ALEXANDER & BALDWIN INC
U-3A-2, 1996-02-27
WATER TRANSPORTATION
Previous: AETNA LIFE & CASUALTY CO, PRE 14A, 1996-02-27
Next: ALGER FUND, 485BPOS, 1996-02-27




                       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, 1996 (indirect subsidiaries are indicated by indentation).

                        Jurisdiction
        Name:          of Organization  Location   Nature of Business

Alexander & Baldwin, Inc.   Hawaii      Honolulu,  Ocean carriage of goods,
                                         Hawaii    real property management
                                                   and development, invest-
                                                   ments
                                                           
  
Subsidiaries:

A&B Inc.                    Hawaii      Honolulu,  Inactive
                                         Hawaii       
 
A&B-Hawaii, Inc.            Hawaii      Honolulu,  Agriculture/food (includ-
                                         Hawaii    ing sugar cane and coffee
                                                   plantations), real property
                                                   management and development,
                                                   general freight and petro-
                                                   leum hauling and
                                                   self-storage services
  
     A&B Development       California   Honolulu,  Ownership, manage-
     Company                             Hawaii    ment and development of
     (California)                                  real property in California
     
     
     
     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
     Company, Limited                    Hawaii      distribution of 
                                                     irrigation water on
                                                     island of Maui
     
     Kahului Trucking &    Hawaii       Kahului,     Motor carriage of goods,
     Storage, Inc.                       Hawaii      self-storage services and 
                                                     stevedoring 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.                                   property on island of Kauai
                                                
     McBryde Sugar         Hawaii       Eleele,      Sugar cane and coffee
     Company, Limited                    Hawaii      plantations
     
       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, management
                                         Hawaii      and development of property
     
     Hawaiian Sugar &      Hawaii       Crockett,    Ocean carriage of sugar
     Transportation                      California  from Hawaii
     Cooperative

  Matson Navigation        Hawaii       San          Ocean carriage of goods
  Company, Inc.                         Francisco,   between West Coast of
                                        California   United States and Hawaii,
                                                     Western Pacific and Asian 
                                                     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          Formerly container leasing;
     Company, Inc.                      Francisco,   in process of winding-down
                                        California   following the sale of its
                                                     net assets in June 1995
     
     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
 
     
        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 1995 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      98,031,000 kwh
                McBryde          19,625,000 kwh




_______________

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.
_______________

            (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.

           (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).

                                    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

        The registrant is required to submit this report and any amendments
thereto electronically via EDGAR.  Attached hereto is a Financial Data Schedule
that sets forth the financial and other data specified below that are applicable
to the registrant on a consolidated basis:

                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.





        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 26th day of February, 1996.


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

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



By: /s/ Glenn R. Rogers                  By: /s/ Glenn R. Rogers
  Glenn R. Rogers                        Glenn R. Rogers
  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



EXHIBIT A


ALEXANDER & BALDWIN, INC.
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
($000 omitted)
<TABLE>
<CAPTION>
<S>                                                <C>      <C>        <C>      <C>    <C>
                                                     ABIC     Elim      ABI      MNC     ABHIC

OPERATING REVENUES:
  Net sales                                          40,687        0    2,400        0   38,287
  Net sugar sales                                   335,260        0                 0  335,260
  Transportation and terminal services              511,673        0        0  505,774    5,899
  Rentals and other services                        100,423        0    7,887   63,195   29,341
    Total operating revenues                        988,043        0   10,287  568,969  408,787

OPERATING COSTS AND EXPENSES:
  Cost of goods sold                                 23,887        0      243        0   23,644
  Cost of sugar sold                                316,367        0                 0  316,367
  Cost of services                                  473,757        0    2,703  439,486   31,568
  Plantation closure                                  8,100                               8,100
    Total operating costs and expenses              822,111        0    2,946  439,486  379,679

GROSS MARGIN                                        165,932        0    7,341  129,483   29,108
GENERAL, ADMIN & SELLING EXPENSES                   103,678        0    9,111   63,768   30,799
SELLING EXPENSES                                          0                 0                 0
INCOME (LOSS) FROM OPERATIONS                        62,254        0   (1,770)  65,715   (1,691)

OTHER INCOME:
  Interest - other                                   19,571        0       19   19,086      466
    Total interest (other than intercompany)         19,571        0       19   19,086      466
  Interest - intercompany                                 0   (1,817)   1,057      713       47
    Total interest                                   19,571   (1,817)   1,076   19,799      513
  Dividends                                           2,683        0    2,683        0        0
  Gain on disposal of property                         (243)  (5,816)       8       (9)   5,574
  Gain of sale of securities                              0        0        0        0        0
  Other                                              10,401        0       31    5,761    4,609
    Total securities and other                       10,401        0       31    5,761    4,609
    Total other income                               32,412   (7,633)   3,798   25,551   10,696

OTHER DEDUCTIONS:
  Interest - other                                   37,365        0    1,384   16,879   19,102
  Interest capitalized                               (3,936)       0        0            (3,936)
    Total interest (other than intercompany)         33,429        0    1,384   16,879   15,166
  Interest - intercompany                                 0   (1,817)      43        0    1,774
    Total interest                                   33,429   (1,817)   1,427   16,879   16,940
  Other                                               9,283        0      177    2,784    6,322
    Total other deductions                           42,712   (1,817)   1,604   19,663   23,262
    
INCOME (LOSS) BEFORE INCOME TAXES                    51,954   (5,816)     424   71,603  (14,257)
PROVISION FOR INCOME TAXES (CREDIT):
  Current - Federal                                 (23,833)       0     (715) (19,379)  (3,739)
  Current - State                                       403        0       72      760     (429)
  Deferred income taxes                              42,965   (2,168)   1,070   45,691   (1,628)
    Total provision for income taxes                 19,535   (2,168)     427   27,072   (5,796)
    
INCOME FROM CONTINUING OPERATIONS                    32,419   (3,648)      (3)  44,531   (8,461)

DISCONTINUED OPS: MLC                                 5,336        0        0    5,336        0
GAIN ON SALE OF MLC NET ASSETS                       18,000                     18,000
NET INCOME                                           55,755   (3,648)      (3)  67,867   (8,461)

<PAGE>

A&B-HAWAII, INC.
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
($000 omitted)

                                                     ABHIC    Elim     ABHI      ABP      ABD

OPERATING REVENUES:
  Net sales                                          38,287   (6,763)  17,364   20,075        0
  Net sugar sales                                   335,260  (93,559)  89,849        0        0
  Transportation and terminal services                5,899        0        0        0        0
  Rentals and other services                         29,341   (4,193)     762   17,101       13
    Total operating revenues                        408,787 (104,515) 107,975   37,176       13

OPERATING COSTS AND EXPENSES:
  Cost of goods sold                                 23,644   (3,288)   8,763   10,067        0
  Cost of sugar sold                                316,367  (93,559)  90,468        0        0
  Cost of services                                   31,568   (3,506)      92    5,683       13
  Plantation closure                                  8,100
    Total operating costs and expenses              379,679 (100,353)  99,323   15,750       13

GROSS MARGIN                                         29,108   (4,162)   8,652   21,426        0
GENERAL, ADMIN & SELLING EXPENSES                    30,799     (686)   5,636    4,894        0
SELLING EXPENSES                                          0        0        0        0        0
INCOME (LOSS) FROM OPERATIONS                        (1,691)  (3,476)   3,016   16,532        0

OTHER INCOME:
  Interest - other                                      466        0      129      320        0
    Total interest (other than intercompany)            466        0      129      320        0
  Interest - intercompany                                47     (576)     623        0        0
    Total interest                                      513     (576)     752      320        0
  Dividends                                               0        0        0        0        0
  Gain on disposal of property                        5,574   (9,999)   8,484        0        0
  Gain of sale of securities                              0        0        0        0        0
  Other                                               4,609        0    1,474        1        0
    Total securities and other                        4,609        0    1,474        1        0
    Total other income                               10,696  (10,575)  10,710      321        0

OTHER DEDUCTIONS:
  Interest - other                                   19,102    3,936   11,926     (655)       0
  Interest capitalized                               (3,936)  (3,936)       0        0        0  
    Total interest (other than intercompany)         15,166        0   11,926     (655)       0
  Interest - intercompany                             1,774     (576)   1,774        0        0
    Total interest                                   16,940     (576)  13,700     (655)       0
  Other                                               6,322        0      441        0        0
    Total other deductions                           23,262     (576)  14,141     (655)       0
    
INCOME (LOSS) BEFORE INCOME TAXES                   (14,257) (13,475)    (415)  17,508        0

PROVISION FOR INCOME TAXES (CREDIT):
  Current - Federal                                  (3,739)       1      950    6,937       66
  Current - State                                      (429)       1     (326)     383       (2)
  Deferred income taxes                              (1,628)  (4,933)    (381)    (780)     (64)
    Total provision for income taxes                 (5,796)  (4,931)     243    6,540        0
    
INCOME FROM CONTINUING OPERATIONS                    (8,461)  (8,544)    (658)  10,968        0
DISCONTINUED OPS: MLC                                     0        0        0        0        0
GAIN ON SALE OF MLC NET ASSETS
NET INCOME                                           (8,461)  (8,544)    (658)  10,968        0

</TABLE>
<PAGE>

A&B-HAWAII, INC.
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
($000 omitted)
<TABLE>
<CAPTION>
<S>                                                <C>      <C>        <C>      <C>    <C>       <C>
                                                     WDCI      KDC      SSR      SSC      C&H      MCB

OPERATING REVENUES:
  Net sales                                           2,810        0        0        0               760
  Net sugar sales                                         0        0        0        0  333,674    5,296
  Transportation and terminal services                    0        0        0        0                 0
  Rentals and other services                         11,938        0        0       18                 0
    Total operating revenues                         14,748        0        0       18  333,674    6,056

OPERATING COSTS AND EXPENSES:
  Cost of goods sold                                     69        0        0        0               130
  Cost of sugar sold                                      0        0        0        0  312,176    7,282
  Cost of services                                    4,535        0        0       18   17,635        0
  Plantation closure                                                                               8,100
    Total operating costs and expenses                4,604        0        0       18  329,811   15,512

GROSS MARGIN                                         10,144        0        0        0    3,863   (9,456)
GENERAL, ADMIN & SELLING EXPENSES                       120       84        0        0   19,778        0
SELLING EXPENSES                                          0        0        0        0
INCOME (LOSS) FROM OPERATIONS                        10,024      (84)       0        0  (15,915)  (9,456)

OTHER INCOME:
  Interest - other                                       14        0        0        0        1        0
    Total interest (other than intercompany)             14        0        0        0        1        0
  Interest - intercompany                                 0        0        0        0                 0
    Total interest                                       14        0        0        0        1        0
  Dividends                                               0        0        0        0                 0
  Gain on disposal of property                            0        0        0        0     (166)   7,342
  Gain of sale of securities                              0        0        0        0                 0
  Other                                                 499        0        0        0    1,392      454
    Total securities and other                          499        0        0        0    1,392      454
    Total other income                                  513        0        0        0    1,227    7,796

OTHER DEDUCTIONS:
  Interest - other                                       20   (2,115)     (57)  (1,105)   7,152        0
  Interest capitalized                                    0        0        0        0                 0  
    Total interest (other than intercompany)             20   (2,115)     (57)  (1,105)   7,152        0
  Interest - intercompany                                 0        0        0        0      576        0
    Total interest                                       20   (2,115)     (57)  (1,105)   7,728        0
  Other                                                   0        0        0        0    5,535       36
    Total other deductions                               20   (2,115)     (57)  (1,105)  13,263       36
    
INCOME (LOSS) BEFORE INCOME TAXES                    10,517    2,031       57    1,105  (27,951)  (1,696)

PROVISION FOR INCOME TAXES (CREDIT):
  Current - Federal                                   2,422      708       37     (563) (12,349)    (724)
  Current - State                                       (35)      75        4      (13)    (351)     (14)
  Deferred income taxes                                 746      (25)     (20)     988    2,282      (22)
    Total provision for income taxes                  3,133      758       21      412  (10,418)    (760)
    
INCOME FROM CONTINUING OPERATIONS                     7,384    1,273       36      693  (17,533)    (936)
DISCONTINUED OPS: MLC                                     0        0        0        0                 0
GAIN ON SALE OF MLC NET ASSETS
NET INCOME                                            7,384    1,273       36      693  (17,533)    (936)

<PAGE>

A&B-HAWAII, INC.
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
($000 omitted)

                                                     MCBF      KCC      KTS      OC       EMI

OPERATING REVENUES:
  Net sales                                           3,092                          0      949
  Net sugar sales                                         0                          0        0
  Transportation and terminal services                    0    2,569    3,330        0        0
  Rentals and other services                              0      307    3,395        0        0
    Total operating revenues                          3,092    2,876    6,725        0      949

OPERATING COSTS AND EXPENSES:
  Cost of goods sold                                  6,954                          0      949
  Cost of sugar sold                                      0                          0        0
  Cost of services                                        0    2,324    4,774        0        0
  Plantation closure                                      0
    Total operating costs and expenses                6,954    2,324    4,774        0      949

GROSS MARGIN                                         (3,862)     552    1,951        0        0
GENERAL, ADMIN & SELLING EXPENSES                         0      470      503
SELLING EXPENSES
INCOME (LOSS) FROM OPERATIONS                        (3,862)      82    1,448        0        0

OTHER INCOME:
  Interest - other                                        0                 2        0        0
    Total interest (other than intercompany)                                2        0        0
  Interest - intercompany                                 0        0        0        0        0
    Total interest                                        0        0        2        0        0
  Dividends                                               0                          0        0
  Gain on disposal of property                          (87)                         0        0
  Gain of sale of securities                              0                          0        0
  Other                                                 479                          5      305
    Total securities and other                          479        0        0        5      305
    Total other income                                  392        0        2        5      305

OTHER DEDUCTIONS: I  Interest - other                                        0                          0        0
 
  Interest capitalized                                    0                          0        0
    Total interest (other than intercompany)                                0        0        0
  Interest - intercompany                                 0                 0        0        0
    Total interest                                        0        0        0        0        0
  Other                                                   0                          5      305
    Total other deductions                                0        0        0        5      305
    
INCOME (LOSS) BEFORE INCOME TAXES                    (3,470)      82    1,450        0        0

PROVISION FOR INCOME TAXES (CREDIT):
  Current - Federal                                  (1,695)      (2)     490        0      (17)
  Current - State                                      (159)      (2)      13        0       (3)
  Deferred income taxes                                 503       35       24        0       19
    Total provision for income taxes                 (1,351)      31      527        0       (1)
    
INCOME FROM CONTINUING OPERATIONS                    (2,119)      51      923        0        1
DISCONTINUED OPS: MLC                                     0                          0        0
GAIN ON SALE OF MLC NET ASSETS
NET INCOME                                           (2,119)      51      923        0        1

</TABLE>
<PAGE>

ALEXANDER & BALDWIN, INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1995
($000 omitted)
<TABLE>
<CAPTION>
<S>                                                <C>       <C>          <C>       <C>       <C>
                                                    ABIC       Elim         ABI       MNC       ABHIC

CURRENT ASSETS:
  Cash                                               (4,453)                   44      (6,023)    1,526
  Certificates of deposit                                 0                     0           0         0
  Short-term investments                             36,603                     0      36,603         0
  Accounts and notes receivable:                                                0           0         0
    Trade                                           107,196                    52      75,726    31,418
    Sugar receivable                                  3,501                     0           0     3,501
    Other                                            36,070                    23      17,398    18,649
                                                                                0           0         0
  Undistributed return from sugar                    47,604                     0           0    47,604
  Production costs deferred (accrued)                     0                     0           0         0
  Property held for Resale                           23,550                     0           0    23,550
  Saleable inventories                                3,681                     0           0     3,681
  Materials and supplies                             34,821                     0      11,717    23,104
  Deferred income tax                                11,439     (1,071)      (104)      5,503     7,111
  Prepaid expenses and other current assets          13,413      1,195        845       7,302     4,071
  Accrued for deposit in CCF                         (6,233)                    0      (6,233)        0
    Total current assets                            307,192        124        860     141,993   164,215
    
INVESTMENTS:  Subsidiaries consolidated                   0   (513,470)   513,470           0         0
              Divisions                                   0    (66,903)    66,903           0         0
              Other                                  82,246                81,538           0       708
                                                                                      
REAL ESTATE DEVELOPMENTS                             56,104                     0           0    56,104

PROPERTY:
  Land                                               60,101     (3,683)    17,542                46,242
  Buildings                                         202,769     (2,133)    58,476           0   146,426
  Vessels                                           657,238                     0     657,238         0
  Machinery and equipment                           660,499                11,599     388,678   260,222
  Water, power and sewer system                      82,208                 6,821           0    75,387
  Other property improvements                        91,091                 2,755      54,713    33,623
    Total                                         1,753,906     (5,816)    97,193   1,100,629   561,900
  Less accumulated depreciation                     780,392                10,512     565,006   204,874
    Property - net                                  973,514     (5,816)    86,681     535,623   357,026
    
CAPITAL CONSTRUCTION FUND                           317,212                     0     317,212         0
NONCURRENT INTERCOMPANY RECEIVABLES                       0                16,876      20,529   (37,405)
DEFERRED CHARGES AND OTHER ASSETS                    46,491                 1,234       2,402    42,855
    TOTAL                                         1,782,759   (586,065)   767,562   1,017,759   583,503


ALEXANDER & BALDWIN, INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1995
($000 omitted)

                                                    ABIC       Elim         ABI       MNC       ABHIC

CURRENT LIABILITIES:
  Notes payable                                      83,000          0          0           0    83,000
  Current portion of long-term debt                  24,794         (1)       850      15,294     8,651
  Capital lease obligations (current)                11,061          0          0      10,561       500
  Accounts payable                                   30,916          1        319      19,040    11,556
  Payrolls and vacation pay                          19,891          0        649       9,766     9,476
  Income taxes - current                                  0      3,225     (6,292)     (1,105)    4,172
  Income taxes - deferred                                 0                     0           0         0
  Other taxes                                         6,099          0        508       3,952     1,639
  Postretirement benefits obligations-current         5,118         50          4         667     4,397
  Uninsured claims                                   13,076          0          0       9,529     3,547
  Reserve for drydocking                              4,725          0          0       4,725         0
  Other liabilities                                  24,113        (50)     2,350      10,321    11,492
    Total current liabilities                       222,793      3,225     (1,612)     82,750   138,430
    
LONG-TERM LIABILITIES:                                                    
  Long-term debt                                    380,389          0          0     212,819   167,570
  Long-term intercompany notes payable                    0          0          0           0         0
  Capital lease obligations (noncurrent)             24,186          0          0      21,186     3,000
  Postretirement benefits obligations-noncurrent    118,418       (373)        39      27,797    90,955
  Other                                              56,916        373      5,088      32,181    19,274
    Total long-term liabilities                     579,909          0      5,127     293,983   280,799
    
DEFERRED CREDITS:
  Deferred income taxes (noncurrent)                330,379     (5,269)    43,818     240,127    51,703
  Deferred income                                         0                     0           0         0
    Total deferred credits                          330,379     (5,269)    43,818     240,127    51,703
    Total liabilities                             1,133,081     (2,044)    47,333     616,860   470,932
    
SHAREHOLDERS' EQUITY:                                                      
  Capital stock                                      37,133         (2)    37,133           1         1
  Additional capital                                 40,138   (149,381)    40,138      21,836   127,545
  Unrealized holding gains                           39,830          0     39,830           0         0
  Retained earnings                                 546,394   (380,264)   562,571     379,062   (14,975)
  Treasury stock                                    (13,817)              (13,817)          0         0
  Division investment                                     0    (54,374)    54,374           0         0
    Total shareholders' equity                      649,678   (584,021)   720,229     400,899   112,571
    TOTAL                                         1,782,759   (586,065)   767,562   1,017,759   583,503
</TABLE>
<PAGE>

A&B - HAWAII, INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1995
($000 omitted)
<TABLE>
<CAPTION>
<S>                                                <C>      <C>        <C>      <C>       <C>
                                                    ABHIC     Elim      ABHI      ABP       ABD

CURRENT ASSETS:
  Cash                                                1,526       (7)   2,879    (3,187)
  Certificates of deposit                                 0                 0
  Short-term investments                                  0                 0
  Accounts and notes receivable:                          0
    Trade                                            31,418             1,456       789
    Sugar receivable                                  3,501       96    3,405
    Other                                            18,649     (178)   2,363     3,421
                                                          0
  Undistributed return from sugar                    47,604      (96)      96
  Production costs deferred (accrued)                     0
  Property held for Resale                           23,550    6,584             16,966
  Saleable inventories                                3,681                 0
  Materials and supplies                             23,104             6,700
  Deferred income tax                                 7,111             3,248       548       (1)
  Prepaid expenses and other current assets           4,071      178    1,446       975        1
  Accrued for deposit in CCF                              0                 0
    Total current assets                            164,215    6,577   21,593    19,512        0
    
INVESTMENTS:  Subsidiaries consolidated                   0 (215,877) 207,207
              Divisions                                   0  (70,126)  70,126
              Other                                     708   (2,331)   2,807       225

REAL ESTATE DEVELOPMENTS                             56,104    9,765              6,018

PROPERTY:
  Land                                               46,242  (12,894)  16,843    11,503      413
  Buildings                                         146,426   (5,999)   6,029    29,166        5
  Vessels                                                 0                 0
  Machinery and equipment                           260,222           136,022     1,747
  Water, power and sewer system                      75,387            66,238     3,126
  Other property improvements                        33,623  (24,955)   2,806    25,052      746
    Total                                           561,900  (43,848) 227,938    70,594    1,164
  Less accumulated depreciation                     204,874           137,889    17,574        7
    Property - net                                  357,026  (43,848)  90,049    53,020    1,157
    
CAPITAL CONSTRUCTION FUND                                 0                 0
NONCURRENT INTERCOMPANY RECEIVABLES                 (37,405)   5,707    3,315   (77,225)  17,021
DEFERRED CHARGES AND OTHER ASSETS                    42,855       (2)     810        30
    TOTAL                                           583,503 (310,135) 395,907     1,580   18,178

<PAGE>

A&B - HAWAII, INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1995
($000 omitted)

                                                    ABHIC     Elim     ABHI      ABP       ABD

CURRENT LIABILITIES:
  Notes payable                                      83,000                 0
  Current portion of long-term debt                   8,651             5,916
  Capital lease obligations (current)                   500                 0
  Accounts payable                                   11,556      (20)   2,873     3,296       (1)
  Payrolls and vacation pay                           9,476             2,594       258
  Income taxes - current                              4,172             1,653     2,728       57
  Income taxes - deferred                                 0
  Other taxes                                         1,639                51        58
  Postretirement benefits obligations-current         4,397       83    1,206
  Uninsured claims                                    3,547                 0
  Reserve for drydocking                                  0                 0
  Other liabilities                                  11,492      (83)   7,277     1,344
                                                                            0
    Total current liabilities                       138,430      (20)  21,570     7,684       56
    
LONG-TERM LIABILITIES:
  Long-term debt                                    167,570           136,285
  Long-term intercompany notes payable                    0
  Capital lease obligations (noncurrent)              3,000                 0
  Postretirement benefits obligations-noncurrent     90,955        2   25,358       499
  Other                                              19,274      284   (2,260)
    Total long-term liabilities                     280,799      286  159,383       499        0
    
DEFERRED CREDITS:
  Deferred income taxes (noncurrent)                 51,703   (7,339)  18,358     8,567        8
  Deferred income                                         0     (286)     254
    Total deferred credits                           51,703   (7,625)  18,612     8,567        8
    Total liabilities                               470,932   (7,359) 199,565    16,750       64
    
SHAREHOLDERS' EQUITY:
  Capital stock                                           1  (40,329)       1       452        1
  Additional capital                                127,545 (185,414) 127,545    34,658   11,519
  Unrealized holding gains                                0
  Retained earnings                                 (14,975)    (583)  (4,606)  (50,280)   6,594
  Treasury stock                                          0       83        0
  Division investment                                     0  (76,533)  73,402
    Total shareholders' equity                      112,571 (302,776) 196,342   (15,170)  18,114
    TOTAL                                           583,503 (310,135) 395,907     1,580   18,178
</TABLE>
<PAGE>

A&B - HAWAII, INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1995
($000 omitted)
<TABLE>
<CAPTION>
<S>                                                <C>      <C>       <C>      <C>      <C>        <C>
                                                    WDCI       KDC      SSR      SSC      C&H       MCB

CURRENT ASSETS:
  Cash                                                  230       (3)                (1)   1,845      (25)
  Certificates of deposit                                                                      0
  Short-term investments                                                                       0
  Accounts and notes receivable:                                                               0
    Trade                                               161                               27,761      175
    Sugar receivable                                                                           0
    Other                                                42                               12,972                             0
  Undistributed return from sugar                                                         47,604
  Production costs deferred (accrued)                                                          0
  Property held for Resale                                                                     0
  Saleable inventories                                                                         0
  Materials and supplies                                                                  15,964
  Deferred income tax                                    (3)                       (106)   3,362     (145)
  Prepaid expenses and other current assets             233        6                 (5)   1,065
  Accrued for deposit in CCF                                                                   0
    Total current assets                                663        3        0      (112) 110,573        5
    
INVESTMENTS:  Subsidiaries consolidated                                                        0    8,670
              Divisions                                                                        0
              Other                                                                            0        7

REAL ESTATE DEVELOPMENTS                                      22,647      812    16,862        0

PROPERTY:
  Land                                               26,590                                1,680    1,827
  Buildings                                          84,179                               26,959
  Vessels                                                                                      0
  Machinery and equipment                                14      109                     111,343
  Water, power and sewer system                          90                                    0    1,770
  Other property improvements                         1,270    7,736                209   10,264
    Total                                           112,143    7,845        0       209  150,246    3,597
  Less accumulated depreciation                      13,074       69                      22,552
    Property - net                                   99,069    7,776        0       209  127,694    3,597
    
CAPITAL CONSTRUCTION FUND                                                                      0
NONCURRENT INTERCOMPANY RECEIVABLES                  32,948   (1,139)     176     1,076  (11,584)   2,705
DEFERRED CHARGES AND OTHER ASSETS                        (4)                              39,777
    TOTAL                                           132,676   29,287      988    18,035  266,460   14,984

<PAGE>

A&B - HAWAII, INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1995
($000 omitted)

                                                    WDCI       KDC      SSR      SSC       C&H      MCB

CURRENT LIABILITIES:
  Notes payable                                                                           83,000
  Current portion of long-term debt                                                        2,735
  Capital lease obligations (current)                                                        500
  Accounts payable                                       78      240                 (1)   4,688       89
  Payrolls and vacation pay                                       33                       5,910      434
  Income taxes - current                                 (8)     810       21      (592)    (678)     993
  Income taxes - deferred                                                                      0
  Other taxes                                            45        1                       1,463       (7)
  Postretirement benefits obligations-current                                              2,516      362
  Uninsured claims                                                                         3,547
  Reserve for drydocking                                                                       0
  Other liabilities                                     342       40                       3,469   (1,061)
    Total current liabilities                           457    1,124       21      (593) 107,150      810

LONG-TERM LIABILITIES:
  Long-term debt                                                                          31,285
  Long-term intercompany notes payable                                                         0
  Capital lease obligations (noncurrent)                                                   3,000
  Postretirement benefits obligations-noncurrent                                          52,164    9,782
  Other                                                            2                      17,538    3,707
    Total long-term liabilities                           0        2        0            103,987   13,489

DEFERRED CREDITS:
  Deferred income taxes (noncurrent)                 31,355   (1,247)             2,222       (4)  (1,840)
  Deferred income                                                                              0       32
    Total deferred credits                           31,355   (1,247)       0     2,222       (4)  (1,808)
    Total liabilities                                31,812     (121)      21     1,629  211,133   12,491

SHAREHOLDERS' EQUITY:
  Capital stock                                         912   15,501      501     4,001   15,179    2,350
  Additional capital                                 59,849                           0   63,330   10,185
  Unrealized holding gains                                                                     0
  Retained earnings                                  40,103   13,907      466    12,405  (23,182)  (9,959)
  Treasury stock                                                                      0        0      (83)
  Division investment                                                                 0        0        0
    Total shareholders' equity                      100,864   29,408      967    16,406   55,327    2,493
    TOTAL                                           132,676   29,287      988    18,035  266,460   14,984

<PAGE>

A&B - HAWAII, INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1995
($000 omitted)

                                                    MCBF       KCC      KTS       OC       EMI

CURRENT ASSETS:
  Cash                                                 (111)     (88)      (6)        0        0
  Certificates of deposit                                          0        0         0        0
  Short-term investments                                           0        0         0        0
  Accounts and notes receivable:                                   0        0
    Trade                                               683      189      204         0        0
    Sugar receivable                                               0        0         0        0
    Other                                                 4       38      (13)        0        0
                                                                   0        0
  Undistributed return from sugar                                  0        0         0        0
  Production costs deferred (accrued)                              0        0
  Property held for Resale                                         0        0
  Saleable inventories                                3,681        0        0         0        0
  Materials and supplies                                 96       22      322         0        0
  Deferred income tax                                             84      123         0        1
  Prepaid expenses and other current assets              24       44       81         0       23
  Accrued for deposit in CCF                                       0        0         0        0
    Total current assets                              4,377      289      711         0       24
    
INVESTMENTS:  Subsidiaries consolidated                            0        0
              Divisions                                            0        0
              Other                                                0        0

REAL ESTATE DEVELOPMENTS                                           0        0

PROPERTY:
  Land                                                             0        0         0      280
  Buildings                                             418    1,664    3,961         0       44
  Vessels                                                          0        0         0        0
  Machinery and equipment                             5,304    1,647    3,305         0      731
  Water, power and sewer system                                    0      201         7    3,955
  Other property improvements                        10,415       16       64         0        0
    Total                                            16,137    3,327    7,531         7    5,010
  Less accumulated depreciation                       1,997    1,680    5,611         7    4,414
    Property - net                                   14,140    1,647    1,920         0      596
    
CAPITAL CONSTRUCTION FUND                                          0        0
NONCURRENT INTERCOMPANY RECEIVABLES                 (12,538)                          2    2,131
DEFERRED CHARGES AND OTHER ASSETS                        42      419    1,623         0      160
    TOTAL                                             6,021    2,355    4,254         2    2,911

<PAGE>

A&B - HAWAII, INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1995
($000 omitted)

                                                    MCBF       KCC      KTS       OC       EMI

CURRENT LIABILITIES:
  Notes payable                                                    0        0         0        0
  Current portion of long-term debt                                0        0         0        0
  Capital lease obligations (current)                              0        0         0        0
  Accounts payable                                       30       72      212         0        0
  Payrolls and vacation pay                              28       75      132         0       12
  Income taxes - current                               (793)      15      (18)        0      (16)
  Income taxes - deferred                                          0        0         0
  Other taxes                                             2       10       16         0        0
  Postretirement benefits obligations-current                     30      182         0       18
  Uninsured claims                                                                    0        0
  Reserve for drydocking                                           0        0         0        0
  Other liabilities                                               39      125         0        0
    Total current liabilities                          (733)     241      649         0       14
    
LONG-TERM LIABILITIES:
  Long-term debt                                                   0        0         0        0
  Long-term intercompany notes payable                             0        0         0        0
  Capital lease obligations (noncurrent)                           0        0         0        0
  Postretirement benefits obligations-noncurrent                 651    2,206         0      293
  Other                                                                     0         0        3
    Total long-term liabilities                           0      651    2,206         0      296
    
DEFERRED CREDITS:
  Deferred income taxes (noncurrent)                  1,773      127     (173)        0     (104)
  Deferred income                                                  0        0         0        0
    Total deferred credits                            1,773      127     (173)        0     (104)
    Total liabilities                                 1,040    1,019    2,682         0      206
    
SHAREHOLDERS' EQUITY:
  Capital stock                                           1        1        1         2    1,427
  Additional capital                                  1,804      250    2,917         0      902
  Unrealized holding gains                                         0        0
  Retained earnings                                      45    1,085   (1,346)        0      376
  Treasury stock                                          0        0        0         0        0
  Division investment                                 3,131        0        0         0        0
    Total shareholders' equity                        4,981    1,336    1,572         2    2,705
    TOTAL                                             6,021    2,355    4,254         2    2,911
</TABLE>

ALEXANDER & BALDWIN, INC.
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1995
($000 omitted)
<TABLE>
<CAPTION>
<S>                                     <C>      <C>      <C>       <C>     <C>    
                                          ABIC     Elim      ABI      MNC     ABHIC

Balance at December 31, 1994             541,910 (445,362) 541,910  381,195   64,167

Net income                                55,755   (3,648)      (3)  67,867   (8,461)

Dividends to shareholders                (40,035)          (40,035)                0

Capital stock purchased and retired      (11,196)          (11,196)                0

Intercompany dividends                         0  133,871        0  (70,000) (63,871)

Intercompany property sales                    0    6,334                     (6,334)

Stock acquired in payment of options         (40)              (40)                0

Investment in subsidiaries changed from
  cost to equity method                        0  (63,804)  63,804                 0

Other                                          0    8,497   (8,021)             (476)

Balance at December 31, 1995             546,394 (364,112) 546,419  379,062  (14,975)

<PAGE>

A&B - HAWAII, INC.
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1995
($000 omitted)

                                          ABHIC    Elim     ABHI      ABP      ABD

Balance at December 31, 1994              64,167  (95,126)  65,491   63,508    6,594

Net income                                (8,461)  (8,544)    (658)  10,968        0

Dividends to shareholders                      0

Capital stock purchased and retired            0                 0

Intercompany dividends                   (63,871) 104,466  (63,871)(124,802)

Intercompany sale - HNL Building          (6,334)           (6,334)

Stock acquired in payment of options           0

Investment in subsidiaries changed from                          0
  cost to equity method                        0   (4,818)   4,818

Other                                       (476)   5,674   (6,287)      46

Balance at December 31, 1995             (14,975)   1,652   (6,841) (50,280)   6,594
</TABLE>
<PAGE>

A&B - HAWAII, INC.
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1995
($000 omitted)
<TABLE>
<CAPTION>
<S>                                     <C>       <C>      <C>      <C>      <C>      <C>
                                          WDCI      KDC      SSR      SSC      C&H      MCB

Balance at December 31, 1994              32,622      (46)              555   (5,649)  (9,025)

Net income                                 7,384    1,273       36      693  (17,533)    (936)

Dividends to shareholders

Capital stock purchased and retired

Intercompany dividends                             12,681      430   11,156

Intercompany sale - HNL Building

Stock acquired in payment of options

Investment in subsidiaries changed from
  cost to equity method

Other                                         97       (1)                1                 2

Balance at December 31, 1995              40,103   13,907      466   12,405  (23,182)  (9,959)

<PAGE>

A&B - HAWAII, INC.
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1995
($000 omitted)

                                          MCBF      KCC      KTS      OC       EMI

Balance at December 31, 1994               2,171    1,796      901        0      375

Net income                                (2,119)      51      923        0        1

Dividends to shareholders

Capital stock purchased and retired

Intercompany dividends                               (762)  (3,169)

Intercompany sale - HNL Building

Stock acquired in payment of options

Investment in subsidiaries changed from
  cost to equity method

Other                                         (7)               (1)

Balance at December 31, 1995                  45    1,085   (1,346)       0      376
</TABLE>
<PAGE>
LEGEND OF COMPANY REFERENCES IN CONSOLIDATING FINANCIAL SCHEDULES:

        Elim    Eliminations
        ABIC    Alexander & Baldwin, Inc. Consolidated
        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



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 leg commences.  This method of
accounting does not differ materially from other acceptable accounting methods.

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.

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 as Real Estate Developments on the balance sheet.  When
construction is complete, the costs are reclassified either as Property or as
Real Estate Held For Sale, based upon the Company's intent to sell the completed
asset or to hold it as an investment.  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 and coffee
inventory, are 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
disposals 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 intangible assets.  These assets are being amortized using
the straight-line method over periods not exceeding 30 years.

OTHER LONG-TERM LIABILITIES:  Other long-term liabilities include the Company's
estimate of the liability for uninsured claims and self insurance, and reserves
for dry-docking, pensions and other liabilities not expected to be paid within
the next year.

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
statement and income tax bases of assets and liabilities.

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.  Real
estate is carried at the lower of cost or net realizable value.  Net realizable
values are generally determined using the expected market value for the property
less sales costs.  For residential units and lots held for sale, market value is
determined by reference to the sales of similar property, market studies, tax
assessments and discounted cash flows.  For commercial property, market value is
determined using recent comparable sales, tax assessments and cash flow
analysis.  A large portion of the Company's real estate is undeveloped land
located in Hawaii.  This land has a cost basis which averages $145 per acre, a
value which is much lower  than market 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.

USE OF ESTIMATES:  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Future actual amounts could differ from those estimates.

RECLASSIFICATIONS:  Certain amounts in the 1994 and 1993 financial statements
have been reclassified to conform with the 1995 presentation.

RESTATEMENTS:  The financial statements for all periods presented have been
restated to reflect the sale of certain net assets of the Company's container
leasing segment as described in Note 4.

2.   EMPLOYEE BENEFIT PLANS

Total contributions to the multi-employer pension plans covering personnel in
shoreside and seagoing bargaining units were $5,903,000 in 1995, $8,216,000 in
1994 and $8,626,000 in 1993.  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.

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 $6,437,000 for various plan years ended
December 1995 and 1994, and July 1995, 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 pension cost (benefit) and components for 1995, 1994 and 1993, of 
single-employer defined benefit pension plans, which cover substantially all
other employees, were as follows:

                                                 1995     1994     1993
                                                    (In thousands)

Service cost--benefits earned during the year   $6,210   $ 7,317   $ 5,907
Interest cost on projected benefit obligation   21,785    20,542    17,584
Actual return on plan assets                   (26,361) (24,122) (18,776)
Net amortization and deferral                   (2,054)  (1,221)  (2,514)
Curtailments and terminations                   (1,761)   1,300    2,117
Net pension cost (benefit)                     $(2,181) $3,816   $4,318


The funded status of the single-employer plans at December 31, 1995 and 1994
was as follows:

                                  1995              1994

                                 Assets         Assets     Accumulated
                                 Exceed         Exceed       Benefits
                              Accumulated     Accumulated     Exceed
                                Benefits       Benefits       Assets
                                            (In thousands)

Actuarial present value 
   of benefit obligation:
   Vested benefits             $ 241,422     $ 122,153       $ 112,925
   Non-vested benefits             9,881         3,830           4,297
   Accumulated benefit 
      obligation                 251,303       125,983         117,222
   Additional amounts 
      related to projected
      compensation levels         34,276        22,927          11,277
   Projected benefit 
      obligation                 285,579       148,910         128,499
Plan assets at fair value        348,208       178,118         104,867

Deficiency (Excess) of  
  plan assets over
  projected benefit obligation   (62,629)      (29,208)         23,632
Prior service costs to be 
  recognized in future
  years                           (3,739)       (2,121)         (1,656)
Unrecognized actuarial 
  net gain (loss)                 75,759        27,468          (1,227)
Unrecognized net asset at
  January 1, 1987 (being 
  amortized overperiods 
  of 4 to 15 years)                3,954         4,660             385

Accrued pension liability      $  13,345     $     799       $  21,134

For 1995 and 1994, the projected benefit obligation was determined using a
discount rate of 8% and assumed increases in future compensation levels of 5%.
The expected long-term rate of return on assets was 9% for 1995 and 8 1/4% for
1994.  The assets of the plans consist principally of listed stocks and bonds.

Contributions are determined annually for each plan by the Company's pension
administrative committee, based upon the actuarially determined minimum required
contribution under ERISA and the maximum deductible contribution allowed for tax
purposes.  For the plans covering employees who are members of collective
bargaining units, the benefit formulas are determined according to the
collective bargaining agreements, either using career average pay as the base or
a flat dollar amount per year of service.  The benefit formulas for the
remaining defined benefit plans are based on final average pay.

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 $8,680,000 and $7,661,000 at December
31, 1995 and 1994, respectively.

3.   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 to which will
revert to a subsidiary in 2002.  Principal operating leases cover office and
terminal facilities for periods which expire between 1996 and 2026.  Management
expects that in the normal course of business, most operating leases will be
renewed or replaced by other similar leases.

Rental expense under operating leases totaled $46,680,000, $48,169,000, and
$43,270,000 for the years ended December 31, 1995, 1994 and 1993, respectively.
Contingent rents and income from sublease rents were not significant.

Assets recorded under capital lease obligations and included in property at
December 31, 1995 and 1994 were as follows:
                                               1995     1994
                                              (In thousands)

Vessel                                      $ 55,253  $ 55,253
Machinery and equipment                       42,688    42,870
  Total                                       97,941    98,123
Less accumulated amortization                 84,813    74,674
Property under capital leases--net          $ 13,128  $ 23,449

Future minimum payments under all leases and the present value of minimum
capital lease payments as of December 31, 1995 were as follows:

                                             Capital   Operating
                                              Leases     Leases
                                               (In thousands)

1996                                        $ 14,759   $  15,960
1997                                          15,026      14,590
1998                                          10,703      14,837
1999                                             609      14,834
2000                                             576      12,868
Thereafter                                     1,063     114,072
Total minimum lease payments                  42,736   $ 187,161
Less amount representing interest              7,489
Present value of future minimum payments      35,247
Less current portion                          11,061
Long-term obligations at December 31, 1995  $ 24,186

A subsidiary is obligated to pay terminal facility rent equal to the principal
and interest on Special Facility Revenue Bonds issued by the Department of
Transportation of the State of Hawaii.  Interest on the bonds is payable semi-
annually and principal, in the amount of $16,500,000 is due in 2013.  An accrued
liability of $7,170,000 and $6,626,000 at December 31, 1995 and 1994,
respectively, included in other long-term liabilities, provides for a pro-rata
portion of the principal due on these bonds.

THE COMPANY AS LESSOR:  Various Company subsidiaries lease land, buildings and
land improvements under operating leases.  The historical cost of and
accumulated depreciation on leased property at December 31, 1995 and 1994 were
as follows:
                                               1995        1994
                                                (In thousands)

Leased property                               $ 246,609  $210,217
Less accumulated amortization                    37,555    32,567
Property under operating leases--net          $ 209,054  $177,650


Total rental income under these operating leases for the three years ended
December 31, 1995 was as follows:

                                      1995     1994     1993
                                         (In thousands)

Minimum rentals                      $ 28,164  $ 31,792  $ 30,968
Contingent rentals 
(based on sales volume)                   880     1,515     1,111
  Total                              $ 29,044  $ 33,307  $ 32,079

Future minimum rental income on non-cancelable leases at December 31, 1995 was
as follows:

                                    Operating
                                      Leases
                                  (In thousands)

1996                                $  31,551
1997                                   26,689
1998                                   18,930
1999                                   15,169
2000                                   12,324
Thereafter                            159,912
 Total                              $ 264,575

4.     DISCONTINUED OPERATIONS

In June 1995, the Company sold the net assets of its container leasing
subsidiary, Matson Leasing Company, Inc., for $361.7 million in cash, and
realized an after-tax gain of $18 million.  Specifically excluded from the sale
were long-term debt and U. S. tax obligations of the business.

Summary operating results of discontinued operations, excluding the above gain,
were as follows:

                                  1995      1994     1993
                                      (In thousands)

Net sales                        $ 35,251  $ 63,060  $ 55,544
Gross profit                     $ 14,762  $ 24,499  $ 20,500

Earnings before income taxes     $  8,564  $ 16,604  $ 13,047
Income taxes                        3,228     5,975     4,794
Net earnings from discontinued
  operations                     $  5,336   $10,629  $  8,253

The components of net assets of discontinued operations included in the
Consolidated Balance Sheet at December 31, 1994 were as follows (in
thousands):

Current assets                   $  14,829
Containers and equipment, net      305,874
Current liabilities                 (1,505)
Other long-term liabilities         (5,508)
Net assets                       $ 313,690


5.   INCOME TAXES

The income tax expense for the three years ended December 31, 1995 consisted of
the following:

                                        1995       1994     1993
                                         (In thousands)

Current:
  Federal                            $ (23,833) $ 29,796  $ 23,894
  State                                    403     1,444     2,830
    Total                              (23,430)   31,240    26,724
Deferred                                42,965     1,412    14,662
Income tax expense                   $  19,535  $ 32,652  $ 41,386

Total income tax expense for the three years ended December 31, 1995 differs
from amounts computed by applying the statutory Federal rate to pre-tax income,
for the following reasons:

                                      1995     1994     1993
                                         (In thousands)

Computed income tax expense          $ 18,184  $ 33,821  $ 35,043
Increase (decrease) resulting from:
  Tax rate increases                      -         -       6,963
  State tax on income, less                             
      applicable Federal tax              326     1,332     1,999
  Fair market value over cost 
      of donations                        -      (2,138)      -
  Low-income housing credits           (1,224)   (1,219)   (1,214)
  Other-net                             2,249       856    (1,405)
    Income tax expense               $ 19,535  $ 32,652  $ 41,386

The tax effects of temporary differences that give rise to significant portions
of the net deferred tax liability at December 31, 1995 and 1994 were as follows:

                                               1995       1994
                                               (In thousands)

Deposits to the CCF                           $ 252,348   $ 201,963
Tax-deferred gains on real               
    estate transactions                         69,317       68,488
Accelerated depreciation                        44,136      111,253
Unrealized holding gains on securities          23,664       17,273
Post-retirement benefits                       (47,813)     (45,209)
Alternative minimum tax benefits               (14,264)      (6,531)
Insurance reserves                              (6,766)      (1,759)
Capitalized leases                                (957)       2,409
Other-net                                         (725)     (13,292)
  Total                                       $ 318,940   $ 334,595

The Internal Revenue Service (IRS) has completed its audits of the Company's tax
returns through 1988 and, with one exception, has settled all issues raised
during such audits.  No settlement had a 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 a deduction for tax purposes.
The IRS has commenced  an audit of the tax returns for 1989 through 1991.
Management believes that the ultimate resolution of any adjustment resulting
from the 1987, 1988 and the current audits will not have a material effect on
the Company's financial position or results of operations.

6.     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.

The net periodic cost for post-retirement health care and life insurance
benefits during 1995, 1994 and 1993 included the following:

                                   1995     1994      1993
                                      (In thousands)

Service cost                     $ 1,512  $ 2,149   $ 1,524
Interest cost                      7,031    7,825     4,742
Net amortization                 (1,524)     (216)      -
Curtailment gain                 (2,045)       -        -
Post-retirement benefit cost     $ 4,974  $ 9,758   $ 6,266


The unfunded accumulated post-retirement benefit obligation at December 31, 1995
and 1994 is summarized below:

                                      1995          1994
                                        (In thousands)

Accumulated post-retirement benefit obligation:

 Retirees                            $  56,606       $  64,619
 Fully-eligible active plan 
    participants                         9,073          10,577
 Other active plan participants         25,373          30,359
 Unrecognized prior service cost         5,676           3,215
 Unrecognized net gain                  26,862          14,422
   Total                               123,590         123,192
Current obligation                       5,118           6,582
Non-current obligation               $ 118,472       $ 116,610

For 1995 and 1994, the weighted average discount rate used in determining the
accumulated post-retirement benefit obligation was 8%, and the assumed health
care cost trend rate used in measuring the accumulated post-retirement benefit
obligation was 10% 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, 1995 and 1994
would have increased by approximately $10,405,000 and $12,235,000, respectively,
and the net periodic post-retirement benefit cost for 1995 and 1994 would have
increased by approximately $1,190,000 and $2,153,000, respectively.

7.   INVESTMENTS

At December 31, 1995 and 1994, 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 stated at quoted
market values.    The unrealized holding gain on these securities, net of
deferred income taxes, has been recorded as a separate component of
shareholders' equity.


The components of the net unrealized holding gains at December 31, 1995 and 1994
were as follows:

                                      1995           1994
                                        (In thousands)

Market value                         $ 73,460       $ 56,312
Less historical cost                    9,966          9,966
Unrealized holding gain                63,494         46,346
Less deferred income taxes             23,664         17,273
Net unrealized holding gain          $ 39,830       $ 29,073

The investments in limited partnership interests and purchase money mortgages
are recorded at cost, which approximated market values, of $8,786,000 and
$8,601,000 at December 31, 1995 and 1994, respectively.  The purchase money
mortgages are intended to be held to maturity.  The value of the underlying
investments of the limited partnership interests are assessed annually and are
approximately equal to the original cost.

See Note 11 for a discussion of market values of investments in the Capital
Construction Fund.

8.   LONG-TERM DEBT, CREDIT AGREEMENTS

At December 31, 1995 and 1994, long-term debt consisted of the following:

                                       1995       1994
                                       (In thousands)

Commercial paper, 
   5.83% - 6.19% due 1996           $ 246,437    $ 304,301

Bank revolving credit loans 
   (1995 high 6.88%, low 5.99%)
   due after 1995                      40,000       52,500

Term loans:
   7.19%, payable through 2007         75,000       75,000
   8%, payable through 2000 .          47,500       50,000
   9.05%, payable through 1999         27,201       32,611
   9%, payable through 1999 ..         21,176       50,000
   9.8%, payable through 2004          18,750       20,833
   7.65%, payable through 2001         10,000       10,000
   11.78%, payable through 1997         1,269        1,848

Mortgage loans, collateralized by land and buildings:
   11%, repaid in 1995                   -           3,046
   12.5%, repaid in 1995                 -           2,724
   Other, repaid in 1995                 -             281
Limited partnership subscription
   notes, no interest,
   payable through 1996                   850        1,700
     Total                            488,183      604,844
     Less current portion              24,794       27,239
     Commercial paper classified 
        as current                     83,000       58,000
     Long-term debt                 $ 380,389    $ 519,605

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, 1997, 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, 1995 and 1994, $10,000,000 and $20,000,000, respectively,
were outstanding under this agreement.

The Company and a subsidiary have an uncommitted $45,000,000 short-term
revolving credit agreement with a commercial bank.  The agreement extends to
November 30, 1996, but may be canceled by the bank at any time.  At December 31,
1995 and 1994, $17,000,000 and $12,500,000, 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, 1995 and 1994, $13,000,000 and $20,000,000,
respectively, were outstanding under this agreement.

During 1995, a subsidiary entered into a $50,000,000 one-year Revolving Credit
Agreement to replace two previous credit facilities.  Up to $25,000,000 of this
agreement serves as a commercial paper liquidity back-up line, with the balance
available for general corporate funds.  At December 31, 1995, there were no
amounts outstanding under this agreement.

COMMERCIAL PAPER:  At December 31, 1995 there were two commercial paper
programs.  The first program was used by a subsidiary to finance the
construction of a vessel, which was delivered in 1992.  At December 31, 1995,
$149,437,000 of commercial paper notes was outstanding under this program.
Maturities ranged from 4 to 39 days.  The borrowings outstanding under this
program are classified as long-term, because 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 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, 1995,
$97,000,000 of commercial paper notes was outstanding under this program.
Maturities ranged from 11 to 23 days.  The interest cost and certain fees on the
borrowings relating to sugar inventory advances to growers are reimbursed by the
growers.  At December 31, 1995, $31,378,000 was outstanding as advances to
growers under this program.  Of the total commercial paper borrowing outstanding
at December 31, 1995, $83,000,000 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 by the Company.

In 1995, the Company repaid the outstanding commercial paper notes of a third
program which had been used to finance container purchases of the discontinued
container leasing business.

LONG-TERM DEBT MATURITIES:  At December 31, 1995, maturities and planned
prepayments of all long-term debt during the next five years totaled $24,794,000
for 1996, $31,967,000 for 1997, $24,453,000 for 1998, $32,616,000 for 1999 and
$19,584,000 for 2000.

9.     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 1995, 527,800 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, 1995, a total of 171,000 options have been granted under the plan,
3,000 options have been canceled and no options have been exercised.

Changes in shares under all option plans, for the three years ended December 31,
1995, were as follows:

                                                Price Range
                                      Shares     Per Share

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     2,444,032    17.375-37.875

1995: Granted                        551,800    21.750-22.500
      Exercised                      (23,550)   17.375-24.750
      Canceled                      (385,531)   24.250-36.250
      Outstanding, December 31
      (2,045,051 exercisable)      2,586,751   $17.375-37.875

Options outstanding at December 31, 1995 include 60,166 shares that carry stock
appreciation rights which expire in 1997.  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.

10.    RELATED PARTY TRANSACTIONS, COMMITMENTS AND CONTINGENCIES

At December 31, 1995, the Company and its subsidiaries had an unspent balance of
total appropriations for capital expenditures of approximately $216,971,000.
However, there is no contractual obligation to spend this entire amount.  Of
this amount, $155,500,000 is for the planned vessels described in Note 12.

A subsidiary has arranged for standby letters of credit of approximately
$13,800,000, necessary to qualify as a self-insurer for state and federal
workers' compensation liabilities.

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 which 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 $158,284,000 and
$271,212,000 under the contract during 1995 and 1994, 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 8).  Such
advances are determined by the estimated raw sugar market prices.  Amounts due
to HSTC are credited against outstanding advances to HSTC upon delivery of raw
sugar to the subsidiary's refineries.

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 or results of operations.

11.    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 of
December 31, 1995, the oldest CCF deposits date from 1987.  Management believes
that all amounts deposited in the CCF at the end of 1995 will be used or
committed for qualified purposes prior to the expiration of the 25-year period.

Under the terms of the CCF agreement, the subsidiary may designate certain
qualified earnings as "accrued deposits" or may designate, as obligations of the
CCF, qualified withdrawals to reimburse qualified expenditures initially made
with operating funds.  Such accrued deposits to and withdrawals from the CCF are
reflected on the balance sheet either as an obligation of the Company's current
assets or as a receivable from the CCF.

As discussed in Note 7, in 1994 the Company adopted the provisions of SFAS No.
115.  The Company 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 Company's intention to hold these investments to
maturity.


At December 31, 1995 and 1994, the balances on deposit in the CCF are summarized
in Table 1.

TABLE 1 (In thousands)        
                                        1995                  
                           Amortized     Fair      Unrealized 
                              Cost       Value      Gain(Loss)
                              
Mortgage-backed securities  $  95,156   $  91,132    $ (4,024)      
Cash and cash equivalents     215,823     215,856         33  
Treasury notes                   -          -             -   
Accrued deposits                6,233       6,233         -  
Total                       $ 317,212   $ 313,221    $ (3,991) 


                                       1994                  
                           Amortized     Fair      Unrealized 
                              Cost       Value        Loss
                              
Mortgage-backed securities  $ 108,247   $  96,678      (11,569)      
Cash and cash equivalents      64,263      64,263        - 
Treasury notes                  2,984       2,984        -   
Accrued deposits                  550         550        -  
Total                       $ 176,044   $ 164,475    $ (11,569)
         

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.

At the end of 1995, the fair value of the Company's investments in MBS is less
than amortized cost, due to interest rate sensitivity inherent in the fair value
determination of such securities.  While an unrealized market loss exists, the
Company intends to hold these investments to maturity, which ranges from 1996
through 2024.  The MBS have a weighted average life of approximately six years,
based on information currently available to the Company.  The Company earned
$7,655,000 in 1995, $8,292,000 in 1994, and $7,218,000 in 1993 on its
investments in MBS.

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 1996.

During 1995 and 1994, there were no sales of securities classified as "held-to-
maturity" included in the CCF.

12.    SUBSEQUENT EVENT - VESSEL ACQUISITION

In January 1996, the Company purchased five container ships from American
President Lines, Ltd. (APL) for $155,500,000,  of which $145,500,000 was
financed by qualified withdrawals from the CCF.

The Company intends to use four of these container ships and one existing fleet
unit in a joint service with APL, between the United States West Coast and
Hawaii, Korea, Japan and Guam.  The Company will have the full reach of the
vessels on each westbound voyage from the United States West Coast to Hawaii,
Guam, Japan and Korea.  APL will take each vessel on time charter in Korea and
redeliver the vessel at the end of its eastbound voyage on the United States
West Coast.  APL will reimburse the Company for vessel operating costs incurred
while under time charter to APL.  The Company expects to commence the joint
service with APL in February 1996.

13.    INDUSTRY SEGMENTS

Industry segment information for 1995, 1994 and 1993, on page 28, 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.

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.

As discussed in Note 4, the net assets of the container leasing segment were
sold in 1995.




EXIBIT B


ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
FINANCIAL DATA SCHEDULE
DECEMBER 31, 1995
(In thousands)

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

 Item No.  Caption Heading
     1     Total Assets                         $1,782,759
     2     Total Operating Revenues               $988,043
     3     Net Income                              $55,755





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission