Net Income                      $    74,608





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