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Alexander & Baldwin, Inc. – ‘10-K’ for 12/31/19 – ‘EX-10.B.1(XXXII)’

On:  Wednesday, 2/26/20, at 7:54pm ET   ·   As of:  2/27/20   ·   For:  12/31/19   ·   Accession #:  1545654-20-7   ·   File #:  1-35492

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/27/20  Alexander & Baldwin, Inc.         10-K       12/31/19  152:24M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.22M 
 2: EX-4.C      Instrument Defining the Rights of Security Holders  HTML     72K 
 3: EX-10.B.1(XXXII)  Material Contract                             HTML     52K 
 5: EX-10.B.1(XXXIX)  Material Contract                             HTML    195K 
 4: EX-10.B.1(XXXVIII)  Material Contract                           HTML    171K 
 6: EX-10.B.Q   Exhibit 10.B.1(Viii)                                HTML     51K 
 7: EX-21.1     Subsidiaries List                                   HTML     70K 
 8: EX-23.1     Consent of Experts or Counsel                       HTML     41K 
12: EX-95       Mine-Safety Disclosure                              HTML     45K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     49K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     49K 
11: EX-32       Certification -- §906 - SOA'02                      HTML     44K 
81: R1          Cover Page                                          HTML    106K 
133: R2          Consolidated Balance Sheets                         HTML    149K  
119: R3          Consolidated Balance Sheets (Parentheticals)        HTML     46K  
29: R4          Consolidated Statements of Operations               HTML    176K 
82: R5          Consolidated Statements of Comprehensive Income     HTML     92K 
                (Loss)                                                           
134: R6          Consolidated Statements of Cash Flows               HTML    179K  
120: R7          Consolidated Statements of Equity                   HTML    108K  
28: R8          Consolidated Statements of Equity (Parenthetical)   HTML     43K 
83: R9          Background and Basis of Presentation                HTML     63K 
137: R10         Significant Accounting Policies                     HTML    286K  
90: R11         Related Party Transactions                          HTML     53K 
33: R12         Discontinued Operations                             HTML     81K 
51: R13         Investments in Affiliates                           HTML     86K 
138: R14         Revenue and Contract Balances                       HTML     91K  
91: R15         Real Estate Property, Net                           HTML     56K 
34: R16         Notes Payable and Other Debt                        HTML    169K 
52: R17         Leases - The Company as Lessee                      HTML    137K 
139: R18         Leases - The Company as Lessor                      HTML     68K  
89: R19         Employee Benefit Plans                              HTML    462K 
31: R20         Income Taxes                                        HTML    169K 
84: R21         Share-Based Payment Awards                          HTML    119K 
131: R22         Commitments and Contingencies                       HTML     60K  
117: R23         Derivative Instruments                              HTML     76K  
32: R24         Earnings Per Share (?Eps?)                          HTML     84K 
85: R25         Redeemable Noncontrolling Interest                  HTML     44K 
132: R26         Cessation of Sugar Operations                       HTML     60K  
118: R27         Segment Results                                     HTML    135K  
30: R28         Real Estate Acquisitions                            HTML     74K 
86: R29         Agricultural Land Sale                              HTML     81K 
55: R30         Goodwill                                            HTML     97K 
36: R31         Subsequent Event                                    HTML     45K 
88: R32         Unaudited Summarized Quarterly Information          HTML    117K 
136: R33         Schedule III - Real Estate and Accumulated          HTML    337K  
                Depreciation                                                     
54: R34         Significant Accounting Policies (Policies)          HTML    211K 
35: R35         Significant Accounting Policies (Tables)            HTML    238K 
87: R36         Discontinued Operations (Tables)                    HTML     80K 
135: R37         Investments in Affiliates (Tables)                  HTML     74K  
53: R38         Revenue and Contract Balances (Tables)              HTML     86K 
38: R39         Real Estate Property, Net (Tables)                  HTML     75K 
72: R40         Notes Payable and Other Debt (Tables)               HTML    136K 
19: R41         Leases - The Company as Lessee (Tables)             HTML    118K 
116: R42         (Tables)                                            HTML     82K  
130: R43         Employee Benefit Plans (Tables)                     HTML    459K  
71: R44         Income Taxes (Tables)                               HTML    163K 
18: R45         Share-Based Payment Awards (Tables)                 HTML    117K 
115: R46         Commitments and Contingencies (Tables)              HTML     52K  
129: R47         Derivative Instruments (Tables)                     HTML     73K  
70: R48         Earnings Per Share (?Eps?) (Tables)                 HTML     82K 
20: R49         Cessation of Sugar Operations (Tables)              HTML     60K 
42: R50         Segment Results (Tables)                            HTML    133K 
57: R51         Real Estate Acquisitions (Tables)                   HTML     68K 
150: R52         Goodwill (Tables)                                   HTML     91K  
101: R53         Unaudited Summarized Quarterly Information          HTML    117K  
                (Tables)                                                         
43: R54         Background and Basis of Presentation (Details)      HTML    103K 
59: R55         Significant Accounting Policies - Narrative         HTML     98K 
                (Details)                                                        
152: R56         Significant Accounting Policies - Schedule of       HTML     58K  
                Other Property (Details)                                         
103: R57         Significant Accounting Policies - Schedule of       HTML     60K  
                Estimated Useful Lives of Property (Details)                     
40: R58         Significant Accounting Policies - Schedule of       HTML     51K 
                Intangible Assets Acquired (Details)                             
61: R59         Significant Accounting Policies - Schedule of       HTML     53K 
                Intangible Assets (Details)                                      
121: R60         Significant Accounting Policies - Schedule of       HTML     53K  
                Estimated Amortization Expenses Related to                       
                Intangible Assets (Details)                                      
111: R61         Significant Accounting Policies - Summary of        HTML     53K  
                Changes in Allowance for Doubtful Accounts                       
                (Details)                                                        
21: R62         Significant Accounting Policies - Schedule of       HTML     54K 
                Inventories (Details)                                            
76: R63         Significant Accounting Policies - Schedule of       HTML     70K 
                Intangible Assets and Fixed Assets (Details)                     
124: R64         Significant Accounting Policies - Schedule of       HTML     55K  
                Interest and Other Income (Expense), Net (Details)               
114: R65         Significant Accounting Policies - Schedule of       HTML     57K  
                Components of Accumulated Other Comprehensive                    
                Income (Loss), Net of Taxes (Details)                            
25: R66         Significant Accounting Policies - Schedule of       HTML     77K 
                Changes in Accumulated Other Comprehensive Income                
                (Loss) (Details)                                                 
80: R67         Significant Accounting Policies - Schedule of       HTML     76K 
                Reclassifications of Other Comprehensive Income                  
                (Loss) Components (Details)                                      
126: R68         Related Party Transactions (Details)                HTML     82K  
108: R69         Discontinued Operations (Details)                   HTML     85K  
95: R70         Investments in Affiliates - Narrative (Details)     HTML     64K 
147: R71         Investments in Affiliates - Summary of Financial    HTML     87K  
                Information for Equity Method Investments                        
                (Details)                                                        
67: R72         Revenue and Contract Balances - Disaggregation of   HTML     70K 
                Revenue (Details)                                                
50: R73         Revenue and Contract Balances - Performance         HTML     55K 
                Obligation (Details)                                             
92: R74         Revenue and Contract Balances - Information About   HTML     61K 
                Receivables, Contract Assets and Contract                        
                Liabilities from Contracts with Customers                        
                (Details)                                                        
144: R75         Revenue and Contract Balances - Uncompleted         HTML     53K  
                Contracts (Details)                                              
63: R76         Real Estate Property, Net (Details)                 HTML     57K 
46: R77         Notes Payable and Other Debt - Schedule of Notes    HTML    151K 
                Payable and Long-term Debt (Details)                             
98: R78         Notes Payable and Other Debt - Narrative (Details)  HTML    262K 
142: R79         Leases - The Company as Lessee - Schedule of Lease  HTML     51K  
                Costs (Details)                                                  
94: R80         Leases - The Company as Lessee - Narrative          HTML     55K 
                (Details)                                                        
146: R81         Leases - The Company as Lessee - Supplemental       HTML     51K  
                Balance Sheet Information (Details)                              
65: R82         Leases - The Company as Lessee - Supplemental Cash  HTML     48K 
                Flow Information (Details)                                       
48: R83         Leases - The Company as Lessee - Future Minimum     HTML     82K 
                Payments Under Non-cancelable Operating Leases as                
                Lessee (Details)                                                 
93: R84         Leases - The Company as Lessee - Future Lease       HTML     62K 
                Payments Under Non-cancelable Operating Leases                   
                (Details)                                                        
145: R85         Leases - The Company as Lessor - Schedule of        HTML     62K  
                Historical Cost and Accumulated Depreciation of                  
                Leased Property (Details)                                        
64: R86         Leases - The Company as Lessor - Schedule of        HTML     49K 
                Rental Income Under Non-cancelable Operating                     
                Leases (Details)                                                 
47: R87         Leases - The Company as Lessor - Schedule of        HTML     75K 
                Future Minimum Rentals on Non-cancelable Operating               
                Leases (Details)                                                 
96: R88         Leases - The Company as Lessor - Narrative          HTML     43K 
                (Details)                                                        
140: R89         Employee Benefit Plans - Schedule of                HTML     53K  
                Weighted-Average and Target Asset Allocations                    
                (Details)                                                        
122: R90         Employee Benefit Plans - Narrative (Details)        HTML     74K  
112: R91         Employee Benefit Plans - Schedule of Fair Value of  HTML     71K  
                Pension Plan Assets by Asset Category (Details)                  
23: R92         Employee Benefit Plans - Schedule of the Status of  HTML    104K 
                Funded Defined Benefit Pension Plan and Unfunded                 
                Accumulated Post-retirement Benefit Plans                        
                (Details)                                                        
78: R93         Employee Benefit Plans - Summary of Amounts         HTML     57K 
                Recognized on the Consolidated Balance Sheets and                
                in Accumulated Other Comprehensive Loss (Details)                
123: R94         Employee Benefit Plans - Summary of Information     HTML     52K  
                for Qualified Pension Plans with an Accumulated                  
                Benefit Obligation in Excess of Plan Assets                      
                (Details)                                                        
113: R95         Employee Benefit Plans - Summary of Components of   HTML    104K  
                Net Periodic Benefit Cost and Other Amounts                      
                Recognized in Other Comprehensive Loss (Details)                 
24: R96         Employee Benefit Plans - Summary of Weighted        HTML     69K 
                Average Assumptions used to Determine Benefit                    
                Information (Details)                                            
79: R97         Employee Benefit Plans - Summary of Effect of       HTML     53K 
                One-Percentage-Point Change in Accumulated                       
                Post-retirement Benefit Obligation (Details)                     
128: R98         Employee Benefit Plans - Schedule of Estimated      HTML     63K  
                Future Benefit Payments for the Next Ten Years                   
                (Details)                                                        
110: R99         Employee Benefit Plans - Schedule of Multiemployer  HTML     53K  
                Plans (Details)                                                  
68: R100        Income Taxes - Narrative (Details)                  HTML     72K 
44: R101        Income Taxes - Schedule of Income Tax Expense       HTML     66K 
                (Benefit) on Income from Continuing Operations                   
                (Details)                                                        
97: R102        Income Taxes - Schedule of Income Tax               HTML     80K 
                Reconciliation (Details)                                         
141: R103        Income Taxes - Schedule of Tax effects of           HTML     96K  
                Temporary Differences Affecting Deferred Tax                     
                Assets and Deferred Tax Liabilities (Details)                    
69: R104        Income Taxes - Summary of Valuation Allowance       HTML     50K 
                Activity (Details)                                               
45: R105        Share-Based Payment Awards - Narrative (Details)    HTML     88K 
99: R106        Share-Based Payment Awards - Schedule of Stock      HTML     94K 
                Option Activity (Details)                                        
143: R107        Share-Based Payment Awards - Summary of Non-vested  HTML     68K  
                Restricted Stock Unit Activity (Details)                         
66: R108        Share-Based Payment Awards - Schedule of Fair       HTML     52K 
                Value Assumptions of Market-based Awards (Details)               
49: R109        Share-Based Payment Awards - Summary of             HTML     62K 
                Compensation Cost related to Share-based Payments                
                (Details)                                                        
27: R110        Commitments and Contingencies - Summary of          HTML     54K 
                Commitments, Guarantees and Contingencies                        
                (Details)                                                        
75: R111        Commitments and Contingencies - Narrative           HTML     80K 
                (Details)                                                        
127: R112        Derivative Instruments - Cash Flow Hedges of        HTML     54K  
                Interest Rate Swaps (Details)                                    
109: R113        Derivative Instruments - Non-designated Hedges      HTML     53K  
                Interest Rate Swaps (Details)                                    
26: R114        Derivative Instruments - Derivative Instruments in  HTML     62K 
                Designated Cash Flow Hedging Relationships                       
                (Details)                                                        
74: R115        Earnings Per Share (?EPS?) - Schedule of            HTML     86K 
                Reconciliation of Income from Continuing                         
                Operations and Computation of Earnings per Share                 
                (Details)                                                        
125: R116        Earnings Per Share (?EPS?) - Narrative (Details)    HTML     44K  
107: R117        Redeemable Noncontrolling Interest (Details)        HTML     44K  
22: R118        Cessation of Sugar Operations - Summary of Pre-tax  HTML     55K 
                Costs and Remaining Costs Associated with                        
                Restructuring (Details)                                          
77: R119        Cessation of Sugar Operations - Rollforward of      HTML     53K 
                Restructuring Liabilities (Details)                              
149: R120        Segment Results - Narrative (Details)               HTML     60K  
106: R121        Segment Results - Schedule of Operating Segment     HTML    109K  
                Information (Details)                                            
41: R122        Real Estate Acquisitions (Details)                  HTML    112K 
62: R123        Agricultural Land Sale (Details)                    HTML     69K 
148: R124        Goodwill (Details)                                  HTML     58K  
104: R125        Goodwill - Schedule of Goodwill (Details)           HTML     64K  
39: R126        Subsequent Event (Details)                          HTML     53K 
60: R127        Unaudited Summarized Quarterly Information          HTML     81K 
                (Details)                                                        
151: R128        Schedule III - Real Estate and Accumulated          HTML    448K  
                Depreciation (Details)                                           
102: R129        Schedule III - Real Estate and Accumulated          HTML     60K  
                Depreciation - Reconciliations (Details)                         
37: R9999       Uncategorized Items - a201910-kdoc.htm              HTML     41K 
56: XML         IDEA XML File -- Filing Summary                      XML    285K 
73: XML         XBRL Instance -- a201910-kdoc_htm                    XML   6.40M 
105: EXCEL       IDEA Workbook of Financial Reports                  XLSX    190K  
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16: EX-101.LAB  XBRL Labels -- alex-20191231_lab                     XML   3.48M 
17: EX-101.PRE  XBRL Presentations -- alex-20191231_pre              XML   2.24M 
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58: ZIP         XBRL Zipped Folder -- 0001545654-20-000007-xbrl      Zip    777K

‘EX-10.B.1(XXXII)’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  Exhibit  


ALEXANDER & BALDWIN, INC. EXCESS BENEFITS PLAN

AMENDMENT NO. 2

The Alexander & Baldwin, Inc. Excess Benefits Plan, effective June 29, 2012, hereinafter referred to as the “Plan,” is hereby amended effective on and after January 1, 2020, as follows:

1.    Section 1.01 shall be deleted in its entirety and replaced with the following:

1.01. Establishment of Plan. Pursuant to a corporate reorganization, Alexander & Baldwin, Inc., a Hawaii corporation incorporated in 1900 (“Original A&B”), became a wholly-owned subsidiary of Alexander & Baldwin Holdings, Inc. (“Holdings”) and Original A&B was converted into Alexander & Baldwin, LLC. As part of the reorganization, Holdings assumed all the liabilities under the A&B Excess Benefits Plan (the “Prior Plan”). On the Distribution Date (as defined below), Holdings separated from Alexander & Baldwin, Inc., a Hawaii corporation incorporated in 2012 (“A&B”), and the Alexander & Baldwin, Inc. Excess Benefits Plan (the “Plan”) was established effective as of the Distribution Date. As part of the separation from Holdings, A&B has assumed that the portion of the liabilities of the Prior Plan attributable to “New A&B Participants” (as defined in the Employee Matters Agreement by and between Holdings and A&B dated as of June 8, 2012) (the “Assumed Liabilities”). On and after the Distribution Date, all participants’ Assumed Liabilities shall be payable from this Plan rather than the Prior Plan. Effective as of the close of business on December 31, 2019, each Participant’s account balance maintained under Section 4.03 of the Plan is frozen with respect to any and all accruals, contributions or credits other than interest or investment crediting options described in Section 4.03(a) of the Plan.

2.    Section 4.03 shall be deleted in its entirety and replaced with the following:

4.03. Maintenance of Accounts. The Administrator shall establish and maintain an individual account for each Participant. For all calendar years beginning prior to January 1, 2020, the Administrator shall annually credit to a Participant’s account as of the end of each year an amount equal to the difference between (i) the employer contribution and forfeitures that would have been allocated to such Participant’s account under the A&B Profit Sharing Plan with respect to such year were such allocation to be made without regard to the limitations of Sections 401(a)(17) and 415 of the Code and (ii) the amount actually allocated to such Participant’s account after having taken such limitations into account. For the purposes of this Plan, the benefit to which the Participant is entitled under the A&B Profit Sharing Plan shall be determined by including as part of the Participant’s compensation all deferred base salary. Subject to the provisions stated below, and pursuant to procedures determined by the Committee, or by the committee or individual(s) to which such authority is delegated, the Participant may make an election (“Conversion Election”) to have all or any portion of the amount that is credited to his account, converted into common stock-equivalent units which will be valued from time to time on the basis of the Fair Market Value of Original A&B common stock. Notwithstanding the foregoing, effective February 1, 2012, a Participant may not make a Conversion Election with respect to amounts credited to his account under the Plan, and all existing common stock equivalent units in a Participant’s account will be converted to cash credits equal to the Fair Market Value of an equivalent number of shares of Original A&B common stock as of the first day of the month after A&B notifies all affected Participants of such conversion or such later date as required by any applicable securities laws (the “Conversion Date”). Effective as of the Conversion Date, the portion of a Participant’s account so converted to cash credits shall begin to earn interest in accordance with paragraph (a) below and shall cease earning dividend-equivalent credits in accordance with paragraph (b) below.

From time to time, the value of each account shall be adjusted to reflect an investment return on the balance credited to such account, and such value and adjustments periodically shall be communicated to each Participant. Such periodic valuation shall be made as follows:

(a)Profit Sharing Cash Account.
  
(1)    Except as otherwise provided below in Section 4.3(a)(2), the portion of the Participant’s account valued in cash shall be credited with interest, compounded annually, at an annual rate equal to 1% above the New York Federal Reserve Bank discount rate in effect as of the date interest is computed and credited. Interest shall be computed and credited as of such date and on such account balance as specified by the Administrator. In the absence of such specifications, interest shall be credited and computed as of January 1 of each year on the balance of the account on the preceding January 1 or, if payments have been made out of an account during the preceding year, on the average balance of that account during the preceding year.

(2)    The Administrator shall have the power, in its sole discretion, to replace the interest crediting in paragraph (1) above with investment crediting options for a Participant’s account and the Administrator may provide a Participant with the right to select from investment crediting options selected by the Administrator. The Administrator shall have sole discretion to determine the type of investments (such as mutual funds, bonds, money-market accounts, etc.) that shall be the investment crediting options available to Participants under the Plan. All investment crediting options will be merely bookkeeping entries to track the value of a Participant’s Account and shall not give the Participant any ownership interest, security or other rights to any specific property of the Employer. All investment crediting, whether earnings or losses, will be credited to the Participant’s account in accordance with such procedures as are established by the Administrator, but no later than December 31st of the year in which the investment crediting is earned.

(b)    Common Stock-Equivalent Units

(1)     The common stock-equivalent units will be credited, at the time dividends are paid on outstanding shares of Original A&B common stock, with an amount (“dividend equivalent credits”) equal to the dividends which otherwise would be paid if the number of common stock-equivalent units in the Participant’s account were actually outstanding shares of Original A&B common stock.

(2)    Dividend-equivalent credits will be applied in the manner of a dividend reinvestment plan to purchase additional common stock-equivalent units valued at Fair Market Value on the applicable dividend payment date.

(3)    Pursuant to procedures determined by the Committee, or by the committee or individual(s) to which such authority is delegated, a Participant may elect to have all or a portion of the Participant’s common stock-equivalent units converted into cash on the basis of the Fair Market Value (at date of conversion) of the shares of Original A&B common stock represented by such units; provided, however, that Participants may not make such an election if they are Section 16 Insiders at the time of such election. Any portion so converted to cash shall begin to earn interest in accordance with paragraph (a) above, and shall stop earning dividend-equivalent credits.

(4)    Any common stock-equivalent units credited to a Participant’s account shall automatically be converted into cash, on the basis of the Fair Market Value (at the date of conversion) of the shares of Original A&B common stock represented by such units, upon the Participant’s Separation from Service with the Employer for any reason. Any amounts so converted to cash shall begin to earn interest in accordance with paragraph (a) above.

The account of each Participant shall be entered on the employer’s books as a liability, payable when due out of general assets. The Employer may establish and maintain a “rabbi” trust, which shall be an irrevocable grantor trust in which the Employer may deposit amounts for the payment of benefits pursuant to the terms and conditions of the Plan. The rabbi trust assets shall be subject to the claims of the Employer’s creditors in the event of the Employer’s bankruptcy or insolvency, until paid to the Participant (or Beneficiary(ies), if applicable). The “rabbi” trust shall be part of an unfunded arrangement providing deferred compensation to a select group of management or highly compensated employees for purposes of Title I of ERISA.

For the avoidance of doubt, as of close of business on December 31, 2019, a Participant’s Account shall receive no additional accruals, contributions, or credits other than the interest or gains and losses from investment crediting options under Section 4.03 for any calendar year beginning on or after January 1, 2020.

IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this Amendment to be
executed on its behalf by its duly authorized officers on this 20th day of December, 2019.


ALEXANDER & BALDWIN, INC.


By: /s/ Nelson N. S. Chun
Its Senior Vice President


By: /s/ Alyson J. Nakamura
Its Secretary
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:2/27/20
Filed on:2/26/208-K
1/1/20
For Period end:12/31/19
6/29/123,  4,  4/A,  S-8
6/8/1210-12B/A,  8-K,  CORRESP
2/1/12
 List all Filings 

7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Alexander & Baldwin, Inc.         10-K       12/31/23  144:20M
 3/01/23  Alexander & Baldwin, Inc.         10-K       12/31/22  141:21M
 4/26/22  Alexander & Baldwin, Inc.         S-8         4/26/22    4:97K
 2/25/22  Alexander & Baldwin, Inc.         10-K       12/31/21  143:22M
 8/13/21  Alexander & Baldwin, Inc.         424B5                  1:525K                                   Toppan Merrill/FA
 8/13/21  Alexander & Baldwin, Inc.         S-3ASR      8/13/21    5:559K                                   Toppan Merrill/FA
 2/26/21  Alexander & Baldwin, Inc.         10-K       12/31/20  143:21M
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