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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________ to _________________
Commission file number 001-35492
ALEXANDER & BALDWIN, INC.
(Exact name of registrant as specified in its charter)
Hawaii45-4849780
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
822 Bishop Street
P. O. Box 3440,Honolulu,Hawaii96801
(Address of principal executive offices)(Zip Code)
(808) 525-6611
(Registrant's telephone number, including area code)
N/A
(Former name, former address, and former
fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, without par valueALEXNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of shares of common stock outstanding as of March 31, 2022: 72,680,364

1

ALEXANDER & BALDWIN, INC.
FORM 10-Q
For the Quarterly Period Ended March 31, 2022

TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1.
Condensed Consolidated Balance Sheets - As of March 31, 2022 and December 31, 2021
Condensed Consolidated Statements of Operations - Three Months Ended March 31, 2022 and 2021
Condensed Consolidated Statements of Comprehensive Income (Loss) - Three Months Ended March 31, 2022 and 2021
Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2022 and 2021
Item 2.
Item 3.
Item 4.
PART II. OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 4.
Item 6.


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in millions; unaudited)
March 31, December 31,
20222021
ASSETS
Real estate investments
Real estate property$1,590.9 $1,588.2 
Accumulated depreciation(187.8)(180.5)
Real estate property, net1,403.1 1,407.7 
Real estate developments61.9 65.0 
Investments in real estate joint ventures and partnerships8.8 8.8 
Real estate intangible assets, net49.4 51.6 
Real estate investments, net1,523.2 1,533.1 
Cash and cash equivalents33.7 70.0 
Restricted cash1.0 1.0 
Accounts receivable and retention, net of allowance for credit losses and allowance for doubtful accounts of $1.3 million and $1.3 million as of March 31, 2022, and December 31, 2021, respectively
37.6 28.9 
Inventories26.1 20.3 
Other property, net83.8 83.5 
Operating lease right-of-use assets19.3 20.1 
Goodwill8.7 8.7 
Other receivables, net of allowance for credit losses and allowance for doubtful accounts of $2.5 million and $2.5 million as of March 31, 2022, and December 31, 2021, respectively
13.1 11.6 
Prepaid expenses and other assets108.1 102.6 
Total assets$1,854.6 $1,879.8 
LIABILITIES AND EQUITY
Liabilities:
Notes payable and other debt$522.2 $532.7 
Accounts payable13.2 9.9 
Operating lease liabilities18.9 19.4 
Accrued pension and post-retirement benefits56.1 56.3 
Deferred revenue70.0 68.5 
Accrued and other liabilities96.4 119.5 
Total liabilities776.8 806.3 
Commitments and Contingencies (Note 8)
Redeemable Noncontrolling Interest7.4 6.9 
Equity:
Common stock - no par value; authorized, 150.0 million shares; outstanding, 72.7 million and 72.5 million shares at March 31, 2022 and December 31, 2021, respectively
1,809.6 1,810.5 
Accumulated other comprehensive income (loss)(72.8)(80.7)
Distributions in excess of accumulated earnings(666.4)(663.2)
Total equity1,070.4 1,066.6 
Total liabilities and equity$1,854.6 $1,879.8 
See Notes to Condensed Consolidated Financial Statements.
1

ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in millions, except per share data; unaudited)

Three Months Ended March 31,
20222021
Operating Revenue:
Commercial Real Estate$46.1 $39.9 
Land Operations12.9 17.1 
Materials & Construction39.2 24.0 
Total operating revenue98.2 81.0 
Operating Costs and Expenses: 
Cost of Commercial Real Estate24.0 23.4 
Cost of Land Operations9.3 8.1 
Cost of Materials & Construction34.1 23.7 
Selling, general and administrative12.4 12.2 
Total operating costs and expenses79.8 67.4 
Gain (loss) on disposal of commercial real estate properties, net— 0.2 
Gain (loss) on disposal of non-core assets, net— 0.1 
Total gain (loss) on disposal of assets, net— 0.3 
Operating Income (Loss)18.4 13.9 
Other Income and (Expenses):
Income (loss) related to joint ventures1.6 3.4 
Pension and postretirement benefit (expense)(3.4)(0.6)
Interest and other income (expense), net (Note 2)
0.1 0.3 
Interest expense(5.7)(7.0)
Income (Loss) from Continuing Operations Before Income Taxes11.0 10.0 
Income tax benefit (expense)— (0.1)
Income (Loss) from Continuing Operations11.0 9.9 
Net Income (Loss)11.0 9.9 
Loss (income) attributable to noncontrolling interest(0.5)— 
Net Income (Loss) Attributable to A&B Shareholders$10.5 $9.9 
Earnings (Loss) Per Share Available to A&B Shareholders:
Basic Earnings (Loss) Per Share of Common Stock: 
Continuing operations available to A&B shareholders$0.14 $0.14 
Net income (loss) available to A&B shareholders$0.14 $0.14 
Diluted Earnings (Loss) Per Share of Common Stock:
Continuing operations available to A&B shareholders$0.14 $0.14 
Net income (loss) available to A&B shareholders$0.14 $0.14 
Weighted-Average Number of Shares Outstanding:
Basic72.672.5 
Diluted72.872.6 
Amounts Available to A&B Common Shareholders (Note 15):
Continuing operations available to A&B common shareholders$10.5 $9.9 
Net income (loss) available to A&B common shareholders$10.5 $9.9 
See Notes to Condensed Consolidated Financial Statements.
2

ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in millions; unaudited)
Three Months Ended March 31,
 20222021
Net Income (Loss)$11.0 $9.9 
Other Comprehensive Income (Loss), net of tax:
Cash flow hedges:
Unrealized interest rate hedging gain (loss)3.4 3.1 
Impact of reclassification adjustment to interest expense included in Net Income (Loss)0.4 0.3 
Employee benefit plans:
Amortization of net loss included in net periodic benefit cost0.9 0.6 
Settlement (gain) loss3.2 — 
Other comprehensive income (loss), net of tax7.9 4.0 
Comprehensive Income (Loss)18.9 13.9 
Comprehensive (income) loss attributable to noncontrolling interest(0.5)— 
Comprehensive Income (Loss) Attributable to A&B Shareholders$18.4 $13.9 
See Notes to Condensed Consolidated Financial Statements.
3

ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in millions; unaudited)
Three Months Ended March 31,
 20222021
Cash Flows from Operating Activities:
Net income (loss)$11.0 $9.9 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:
Depreciation and amortization11.3 12.6 
Loss (gain) from disposals and asset transactions, net— (0.3)
Share-based compensation expense1.5 1.4 
Equity in (income) loss from affiliates, net of operating cash distributions(1.6)(2.1)
Settlement charge related to pension plan termination3.2 — 
Changes in operating assets and liabilities:
Trade, contracts retention, and other contract receivables(6.8)5.4 
Inventories(5.8)(8.8)
Prepaid expenses, income tax receivable and other assets(5.7)(1.0)
Development/other property inventory3.1 2.2 
Accrued pension and post-retirement benefits0.8 0.9 
Accounts payable2.5 0.8 
Accrued and other liabilities(6.2)(0.4)
Net cash provided by (used in) operations7.3 20.6 
Cash Flows from Investing Activities:  
Capital expenditures for property, plant and equipment(3.8)(5.2)
Proceeds from disposal of assets— 0.5 
Payments for purchases of investments in affiliates and other investments(0.1)(0.6)
Distributions of capital and other receipts from investments in affiliates and other investments— 15.7 
Net cash provided by (used in) investing activities(3.9)10.4 
Cash Flows from Financing Activities:  
Payments of notes payable and other debt and deferred financing costs(10.5)(37.7)
Borrowings (payments) on line-of-credit agreement, net— 4.0 
Cash dividends paid(27.0)(21.8)
Proceeds from issuance (repurchase) of capital stock and other, net(2.2)(0.7)
Net cash provided by (used in) financing activities(39.7)(56.2)
Cash, Cash Equivalents and Restricted Cash  
Net increase (decrease) in cash, cash equivalents and restricted cash(36.3)(25.2)
Balance, beginning of period71.0 57.4 
Balance, end of period$34.7 $32.2 
4

Other Cash Flow Information:
Interest paid, net of capitalized interest$(4.9)$(6.2)
Income tax (payments)/refunds, net$— $0.1 
Noncash Investing and Financing Activities:
Capital expenditures included in accounts payable and accrued and other liabilities$0.1 $5.5 
Reconciliation of cash, cash equivalents and restricted cash:
Beginning of the period:
Cash and cash equivalents$70.0 $57.2 
Restricted cash1.0 0.2 
Cash, cash equivalents and restricted cash$71.0 $57.4 
End of the period:
Cash and cash equivalents$33.7 $32.0 
Restricted cash1.0 0.2 
Cash, cash equivalents and restricted cash$34.7 $32.2 
See Notes to Condensed Consolidated Financial Statements.
5

ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST
For the Three Months Ended March 31, 2022 and 2021
(amounts in millions, except per share data; unaudited)
Total Equity
Common StockAccumulated
 Other
 Compre-
hensive Income (Loss)		(Distribution
in Excess
of Accumulated Earnings)
Earnings Surplus		TotalRedeem-
able
Non-
Controlling
Interest
SharesStated Value
Balance, January 1, 202172.4 $1,805.5 $(60.0)$(649.4)$1,096.1 $6.5 
Net income (loss)— — — 9.9 9.9 — 
Other comprehensive income (loss), net of tax— — 4.0 — 4.0 — 
Dividend on common stock ($0.15 per share)
— — — (10.9)(10.9)— 
Share-based compensation— 1.4 — — 1.4 — 
Shares issued (repurchased), net0.1 (0.7)— — (0.7)— 
Balance, March 31, 202172.5 $1,806.2 $(56.0)$(650.4)$1,099.8 $6.5 
Total Equity
Common StockAccumulated
 Other
 Compre-
hensive Income (Loss)		(Distribution
in Excess
of Accumulated Earnings)
Earnings Surplus		TotalRedeem-
able
Non-
Controlling
Interest
SharesStated Value
Balance, January 1, 202272.5 $1,810.5 $(80.7)$(663.2)$1,066.6 $6.9 
Net income (loss)— — — 10.5 10.5 0.5 
Other comprehensive income (loss), net of tax— — 7.9 — 7.9 — 
Dividend on common stock ($0.19 per share)
— — — (13.9)(13.9)— 
Share-based compensation— 1.5 — — 1.5 — 
Shares issued (repurchased), net0.2 (2.4)— 0.2 (2.2)— 
Balance, March 31, 202272.7 $1,809.6 $(72.8)$(666.4)$1,070.4 $7.4 
See Notes to Condensed Consolidated Financial Statements
6

Alexander & Baldwin, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1.    BACKGROUND AND BASIS OF PRESENTATION
Description of Business: Alexander & Baldwin, Inc. ("A&B" or the "Company") is a real estate investment trust ("REIT") headquartered in Honolulu, Hawai‘i. The Company operates in three segments: Commercial Real Estate ("CRE"); Land Operations; and Materials & Construction ("M&C"). As of March 31, 2022, the Company owns a portfolio of commercial real estate improved properties in Hawai‘i consisting of 22 retail centers, 11 industrial assets, and four office properties, representing a total of 3.9 million square feet of gross leasable area, as well as a portfolio of ground leases in Hawai‘i representing 140.7 acres. Throughout this quarterly report on Form 10-Q, references to "we," "our," "us" and "our Company" refer to Alexander & Baldwin, Inc., together with its consolidated subsidiaries.
Basis of Presentation: The interim condensed consolidated financial statements are unaudited. Because of the nature of the Company's operations, the results for interim periods are not necessarily indicative of results to be expected for the year. While these condensed consolidated financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements. Therefore, the interim condensed consolidated financial statements should be read in conjunction with the consolidated balance sheets as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive income (loss), cash flows, and equity and redeemable noncontrolling interest for each of the three years ended December 31, 2021, 2020 and 2019, respectively, and the notes thereto included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2021 ("2021 Form 10-K"), and other subsequent filings with the U.S. Securities and Exchange Commission ("SEC").
Rounding: Amounts in the condensed consolidated financial statements and notes are rounded to the nearest tenth of a million. Accordingly, a recalculation of some per-share amounts and percentages, if based on the reported data, may result in differences.
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company's significant accounting policies are described in Note 2 to the consolidated financial statements included in Item 8 of the Company's 2021 Form 10-K. There have not been any changes to the Company's significant accounting policies as described in the Company's 2021 Form 10-K.
Recently issued accounting pronouncements
In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-04, Reference Rate Reform, establishing ASC Topic 848, and amended the standard thereafter through ASU No. 2021-01 (collectively, "ASC 848"). ASC 848 provides optional practical expedients and exceptions related to the impacts of reference rate reform that affect certain debt, leases, derivatives and other contracts if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. Reference rate reform has not had a material impact on any of the Company's existing contracts. Therefore, the Company has not elected to apply any of the optional practical expedients and exceptions under ASC 848 as of the current date. The Company will assess future changes in its contracts and the impact of electing to apply the optional practical expedients and exceptions provided by ASC 848 as they occur, but expects their application will not have a material effect on its financial position or results of operations.
7

Interest and other income (expense), net
Interest and other income (expense), net for the three months ended March 31, 2022 and 2021, included the following (in millions):
Three Months Ended March 31,
20222021
Interest income$0.1 $0.3 
Interest and other income (expense), net$0.1 $0.3 

3.    INVESTMENTS IN AFFILIATES
The Company's investments in affiliates principally consist of equity investments in limited liability companies in which the Company has the ability to exercise significant influence over the operating and financial policies of these investments. Accordingly, the Company accounts for its investments using the equity method of accounting.
Operating results presented in the Company's condensed consolidated financial statements include the Company's proportionate share of net income (loss) from its equity method investments. Summarized financial information of entities accounted for by the equity method on a combined basis for the three months ended March 31, 2022 and 2021, is as follows (in millions):
Three Months Ended March 31,
20222021
Revenues$38.3 $69.9 
Operating costs and expenses36.4 63.0 
Gross Profit (Loss)$1.9 $6.9 
Income (Loss) from Continuing Operations1
$(2.2)$3.9 
Net Income (Loss)1
$3.0 $3.7 
1 Includes earnings from equity method investments held by the investee.
During the three months ended March 31, 2022 and 2021, Income (loss) related to joint ventures was $1.6 million and $3.4 million, respectively, and return on investment operating cash distributions was zero and $1.3 million, respectively.
4.    INVENTORIES
Inventories are stated at the lower of cost (principally first-in, first-out basis) or net realizable value. Inventories as of March 31, 2022, and December 31, 2021, were as follows (in millions):
March 31, December 31,
20222021
Asphalt$8.9 $4.7 
Processed rock and sand9.3 8.1 
Work in progress3.6 3.6 
Retail merchandise2.4 2.1 
Parts, materials and supplies inventories1.9 1.8 
Total$26.1 $20.3 
5.    FAIR VALUE MEASUREMENTS
The fair value of the Company's cash and cash equivalents, accounts receivable, net and short-term borrowings approximate their carrying values due to the short-term nature of the instruments.
The fair value of the Company's notes receivable approximated the carrying amount of $8.4 million as of March 31, 2022, and December 31, 2021. The fair value of these notes is estimated using a discounted cash flow analysis in which the Company uses unobservable inputs such as market interest rates determined by the loan-to-value and market capitalization rates
8

related to the underlying collateral at which management believes similar loans would be made and classified as a Level 3 measurement in the fair value hierarchy.
As of March 31, 2022, the carrying amount of the Company's notes payable and other debt was $522.2 million and the corresponding fair value was $525.4 million. As of December 31, 2021, the carrying amount of the Company's notes payable and other debt was $532.7 million, and the corresponding fair value was $554.3 million. The fair value of debt is calculated by discounting the future cash flows of the debt at market rates for instruments with similar risk, terms and maturities as compared to the Company's existing debt arrangements and classified as a Level 3 measurement in the fair value hierarchy.
The Company records its interest rate swaps at fair value. The fair values of the Company's interest rate swaps are based on the estimated amounts that the Company would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and interest rate related observable inputs (refer to Note 7 for fair value information regarding the Company's derivative instruments). The fair values of the Company's interest rate swaps are classified as a Level 2 measurement in the fair value hierarchy.

9

6.    NOTES PAYABLE AND OTHER DEBT
As of March 31, 2022, and December 31, 2021, notes payable and other debt consisted of the following (dollars in millions):

Interest Rate (%)Maturity DatePrincipal Outstanding
March 31, 2022December 31, 2021
Secured:
Heavy Equipment Financing(1)(1)$1.7 $1.9 
Laulani Village3.93%202459.9 60.2 
Pearl Highlands4.15%202478.9 79.4 
Manoa Marketplace(2)202955.8 56.3 
Subtotal$196.3 $197.8 
Unsecured:
Series A Note5.53%2024$21.3 $21.3 
Series J Note4.66%202510.0 10.0 
Series B Note5.55%202636.0 45.0 
Series C Note5.56%202613.0 13.0 
Series F Note4.35%202615.2 15.2 
Series H Note4.04%202650.0 50.0 
Series K Note4.81%202734.5 34.5 
Series G Note3.88%202728.1 28.1 
Series L Note4.89%202818.0 18.0 
Series I Note4.16%202825.0 25.0 
Term Loan 54.30%202925.0 25.0 
Subtotal$276.1 $285.1 
Revolving Credit Facilities:
GLP Asphalt revolving credit facility(3)2022$— $— 
A&B Revolver(4)202550.0 50.0 
Subtotal$50.0 $50.0 
Total debt (contractual)$522.4 $532.9 
Unamortized debt issuance costs(0.2)(0.2)
Total debt (carrying value)$522.2 $532.7 
(1) Loans have a weighted average stated interest rate of approximately 2.77% and stated maturity dates ranging from 2022 to 2024.
(2) Loan has a stated interest rate of LIBOR plus 1.35%, but is swapped through maturity to a 3.14% fixed rate.
(3) Loan has a stated interest rate of SOFR plus 1.75%.
(4) Loan has a stated interest rate of LIBOR plus 1.05% based on a pricing grid. $50 million is swapped through February 2023 to a 2.40% fixed rate.
On March 5, 2021, the Financial Conduct Authority announced a timeline for the phase-out of the London Interbank Offered Rate ("LIBOR"). The Federal Reserve, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency subsequently issued a joint statement saying that banks should stop entering into new contracts with LIBOR as soon as possible but at least by December 31, 2021. As of January 1, 2022, LIBOR can only be used for legacy LIBOR obligations entered into prior to December 31, 2021. In addition, LIBOR will cease to be available after June 30, 2023. The Federal Reserve-formed Alternative Reference Rates Committee identified the Secured Overnight Financing Rate ("SOFR") as the recommended benchmark rate to replace LIBOR in the United States.

As of March 31, 2022, only the GLP Asphalt Revolving Credit Facility had transitioned to a benchmark based on SOFR. On April 29, 2022, the Company entered into a Sixth Amendment to this credit agreement with Wells Fargo Bank, NA, extending the maturity date by 45 days from May 1, 2022, to June 15, 2022.
7.    DERIVATIVE INSTRUMENTS
The Company is exposed to interest rate risk related to its variable-rate interest debt. The Company balances its cost of debt and exposure to interest rates primarily through its mix of fixed-rate and variable-rate debt. From time to time, the Company may use interest rate swaps to manage its exposure to interest rate risk. The Company effectively had no variable-rate debt at March 31, 2022, as a result of its interest rate swap agreements.
10

Cash Flow Hedges of Interest Rate Risk
The Company has two interest rate swap agreements designated as cash flow hedges whose key terms are as follows (dollars in millions):

EffectiveMaturityFixed InterestNotional Amount atAsset (Liability) Fair Value at
DateDateRateMarch 31, 2022March 31, 2022December 31, 2021
4/7/20168/1/20293.14%$55.8 $1.5 $(1.7)
2/13/20202/27/20232.40%$50.0 $0.1 $(0.5)

The asset related to the interest rate swaps as of March 31, 2022, is presented within Prepaid expenses and other assets in the condensed consolidated balance sheet. The liability related to the interest rate swaps as of December 31, 2021, is presented within Accrued and other liabilities. The changes in fair value of the cash flow hedges are recorded in Accumulated other comprehensive income (loss) and subsequently reclassified into interest expense as interest is incurred on the related variable-rate debt.
The following table represents the pre-tax effect of the derivative instruments in the Company's condensed consolidated statement of comprehensive income (loss) during the three months ended March 31, 2022 and 2021, (in millions):

Three Months Ended March 31,
20222021
Derivatives in Designated Cash Flow Hedging Relationships:
Amount of gain (loss) recognized in OCI on derivatives$3.4 $3.1 
Impact of reclassification adjustment to interest expense included in Net Income (Loss)$0.4 $0.3 

As of March 31, 2022, the Company expects to reclassify $1.0 million of net gains (losses) on derivative instruments from accumulated other comprehensive income to earnings during the next 12 months.
The Company measures all of its interest rate swaps at fair value. The fair values of the Company's interest rate swaps are based on the estimated amounts that the Company would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and interest rate related observable inputs. The fair values of the Company's interest rate swaps are classified as a Level 2 measurement in the fair value hierarchy.
8.    COMMITMENTS AND CONTINGENCIES
Commitments and other financial arrangements
The Company has various financial commitments and other arrangements including standby letters of credit and bonds that are not recorded as liabilities on the Company's condensed consolidated balance sheet as of March 31, 2022:
•Standby letters of credit issued by the Company's lenders under the Company's revolving credit facilities totaled $1.1 million as of March 31, 2022. These letters of credit primarily relate to the Company's workers' compensation plans and construction activities; if drawn upon, the Company would be obligated to reimburse the issuer.
•Bonds related to the Company's construction and real estate activities totaled $297.3 million as of March 31, 2022. Approximately $278.7 million represents the face value of construction bonds issued by third party sureties (bid, performance and payment bonds), and the remainder is related to commercial bonds issued by third party sureties (permit, subdivision, license and notary bonds); if drawn upon, the Company would be obligated to reimburse the surety that issued the bond for the amount of the bond, reduced for the work completed to date. As of March 31, 2022, the Company's maximum remaining exposure, in the event of defaults on all existing contractual construction obligations, was approximately $96.0 million.
The Company also provides certain bond indemnities and guarantees of indebtedness for certain of its unconsolidated affiliates that it accounts for as equity method investments (e.g., real estate joint ventures).
•Bond indemnities are provided for the benefit of the surety in exchange for the issuance of surety bonds and cover joint venture construction activities (such as project amenities, roads, utilities, and other infrastructure). Under such bond indemnities, the Company and the joint venture partners agree to indemnify the surety bond issuer from all losses and expenses arising from the failure of the joint venture to complete the specified bonded construction; the Company
11

may be obligated to complete construction of the joint ventures' construction projects if the joint venture does not perform. The maximum potential amount of aggregate future payments is a function of the amount covered by outstanding bonds at the time of default by the joint venture, reduced by the amount of work completed to date.
•Guarantees of indebtedness may be provided by the Company for the benefit of financial institutions providing credit to unconsolidated equity method investees. As of March 31, 2022, the Company had one arrangement with third party lenders that provided for a limited guarantee on any outstanding amounts related to an unconsolidated equity method investee's line of credit; related to borrowings on such line of credit by the equity method investee, there was $0.1 million outstanding as of March 31, 2022.
The recorded amounts of the bond indemnities and guarantee of indebtedness were not material individually or in the aggregate. Other than those described above, obligations of the Company's joint ventures do not have recourse to the Company, and the Company's "at-risk" amounts are limited to its investment.
Legal proceedings and other contingencies
Prior to the sale of approximately 41,000 acres of agricultural land on Maui to Mahi Pono Holdings, LLC ("Mahi Pono") in December 2018, the Company, through East Maui Irrigation Company, LLC ("EMI"), also owned approximately 16,000 acres of watershed lands in East Maui and held four water licenses to approximately 30,000 acres owned by the State of Hawai‘i in East Maui. The sale to Mahi Pono included the sale of a 50% interest in EMI (which closed February 1, 2019), and provided for the Company and Mahi Pono, through EMI, to jointly continue the existing process to secure a long-term lease from the State for delivery of irrigation water to Mahi Pono for use in Central Maui.
The last of these water license agreements expired in 1986, and all four agreements were then extended as revocable permits that were renewed annually. In 2001, a request was made to the State Board of Land and Natural Resources (the "BLNR") to replace these revocable permits with a long-term water lease. Pending the completion by the BLNR of a contested case hearing it ordered to be held on the request for the long-term lease, the BLNR has kept the existing permits on a holdover basis. Three parties (Healoha Carmichael; Lezley Jacintho; and Na Moku Aupuni O Ko‘olau Hui) filed a lawsuit on April 10, 2015, (the "Initial Lawsuit") alleging that the BLNR has been renewing the revocable permits annually rather than keeping them in holdover status. The lawsuit challenged the BLNR’s decision to continue the revocable permits for calendar year 2015 and asked the court to void the revocable permits and to declare that the renewals were illegally issued without preparation of an environmental assessment ("EA"). In December 2015, the BLNR decided to reaffirm its prior decisions to keep the permits in holdover status. This decision by the BLNR was challenged by the three parties. In January 2016, the court ruled in the Initial Lawsuit that the renewals were not subject to the EA requirement, but that the BLNR lacked legal authority to keep the revocable permits in holdover status beyond one year (the "Initial Ruling"). The Initial Ruling was appealed to the Intermediate Court of Appeals ("ICA") of the State of Hawai‘i.
In May 2016, while the appeal of the Initial Ruling was pending, the Hawai‘i State Legislature passed House Bill 2501, which specified that the BLNR has the legal authority to issue holdover revocable permits for the disposition of water rights for a period not to exceed three years. The governor signed this bill into law as Act 126 in June 2016. Pursuant to Act 126, the annual authorization of the existing holdover permits was sought and granted by the BLNR in December 2016, November 2017 and November 2018 for calendar years 2017, 2018, and 2019. No extension of Act 126 was approved by the Hawai‘i State Legislature in 2019.
In June 2019, the ICA vacated the Initial Ruling, effectively reversing the determination that the BLNR lacked authority to keep the revocable permits in holdover status beyond one year (the "ICA Ruling"). The ICA remanded the case back to the trial court to determine whether the holdover status of the permits was both (a) "temporary" and (b) in the best interest of the State, as required by statute. The plaintiffs filed a motion with the ICA for reconsideration of its decision, which was denied on July 5, 2019. On September 30, 2019, the plaintiffs filed a request with the Supreme Court of Hawai‘i to review and reverse the ICA Ruling. On November 25, 2019, the Supreme Court of Hawai‘i granted the plaintiffs' request to review the ICA Ruling and, on May 5, 2020, oral argument was held.
On October 11, 2019, the BLNR took up the renewal of all the existing water revocable permits in the state, acting under the ICA Ruling, and approved the continuation of the four East Maui water revocable permits for another one-year period through December 31, 2020. On November 13, 2020, the BLNR approved another renewal of such permits through December 31, 2021.
On March 2, 2022, the Supreme Court of Hawai’i vacated the ICA’s ruling relating to the BLNR's decision to continue the revocable permits for the calendar year 2015, holding that Hawaii Revised Statutes Chapter 343 (the Hawaii Environmental Policy Act) did apply to the permits. The court remanded the matter back to the Circuit Court to determine if any exceptions would apply and, if not, how HRS Chapter 343 should be applied in light of the steps taken by A&B/EMI toward the long-term
12

water lease. The Supreme Court of Hawai’i also determined that the BLNR had the statutory authority to continue the permits for more than one year, but required BLNR to make findings of fact and conclusions of law determining that the action would serve the best interests of the State. A&B/EMI will continue to defend against the plaintiffs’ claims on remand.
In a separate matter, on December 7, 2018, a contested case request filed by the Sierra Club (contesting the BLNR's November 2018 approval of the 2019 revocable permits) was denied by the BLNR. On January 7, 2019, Sierra Club filed a lawsuit in the circuit court of the first circuit in Hawai‘i against BLNR, A&B and EMI, seeking to invalidate the 2019 and 2020 holdovers of the revocable permits for, among other things, failure to perform an EA. The lawsuit also sought to enjoin A&B/EMI from diverting more than 25 million gallons a day until a permit or lease is properly issued by the BLNR, and for the imposition of certain conditions on the revocable permits by the BLNR. The count seeking to invalidate the revocable permits based on the failure to perform an EA was dismissed by the court, based on the ICA Ruling in the Initial Lawsuit. The Sierra Club’s lawsuit was amended to include a challenge to the BLNR’s renewal of the revocable permits for calendar year 2020. After a full trial on the merits held beginning in August of 2020, the court ruled, on April 6, 2021, against the Sierra Club on its lawsuit challenging the 2019 and 2020 revocable permits. On February 17, 2022, the Sierra Club filed its notice of appeal challenging the decision on the August 2020 trial. The court is separately considering a lawsuit filed by the Sierra Club appealing the BLNR’s decision to deny them a contested case hearing on the 2021 revocable permits, which were granted by the BLNR on or about November 13, 2020. On May 28, 2021, the court issued an interim decision that the Sierra Club’s due process rights were violated and ordered the BLNR to hold a contested case hearing on the 2021 permits, and that the permits should be vacated. On July 30, 2021, the court modified its ruling to say that the permits would not be invalidated, but left in place pending the outcome of the contested case hearing. The contested case hearing was held by the BLNR in December 2021 to address the continuation of the revocable permits for both calendar years 2021 and 2022 and a decision is pending. On December 27, 2021, the court, in the meantime, further modified its ruling to say that the permits will remain in place until the earlier of May 1, 2022, the date on which the BLNR renders a substantive decision on the continuation of the permits for calendar year 2022, or further order of the court. On April 26, 2022, the court granted an extension of the May 1, 2022 deadline to the earlier of June 15, 2022, or the date on which the BLNR renders a substantive decision on the continuation of the permits for calendar year 2022, or as may be further ordered by the court.
In connection with A&B’s obligation to continue the existing process to secure a long-term water lease from the State, A&B and EMI will defend against the remaining claims made by the Sierra Club.
The Company is a party to, or may be contingently liable in connection with, other legal actions arising in the normal conduct of its businesses, the outcomes of which, in the opinion of management after consultation with counsel, would not have a material effect on the Company's consolidated financial statements as a whole.
Further note that certain of the Company's properties and assets may become the subject of other types of claims and assessments at various times (e.g., environmental matters based on normal operations of such assets). Depending on the facts and circumstances surrounding such potential claims and assessments, the Company records an accrual if it is deemed probable that a liability has been incurred and the amount of loss can be reasonably estimated/valued as of the date of the financial statements.
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9.    REVENUE AND CONTRACT BALANCES
The Company generates revenue through its Commercial Real Estate, Land Operations, and Materials & Construction segments. Through its Commercial Real Estate segment, the Company owns and operates a portfolio of commercial real estate properties and generates income (i.e., revenue) as a lessor through leases of such assets. Refer to Note 10 for further discussion of lessor income recognition. The Land Operations and Materials & Construction segments generate revenue from contracts with customers. The Company further disaggregates revenue from contracts with customers by revenue type when appropriate if the Company believes disaggregation best depicts how the nature, amount, timing, and uncertainty of the Company's revenue and cash flows are affected by economic factors. Revenue by type for the three months ended March 31, 2022 and 2021, was as follows (in millions):
Three Months Ended March 31,
20222021
Revenues:
     Commercial Real Estate$46.1 $39.9 
     Land Operations:
Development sales revenue6.3 — 
Unimproved/other property sales revenue1.8 11.3 
Other operating revenue4.8 5.8 
Land Operations12.9 17.1 
     Materials & Construction39.2 24.0 
Total revenues$98.2 $81.0 
Timing of revenue recognition may differ from the timing of invoicing to customers. Certain construction contracts include retainage provisions that are customary in the industry (i.e., are not for financing purposes) and are included in Accounts receivable and contracts retention, net. The balances billed but not paid by customers pursuant to these provisions generally become due upon completion and acceptance of the project work or products by the customers. Within Prepaid expenses and other assets, the Company records assets for "costs and estimated earnings in excess of billings on uncompleted contracts" which represent amounts earned and reimbursable under contracts, but have a conditional right for billing and payment, such as achievement of milestones or completion of the project. When events or conditions indicate that it is probable that the amounts outstanding become unbillable, the transaction price and associated contract asset is reduced. Within Accrued and other liabilities, the Company records liabilities for "billings in excess of costs and estimated earnings on uncompleted contracts" which represent billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months.
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in millions):
March 31, 2022December 31, 2021
Accounts receivable$33.7 $25.1 
Contracts retention5.2 5.1 
Allowances (credit losses and doubtful accounts)(1.3)(1.3)
Accounts receivable and retention, net of allowance for credit losses and allowance for doubtful accounts$37.6 $28.9 
Costs and estimated earnings in excess of billings on uncompleted contracts$8.2 $10.4 
Billings in excess of costs and estimated earnings on uncompleted contracts$6.7 $6.8 
Variable consideration1
$62.0 $62.0 
Other deferred revenue$8.0 $6.5 
1 Variable consideration deferred as of the end of the periods related to amounts received in the sale of agricultural land on Maui in 2018 that, under revenue recognition guidance, could not be included in the transaction price.
For the three months ended March 31, 2022, the Company recognized revenue of approximately $2.0 million related to the Company's contract liabilities reported as of January 1, 2022. For the three months ended March 31, 2021, the Company recognized revenue of approximately $5.5 million related to the Company's contract liabilities reported as of January 1, 2021.

Regarding other information related to the Company's contracts with customers, the amount of revenue recognized from performance obligations satisfied in prior periods (e.g., due to changes in transaction price) was not material in any of the periods presented. Further, the total amount of the transaction price allocated to either wholly unsatisfied or partially satisfied
14

performance obligations was $166.2 million and $140.5 million as of March 31, 2022 and December 31, 2021, respectively. Of the amount presented as of March 31, 2022, the Company expects to recognize as revenue approximately 70% - 75% of the remaining contract consideration allocated to either wholly unsatisfied or partially satisfied performance obligations over the next twelve months, with the remaining recognized thereafter.

10.    LEASES - THE COMPANY AS LESSOR
The Company leases land and buildings to third parties under operating leases. Such activity is primarily composed of operating leases within its CRE segment.
The historical cost of, and accumulated depreciation on, leased property as of March 31, 2022, and December 31, 2021, were as follows (in millions):
March 31, 2022December 31, 2021
Leased property - real estate$1,571.5 $1,563.2 
Less: Accumulated depreciation(189.1)(182.2)
Property under operating leases, net$1,382.4 $1,381.0 
Total rental income (i.e., revenue) under these operating leases during the three months ended March 31, 2022 and 2021, relating to lease payments and variable lease payments were as follows (in millions):
Three Months Ended March 31,
20222021
Lease payments$32.5 $29.6 
Variable lease payments15.2 11.7 
Total rental income$47.7 $41.3 

Contractual future lease payments to be received on non-cancelable operating leases as of March 31, 2022, were as follows (in millions):
March 31, 2022
2022$92.5 
2023115.4 
2024103.1 
202587.3 
202675.8 
202766.4 
Thereafter539.1 
Total future lease payments to be received$1,079.6 
11.    LEASES - THE COMPANY AS LESSEE
There have been no material changes from the Company's leasing activities as a lessee described in Note 15 to the consolidated financial statements included in Item 8 of the Company's 2021 Form 10-K. The following table provides information about the Company's operating lease costs and finance lease costs recognized during the three months ended March 31, 2022 and 2021, (in millions):
Three Months Ended March 31,
20222021
Operating lease cost$1.2 $1.1 
Finance lease cost$0.3 $0.3 

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12.    SHARE-BASED PAYMENT AWARDS
The 2012 Incentive Compensation Plan ("2012 Plan") allows for the granting of stock options, restricted stock units and common stock. The shares of common stock authorized to be issued under the 2012 Plan may be drawn from the shares of the Company's authorized but unissued common stock or from shares of its common stock that the Company acquires, including shares purchased on the open market or private transactions. During the three months ended March 31, 2022 and 2021, the Company granted approximately 266,300 and 342,700 of restricted stock unit awards, respectively. The weighted-average grant date fair value of the time-based and market-based performance share units granted under the 2012 Plan during the three months ended March 31, 2022 and 2021, was $25.99 and $16.50, respectively.
The fair value of the Company's time-based awards is determined using the Company's stock price on the date of grant. The fair value of the Company's market-based awards is estimated using the Company's stock price on the date of grant and the probability of vesting using a Monte Carlo simulation with the following weighted-average assumptions:
2022 Grants2021 Grants
Volatility of A&B common stock47.7%47.2%
Average volatility of peer companies49.5%49.6%
Risk-free interest rate1.4%0.2%
The Company recognizes compensation cost net of actual forfeitures of time-based or market-based awards. A summary of compensation cost related to share-based payments is as follows (in millions):
Three Months Ended March 31,
20222021
Share-based expense:
Time-based and market-based restricted stock units$1.5 $1.4 

13.    EMPLOYEE BENEFIT PLANS
On February 23, 2021, the Company’s Board of Directors approved a plan to effect the termination of the A&B Retirement Plan for Salaried Employees of Alexander & Baldwin, LLC and the Pension Plan for Employees of A&B Agricultural Companies (collectively, the “Defined Benefit Plans”), which became effective on May 31, 2021.
The Company will recognize a gain/loss upon settlement of the Defined Benefit Plans when the following three criteria have been met: (1) an irrevocable action to terminate the Defined Benefit Plans have occurred, (2) the Company is relieved of the primary responsibility of the Defined Benefit Plans, and (3) the significant risks related to the obligations of the Defined Benefit Plans and the assets used to effect the settlement is eliminated for the Company. During the first quarter of 2022, the Company recorded a partial settlement charge of $3.2 million in connection with certain benefit payments made from the master trust as a result of the Defined Benefit Plans termination process.
Components of the net periodic benefit cost for the Company's pension and post-retirement plans for the three months ended March 31, 2022 and 2021, are shown below (in millions):
Three Months Ended March 31,
20222021
Service cost$0.7 $0.2 
Interest cost0.5 1.7 
Expected return on plan assets(1.2)(1.7)
Amortization of net loss0.9 0.6 
Settlement (gain) loss3.2 — 
Net periodic benefit cost$4.1 $0.8 
The Company made no contributions to its defined benefit pension plans during the quarter ended March 31, 2022, and expects to make contributions in the range of $34 million to $48 million in the current fiscal year.
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14.    INCOME TAXES
The Company has been organized and operates in a manner that enables it to qualify, and believes it will continue to qualify, as a REIT for federal income tax purposes. The Company’s effective tax rate for the three months ended March 31, 2022, differed from the effective tax rate for the same period in 2021, primarily due to the taxable built-in gain on a REIT land sale in 2021.

As of March 31, 2022, tax years 2018 and later are open to audit by the tax authorities. The Company believes the result of any potential audits will not have a material adverse effect on its results of operations, financial condition, or liquidity.
15.    EARNINGS PER SHARE ("EPS")
Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards as well as adjusted by the number of additional shares, if any, that would have been outstanding had the potentially dilutive common shares been issued.
The following table provides a reconciliation of income (loss) from continuing operations to net income (loss) from continuing operations available to A&B common shareholders and net income (loss) available to A&B common shareholders (in millions):
Three Months Ended March 31,
20222021
Income (loss) from continuing operations$11.0 $9.9 
Exclude: (Income) loss attributable to noncontrolling interest(0.5)— 
Income (loss) from continuing operations attributable to A&B shareholders10.5 9.9 
Income (loss) from continuing operations available to A&B common shareholders10.5 9.9 
Net income (loss) available to A&B common shareholders$10.5 $9.9 

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

Three Months Ended March 31,
20222021
Denominator for basic EPS - weighted average shares outstanding72.6 72.5 
Effect of dilutive securities:
Stock options and restricted stock unit awards0.2 0.1 
Denominator for diluted EPS - weighted average shares outstanding72.8 72.6 

The number of anti-dilutive securities, excluded from the calculation of diluted earnings per common share, consisted of the following (in millions):
Three Months Ended March 31,
20222021
Number of anti-dilutive securities0.1 0.3 

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16.    ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Other comprehensive income (loss) principally includes amortization of deferred pension and postretirement costs. The components of Accumulated other comprehensive loss, net of taxes, were as follows as of March 31, 2022, and December 31, 2021, (in millions):
March 31, 2022December 31, 2021
Employee benefit plans:
Pension plans$(70.5)$(74.6)
Post-retirement plans(2.6)(2.6)
Non-qualified benefit plans(0.7)(0.7)
Total employee benefit plans(73.8)(77.9)
Interest rate swap1.0 (2.8)
Accumulated other comprehensive income (loss)$(72.8)$(80.7)
The changes in Accumulated other comprehensive income (loss) by component for the three months ended March 31, 2022, were as follows (in millions, net of taxes):
Employee Benefit PlansInterest Rate SwapTotal
Balance, January 1, 2022$(77.9)$(2.8)$(80.7)
Other comprehensive income (loss) before reclassifications— 3.4 3.4 
Amounts reclassified from accumulated other comprehensive income (loss)1
4.1 0.4 4.5 
Other comprehensive income (loss), net of taxes4.1 3.8 7.9 
Balance, March 31, 2022$(73.8)$1.0 $(72.8)
1 Amounts reclassified from Accumulated other comprehensive income related to interest rate swap settlements are presented as an adjustment to Interest expense in the condensed consolidated statements of operations. Amounts reclassified from Accumulated other comprehensive income related to employee benefit plan items are presented as part of Interest and other income (expense), net in the condensed consolidated statements of operations.

17.    RELATED PARTY TRANSACTIONS
Construction Contracts and Material Sales. The Company entered into contracts in the ordinary course of business, as a supplier, with affiliate entities that require accounting under the equity method due to the Company's financial interests in such entities (refer to Note 3) and also with affiliate parties that are members in entities in which the Company also is a member and holds a controlling financial interest. Related to the periods during which the relationship existed, revenues earned from transactions with such affiliates were $2.1 million and $1.4 million for the three months ended March 31, 2022 and 2021, respectively. Expenses recognized from transactions with such affiliates were $1.4 million and $0.3 million for the three months ended March 31, 2022 and 2021, respectively. Receivables from these affiliates were $1.5 million and $1.1 million as of March 31, 2022 and December 31, 2021, respectively. Amounts due to these affiliates were $0.9 million and $0.3 million as of March 31, 2022 and December 31, 2021, respectively.
Land Operations. The Company provided materials and services to certain unconsolidated investments in affiliates and recognized interest earned on notes receivable from such related parties. During the three months ended March 31, 2022 and 2021, revenues earned from transactions with these affiliates were $0.1 million and $1.5 million, respectively. There were no receivables from service arrangements or notes receivable with these affiliates as of March 31, 2022 and December 31, 2021.
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18.    SEGMENT RESULTS
Operating segments are components of an enterprise that engage in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the chief operating decision maker (its Chief Executive Officer) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. As noted above, the Company operates and reports on three segments: Commercial Real Estate; Land Operations; and Materials & Construction.
Reportable segment information for the three months ended March 31, 2022 and 2021, is summarized below (in millions):
Three Months Ended March 31,
20222021
Operating Revenue:
Commercial Real Estate$46.1 $39.9 
Land Operations12.9 17.1 
Materials & Construction39.2 24.0 
Total operating revenue98.2 81.0 
Operating Profit (Loss): 
Commercial Real Estate1
20.6 15.4 
Land Operations2
(0.1)11.4 
Materials & Construction3.2 (4.0)
Total operating profit (loss)23.7 22.8 
Gain (loss) on disposal of commercial real estate properties, net— 0.2 
Interest expense(5.7)(7.0)
Corporate and other expense(7.0)(6.0)
Income (Loss) from Continuing Operations Before Income Taxes$11.0 $10.0 
1 Commercial Real Estate segment operating profit (loss) includes intersegment operating revenue, primarily from the Materials & Construction segment, and is eliminated in the condensed consolidated statements of operations.
2 Land Operations segment operating profit (loss) includes equity in earnings (losses) from the Company's various equity method investments (primarily real estate joint ventures).
19.    SUBSEQUENT EVENTS
On April 26, 2022, the Company's Board of Directors declared a cash dividend of $0.20 per share on outstanding common stock, payable on July 6, 2022 to shareholders of record as of the close of business on June 17, 2022.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following analysis of the consolidated financial condition and results of operations of Alexander & Baldwin, Inc. ("A&B" or the "Company") and its subsidiaries should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in Item 1 of this Form 10-Q and the Company's Annual Report on Form 10-K for the year ended December 31, 2021, ("2021 Form 10-K") filed with the U.S. Securities and Exchange Commission ("SEC").
Throughout this quarterly report on Form 10-Q, references to "we," "our," "us" and "our Company" refer to Alexander & Baldwin, Inc., together with its consolidated subsidiaries.
Forward-Looking Statements
Statements in this Form 10-Q that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding possible or assumed future results of operations, business strategies, growth opportunities and competitive positions, as well as the rapidly changing challenges with, and the Company's plans and responses to, the coronavirus pandemic ("COVID-19") and related economic disruptions. Such forward-looking statements speak only as of the date the statements were made and are not guarantees of future performance. Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from those expressed in or implied by the forward-looking statements. These factors include, but are not limited to, prevailing market conditions and other factors related to the Company's REIT status and the Company's business, risks associated with COVID-19 and its impact on the Company's businesses, results of operations, liquidity and financial condition, the evaluation of alternatives by the Company related to its materials and construction business, and the risk factors discussed in the Company's most recent Form 10-K, Form 10-Q and other filings with the SEC. The information in this Form 10-Q should be evaluated in light of these important risk factors. We do not undertake any obligation to update the Company's forward-looking statements.
Introduction and Objective
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") provides additional material information about the Company's business, recent developments and financial condition; its results of operations at a consolidated and segment level; its liquidity and capital resources including an evaluation of the amounts and certainty of cash flows from operations and from outside sources; and how certain accounting principles, policies and estimates affect its financial statements. MD&A is organized as follows:
•Business Overview: This section provides a general description of the Company's business, as well as recent developments that management believes are important in understanding its results of operations and financial condition or in understanding anticipated future trends.
•Consolidated Results of Operations: This section provides an analysis of the Company's consolidated results of operations for the three months ended March 31, 2022, as compared to the corresponding period of the preceding fiscal year.
•Analysis of Operating Revenue and Profit by Segment: This section provides an analysis of the Company's results of operations by business segment for the three months ended March 31, 2022, as compared to the corresponding period of the preceding fiscal year.
•Use of Non-GAAP Financial Measures: This section provides a discussion of the Company's non-GAAP financial measures included in this report and presents quantitative reconciliations between the non-GAAP financial measures and the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP. It also describes why the Company believes that presentation of the non-GAAP financial measure provides useful information to investors regarding the Company's financial condition and results of operations and, to the extent material, describes additional purposes for which the Company uses the non-GAAP financial measures.
•Liquidity and Capital Resources: This section provides a discussion of any material changes in the Company's liquidity, financial condition and cash flows, including a discussion of any material changes in the Company's ability to fund its future commitments and ongoing operating activities in the short-term (i.e., over the next twelve months from the most recent fiscal period end) and in the long-term (i.e., beyond the next twelve months) through internal and
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external sources of capital, as compared to the end of preceding fiscal year ended December 31, 2021. It includes an evaluation of the amounts and certainty of cash flows from operations and from outside sources.
•Other Matters: This section identifies and summarizes other matters to be discussed in Item 2 of this report including any changes in the significant judgments or estimates on the part of management in preparing the Company's consolidated financial statements that may materially impact the Company's reported results of operations and financial condition from the end of the preceding fiscal year ended December 31, 2021, the potential impact of recently issued accounting pronouncements and other miscellaneous matters as needed.
Amounts in the MD&A are rounded to the nearest tenth of a million. Accordingly, a recalculation of totals and percentages, if based on the reported data, may be slightly different.
Business Overview
Reportable segments
The Company operates three segments: Commercial Real Estate; Land Operations; and Materials & Construction. A description of each of the Company's reporting segments is as follows:
•Commercial Real Estate ("CRE") - This segment functions as a vertically integrated real estate investment company with core competencies in investments and acquisitions (i.e., identifying opportunities and acquiring properties); construction and development (i.e., designing and ground-up development of new properties or repositioning and redevelopment of existing properties); and in-house leasing and property management (i.e., executing new and renegotiating renewal lease arrangements, managing its properties' day-to-day operations and maintaining positive tenant relationships). The Company's preferred asset classes include improved properties in retail and industrial spaces and also urban ground leases. Its focus within improved retail properties, in particular, is on grocery-anchored neighborhood shopping centers that meet the daily needs of Hawai‘i communities. Through its core competencies and with its experience and relationships in Hawai‘i, the Company seeks to create special places that enhance the lives of Hawai‘i residents and to provide venues and opportunities that enable its tenants to thrive. Income from this segment is principally generated by owning, operating and leasing real estate assets.
•Land Operations - This segment includes the Company's legacy assets and landholdings that are subject to the Company's simplification and monetization effort. Financial results from this segment are principally derived from real estate development and land sales, income/loss from real estate joint ventures, hydroelectric energy and other legacy business activities.
•Materials & Construction ("M&C") - This segment operates one of Hawai‘i's largest asphalt paving contractors and is one of the state's largest natural materials and infrastructure construction companies, primarily conducting business through its wholly-owned subsidiary, Grace Pacific LLC ("Grace Pacific"), a materials and construction company in Hawai‘i. The M&C segment also includes the Company-owned quarry land on Maui, as well as the Company’s unconsolidated joint venture interest in a materials company.
Simplification strategy
As a result of its conversion to a REIT and consequent de-emphasis of non-REIT operating businesses, the Company has pursued the simplification of its business, which includes ongoing efforts to accelerate the monetization of its non-commercial real estate assets, including its Materials & Construction businesses.
The Company is evaluating strategic alternatives in order to monetize and dispose of the remaining Materials & Construction businesses, either together as a group or individually. However, the outcome, including the timing, of the strategic exploration process is not certain, as any potential transaction related to the Materials & Construction businesses would be dependent upon a number of external factors that may be beyond the Company's control, including, among other factors, market conditions, industry trends, interest of third parties, and the availability of financing to potential buyer(s) on reasonable terms. There can be no assurance that the exploration of strategic alternatives will result in any agreements or transactions, or that, if completed, any agreements or transactions will be successful or on attractive terms. Accordingly, there can be no assurance that any of the options evaluated will be pursued or completed. Further, there can be no assurance that the outcome of the evaluation of strategic alternatives or any potential transaction or transactions will result in the Company being able to recover the carrying value of the Materials & Construction businesses or related disposal group.
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Termination of certain employee benefit plans
On February 23, 2021, the Company’s Board of Directors approved a plan to effect the termination of the A&B Retirement Plan for Salaried Employees of Alexander & Baldwin, LLC and the Pension Plan for Employees of A&B Agricultural Companies (collectively, the “Defined Benefit Plans”), which became effective on May 31, 2021.
In connection with the termination, the Company expects to make cash contributions in 2022 in order to fully fund the Defined Benefit Plans on a plan termination basis, and the Defined Benefit Plans will be settled upon completion of lump sum distributions and purchase of annuity contracts. These additional cash contributions are expected to range between $34 million and $48 million. However, the actual amount of this cash contribution requirement will depend upon the nature and timing of participant settlements, interest rates, as well as prevailing market conditions. In addition, the Company expects to recognize pre-tax pension settlement charges in the range of $81 million to $95 million, related to actuarial losses currently in Accumulated other comprehensive income (loss) in the consolidated balance sheets, upon settlement of the obligations of the Defined Benefit Plans. These charges are currently expected to occur in 2022, with the specific timing and final amounts dependent upon completion of the activities enumerated above. During the first quarter of 2022, the Company recorded a partial settlement charge of $3.2 million related to certain benefit payments made from the master trust as a result of the Defined Benefit Plans termination process.
Recent Developments
Coronavirus Pandemic
Economic uncertainty and volatility stemming from the coronavirus or COVID-19 pandemic remain, including depressed international tourism, global supply chain disruptions, labor shortages and turnover, and more recently, rising inflation. The ultimate extent of the impact that the COVID-19 pandemic will have on the Company's business, financial condition, results of operations and liquidity and capital resources may continue to be impacted by unpredictable future developments.
Inflationary Trends
The U.S. economy has recently experienced an increase in the rate of inflation which has impacted a wide variety of industries and sectors through increased commodity prices. Inflation has increased construction costs, including tenant improvements and capital projects, and operating costs. Many of the Company's leases require tenants to pay an allocable portion of operating expenses, including common area maintenance, real estate taxes and insurance, resulting in a mitigating impact on increased costs and operating expenses due to inflation.

For the Materials & Construction segment, inflation-sensitive inputs necessary for the Company to provide products and services, including upward pressure on wages and increases in the cost of raw materials used to produce HMA and other items that are critical to the businesses in this segment, including fuel. In addition, the Company experienced some disruptions from various supply chain participants, including subcontractors, materials suppliers and equipment manufacturers, who provide the raw materials, equipment, vehicles, construction supplies and other services required in order to manufacture HMA and perform construction projects. To date, we have been able to mitigate some of the effects of inflation, supply chain disruptions and labor constraints by increasing prices for products and including the anticipated cost increases in bids on construction projects. However, the Company is limited in its ability to pass through increased costs for projects already in backlog and, under those circumstances, may be unable to recoup losses or diminished profit margins by passing these costs through to customers.

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Consolidated Results of Operations
The following analysis of the consolidated financial condition and results of operations of the Company and its subsidiaries should be read in conjunction with the condensed consolidated financial statements and related notes thereto.
Financial results - First quarter of 2022 compared with 2021
(amounts in millions, except percentage data and per share data; unaudited)Three Months Ended March 31, 2022 vs 2021
20222021$ %
Operating revenue$98.2 $81.0 $17.2 21.2 %
Cost of operations(67.4)(55.2)(12.2)22.1 %
Selling, general and administrative(12.4)(12.2)(0.2)1.6 %
Gain (loss) on disposal of assets, net— 0.3 (0.3)NM
Operating income (loss)18.4 13.9 4.5 32.4 %
Income (loss) related to joint ventures1.6 3.4 (1.8)(52.9)%
Pension and postretirement benefit (expense)(3.4)(0.6)(2.8)466.7 %
Interest and other income (expense), net0.1 0.3 (0.2)(66.7)%
Interest expense(5.7)(7.0)1.3 (18.6)%
Income tax benefit (expense)— (0.1)0.1 (100.0)%
Income (loss) from continuing operations11.0 9.9 1.1 11.1 %
Net income (loss)11.0 9.9 1.1 11.1 %
(Income) loss attributable to noncontrolling interest(0.5)— (0.5)NM
Net income (loss) attributable to A&B$10.5 $9.9 $0.6 6.1 %
Basic Earnings (Loss) Per Share of Common Stock:
Basic earnings (loss) per share - continuing operations$0.14 $0.14 $— — %
$0.14 $0.14 $— — %
Diluted Earnings (Loss) Per Share of Common Stock:
Diluted earnings (loss) per share - continuing operations$0.14 $0.14 $— — %
$0.14 $0.14 $— — %
Continuing operations available to A&B common shareholders$10.5 $9.9 $0.6 6.1 %
Net income (loss) available to A&B common shareholders$10.5 $9.9 $0.6 6.1 %
Funds From Operations ("FFO")1
$19.7 $19.2 $0.5 2.6 %
Core FFO1
$20.8 $15.4 $5.4 35.1 %
FFO per diluted share$0.27 $0.26 $0.01 3.8 %
Core FFO per diluted share$0.29 $0.21 $0.08 38.1 %
Weighted average diluted shares outstanding (FFO/Core FFO)2
72.8 72.6 
1 For definitions of capitalized terms and a discussion of management's use of a non-GAAP financial measure and the required reconciliation of non-GAAP measures to GAAP measures, refer to page 29.
2 May differ from figure used in the consolidated statements of operations based on differing dilutive effects for net income (loss) versus FFO/Core FFO.
The causes of material changes in the condensed consolidated statements of operations for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, are described below or in the Analysis of Operating Revenue and Profit by Segment sections below.
Operating revenue for the first quarter ended March 31, 2022, increased 21.2%, or $17.2 million, to $98.2 million, due to higher revenues from the Company's Commercial Real Estate and Materials & Construction operating segments, partially offset by lower revenues from the Land Operations operating segment.
Cost of operations for the first quarter ended March 31, 2022, increased 22.1%, or $12.2 million, to $67.4 million, due to higher costs incurred by all three of the Company's operating segments.
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Selling, general and administrative for the first quarter ended March 31, 2022, increased 1.6%, or $0.2 million, to $12.4 million, primarily due higher professional services and information technology costs incurred in the Materials & Construction segment.
Gain (loss) on disposal of assets, net of $0.3 million for the first quarter ended March 31, 2021, was primarily driven by gains on disposal related to an asset sale in the Commercial Real Estate segment on the island of Maui.
Pension and post retirement benefit (expense) of $(3.4) million for the first quarter ended March 31, 2022, was primarily driven by a partial settlement charge of $3.2 million related to certain benefit payments made from the master trust as a result of the Defined Benefit Plans termination process.

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Analysis of Operating Revenue and Profit by Segment
The following analysis should be read in conjunction with the consolidated financial statements and related notes thereto.
Commercial Real Estate
Financial results - First quarter of 2022 compared with 2021
Results of operations for the first quarter ended March 31, 2022 and 2021, were as follows:
(amounts in millions, except percentage data and acres; unaudited)Three Months Ended March 31, 2022 vs 2021
20222021$%
Commercial Real Estate operating revenue$46.1 $39.9 $6.2 15.5 %
Commercial Real Estate operating costs and expenses(24.0)(23.4)(0.6)2.6 %
Selling, general and administrative(1.6)(1.5)(0.1)6.7 %
Intersegment operating revenue, net1
0.1 0.3 (0.2)(66.7)%
Interest and other income (expense), net— 0.1 (0.1)(100.0)%
Commercial Real Estate operating profit (loss)$20.6 $15.4 $5.2 33.8 %
Operating profit (loss) margin44.7 %38.6 %
Net Operating Income ("NOI")2
$29.8 $25.3 $4.5 17.8 %
Same-Store Net Operating Income ("Same-Store NOI")2
$29.6 $25.3 $4.3 17.0 %
Gross leasable area ("GLA") in square feet ("SF") for improved properties at end of period3.9 3.9 — — %
Ground leases (acres at end of period)140.7 152.0 (11.3)(7.4)%
1 Intersegment operating revenue, net for Commercial Real Estate is primarily from the Materials & Construction segment and is eliminated in the consolidated results of operations.
2 For a discussion of management's use of a non-GAAP financial measures and the required reconciliation of non-GAAP measures to GAAP measures, refer to page 29.
Commercial Real Estate operating revenue increased 15.5% or $6.2 million, to $46.1 million for the first quarter ended March 31, 2022, as compared to the first quarter ended March 31, 2021. Operating profit increased 33.8%, or $5.2 million, to $20.6 million for the first quarter ended March 31, 2022, as compared to the first quarter ended March 31, 2021. The increase in operating revenue and operating profit from the prior year is due primarily to higher rents as tenants' rent relief modifications revert to standard terms, in addition to lower reductions to revenue related to uncollectible tenant billings and other rent relief modifications provided to tenants as a result of rent collections. Operating costs and expenses for the quarter ended March 31, 2022, increased by $0.6 million as compared to the prior year due primarily to higher property operating costs as a result of increased traffic at our properties and tenants' increasing operations.
Commercial Real Estate portfolio acquisitions and dispositions
There were no acquisitions or dispositions of CRE improved properties or ground lease interests in land during the three months ended March 31, 2022.
Leasing activity
During the first quarter ended March 31, 2022, the Company signed 21 new leases and 53 renewal leases for its improved properties across its retail, industrial, and office asset classes, covering 369,300 square feet of GLA. The 21 new leases consist of 65,200 square feet with an average annual base rent of $15.69 per-square-foot. Of the 21 new leases, five leases with a total GLA of 12,300 square feet were considered comparable (i.e., renewals, for the same units, or new leases executed for units that have been vacated in the previous 12 months for comparable space and comparable lease terms) and, for these five leases, resulted in an 8.8% average base rent increase over comparable expiring leases. The 53 renewal leases consist of 304,100 square feet with an average annual base rent of $24.71 per square foot. Of the 53 renewal leases, 37 leases with a total GLA of 270,900 square feet were considered comparable and resulted in a 2.9% average base rent increase over comparable expiring leases.
Leasing activity summarized by asset class for the three months ended March 31, 2022, were as follows:
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Three Months Ended March 31, 2022
LeasesGLAABR/SF
Rent Spread1
Retail55271,439$26.602.6%
Industrial1593,771$12.566.6%
Office44,082$34.014.7%
1 Rent spread is calculated as percentage change in ABR in the first year of a signed lease relative to the ABR in the last year of the prior lease for comparable leases, a subset of the total population of leases for the period presented (described above).

Occupancy
The Company reports three types of occupancy: "Leased Occupancy", "Physical Occupancy," and "Economic Occupancy."
The Leased Occupancy percentage calculates the square footage leased (i.e., the space has been committed to by a lessee under a signed lease agreement) as a percentage of total available improved property square footage as of the end of the period reported.
The Physical Occupancy percentage calculates the square footage leased and commenced (i.e., measured when the lessee has physical access to the space) as a percentage of total available improved property space at the end of the period reported.
The Economic Occupancy percentage calculates the square footage under leases for which the lessee is contractually obligated to make lease-related payments (i.e., subsequent to the rent commencement date) to total available improved property square footage as of the end of the period reported.
The Company's improved portfolio occupancy metrics as of March 31, 2022 and 2021, were as follows:
As ofAs ofBasis Point Change
March 31, 2022March 31, 2021
Leased Occupancy94.5%93.8%70
Physical Occupancy94.1%93.1%100
Economic Occupancy92.0%92.4%(40)

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For further context, the Company's Leased Occupancy and Economic Occupancy metrics for its improved portfolio summarized by asset class – and the corresponding occupancy metrics for a category of properties that were owned and operated for the entirety of the prior calendar year and current period, to date ("Same-Store" as more fully described below) – as of March 31, 2022 and 2021, were as follows:
Leased Occupancy
As ofAs ofBasis Point Change
March 31, 2022March 31, 2021
Retail93.1%91.9%120
Industrial98.0%97.8%20
Office87.7%93.0%(530)
Total Leased Occupancy94.5%93.8%70
Economic Occupancy
As ofAs ofBasis Point Change
March 31, 2022March 31, 2021
Retail89.7%89.9%(20)
Industrial97.3%97.7%(40)
Office85.9%91.2%(530)
Total Economic Occupancy92.0%92.4%(40)
Same-Store Leased Occupancy
As ofAs ofBasis Point Change
March 31, 2022March 31, 2021
Retail93.1%91.9%120
Industrial98.0%97.8%20
Office87.7%93.0%(530)
Total Same-Store Leased Occupancy94.4%93.8%60
Same-Store Economic Occupancy
As ofAs ofBasis Point Change
March 31, 2022March 31, 2021
Retail89.7%89.9%(20)
Industrial97.2%97.7%(50)
Office85.9%91.2%(530)
Total Same-Store Economic Occupancy92.0%92.4%(40)
Land Operations
Trends, events and uncertainties
The composition of real estate sales in any given period can be diverse and has historically included developed residential real estate, developable subdivision lots, undeveloped land, and/or property sold under threat of condemnation. Further, the timing of property or parcel sales has affected and can significantly affect operating results in a given period.
Additionally, the operating profit reported in each period does not necessarily follow a percentage of sales trend because the cost basis of property sold can differ significantly between transactions. For example, the sale of undeveloped land and vacant parcels in Hawai‘i may result in higher margins than the sale of developed property due to the low historical cost basis of the Company's land owned in Hawai‘i.
As a result, direct year-over-year comparison of the Land Operations segment results may not provide a consistent, measurable indicator of future performance. Further, Land Operations revenue trends, cash flows from the sales of real estate, and the amounts of real estate developments for sale on the Company's condensed consolidated balance sheet do not necessarily indicate future profitability trends for this segment.
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Financial results - First quarter of 2022 compared with 2021
Results of operations for the first quarter ended March 31, 2022 and 2021, were as follows:
Three Months Ended March 31,
(amounts in millions; unaudited)20222021
Development sales revenue$6.3 $— 
Unimproved/other property sales revenue1.8 11.3 
Other operating revenue1
4.8 5.8 
Total Land Operations operating revenue12.9 17.1 
Land Operations operating costs and expenses2
(9.3)(8.2)
Selling, general and administrative(1.2)(0.9)
Gain (loss) on disposal of assets, net— 0.1 
Earnings (loss) from joint ventures(0.2)3.6 
Pension and postretirement benefit (expense)(2.4)(0.5)
Interest and other income (expense), net0.1 0.2 
Total Land Operations operating profit (loss)$(0.1)$11.4 
1 Other operating revenue includes legacy land licensing and leasing, trucking service, and renewable energy.
2 Includes intersegment operating charges primarily from CRE that are eliminated in the consolidated results of operations.
First quarter of 2022: Land Operations revenue during the first quarter ended March 31, 2022 was $12.9 million, primarily consisting of revenue related to the Company's legacy business activities in the Land Operations segment (primarily licensing and leasing of legacy agricultural lands, trucking service, and renewable energy), as well as sales of five development parcels at Maui Business Park and unimproved land parcels on the islands of Maui and Kauai.
Land Operations operating loss of $0.1 million during the first quarter ended March 31, 2022, was due primarily to the margins realized on the sales activity previously described, as well as the margins from the licensing and leasing of legacy agricultural lands, and trucking services, partially offset by a settlement charge of $2.3 million related to certain benefit payments made by the master trust in connection with the pension plan termination process.
First quarter of 2021: Operating revenue was $17.1 million and included the sales of unimproved land parcels on the islands of Maui and Kauai. Revenue also included other operating revenues related to the Company's legacy business activities in the Land Operations segment.
Further, during the first quarter ended March 31, 2021, the Company recorded a gain on disposal of approximately $0.1 million related to the third quarter 2020 sale of its solar power facility in Port Allen on Kauai. Earnings from joint ventures of $3.6 million during the first quarter ended March 31, 2021, was primarily driven by unit sales at the Kukui‘ula joint venture projects.
Land Operations operating profit of $11.4 million during the first quarter ended March 31, 2021, was due primarily to the margins realized for the sales activity previously described, as well as profits generated from the operations of the segment's other legacy business activities and joint venture projects.



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Materials & Construction
Financial results - First quarter of 2022 compared with 2021
Results of operations for the first quarter ended March 31, 2022 and 2021, were as follows:
(dollars in millions; unaudited)Three Months Ended March 31, 2022 vs 2021
20222021$%
Materials & Construction
Operating revenue$39.2 $24.0 $15.2 63.3%
Operating costs and expenses (34.1)(23.7)(10.4)43.9%
Selling, general and administrative (3.6)(3.9)0.3 (7.7)%
Intersegment operating charges, net1
(0.2)(0.2)— —%
Income (loss) related to joint ventures1.8 (0.2)2.0 (1,000.0)%
Interest and other income (expense), net 0.1 — 0.1 NM
Materials & Construction operating profit (loss)$3.2 $(4.0)$7.2 (180.0)%
Operating margin percentage8.2 %(16.7)%
Depreciation and amortization$1.4 $2.6 $(1.2)(46.2)%
Backlog at period end2
$202.7 $127.2 $75.5 59.4%
1 Intersegment operating charges, net for Materials & Construction represent amounts primarily from the Commercial Real Estate segment and are eliminated in the consolidated results of operations.
2 Backlog represents the total amount of revenue that Grace Pacific, Maui Paving, LLC (“Maui Paving”) and Goodfellow Grace Pacific A J.V. (“Goodfellow Grace Pacific”) expect to realize on contracts awarded. Both Maui Paving and Goodfellow Grace Pacific are 50-percent-owned unconsolidated affiliates. Backlog primarily consists of asphalt paving and, to a lesser extent, Grace Pacific’s consolidated revenue from its construction-and traffic control-related products and services. Backlog includes estimated revenue from the remaining portion of contracts not yet completed, as well as revenue from approved change orders. The length of time that projects remain in backlog can span from a few days for a small volume of work to 36 months, or longer, for large paving contracts and contracts performed in phases. This amount includes opportunity backlog consisting of contracts in which Grace Pacific has been confirmed to be the lowest bidder at the time of this disclosure (such amounts were $107.2 million and $51.9 million as of March 31, 2022 and 2021, respectively). Circumstances outside the Company's control such as procurement or technical protests, and/or changes in the availability of project funding, among others, may arise that prevent the finalization of such contracts. Maui Paving's backlog as of March 31, 2022 and 2021 was $18.4 million and $3.7 million, respectively. Goodfellow Grace Pacific's backlog as of March 31, 2022 was $18.1 million. There was no backlog related to Goodfellow Grace Pacific as of March 31, 2021.
Materials & Construction revenue was $39.2 million for the first quarter ended March 31, 2022, compared to $24.0 million for the first quarter ended March 31, 2021. Operating profit was $3.2 million for the first quarter ended March 31, 2022, compared to operating loss of $4.0 million for the first quarter ended March 31, 2021. During the quarter ended March 31, 2022, the segment operating profit was driven primarily by quarry and liquid asphalt sales and joint venture earnings from the Company's interest in a materials company. During the quarter ended March 31, 2021, the segment operating loss was primarily driven by low paving volumes due to the timing of projects and inclement weather in the period, partially offset by robust materials (i.e., construction aggregate) production and sales.
The Company is continually monitoring the performance of the M&C segment in the context of the overall industry and economy. However, based on the inherent uncertainty in the general economic environment, there can be no assurance that the carrying values associated with the long-lived assets will be recoverable and impairments on such long-lived assets may be required.
As of March 31, 2022 and 2021, backlog was $202.7 million and $127.2 million, respectively. The increase in backlog from March 31, 2021 to March 31, 2022, was primarily driven by an increase in the amount of marketed bid opportunities won by Grace Pacific and Goodfellow Grace Pacific A J.V.
Use of Non-GAAP Financial Measures
The Company uses non-GAAP measures when evaluating operating performance because management believes that they provide additional insight into the Company's and segments' core operating results, and/or the underlying business trends affecting performance on a consistent and comparable basis from period to period. These measures generally are provided to investors as an additional means of evaluating the performance of ongoing core operations. The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for or superior to, financial measures calculated in accordance with GAAP.

FFO is presented by the Company as a widely used non-GAAP measure of operating performance for real estate companies. FFO is defined by the National Association of Real Estate Investment Trusts ("Nareit") December 2018 Financial
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Standards White Paper as follows: net income (calculated in accordance with GAAP), excluding (1) depreciation and amortization related to real estate, (2) gains and losses from the sale of certain real estate assets, (3) gains and losses from change in control and (4) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.
The Company believes that, subject to the following limitations, FFO provides a supplemental measure to net income (calculated in accordance with GAAP) for comparing its performance and operations to those of other REITs. FFO does not represent an alternative to net income calculated in accordance with GAAP. In addition, FFO does not represent cash generated from operating activities in accordance with GAAP, nor does it represent cash available to pay distributions and should not be considered as an alternative to cash flow from operating activities, determined in accordance with GAAP, as a measure of the Company’s liquidity. The Company presents different forms of FFO:
•"Core FFO" represents a non-GAAP measure relevant to the operating performance of the Company's commercial real estate business (i.e., its core business). Core FFO is calculated by adjusting CRE operating profit to exclude items noted above (i.e., depreciation and amortization related to real estate included in CRE operating profit) and to make further adjustments to include expenses not included in CRE operating profit but that are necessary to accurately reflect the operating performance of its core business (i.e., corporate expenses and interest expense attributable to this core business) or to exclude items that are non-recurring, infrequent, unusual and unrelated to the core business operating performance (i.e., not likely to recur within two years or has not occurred within the prior two years). The Company believes such adjustments facilitate the comparable measurement of the Company's core operating performance over time. The Company believes that Core FFO, which is a supplemental non-GAAP financial measure, provides an additional and useful means to assess and compare the operating performance of REITs.

•FFO represents the Nareit-defined non-GAAP measure for the operating performance of the Company as a whole. The Company's calculation refers to net income (loss) available to A&B common shareholders as its starting point in the calculation of FFO.

The Company presents both non-GAAP measures and reconciles each to the most directly-comparable GAAP measure as well as reconciling FFO to Core FFO. The Company's FFO and Core FFO may not be comparable to FFO non-GAAP measures reported by other REITs. These other REITs may not define the term in accordance with the current Nareit definition or may interpret the current Nareit definition differently.
NOI is a non-GAAP measure used internally in evaluating the unlevered performance of the Company's Commercial Real Estate portfolio. The Company believes NOI provides useful information to investors regarding the Company's financial condition and results of operations because it reflects only the contract-based income and cash-based expense items that are incurred at the property level. When compared across periods, NOI can be used to determine trends in earnings of the Company's properties as this measure is not affected by non-contract-based revenue (e.g., straight-line lease adjustments required under GAAP); by non-cash expense recognition items (e.g., the impact of depreciation and amortization expense or impairments); or by other expenses or gains or losses that do not directly relate to the Company's ownership and operations of the properties (e.g., indirect selling, general, administrative and other expenses, as well as lease termination income). The Company believes the exclusion of these items from operating profit (loss) is useful because the resulting measure captures the contract-based revenue that is realizable (i.e., assuming collectability is deemed probable) and the direct property-related expenses paid or payable in cash that are incurred in operating the Company's Commercial Real Estate portfolio, as well as trends in occupancy rates, rental rates and operating costs. NOI should not be viewed as a substitute for, or superior to, financial measures calculated in accordance with GAAP.
NOI represents total Commercial Real Estate contract-based operating revenue that is realizable (i.e., assuming collectability is deemed probable) less the direct property-related operating expenses paid or payable in cash. The calculation of NOI excludes the impact of depreciation and amortization (e.g., depreciation related to capitalized costs for improved properties, other capital expenditures for building/area improvements and tenant space improvements, as well as amortization of leasing commissions); straight-line lease adjustments (including amortization of lease incentives); amortization of favorable/unfavorable lease assets/liabilities; lease termination income; interest and other income (expense), net; selling, general, administrative and other expenses (not directly associated with the property); and impairment of commercial real estate assets.
The Company reports NOI and Occupancy on a Same-Store basis, which includes the results of properties that were owned and operated for the entirety of the prior calendar year and current reporting period, year-to-date. The Same-Store pool excludes properties under development or redevelopment and also excludes properties acquired or sold during either of the comparable reporting periods. While there is management judgment involved in classifications, new developments and redevelopments are moved into the Same-Store pool after one full calendar year of stabilized operation. Properties included in held for sale are excluded from Same-Store.
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The Company believes that reporting on a Same-Store basis provides investors with additional information regarding the operating performance of comparable assets separate from other factors (such as the effect of developments, redevelopments, acquisitions or dispositions).
To emphasize, the Company's methods of calculating non-GAAP measures may differ from methods employed by other companies and thus may not be comparable to such other companies.
Reconciliations of net income (loss) available to A&B common shareholders to FFO and Core FFO for the three months ended March 31, 2022 and 2021, are as follows (in millions):
Three Months Ended March 31,
20222021
Net income (loss) available to A&B common shareholders$10.5 $9.9 
Depreciation and amortization of commercial real estate properties9.2 9.5 
Gain on the disposal of commercial real estate properties, net— (0.2)
FFO$19.7 $19.2 
Exclude items not related to core business:
Land Operations Operating (Profit) Loss0.1 (11.4)
Materials & Construction Operating (Profit) Loss (3.2)4.0 
Income (loss) attributable to noncontrolling interest0.5 — 
Income tax expense (benefit)— 0.1 
CRE and Corporate settlement costs related to pension plan termination0.9 — 
Non-core business interest expense2.8 3.5 
Core FFO$20.8 $15.4 
Reconciliations of Core FFO starting from Commercial Real Estate operating profit (loss) for the three months ended March 31, 2022 and 2021, are as follows (in millions):

Three Months Ended March 31,
20222021
Commercial Real Estate Operating Profit (Loss)$20.6 $15.4 
Depreciation and amortization of commercial real estate properties9.2 9.5 
Corporate and other expense(7.0)(6.0)
CRE and Corporate settlement costs related to pension plan termination0.9 — 
Core business interest expense(2.9)(3.5)
Core FFO$20.8 $15.4 
Reconciliations of Commercial Real Estate operating profit to Commercial Real Estate NOI for the three months ended March 31, 2022 and 2021, are as follows (in millions):
Three Months Ended March 31,
20222021
Commercial Real Estate Operating Profit (Loss)$20.6 $15.4 
Plus: Depreciation and amortization9.2 9.5 
Less: Straight-line lease adjustments(1.4)(0.8)
Less: Favorable/(unfavorable) lease amortization(0.2)(0.2)
Plus: Other (income)/expense, net— (0.1)
Plus: Selling, general, administrative and other expenses1.6 1.5 
Commercial Real Estate NOI29.8 25.3 
Less: NOI from acquisitions, dispositions, and other adjustments(0.2)— 
Commercial Real Estate Same-Store NOI$29.6 $25.3 

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Liquidity and Capital Resources
Overview
The Company's principal sources of liquidity to meet its business requirements and plans both in the short-term (i.e., the next twelve months from March 31, 2022) and long-term (i.e., beyond the next twelve months) have generally been cash provided by operating activities; available cash and cash equivalents; and borrowing capacity under its various credit facilities. The Company's primary liquidity needs for its business requirements and plans have generally been supporting its known contractual obligations and also funding capital expenditures; shareholder distributions; and working capital needs.
As of March 31, 2022, there have been no material changes in the Company's ability to generate and obtain adequate amounts of cash to meet its business requirements and plans in the short-term and long-term from the end of the preceding fiscal year ended December 31, 2021.
Known contractual obligations
A description of material contractual commitments is contained in the Notes to Consolidated Financial Statements included in Part II, Item 8 of the 2021 Form 10-K, and relates to the Company's Notes payable and other debt, Operating lease liabilities and Accrued pension and post-retirement benefits. In addition, a description of other material cash requirements, including capital expenditures, is provided in Management's Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of the 2021 Form 10-K, and includes contractual interest payments for Notes payable and other debt as well as amounts to be spent on contractual non-cancellable purchase obligations (that specifies all significant terms, including fixed or minimum quantities to be purchased, pricing structure and approximate timing of the transaction that are not recorded as liabilities in the consolidated balance sheet).
As of March 31, 2022, there have been no material changes in the Company's known contractual obligations from the end of the preceding fiscal year ended December 31, 2021. Refer to Note 6, Note 11 and Note 13 in this report for further discussion.
As noted above, regarding the approved plan to effect the termination of the Defined Benefit Plans, in 2022, the Company expects to make additional cash contributions in order to fully fund the Defined Benefit Plans on a plan termination basis. The Defined Benefit Plans will be settled upon completion of lump sum distributions and purchase of annuity contracts. These additional cash contributions are expected to range between $34 million and $48 million. However, the actual amount of this cash contribution requirement will depend upon the nature and timing of participant settlements, interest rates, as well as prevailing market conditions.
Further, a description of other commitments, contingencies and off-balance sheet arrangements is contained in the Notes to Consolidated Financial Statements included in Part II, Item 8 of the 2021 Form 10-K. As of March 31, 2022, there have been no material changes in the Company's other commitments, contingencies and off-balance sheet arrangements from the end of the preceding fiscal year ended December 31, 2021. Refer to Note 8 in this report for further discussion.
Sources of liquidity
As noted above, one of the Company's principal sources of liquidity has been cash flows provided by operations, which were $7.3 million for the three months ended March 31, 2022, primarily driven in the current year by cash generated from the Commercial Real Estate segment (the Company's core business). Total cash flows provided by operations decreased as compared to the prior year comparable period ($20.6 million for the three months ended March 31, 2021) primarily due to the lower cash flows provided by operations from the Land Operations and Materials & Constructions segments. Total cash flows in future periods, may be subject to variation from the Land Operations segment due to the varying activity in completing sales on remaining non-core assets as part of the Company's continued execution on its simplification strategy.
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The Company's other primary sources of liquidity include its cash on-hand of $33.7 million as of March 31, 2022, and the Company's revolving credit and term facilities, which provide liquidity and flexibility on a short-term (i.e., the next twelve months from March 31, 2022), as well as long-term basis. With respect to the revolving credit facility for general A&B purposes, as of March 31, 2022, the Company had $50.0 million of borrowings outstanding, $1.1 million letters of credit issued against and $448.9 million of available capacity on such revolving credit facility (which currently has a term through August 29, 2025, plus two six-month optional extensions).
On August 13, 2021, the Company entered into an equity distribution agreement, or ATM Agreement, pursuant to which we may sell, from time to time, up to an aggregate sales price of $150.0 million of our common stock. Sales of common stock, if any, made pursuant to the ATM Agreement may be sold in negotiated transactions or transactions that are deemed to be “at the market” offerings, as defined in Rule 415 of the Securities Act of 1933, as amended. Actual sales will depend on a variety of factors including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. As of March 31, 2022, the Company has not sold any shares under the at-the-market offering program, nor has any obligation to sell shares under the at-the-market offering program.
Other sources of liquidity for the Company include trade receivables, contracts retention, and inventories (excluding parts, materials and supplies), totaling $61.8 million at March 31, 2022. As of March 31, 2022, there were no material changes to the Company's other primary sources of liquidity from the end of the preceding fiscal year ended December 31, 2021.
Other uses (or sources) of liquidity
The Company may use (or, in some periods, generate) cash through various investing activities or financing activities. Net cash used in investing activities was $3.9 million for the three months ended March 31, 2022, as compared to net cash provided by investing activities of $10.4 million for the three months ended March 31, 2021. Net cash used in investing activities during the three months ended March 31, 2022, was primarily driven by $3.8 million in capital expenditures. Cash provided by investing activities during three months ended March 31, 2021, was primarily driven by distributions from the Company's land development joint ventures (primarily at its Kukui‘ula joint venture projects), partially offset by cash used in capital expenditures.
As it relates to the CRE segment (i.e., its core business), the Company differentiates capital expenditures as follows (based on management's perspective on discretionary versus non-discretionary areas of spending for its CRE business):
•Growth Capital Expenditures: Property acquisition, development and redevelopment activity to generate income and cash flow growth.

•Maintenance Capital Expenditures: Activity necessary to maintain building value, the current income stream and position in the market.

Capital expenditures for the respective periods for all segments were as follows:
Three Months Ended March 31,
(dollars in millions; unaudited)20222021Change
CRE property acquisitions, development and redevelopment$1.1 $3.2 (65.6)%
CRE building/area improvements (Maintenance Capital Expenditures)0.5 1.2 (58.3)%
CRE tenant space improvements (Maintenance Capital Expenditures)0.2 0.2 —%
Materials & Construction1.6 0.6 166.7%
Land Operations and Corporate0.4 — NM
Total capital expenditures1
$3.8 $5.2 (26.9)%
1 Excludes capital expenditures for real estate developments to be held and sold as real estate development inventory, which are classified in the condensed consolidated statement of cash flows as operating activities and are excluded from the tables above.
Net cash flows used in financing activities was $39.7 million for the three months ended March 31, 2022, as compared to $56.2 million for the three months ended March 31, 2021. During the three months ended March 31, 2022, the Company's net cash outlays related to financing activities were due primarily to its net repayments of notes payable and other debt and deferred financing costs of $10.5 million, as well as cash dividend payments totaling $27.0 million. During the three months ended March 31, 2021, the Company's net cash outlays related to financing activities were due primarily to its net repayments of notes payable and other debt and deferred financing costs and line-of-credit agreement of $33.7 million, as well as cash dividend payments totaling $21.8 million.
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Other capital resource matters
The Company frequently utilizes §1031 and §1033 of the Internal Revenue Code of 1986, as amended (the "Code"), to obtain tax-deferral treatment when qualifying real estate assets are sold or become subject to involuntary conversion and the resulting proceeds are reinvested in replacement properties within the required time period. Proceeds from potential tax-deferred sales under §1031 of the Code are held in escrow (and presented as part of Restricted cash on the consolidated balance sheets) pending future reinvestment or are returned to the Company for general use if eligibility for tax-deferral treatment based on the required time period lapses. The proceeds from involuntary conversions under §1033 of the Code are held by the Company until the funds are redeployed.
During the three months ended March 31, 2022, the Company did not complete any transactions that would give rise to cash proceeds from sales or involuntary conversion activity that qualified under §1031 or §1033 of the Code. Further, during the three months ended March 31, 2022, there were no acquisitions utilizing eligible/available proceeds from tax-deferred sales or involuntary conversions.
As of March 31, 2022, $0.8 million from tax-deferred sales was available for use and had not been reinvested under §1031 of the Code. Also as of March 31, 2022, the Company held $3.1 million from tax-deferred involuntary conversions that had not yet been reinvested under §1033 of the Code.
Trends, events and uncertainties
As noted above, the COVID-19 pandemic adversely impacted the global economy; contributed to significant volatility in financial markets; and continued uncertainty of the resulting economic impact remains. This uncertainty includes the potential need for additional capital resources to maintain the business in the event of a widespread decline of cash receipts from CRE tenants and/or cash flow from other businesses as a result of a deterioration in the Hawaii economy due to the Covid-19 pandemic.
In March 2022 and May 2022, the Federal Reserve approved a 0.25% and 0.50% rate increase, respectively. The Federal Reserve has indicated that, in light of increasing signs of inflation, it foresees further increases in interest rates throughout the year and into 2023 and 2024. As of March 31, 2022, the Company’s variable-rate debt under its revolving credit facilities is effectively zero due to an interest rate swap on $50.0 million of principal on the A&B Revolver until February 2023, at which time it becomes variable-rate. The Company's variable-rate debt under secured notes payable is also effectively zero as of March 31, 2022, due to an interest rate swap on the Manoa Marketplace secured note payable, which is swapped through maturity. As of March 31, 2022, the Company has no variable-rate debt under unsecured notes payable. Other than in default, the Company does not have an obligation, nor the option in some cases, to prepay its fixed-rate debt prior to maturity and, as a result, interest rate fluctuations and the resulting changes in fair value would not have an impact on the Company’s financial condition or results of operations unless the Company was required to refinance such debt.
The Company's ability to retain outstanding borrowings and utilize remaining amounts available under its revolving credit facility will depend on its continued compliance with the applicable financial covenants and other terms of the Company's notes payable and other debt arrangements. The Company was in compliance with its financial covenants for all outstanding balances as of March 31, 2022.
Based on its current outlook, the Company believes that funds generated from cash provided by operating activities; available cash and cash equivalent balances; and borrowing capacity under its various credit facilities will be sufficient to meet the needs of the Company's business requirements and plans both in the short-term (i.e., the next twelve months from March 31, 2022) and long-term (i.e., beyond the next twelve months). There can be no assurance, however, that the Company will continue to generate cash flows at or above current levels or that it will be able to maintain its ability to borrow under its available credit facilities. As the circumstances underlying its current outlook may change, the Company will continue to actively monitor the situation and may take further actions that it determines is in the best interest of its business, financial condition and liquidity and capital resources.
Other Matters
Critical accounting estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, upon which Management's Discussion and Analysis is based, requires that management exercise judgment when making estimates and assumptions about future events that may affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty and actual results will,
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inevitably, differ from those critical accounting estimates. These differences could be material. The most significant accounting estimates inherent in the preparation of the Company's financial statements were described in Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's 2021 Form 10-K.
New accounting pronouncements 
Refer to Notes to Consolidated Financial Statements, included in Part 1, Item 1 of this report, for a full description of the impact of recently issued accounting standards, which is incorporated herein by reference, including the expected dates of adoption and estimated effects on the Company's results of operations and financial condition.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information concerning market risk is incorporated herein by reference to Item 7A of the Company's Form 10-K for the fiscal year ended December 31, 2021. There have been no material changes in the quantitative and qualitative disclosures about market risk since December 31, 2021.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2022, the Company’s disclosure controls and procedures were effective.
Internal Control Over Financial Reporting
There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company's fiscal first quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth under the "Legal Proceedings and Other Contingencies" section in Note 8 of Notes to Condensed Consolidated Financial Statements, included in Part I, Item 1 of this report, is incorporated herein by reference.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in Item 1A. "Risk Factors" in the Company's most recent annual report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no equity securities sold by the Company during the period covered by this report that were not registered under the Securities Act.
In February 2020, the Company's Board of Directors authorized the Company to repurchase up to $150 million of its common stock beginning on February 25, 2020, and ending on December 31, 2021. In October 2021, the Company's Board of Directors reauthorized the Company to repurchase up to $150 million of its common stock beginning on January 1, 2022, and ending on December 31, 2023. There were no purchases or repurchases of equity securities made by or on behalf of the Company in 2022 or 2021 under such plan.
ITEM 4. MINE SAFETY DISCLOSURES
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulations S-K (17 CFR 229.104) is included in Exhibit 95 to this periodic report on Form 10-Q.

37

ITEM 6. EXHIBITS
EXHIBIT INDEX
10. Material Contracts
10.b.1(xxviii)    Form of Letter Agreement (current participants).
10.b.1(xxix)    Form of Letter Agreement (prospective participants).
10.b.1(xxxviii)    Amendment No. 4 to the Alexander & Baldwin, Inc. Excess Benefits Plan, effective as of April 1, 2022.
10.b.1(xlvii)    Form of Restricted Stock Unit Agreement for Non-Employee Directors.
31.1    Certification of Chief Executive Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Chief Financial Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32    Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95    Mine Safety Disclosure.
101    The following information from Alexander & Baldwin, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021; (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2022 and 2021; (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021; (v) Condensed Consolidated Statements of Equity for the three months ended March 31, 2022 and 2021; and (vi) Notes to Condensed Consolidated Financial Statements.
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
38

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ALEXANDER & BALDWIN, INC.
May 6, 2022By: /s/ Brett A. Brown
Brett A. Brown
Executive Vice President and Chief Financial Officer
May 6, 2022By: /s/ Clayton K.Y. Chun
Clayton K.Y. Chun
Senior Vice President, Chief Accounting Officer and Controller

39

ALEXANDER & BALDWIN, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
NON-EMPLOYEE BOARD MEMBER

RECITALS

A.    The Company has implemented the Plan as a comprehensive equity incentive compensation program under which eligible persons in the Company’s service may be granted equity-based awards designed to encourage them to continue their service relationship with the Company.
B.    Participant is a non-employee Board member who is eligible to receive an award under the Plan, and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in providing a restricted stock unit award to Participant as a meaningful incentive for Participant to continue to serve as a non-employee Board member.
C.    All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix A.
NOW, THEREFORE, it is hereby agreed as follows:
1.    Grant of Restricted Stock Units. The Company hereby awards to Participant, as of the Award Date, an award (the “Award”) of restricted stock units under the Plan. Each restricted stock unit represents the right to receive one share of Common Stock on the vesting date of that unit. The number of shares of Common Stock subject to the awarded restricted stock units, the applicable vesting schedule for the restricted stock units and the underlying shares of Common Stock, the dates on which those vested shares shall be issued to Participant and the remaining terms and conditions governing the Award shall be as set forth in this Agreement.


AWARD SUMMARY
Participant:«NAME»
Award Date:
Number of Shares Subject to Award:
«RSUs» shares of Common Stock (the “Shares”)
Vesting Schedule:The Shares shall vest upon the earlier of (i) Participant’s completion of one (1) year of Board service measured from the Award Date or (ii) immediately prior to the first regular annual meeting of stockholders of the Company that occurs in the year following the year of the Award Date. The Shares may vest in whole or in part on an accelerated basis in accordance with the provisions of Paragraphs 3 and 5 of this Agreement. In no event shall any Shares vest after the date of Participant’s termination of Board service.
Issuance Schedule:
Subject to the provisions of Paragraph 7(a), each Share in which the Participant vests in accordance with the foregoing Vesting Schedule or pursuant to the vesting acceleration provisions of Paragraph 3 or 5 of this Agreement shall be issued on the date that Share vests or as soon thereafter as administratively practicable, but in no event later than the later of (i) the close of the calendar year in which that Share vests or (ii) the fifteenth day of the third calendar month following such vesting date (the “Issuance Date”).

        2.    Limited Transferability. Prior to the actual issuance of the Shares which vest hereunder, Participant may not transfer any interest in the restricted stock units subject to the Award or the underlying Shares or pledge or otherwise hedge the sale of those units or Shares, including (without limitation) any short sale or any acquisition or disposition of any put or call option or other instrument tied to the value of those Shares. However, any Shares which vest hereunder but otherwise remain unissued at the time of Participant’s death may be transferred pursuant to the provisions of Participant’s will or the laws of inheritance or to Participant’s designated beneficiary or beneficiaries of this Award. Participant may also direct the Company to issue the stock certificates for any Shares which in fact vest and become issuable hereunder to one or more designated Family Members or a trust established for Participant and/or Participant’s Family Members. Participant may make such a beneficiary designation or certificate directive at any time by filing the appropriate form with the Plan Administrator or its designee.
3.    Cessation of Service. The restricted stock units subject to this Award shall immediately vest in full upon Participant’s cessation of Board service by reason of death, Permanent Disability or Retirement. Should Participant cease Board service for any other reason prior to vesting in one or more Shares subject to this Award, then the Award will be immediately cancelled with respect to those unvested Shares, and the number of restricted stock units will be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units.


4.    Stockholder Rights and Dividend Equivalents
(a)    Participant shall not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance.
(b)    Notwithstanding the foregoing, should any dividend or other distribution payable other than in shares of Common Stock be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on those Shares had they been issued and outstanding and entitled to that dividend or distribution. As the Shares vest hereunder, the phantom dividend equivalents that are credited to those Shares in the book account shall concurrently vest, and those vested dividend equivalents shall subsequently be distributed to Participant (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) at the same time the vested Shares to which those phantom dividend equivalents relate are issued.
5.    Special Vesting Acceleration. The restricted stock units subject to this Award shall immediately vest in full upon Participant’s continuation in Board service until the effective date of any Change in Control transaction. The vested Shares will be issued immediately upon such effective date or as soon as administratively practicable thereafter, but in no event more than fifteen (15) business days after such effective date. Alternatively, the Participant’s right to the Shares may, pursuant to the terms of the Change in Control transaction, be converted into the right to receive the same consideration per share of Common Stock payable to the other shareholders of the Company in consummation of the Change in Control and distributed at the same time as such shareholder payments, but such distribution to Participant shall in all events be completed no later than the later of (i) the close of the calendar year in which such Change in Control is effected or (ii) the fifteenth (15th) of the third (3rd) calendar month following the effective date of that Change in Control.
6.    Adjustment in Shares. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Company’s receipt of consideration, or should the value of the outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction, extraordinary distribution (whether in cash, securities or other property) or an extraordinary dividend or distribution, or should there occur any merger, consolidation, reincorporation or other reorganization, then equitable adjustments shall be made by the Plan Administrator to the total number and/or class of securities issuable pursuant to this Award in order to reflect such change and thereby prevent a dilution or enlargement of benefits hereunder. In making such equitable adjustments, the Plan Administrator shall take into account any amounts to be credited to Participant’s book account under Paragraph 4(b) in connection with the transaction, and the determination of the Plan Administrator shall be final, binding and conclusive.
7.    Issuance of Shares of Common Stock.
(a)    Except as otherwise provided in Paragraph 5, on each applicable Issuance Date for the Shares which vest in accordance with the terms of this Agreement, the Company shall issue to or on behalf of Participant a certificate (which may be in electronic form)


for the vested shares of Common Stock to be issued on such date and shall concurrently distribute to Participant any phantom dividend equivalents with respect to those vested Shares. Notwithstanding the foregoing, should Participant attain Retirement age prior to completion of the normal Vesting Schedule set forth in Paragraph 1, then any Shares in which Participant may, pursuant to Code Section 409A, be deemed to vest at that time shall be issued upon the earliest to occur of (i) the Issuance Date which would otherwise apply to those Shares under this Agreement had Participant not reached Retirement age, (ii) the date of Participant’s cessation of Board service or (iii) the effective date of a Change in Control (with the issuance in such latter event to be governed by the terms of Paragraph 5 above).
(b)    Except as otherwise provided in Paragraph 5, the settlement of all restricted stock units which vest under this Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.
8.    Compliance with Laws and Regulations.
(a)    The issuance of shares of Common Stock pursuant to the Award shall be subject to compliance by the Company and Participant with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the Common Stock may be listed for trading at the time of such issuance.
(b)    The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance of any Common Stock hereby shall relieve the Company of any liability with respect to the non-issuance of the Common Stock as to which such approval shall not have been obtained. The Company, however, shall use its best efforts to obtain all such approvals.
9.    Successors and Assigns. Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and Participant, Participant’s assigns, the legal representatives, heirs and legatees of Participant’s estate and any beneficiaries of the Award designated by Participant.
10.    Notices. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated below Participant’s signature line on this Agreement. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.
11.    Construction. This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.
12.    Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Hawaii without resort to that State’s conflict-of-laws rules.


13.    No Impairment of Rights. This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. In addition, this Agreement shall not in any way be construed or interpreted so as to affect adversely or otherwise impair the right of the Company or its shareholders to remove Participant from the Board at any time in accordance with the provisions of applicable law.
14.    Section 409A Compliance. Should there occur any ambiguity as to whether any provision of this Agreement would otherwise contravene one or more applicable requirements or limitations of Section 409A of the Internal Revenue Code and the Treasury Regulations thereunder, that that provision shall be interpreted and applied in a manner that complies with the applicable requirements of Section 409A of the Internal Revenue Code and the Treasury Regulations thereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement on the Award Date first indicated above.
ALEXANDER & BALDWIN, INC.
By:
Title:
Address:822 Bishop Street
Honolulu, HI 96813
PARTICIPANT
Signature:



APPENDIX A
DEFINITIONS
A.    Agreement shall mean this Restricted Stock Unit Award Agreement.
B.    Award shall mean the award of restricted stock units made to Participant pursuant to the terms of this Agreement.
C.    Award Date shall mean the date the restricted stock units are awarded to Participant pursuant to the Agreement and shall be the date indicated in Paragraph 1 of the Agreement.
D.    Board shall mean the Company’s Board of Directors.
E.    Change in Control shall mean a change in ownership or control of the Company effected through any of the following transactions:
(i)    a merger, consolidation or other reorganization approved by the Company’s stockholders, unless securities representing fifty percent (50%) or more of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction;
(ii)    a sale, transfer or other disposition of all or substantially all of the Company’s assets;
(iii)    the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than the Company or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) acquires directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) thirty-five percent (35%) or more of the total combined voting power of the Company’s securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, whether such transaction involves a direct issuance from the Company or the acquisition of outstanding securities held by one or more of the Company’s existing stockholders; or
(iv)    a change in the composition of the Board over a period of twelve (12) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.


The foregoing definition of Change in Control shall in all instances be applied and interpreted in such manner that the applicable Change in Control transaction will also qualify as: (i) a change in the ownership of the Company, as determined in accordance with Section 1.409A-3(i)(5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Company, as determined in accordance with Section 1.409A-3(i)(5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Company, as determined in accordance with Section 1.409A-3(i)(5)(vii) of the Treasury Regulations.

F.    Code shall mean the Internal Revenue Code of 1986, as amended.
G.    Common Stock shall mean the Company’s common stock.
H.    Company shall mean Alexander & Baldwin, Inc., a Hawaii corporation, and any successor to all or substantially all of the assets or voting stock of Alexander & Baldwin, Inc.
I.    Family Member shall mean, with respect to the Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law.
J.    1934 Act shall mean the Securities Exchange Act of 1934, as amended.
K.    Participant shall mean the non-employee Board member to whom the Award is made pursuant to the Plan.
L.    Permanent Disability shall mean the inability of Participant to perform Participant’s usual duties as a Board member by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more.
M.    Plan shall mean the Company’s 2022 Omnibus Incentive Plan, as may be amended from time to time.
N.    Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.
O.    Retirement shall mean the cessation of Board service by reason of retirement at or after the attainment of age seventy-two (72).


    PRIVILEGED AND CONFIDENTIAL


Names
Address


Dear _______________:

WHEREAS, Alexander & Baldwin, Inc., a Hawaii corporation (the "Company") considers it essential to the best interests of the Company and its shareholders to encourage the continued employment of key management personnel;
WHEREAS, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many corporations, the possibility of a change in control of the Company may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders; and
WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's top management, including you, to their assigned duties without distraction from the possibility of a change in control of the Company.
NOW, THEREFORE, to persuade you to remain in the employ of the Company, effective as of ___________ (the "Effective Date"), the Company agrees that you will receive the severance benefits set forth in this letter agreement (this "Agreement") in the event your employment with the Company is terminated under certain circumstances as described in this Agreement.
If you are or become an officer of a subsidiary of the Company, whether or not you are also an employee of the Company, any reference herein to your employment by the Company shall be deemed to include such subsidiary.
1.Term and Operation of Agreement. This Agreement shall commence on the Effective Date and shall continue in effect through December 31, ___. Commencing on January 1, ___ and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless not later than December 1 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement, provided that, notwithstanding any such notice by the Company not to extend this Agreement, this Agreement shall continue in effect for a period of twenty-four months following a Change in Control of the Company (as defined in Section 2(b)) that occurs during the term of this Agreement, after which period this Agreement shall automatically terminate.
2.Definitions.
(a)Cause. Termination by the Company of your employment for "Cause" shall mean termination upon (i) the willful and continued failure by you substantially to perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness), after a demand for substantial performance is delivered to you by the Board, which specifically identifies the manner in which the Board


believes that you have not substantially performed your duties, or (ii) the willful engaging by you in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this subsection (a), no act, or failure to act, on your part shall be considered "willful" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company.
(b)Change in Control of the Company. For purposes of this Agreement, a "Change in Control of the Company" shall mean a change in ownership or control of the Company effected through any of the following transactions:
(i)a merger, consolidation or other reorganization approved by the Company's stockholders, unless securities representing 50% or more of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately prior to such transaction;
(ii)a sale, transfer or other disposition of all or substantially all of the Company's assets;
(iii)the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a "group" within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the "1934 Act") (other than the Company or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) acquires directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the 12-month period ending with the most recent acquisition) beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) 35% or more of the total combined voting power of the Company's securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, whether such transaction involves a direct issuance from the Company or the acquisition of outstanding securities held by one or more of the Company's existing stockholders; or
(iv)a change in the composition of the Board over a period of 12 consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.
A Change in Control of the Company shall occur only if such event also constitutes a "change in the ownership", "change in effective control", and/or a "change in the ownership of a substantial portion of assets" of the Company as those terms are defined under Treasury Regulation §1.409A-3(i)(5).
(c)Date of Termination. "Date of Termination" shall mean the date specified in the Notice of Termination (which, in the case of a resignation for Good Reason shall be in accordance with the timing set forth in Section 2(f)).


(d)Disability. Termination by the Company of your employment based on "Disability" shall mean termination because of your absence from your duties with the Company on a full-time basis for six consecutive months, as a result of your incapacity due to physical or mental illness, unless within 30 days after a Notice of Termination (as hereinafter defined) is given following such absence you shall have returned to the full-time performance of your duties.
(e)Fair Market Value. "Fair Market Value" per Share on any relevant date shall be determined in accordance with the following provisions:
(i)    If the Shares are at the time traded on a stock exchange, then the Fair Market Value shall be the closing selling price per Share at the close of regular hours trading (i.e., before after-hours trading begins) on the date in question on the stock exchange serving as the primary market for the Shares, as such price is reported by the National Association of Securities Dealers (if primarily traded on the Nasdaq Global or Global Select Market) or as officially quoted in the composite tape of transactions on any other Stock Exchange on which the Shares are then primarily traded. If there is no closing selling price for the Shares on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.
(ii)    If the Share are at the time quoted on a national or regional securities exchange or market system (including over-the-counter markets and the Nasdaq Capital Market) determined by the Board to be the primary market for the Shares, then the Fair Market Value shall be the closing selling price per Share on the date in question, as such price is officially reported by such exchange or market system. If there is no closing selling price for the Shares on the date in question, then the Fair Market Value shall be the closing selling price of a Share on the last preceding date for which such quotation exists.
(f)Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without your express written consent, any of the following occurring subsequent to a Change in Control of the Company or within 60 days prior to a Change in Control of the Company under the circumstances described in clauses (B) and (C) of the definition for a Termination Prior to a Change in Control:
(i)a material diminution by the Company of your authority, duties or responsibilities;
(ii)a material change in the geographic location at which you must perform services (which, for purposes of this Agreement, means relocation of the offices of the Company at which you are principally employed to a location that increases your commute to work by more than 50 miles);
(iii)a material diminution in your base salary; or
(iv)any action or inaction that constitutes a material breach by the Company of this Agreement.
You must provide written Notice of Termination for Good Reason to the Company within 30 days after the event constituting Good Reason. The Company shall have a period of 30 days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in your Notice of Termination. If the Company does not correct the act or


failure to act, your employment will terminate for Good Reason on the first business day following the Company's 30-day cure period.
(g)Notice of Termination. Any termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 9 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.
(h)Qualifying Termination. "Qualifying Termination" shall have the meaning set forth in Section 3(a).
(i)Share. "Share" shall mean a share of common stock of the Company.
(j)Termination Prior to a Change in Control. "Termination Prior to a Change in Control" shall have the meaning set forth in Section 3(a).
3.Compensation on Qualifying Termination.
(a)Qualifying Termination. If a Change in Control of the Company shall have occurred, you shall be entitled to the benefits provided in Section 3(b) hereof upon the subsequent termination of your employment during the term of this Agreement unless such termination is (i) because of your death, (ii) by the Company for Cause or Disability or (iii) by you other than for Good Reason (each, a "Termination Following a Change in Control"). In addition, you shall be entitled to the benefits provided in Section 3(b) hereof if (A) your employment is terminated by the Company without Cause prior to a Change in Control of the Company and such termination was at the request or direction of a person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control of the Company, (B) you resign for Good Reason prior to a Change in Control of the Company and the circumstance or event that constitutes Good Reason occurs at the request or direction of a person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control of the Company, or (C) your employment is terminated by the Company without Cause or by you for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control of the Company, and in each of clause (A), (B) and (C), a Change in Control of the Company is consummated within 60 days following such termination (a "Termination Prior to a Change in Control" and together with a Termination Following a Change in Control, a "Qualifying Termination").
(b)Compensation upon Qualifying Termination. If your employment is terminated by reason of a Qualifying Termination, and you timely execute and do not revoke a release of claims in the form provided by the Company (the "Release"), then you shall be entitled to the benefits provided below:
(i)the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given or, if higher, the rate in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, together with all compensation and benefits payable to you through the Date of Termination under the terms of the Company's compensation, benefit and insurance plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to you, as in effect


immediately prior to the first occurrence of an event or circumstance constituting Good Reason;
(ii)in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you, not later than 60 days following the Date of Termination in the event of a Termination Following a Change in Control (or not later than the 60th day following the closing of a Change in Control of the Company in the event of a Termination Prior to a Change in Control), a lump sum severance payment (together with the payments provided in subsections (b) (iii), (iv), (v), (vi) and (vii) the "Severance Payments") equal to two times the sum of (A) your annual base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (B) your target annual bonus under any annual bonus or annual incentive plan maintained by the Company in respect of the fiscal year in which occurs the Date of Termination or, if higher, the fiscal year in which occurs the first event or circumstance constituting Good Reason;
(iii)notwithstanding any provision of any annual or long term incentive plan to the contrary, the Company shall pay to you in one sum in cash not later than the 60 days following the Date of Termination in the event of a Termination Following a Change in Control (or not later than the 60th day following the closing of a Change in Control of the Company in the event of a Termination Prior to a Change in Control), an amount equal to the sum of (A) any incentive compensation which has been awarded or allocated for any completed fiscal year or other measuring period preceding that in which the Date of Termination occurs but has not yet been paid, and (B) a pro rata portion of the aggregate value of all contingent awards to you for which the performance periods have not been completed calculated by multiplying for each such award, (1) a fraction, the numerator of which shall be the number of full months elapsed during the performance period for such award prior to the Date of Termination, and the denominator of which shall be the total number of months contained in such performance period, by (2) the amount of the award which would have been payable to you following completion of such performance period at the "TARGET" (fully competent) level of performance as described in the plan documents and the individual award agreements, by (3) with respect to awards denominated in Shares, the Fair Market Value of a Share on the Date of Termination;
(iv)in lieu of Shares issuable upon the exercise of each outstanding option ("Option"), if any, granted to you under any stock option or other plan of the Company (which Options shall be canceled upon the making of the payment referred to below), you shall receive in one sum in cash not later than 60 days following the Date of Termination in the event of a Termination Following a Change in Control (or not later than the 60th day following the closing of a Change in Control of the Company in the event of a Termination Prior to a Change in Control) an amount equal to the product of (A) the difference (to the extent that such difference is a positive number) obtained by subtracting the per Share exercise price of the Option, whether or not then fully exercisable, from the closing price of a Share, as reported on the principal national securities exchange on which the Shares are then listed or, if the Shares are not then listed on such an exchange, on the automated quotation system operated by the National Association of Security Dealers, Inc., on the Date of Termination (or the last trading date prior thereto) and (B) the number of Shares then covered by such Option;
(v)the Company shall reimburse you for reasonable legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to


obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") to any payment or benefit provided hereunder). Such payments shall be made within five business days after delivery of your written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require; provided, however, that in no event shall any such payments be made later than the last day of your taxable year following the taxable year in which the fee or expense was incurred;
(vi)the Company shall reimburse you for individual outplacement counseling services in an amount not to exceed $10,000.00; provided, however, that in no event shall any such reimbursement be made later than the last day of your 2nd taxable year following the taxable year in which the Date of Termination occurs; and
(vii)the Company shall maintain or cause to be maintained in full force and effect, for your continued benefit, for a period of two years, all life insurance, health insurance and dental insurance, in which you participated or were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is permitted under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred or would result in the Company being in violation of, or incurring any fine, penalty or excise tax under, applicable law (including, without limitation, any penalty imposed for violation of the nondiscrimination requirements under the Patient Protection and Affordable Care Act or the guidance issued thereunder) the Company shall arrange to provide you with benefits substantially similar to those which you are entitled to receive under such plans and programs, or shall pay you a taxable cash payment equal to the employer cost of providing such benefits under Company plans and programs, as determined by the Company. At the end of such two-year period, you will be entitled to take advantage of any conversion privileges applicable to the benefits available under any such plans or programs. Benefits (or payments) otherwise receivable by you pursuant to this subsection (vii) shall be reduced to the extent benefits of the same type are received by or made available to you during the two-year period following your termination of employment (and any such benefits received by or made available to you shall be reported by you to the Company); provided, however, that the Company shall reimburse you for the excess, if any, of the cost of such benefits to you over such cost immediately prior to the Date of Termination or, if more favorable to you, the first occurrence of an event or circumstance constituting Good Reason. If the Severance Payments shall be decreased pursuant to Section 4 hereof, and the benefits which remain payable under this subsection (vii) after the application of Section 4 hereof are thereafter reduced pursuant to the immediately preceding sentence, the Company shall, no later than five business days following such reduction, pay to you the least of (A) the amount of the decrease made in the Severance Payments pursuant to Section 4 hereof, (B) the amount of the subsequent reduction in the benefits under this subsection (vii), or (C) the maximum amount which can be paid to you without being, or causing any other payment to be, nondeductible by reason of Section 280G of the Code.
4.Compensation upon Termination other than a Qualifying Termination. If your employment shall be terminated other than by reason of a Qualifying Termination, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to you under this Agreement.
5.Code Section 280G.


(a)Notwithstanding any other provisions of this Agreement, if any payments or benefits received or to be received by you in connection with a Change in Control of the Company or your termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control of the Company or any person affiliated with the Company or such person (all such payments and benefits, the "Total Payments") would be subject (in whole or part), to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the cash Severance Payments shall first be reduced, and the non-cash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which you would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). The Total Payments shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to you. Where more than one payment has the same value for this purpose and they are payable at different times, they will be reduced on a pro rata basis. Only amounts payable under this Agreement shall be reduced pursuant to this Section 5.
(b)All determinations to be made under this Section 5 shall be made by an independent certified public accounting firm selected by the Company and agreed to by you immediately prior to the change-in-ownership or -control transaction (the "Accounting Firm"). The Accounting Firm shall provide its determinations and any supporting calculations both to the Company and you within 10 days of the transaction. Any such determination by the Accounting Firm shall be binding upon the Company and you. All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 5 shall be borne solely by the Company.
6.Mitigation. You shall not be required to mitigate the amount of any payment provided for in Section 3(b) by seeking other employment or otherwise, nor shall the amount of any payment provided for in Section 3(b) (other than Section 3(b)(vii)) be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, by offset against any amount claimed to be owed by you to the Company, or otherwise.
7.Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder ("Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, you shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to you under this Agreement providing for payment of amounts on termination of employment unless you would be considered to have incurred a "separation from service" from the Company within the meaning of Section 409A; and for purposes of determining whether you have incurred a "separation from service" under Section 1.409A-1(h) of the regulations promulgated under Section 409A by the United States Treasury Department, "50 percent" shall be substituted for "20 percent" each place that the latter appears in Section 1.409A-1(h)(1)(ii). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a


separate identified payment for purposes of Section 409A and any payments described in this Agreement that are due within the "short term deferral period" as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. In no event may you, directly or indirectly, designate the fiscal year of a payment under this Agreement. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of your execution of the Release, directly or indirectly, result in you designating the fiscal year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. Notwithstanding anything in this Agreement to the contrary, if your employment is terminated due to a Termination Prior to a Change in Control, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts payable to you hereunder, to the extent not in excess of the amount that you would have received under any other severance plan or arrangement with the Company that is not contingent on the occurrence of a Change in Control of the Company had such plan or arrangement been applicable, shall be paid at the time and in the manner provided by such plan or arrangement and the remainder shall be paid to you in accordance with the provisions of this Agreement. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, if you are considered a "specified employee" for purposes of Section 409A and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your separation from service (or upon your death, if earlier), together with interest calculated from the fifth day following separation from service until the date of payment, at an interest rate equal to 120% of the short-term applicable federal rate for a semi-annual compounding period under Section 1274(d) of the Code, applicable for the month in which the participant's separation from service occurs, provided that such interest rate shall not exceed 120% of the long-term applicable federal rate under Section 1274(d) of the Code.
8.Successors; Binding Agreement.
(a)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to, prior to such succession, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 8(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, or otherwise.
(b)This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.
9.Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the


Board with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.
10.Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time. This Agreement constitutes the sole agreement of the parties and terminates, replaces, and supersedes all previous representations, understandings, and agreements of the parties with respect to the subject matter herein, whether written or oral, express or implied, rendering such previous representations, understandings, and agreements null and void.
11.Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Hawaii without regard to rules governing conflicts of law.
12.Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
13.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
14.Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Honolulu, Hawaii, in accordance with the rules of Dispute Prevention & Resolution, Inc. then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction.


If this Agreement correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this Agreement that will then constitute our agreement on this subject, upon execution by the Company.
Dated this _____ day of ________________:


Signature

Print Name		ALEXANDER & BALDWIN, INC.
By
      Derek T. Kanehira
      Senior Vice President

    
    PRIVILEGED AND CONFIDENTIAL


Names
Address


Dear _______________:

WHEREAS, Alexander & Baldwin, Inc., a Hawaii corporation (the "Company") considers it essential to the best interests of the Company and its shareholders to encourage the continued employment of key management personnel;
WHEREAS, you and the Company entered into a letter agreement effective as of ______________, as may have been amended (the "Prior Agreement") pursuant to which you are eligible to receive severance benefits in the event of certain terminations in connection with a change in control of the Company; and
WHEREAS, you and the Company hereby agree to amend and restate the Prior Agreement as set forth in this letter agreement (the "Agreement").
NOW, THEREFORE, to persuade you to continue to remain in the employ of the Company, effective as of ___________, 2022 (the "Effective Date"), the Company agrees that you will receive the severance benefits set forth in this Agreement in the event your employment with the Company is terminated under the circumstances described in Section 3 below.
If you are or become an officer of a subsidiary of the Company, whether or not you are also an employee of the Company, any reference herein to your employment by the Company shall be deemed to include such subsidiary.
1.Term and Operation of Agreement. This Agreement shall commence on the Effective Date and shall continue in effect through December 31, 2022; provided, however, that commencing on January 1, 2023 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless not later than December 1 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement; and provided, further, that notwithstanding any such notice by the Company not to extend this Agreement, this Agreement shall continue in effect for a period of twenty-four months beyond the then-current term if a Change in Control of the Company (as defined in Section 2 below) shall have occurred during such term after which time the term shall automatically end.


2.Change in Control. For purposes of this Agreement, a "Change in Control of the Company" shall mean a change in ownership or control of the Company effected through any of the following transactions:
(i)a merger, consolidation or other reorganization approved by the Company's stockholders, unless securities representing 50% or more of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately prior to such transaction;
(ii)a sale, transfer or other disposition of all or substantially all of the Company's assets;
(iii)the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a "group" within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the "1934 Act") (other than the Company or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) acquires directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the 12-month period ending with the most recent acquisition) beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) 35% or more of the total combined voting power of the Company's securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, whether such transaction involves a direct issuance from the Company or the acquisition of outstanding securities held by one or more of the Company's existing stockholders; or
(iv)a change in the composition of the Board over a period of 12 consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.
A Change in Control of the Company shall occur only if such event also constitutes a "change in the ownership", "change in effective control", and/or a "change in the ownership of a substantial portion of assets" of the Company as those terms are defined under Treasury Regulation §1.409A-3(i)(5).
3.Termination in Connection with a Change in Control. If a Change in Control of the Company shall have occurred, you shall be entitled to the benefits provided in Section 4(b) hereof upon the subsequent termination of your employment during the term of this Agreement unless such termination is (a) because of your death, (b) by the Company for Cause or Disability or (c) by you other than for Good Reason (each, a "Termination Following a Change in Control"). In addition, you shall be entitled to the benefits provided in Section 4(b) hereof if (A) your employment is terminated by the Company without Cause prior to a Change in Control of the Company and such termination was at the request or direction of a person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control of the Company, (B) you resign for Good Reason prior to a Change in Control of the Company and the circumstance or event that constitutes Good Reason occurs at the request or


direction of a person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control of the Company, or (C) your employment is terminated by the Company without Cause or by you for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control of the Company, and in each of clause (A), (B) and (C), the Change in Control of the Company is consummated within 60 days following such termination (a "Termination Prior to a Change in Control" and together with a Termination Following a Change in Control, a "Qualifying Termination").
(a)Disability. Termination by the Company of your employment based on "Disability" shall mean termination because of your absence from your duties with the Company on a full-time basis for six consecutive months, as a result of your incapacity due to physical or mental illness, unless within 30 days after Notice of Termination (as hereinafter defined) is given following such absence you shall have returned to the full-time performance of your duties.
(b)Cause. Termination by the Company of your employment for "Cause" shall mean termination upon (i) the willful and continued failure by you substantially to perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or such actual or anticipated failure resulting from your termination for Good Reason), after a demand for substantial performance is delivered to you by the Board which specifically identifies the manner in which the Board believes that you have not substantially performed your duties, or (ii) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this paragraph (b), no act, or failure to act, on your part shall be considered "willful" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clauses (i) or (ii) of the first sentence of this paragraph (b) and specifying the particulars thereof in detail.
(c)Good Reason. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without your express written consent, any of the following occurring subsequent to a Change in Control of the Company or within 60 days prior to a Change in Control of the Company under the circumstances described in clauses (B) and (C) of the definition for a Termination Prior to a Change in Control (treating all references in paragraphs (i) through (vii) below to a "Change in Control of the Company" as references to the circumstance or event that constitutes Good Reason in the case of a Termination Prior to a Change in Control):
(i)the assignment to you of any duties inconsistent with your position, duties and status with the Company immediately prior to a Change in Control of the Company; a substantial alteration in the nature or status of your responsibilities from those in effect immediately prior to a Change in Control of the Company; the failure to provide you with substantially the same perquisites which you had immediately prior to a Change in Control of the Company, including but not limited to an office and appropriate support services; or a change in your titles or offices as in effect immediately prior to a Change in Control of the Company, or any removal of you from or any failure to reelect you to any of such positions;


(ii)a reduction by the Company in your base salary as in effect on the Effective Date or as the same may be increased from time to time;
(iii)the Company requiring you to be based anywhere other than the metropolitan area in which your office is located immediately prior to a Change in Control of the Company, except for required travel on the Company's business to an extent substantially consistent with your business travel obligations as of immediately prior to a Change in Control of the Company;
(iv)the failure by the Company to continue in effect any equity-based plan in which you were participating, or in which you were entitled to participate, immediately prior to a Change in Control of the Company, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan; or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on a substantially equivalent basis, both in terms of the amount or timing of payment of benefits provided and the level of your participation relative to other participants, as existed immediately prior to the Change in Control of the Company;
(v)the failure by the Company to continue in effect any benefit, retirement or compensation plan, employee stock ownership plan, savings and profit sharing plan, life insurance plan, medical insurance plan or health-and-accident plan in which you are participating, or in which you are entitled to participate, immediately prior to a Change in Control of the Company (the "Company Plans"), unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan; or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on a substantially equivalent basis, both in terms of the amount or timing of payment of benefits provided and the level of your participation relative to other participants, as existed immediately prior to the Change in Control of the Company; or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy immediately prior to a Change in Control of the Company;
(vi)the failure by the Company to obtain the assumption of this agreement to as contemplated in Section 9(a) hereof, prior to the effectiveness of any succession; or
(vii)any purported termination of your employment by the Company which is not effected pursuant to a Notice of Termination satisfying the requirements of paragraph (d) below (and, if applicable, Section 3(b) above), and for purposes of this Agreement, no such purported termination shall be effective.
Your right to terminate your employment for Good Reason shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. You must provide written Notice of Termination for Good Reason to the Company within 30 days after the event constituting Good Reason. The Company shall have a period of 30 days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in your Notice of Termination. If the Company does not correct the act or failure to act, your employment will terminate for Good Reason on the first business day following the Company's 30-day cure period.


(d)Notice of Termination. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 10 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.
(e)Date of Termination. "Date of Termination" shall mean the date specified in the Notice of Termination (which, in the case of a resignation for Good Reason shall be in accordance with the timing set forth in Section 3(c)).
4.Compensation Upon Termination or During Disability.
(a)Compensation During Disability. During any period that you fail to perform your duties hereunder as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect and all compensation and benefits payable under all compensation, benefit and insurance plans until this Agreement is terminated pursuant to Section 3(a) hereof. Thereafter, your benefits shall be determined in accordance with the Company's long-term disability plan or other insurance programs then in effect and the Company Plans.
(b)Compensation upon Termination other than a Qualifying Termination. If your employment shall be terminated other than by reason of a Qualifying Termination, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to you under this Agreement.
(c)Compensation upon Qualifying Termination. If your employment is terminated by reason of a Qualifying Termination, then you shall be entitled to the benefits provided below:
(i)the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given or, if higher, the rate in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, together with all compensation and benefits payable to you through the Date of Termination under the terms of the Company's compensation, benefit and insurance plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to you, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason;
(ii)in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you, not later than the fifth day following the Date of Termination in the event of a Termination Following a Change in Control (or not later than the fifth day following the closing of a Change in Control of the Company in the event of a Termination Prior to a Change in Control), a lump sum severance payment (together with the payments provided in paragraphs (c) (iii), (iv), (v), and (vii) the "Severance Payments") equal to two times the sum of (A) your annual base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (B) your target annual bonus under any annual bonus or annual incentive plan maintained by the Company in respect of the fiscal


year in which occurs the Date of Termination or, if higher, the fiscal year in which occurs the first event or circumstance constituting Good Reason;
(iii)notwithstanding any provision of the Company's Excess Benefits Plan effective as of June 29, 2012, as amended (the "Excess Benefits Plan"), if applicable, the Company shall pay you in one sum in cash not later than the fifth day following the Date of Termination, the sum of all amounts to which you are entitled under the Excess Benefits Plan whether upon termination of your employment or otherwise, provided that in determining the amounts to which you are entitled under the Excess Benefits Plan, if applicable, the provisions of said plans relating to a change in control shall be applied on the basis that the Change in Control of the Company did not provide as a prerequisite to the consummation of the change in control that the employer responsibilities under said plans are to be assumed by the successor organization;
(iv)notwithstanding any provision of any annual or long term incentive plan to the contrary, the Company shall pay to you in one sum in cash not later than the fifth day following the Date of Termination in the event of a Termination Following a Change in Control (or not later than the fifth day following the closing of a Change in Control of the Company in the event of a Termination Prior to a Change in Control), an amount equal to the sum of (A) any incentive compensation which has been awarded or allocated for any completed fiscal year or other measuring period preceding that in which the Date of Termination occurs but has not yet been paid, and (B) a pro rata portion of the aggregate value of all contingent awards to you for which the performance periods have not been completed calculated by multiplying for each such award, (1) a fraction, the numerator of which shall be the number of full months elapsed during the performance period for such award prior to the Date of Termination, and the denominator of which shall be the total number of months contained in such performance period, by (2) the amount of the award which would have been payable to you following completion of such performance period at the "TARGET" (fully competent) level of performance as described in the plan documents and the individual award agreements;
(v)in lieu of shares of common stock, without par value, of the Company (the "Shares") issuable upon the exercise of each outstanding option ("Option"), if any, granted to you under any stock option or other plan of the Company (which Options shall be canceled upon the making of the payment referred to below), you shall receive in one sum in cash not later than the fifth day following the Date of Termination in the event of a Termination Following a Change in Control (or not later than the fifth day following the closing of a Change in Control of the Company in the event of a Termination Prior to a Change in Control) an amount equal to the product of (A) the difference (to the extent that such difference is a positive number) obtained by subtracting the per Share exercise price of the Option, whether or not then fully exercisable, from the closing price of a Share, as reported on the principal national securities exchange on which the Shares are then listed or, if the Shares are not then listed on such an exchange, on the automated quotation system operated by the National Association of Security Dealers, Inc., on the Date of Termination (or the last trading date prior thereto) and (B) the number of Shares then covered by such Option;
(vi)the Company shall pay to you all legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") to any payment or benefit provided hereunder). Such payments shall be made within five business days after delivery of your


written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require; provided, however, that in no event shall any such payments be made later than the last day of your taxable year following the taxable year in which the fee or expense was incurred; and
(vii)the Company shall reimburse you for individual outplacement counseling services in an amount not to exceed $10,000.00; provided, however, that in no event shall any such reimbursement be made later than the last day of your 2nd taxable year following the taxable year in which the Date of Termination occurs.
5.Code Section 280G.
(a)Notwithstanding any other provisions of this Agreement, if any payments or benefits received or to be received by you in connection with a Change in Control of the Company or your termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control of the Company or any person affiliated with the Company or such person (all such payments and benefits, the "Total Payments") would be subject (in whole or part), to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the cash Severance Payments shall first be reduced, and the non-cash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which you would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). The Total Payments shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to you. Where more than one payment has the same value for this purpose and they are payable at different times, they will be reduced on a pro rata basis. Only amounts payable under this Agreement shall be reduced pursuant to this Section 5.
(b)For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which you shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to you and selected by the accounting firm (the "Auditor") which was, immediately prior to the Change in Control of the Company, the Company's independent auditor, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the Base Amount (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of this Section 5, (1) you shall be deemed to pay federal income taxes at the highest marginal rate of federal income


taxation in the calendar year in which the applicable Total Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence in the calendar year in which the applicable Total Payment is to made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes, and (2) except to the extent that you otherwise notify the Company, you shall be deemed to be subject to the loss of itemized deductions and personal exemptions to the maximum extent provided by the Code for each dollar of incremental income.
(c)At the time that payments are made under this Agreement, the Company shall provide you with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If you object to the Company's calculations, the Company shall pay you such portion of the Severance Payments (up to 100% thereof) as you determine is necessary to result in the proper application of this Section 5.
6.Continued Benefits. Unless you are terminated for Cause, the Company shall maintain or cause to be maintained in full force and effect, for your continued benefit, for a period of two years, all health and welfare benefit plans to include life insurance, health insurance and dental insurance, in which you participated or were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred or would result in the Company being in violation of, or incurring any fine, penalty or excise tax under, applicable law (including, without limitation, any penalty imposed for violation of the nondiscrimination requirements under the Patient Protection and Affordable Care Act or the guidance issued thereunder) the Company shall arrange to provide you with benefits substantially similar to those which you are entitled to receive under such plans and programs, or shall pay you a taxable cash payment equal to the employer cost of providing such benefits under Company plans and programs, as determined by the Company. At the end of such two-year period, you will be entitled to take advantage of any conversion privileges applicable to the benefits available under any such plans or programs. Benefits (or payments) otherwise receivable by you pursuant to this Section 6 shall be reduced to the extent benefits of the same type are received by or made available to you during the two-year period following your termination of employment (and any such benefits received by or made available to you shall be reported by you to the Company); provided, however, that the Company shall reimburse you for the excess, if any, of the cost of such benefits to you over such cost immediately prior to the Date of Termination or, if more favorable to you, the first occurrence of an event or circumstance constituting Good Reason. If the Severance Payments shall be decreased pursuant to Section 5 hereof, and the Section 6 benefits which remain payable after the application of Section 5 hereof are thereafter reduced pursuant to the immediately preceding sentence, the Company shall, no later than five business days following such reduction, pay to you the least of (a) the amount of the decrease made in the Severance Payments pursuant to Section 5 hereof, (b) the amount of the subsequent reduction in these Section 6 benefits, or (c) the maximum amount which can be paid to you without being, or causing any other payment to be, nondeductible by reason of Section 280G of the Code.
7.Mitigation. You shall not be required to mitigate the amount of any payment provided for in Section 4 by seeking other employment or otherwise, nor shall the amount of any payment provided for in Section 4 (other than Section 6) be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, by offset against any amount claimed to be owed by you to the Company, or otherwise.


8.Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder ("Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, you shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to you under this Agreement providing for payment of amounts on termination of employment unless you would be considered to have incurred a "separation from service" from the Company within the meaning of Section 409A; and for purposes of determining whether you have incurred a "separation from service" under Section 1.409A-1(h) of the regulations promulgated under Section 409A by the United States Treasury Department, "50 percent" shall be substituted for "20 percent" each place that the latter appears in Section 1.409A-1(h)(1)(ii). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A and any payments described in this Agreement that are due within the "short term deferral period" as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything in this Agreement to the contrary, if your employment is terminated due to a Termination Prior to a Change in Control, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts payable to you hereunder, to the extent not in excess of the amount that you would have received under any other severance plan or arrangement with the Company that is not contingent on the occurrence of a Change in Control of the Company had such plan or arrangement been applicable, shall be paid at the time and in the manner provided by such plan or arrangement and the remainder shall be paid to you in accordance with the provisions of this Agreement. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, if you are considered a "specified employee" for purposes of Section 409A and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your separation from service (or upon your death, if earlier), together with interest calculated from the fifth day following separation from service until the date of payment, at an interest rate equal to 120% of the short-term applicable federal rate for a semi-annual compounding period under Section 1274(d) of the Code, applicable for the month in which the participant's separation from service occurs, provided that such interest rate shall not exceed 120% of the long-term applicable federal rate under Section 1274(d) of the Code.
9.Successors; Binding Agreement.
(a)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to you, to, prior to such succession, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 9(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, or otherwise.
(b)This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein,


shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.
10.Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.
11.Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time. This Agreement constitutes the sole agreement of the parties and terminates, replaces, and supersedes all previous representations, understandings, and agreements of the parties with respect to the subject matter herein, whether written or oral, express or implied, rendering such previous representations, understandings, and agreements null and void.
12.Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Hawaii without regard to rules governing conflicts of law.
13.Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
14.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
15.Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Honolulu, Hawaii, in accordance with the rules of Dispute Prevention & Resolution, Inc. then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction.


If this Agreement correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this Agreement that will then constitute our agreement on this subject, upon execution by the Company.
Dated this _____ day of ________________:


Signature

Print Name		ALEXANDER & BALDWIN, INC.
By
      Derek T. Kanehira
      Senior Vice President

ALEXANDER & BALDWIN, INC. EXCESS BENEFITS PLAN

AMENDMENT NO. 4

The Alexander & Baldwin, Inc. Excess Benefits Plan, effective June 29, 2012, hereinafter referred to as the “Plan,” is hereby amended effective April 1, 2022 as follows:

1. Section 4.01(a) of the Plan is amended to add a new paragraph to the end thereof to state in its entirety as follows:

Notwithstanding the termination of the A&B Retirement Plan, the amount of the benefit determined under Section 4.01(a)(1) and Appendix A shall be calculated using interest rates and mortality table under Code Section 417(e) as if the A&B Retirement Plan had not terminated. The amount of the benefit determined under Section 4.01(a)(2) and (3) shall be calculated using the 5-year average interest credit rate after plan termination as described in Section 11.05 of the A&B Retirement Plan. On or after May 1, 2022, (or such later date as Participants are permitted to elect the form of payment under the terminated A&B Retirement Plan) under Appendix A, item 5, the lump sum payment shall always be based on a single life annuity form of payment.

IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this Amendment No. 4 to be executed on its behalf by its duly authorized officers on this 12th day of April, 2022.


ALEXANDER & BALDWIN, INC.




By: _/s/ Derek Kanehira_________
Its Senior Vice President


By: _/s/Alyson J. Nakamura______
Its Vice President and Secretary

EXHIBIT 31.1
CERTIFICATION
I, Christopher J. Benjamin, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Alexander & Baldwin, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
By  /s/ Christopher J. Benjamin
Christopher J. Benjamin
President and Chief Executive Officer
Date: May 6, 2022

EXHIBIT 31.2
CERTIFICATION
I, Brett A. Brown, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Alexander & Baldwin, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
By /s/ Brett A. Brown
Brett A. Brown
Executive Vice President and Chief Financial Officer
Date:
May 6, 2022

EXHIBIT 32
Certification of Chief Executive Officer and
Chief Financial Officer Pursuant to
18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Alexander & Baldwin, Inc. (the "Company") for the quarterly period ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Christopher J. Benjamin, as President and Chief Executive Officer of the Company, and Brett A. Brown, as Executive Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Christopher J. Benjamin
Name:Christopher J. Benjamin
Title:President and Chief Executive Officer
Date:May 6, 2022
/s/ Brett A. Brown
Name:Brett A. Brown
Title:Executive Vice President and Chief Financial Officer
Date:May 6, 2022

EXHIBIT 95
MINE SAFETY DISCLOSURE
The operation of Grace Pacific LLC’s Makakilo Quarry (the “Quarry”) is subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects the Quarry on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation. Citations or orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed.
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Company is required to present information regarding certain mining safety and health citations which MSHA has issued with respect to its mining operation in its periodic reports filed with the Securities and Exchange Commission (the “SEC”). We have provided information below in response to the rules and regulations of the SEC issued under Section 1503(a) of the Dodd-Frank Act.
The Dodd-Frank Act and the subsequent implementing regulation issued by the SEC require disclosure of the following categories of violations, orders and citations: (1) Section 104 S&S Citations, which are citations issued for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard; (2) Section 104(b) Orders, which are orders issued upon a follow up inspection where the inspector finds the violation previously cited has not been totally abated in the prescribed time period; (3) Section 104(d) Citations and Orders, which are issued upon violations of mandatory health or safety standards caused by an unwarrantable failure of the operator to comply with the standards; (4) Section 110(b)(2) Violations, which result from the reckless and repeated failure to eliminate a known violation; (5) Section 107(a) Orders, which are given when MSHA determines that an imminent danger exists and results in an order of immediate withdrawal from the area of the mine affected by the condition; and (6) written notices from MSHA of a pattern of violations—or the potential to have such pattern—of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under Section 104(e). In addition, the Dodd-Frank Act requires the disclosure of the total dollar value of proposed assessments from MSHA under the Mine Act and the total number of mining related fatalities. This information for the Quarry for the quarter ended March 31, 2022 is as follows:
Total Number of S&S Citations0
Mine Act § 104(b) Orders0
Mine Act § 104(d) Citations and Orders0
Mine Act § 110(b)(2) Violations0
Mine Act § 107(a) Orders0
Total Dollar Value of Proposed MSHA Assessments NA
Total Number of Mining Related Fatalities0
Received Written Notice of Pattern of Violation under Mine Act §104(e) (yes/no)No
Received Written Notice of Potential to Have Pattern under Mine Act §104(e) (yes/no)No
As of March 31, 2022, there were no pending legal actions before the Federal Mine Safety and Health Review Commission involving the Quarry. No legal actions were instituted during the quarter ended March 31, 2022 and no legal actions were resolved during the quarter ended March 31, 2022.