Alexander & Baldwin(ALEX) - 2023 Q4 - Annual Report

PART I ITEM 1. BUSINESS Alexander & Baldwin, Inc. (A&B) is a fully integrated REIT focused on commercial real estate in Hawai'i, owning the largest grocery-anchored, neighborhood shopping center portfolio in the state... - A&B is a fully integrated REIT with a history in Hawai'i dating back to 1870, now focused on commercial real estate and owning the largest grocery-anchored, neighborhood shopping center portfolio in the state[10] - The company's business objective is to create long-term shareholder value and sustainable income by strategically acquiring, managing, and enhancing a premier portfolio of commercial real estate properties in Hawai'i[12] - A&B operates two segments: Commercial Real Estate (CRE), focused on owning, operating, and leasing retail, industrial, and urban ground leases, and Land Operations, which includes legacy landholdings and assets subject to simplification and monetization[14] - In November 2023, the Company completed the sale of its interests in Grace Pacific and Company-owned quarry land on Maui (Grace Disposal Group), classifying these as discontinued operations[16] - The company is subject to various federal, state, and local laws and regulations, including tax laws like §1031 of the Internal Revenue Code for tax-deferral treatment on real estate sales[17][19] - ESG principles are an integral part of the Company's corporate culture, with initiatives in environmental stewardship (e.g., PV systems, energy efficiency, water conservation), social responsibility (e.g., competitive compensation, DEI programs, community engagement), and strong corporate governance[20][21][24][29][32] Overview This section provides a general overview of the company's business and market position Business Objectives and Strategies The company aims to create long-term shareholder value through strategic real estate acquisition and management Segment Reporting A&B operates two segments: Commercial Real Estate (CRE) and Land Operations Revenue Concentration This section details the primary sources and concentration of the company's revenue streams Discontinued Operations Information on operations that have been disposed of or are classified as held for sale Compliance with Government Regulations The company adheres to various federal, state, and local laws and regulations, including tax provisions Environmental, Social, and Governance A&B integrates ESG principles into its corporate culture, focusing on sustainability and responsible practices Environmental Stewardship Initiatives focus on energy efficiency, renewable energy, and water conservation across properties Social Responsibility - Human Capital Resources Commitment to employee well-being, competitive compensation, and fostering a positive work environment Diversity, Equity, and Inclusion ("DEI") Programs and policies are in place to promote a diverse, equitable, and inclusive workplace culture Corporate Governance and Compliance Ensuring strong oversight, ethical conduct, and adherence to regulatory requirements Available Information Details on where to access public filings and other company-related information Commercial Real Estate Portfolio as of December 31, 2023 | Property Type | Count | Gross Leasable Area (GLA) | Leased Occupancy | | :------------ | :---- | :------------------------ | :--------------- | | Retail Centers | 22 | 3.9 million sq ft | 94.7% | | Industrial Assets | 13 | | | | Office Properties | 4 | | | | Commercial Land | 142.0 acres | | | ITEM 1A. RISK FACTORS The company faces risks related to REIT status, operations, and segments, including economic and regulatory challenges - Risks related to REIT status include the complexity of maintaining qualification, potential adverse tax changes, requirements to sell assets or borrow funds to meet distribution requirements, and the non-guaranteed nature of cash distributions[39][45][52][57] - General business risks include adverse economic conditions in Hawai'i, increased competition, illiquidity of non-strategic assets, difficulties in obtaining operating and development capital, increasing interest rates, significant inflation, changes in regulations, cybersecurity breaches, system failures, natural disasters, political/public health crises, and legal proceedings[42][62][64][65][66][69][70][72][75][78][79][82][83] - Risks specific to the Commercial Real Estate segment include declining profitability due to tenant issues (bankruptcy, loss of key tenants, shift to online shopping), inability to renew leases, increased operating expenses, and co-tenancy/go-dark provisions[43][86][87][88][89][90][91][93] - Risks for the Land Operations segment include construction and development risks, regulatory restrictions on development, warranty and construction defect claims, and the lack of water for agricultural irrigation impacting financial obligations[102][103][104][106][107] Risk Factors Summary A concise overview of the most significant risks that could impact the company's business and financial results Risks Related to REIT Status Potential challenges and compliance requirements associated with maintaining the company's REIT qualification Risks Related to Our Business General operational and market risks, including economic conditions, competition, and capital access Risks Related to Our Commercial Real Estate Segment Specific risks impacting the CRE segment, such as tenant issues, market shifts, and operating expenses Risks Related to Our Land Operations Segment Risks associated with land development, regulatory restrictions, and environmental factors like water availability ITEM 1B. UNRESOLVED STAFF COMMENTS The company reported no unresolved staff comments from the SEC - There are no unresolved staff comments[108] ITEM 1C. CYBERSECURITY The company prioritizes cybersecurity risk management, with ongoing evaluations and Board oversight - Cybersecurity risk management is a focus area, with ongoing evaluations by the Technology department and external firms to improve posture and address evolving threats[108] - The Board of Directors, through its Audit Committee, oversees cybersecurity risks, receiving regular reports from the Chief Technology Officer (CTO)[109][110] - A multifaceted security training program for employees includes semi-annual mandatory training, successive tests to thwart attacks, and security awareness assessments as part of annual reviews[111] - The Company does not believe that any cybersecurity threats to date have materially affected or are reasonably likely to materially affect its business strategy, results of operations, or financial conditions[111] ITEM 2. DESCRIPTION OF PROPERTIES BY SEGMENT The company's property portfolio is divided into Commercial Real Estate and Land Operations, detailing asset classes and occupancy - The Commercial Real Estate segment owns and operates 22 retail centers, 13 industrial assets, and 4 office properties in Hawai'i, totaling 3.9 million square feet of Gross Leasable Area (GLA)[115] - As of December 31, 2023, the improved portfolio leased occupancy was 94.7%[117] - The Land Operations segment includes legacy landholdings and assets, with one remaining active core real estate development-for-sale project, Maui Business Park (Phase II) (MBP II)[124][127] - The company completed the sale of its ownership interest in Kahului Trucking & Storage, Inc. (KT&S) in Q1 2023, as part of its simplification efforts[129] Commercial Real Estate Details on the retail, industrial, and office properties, including gross leasable area and occupancy rates Asset classes Categorization of properties within the CRE segment, such as retail, industrial, and office Improved properties Information on developed properties, including their size, location, and occupancy metrics Ground leases Overview of the company's commercial ground lease portfolio, including terms and annual base rent GLA by Asset Class and Location (December 31, 2023) | | Oahu | Maui | Kauai | Hawai'i Island | Total | |:---|:---|:---|:---|:---|:---| | Retail | 1,710,700 | 285,900 | 285,100 | 222,300 | 2,504,000 | | Industrial | 969,300 | 163,600 | 64,600 | 86,700 | 1,284,200 | | Office | 37,100 | 108,600 | — | — | 145,700 | | Total | 2,717,100 | 558,100 | 349,700 | 309,000 | 3,933,900 | Commercial Ground Leases (December 31, 2023) | Property Name | Location (City, Island) | Acres | Property Type | Exp. Year | Current ABR (in thousands) | |:---|:---|:---|:---|:---|:---|\n| Windward City Shopping Center | Kaneohe, Oahu | 15.4 | Retail | 2035 | $3,886 | | Owner/Operator | Kapolei, Oahu | 36.4 | Industrial | 2025 | $3,300 | | Owner/Operator | Honolulu, Oahu | 9.0 | Retail | 2045 | $2,075 | | Kaimuki Shopping Center | Honolulu, Oahu | 2.8 | Retail | 2040 | $2,039 | | S&F Industrial | Pu'unene, Maui | 52.0 | Heavy Industrial | 2059 | $1,275 | | Owner/Operator | Kaneohe, Oahu | 3.7 | Retail | 2048 | $1,059 | | Pali Palms Plaza | Kailua, Oahu | 3.3 | Office | 2037 | $992 | | Windward Town and Country Plaza I | Kailua, Oahu | 3.4 | Retail | 2062 | $963 | | Windward Town and Country Plaza II | Kailua, Oahu | 2.2 | Retail | 2062 | $621 | | Kailua Post Office | Kailua, Oahu | 1.2 | Retail | MTM | $555 | | Owner/Operator | Kailua, Oahu | 1.9 | Retail | 2034 | $450 | | Owner/Operator | Honolulu, Oahu | 0.5 | Retail | 2028 | $385 | | Owner/Operator | Honolulu, Oahu | 0.5 | Parking | 2028 | $359 | | Owner/Operator | Kahului, Maui | 0.8 | Retail | 2026 | $272 | | Seven-Eleven Kailua Center | Kailua, Oahu | 0.9 | Retail | 2033 | $263 | | Owner/Operator | Honolulu, Oahu | 0.7 | Industrial | 2027 | $252 | | Owner/Operator | Kahului, Maui | 0.8 | Industrial | 2025 | $238 | | Owner/Operator | Kahului, Maui | 0.4 | Retail | 2027 | $186 | | Owner/Operator | Kailua, Oahu | 0.4 | Retail | 2025 | $183 | | Owner/Operator | Kahului, Maui | 0.9 | Retail | 2025 | $146 | | Remainder | Various | 4.8 | Various | Various | $875 | | Total - Ground Leases | | 142.0 | | | $20,374 | Land Operations Information on legacy landholdings, development-for-sale projects, and ongoing asset monetization efforts Real Estate Investments Details on the company's various landholdings, including acreage and carrying values Land Operations Real Estate Investments (December 31, 2023) | Real Estate Investments | Acres | Carrying Value (in millions) | |:---|:---|:---|\n| Kapolei Business Park West | 3 | $6.2 | | Maui Business Park II | 50 | $20.4 | | Other real estate development | 192 | $37.7 | | Agricultural land | 2,680 | $0.2 | | Urban land, not in active development | 16 | — | | Conservation & preservation | 764 | $0.9 | | Investments in real estate joint ventures and partnerships | N/A | $6.9 | | Total real estate investments, net | 3,705 | $72.3 | Core Real Estate Development-for-sale Projects Focus on key development projects intended for sale, such as Maui Business Park II Sale of Legacy Businesses Updates on the divestiture of non-core assets as part of the company's simplification strategy ITEM 3. LEGAL PROCEEDINGS Information regarding legal proceedings and other contingencies is incorporated by reference from Note 10 - Legal proceedings and other contingencies are detailed in Note 10 – Commitments and Contingencies of the financial statements[130] ITEM 4. MINE SAFETY DISCLOSURES Information concerning mine safety violations or other regulatory matters is included in Exhibit 95 - Mine safety disclosures are provided in Exhibit 95 of the Form 10-K[131] PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Details on common stock market, dividend policy as a REIT, and recent share repurchase programs - Alexander & Baldwin, Inc. common stock is listed on the New York Stock Exchange under the ticker symbol ALEX[134] - As a REIT, the Company is generally required to distribute at least 90% of its REIT taxable income to its shareholders[135] - A new share repurchase plan authorizing up to $100.0 million of common stock began on January 1, 2024, and ends on December 31, 2025[136][137] Market Information Overview of the company's common stock listing and trading on the New York Stock Exchange Dividends Information on the company's dividend policy and distribution requirements as a REIT Issuer Purchases of Equity Securities Details on share repurchase activities, including quantities, prices, and remaining authorization Issuer Purchases of Equity Securities (Q4 2023) | Execution Date | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) | |:---|:---|:---|:---|:---|\n| October 1-31, 2023 | 89,781 | $16.34 | 458,501 | $142,400 | | November 1-30, 2023 | — | $— | 458,501 | $142,400 | | December 1-31, 2023 | — | $— | 458,501 | $— | | Total | 89,781 | $16.34 | 458,501 | $— | ITEM 6. RESERVED This item is reserved and contains no information ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MD&A details financial condition, results, liquidity, and capital resources for fiscal years 2023 and 2022 - Operating revenue decreased by 9.4% primarily due to lower land sales and legacy business activities, partially offset by higher rental income from the Commercial Real Estate segment[152] - Net income attributable to A&B significantly improved from a loss of $50.6 million in 2022 to a profit of $29.8 million in 2023, largely due to a substantial reduction in loss from discontinued operations[151] - Cash provided by operating activities from continuing operations increased by $8.3 million to $75.5 million in 2023, driven by CRE operations and asset monetization, and lower pension contributions[198] - The company believes its liquidity sources (operating cash flows, cash equivalents, and credit facilities) are sufficient to meet short-term and long-term business requirements[195] - Capital expenditures for continuing operations totaled $31.2 million in 2023, primarily for CRE property acquisitions, development, redevelopment, and maintenance[204] - The company expects 2024 capital expenditures (excluding potential acquisitions) to be $49.0 million - $58.0 million, with the majority allocated to the Commercial Real Estate segment[206] Forward-Looking Statements Cautionary statements regarding future expectations and potential risks that may affect actual results Introduction and Objective This section introduces the MD&A and outlines its purpose in explaining financial performance Business Overview A summary of the company's operations, market position, and strategic focus within its segments Consolidated Results of Operations Analysis of the company's overall financial performance, including revenue, expenses, and net income Consolidated Results of Operations (2023 vs. 2022) | Metric (in millions) | 2023 | 2022 | Favorable (Unfavorable) Change ($) | % Change | |:---|:---|:---|:---|:---|\n| Operating revenue | $208.9 | $230.5 | $(21.6) | (9.4)% | | Cost of operations | $(106.6) | $(132.9) | $26.3 | 19.8% | | Selling, general and administrative | $(34.0) | $(35.9) | $1.9 | 5.3% | | Impairment of assets | $(4.8) | $— | $(4.8) | —% | | Gain (loss) on disposal of non-core assets, net | $1.1 | $54.0 | $(52.9) | (98.0)% | | Operating income (loss) | $64.6 | $115.7 | $(51.1) | (44.2)% | | Income (loss) from continuing operations | $40.8 | $37.1 | $3.7 | 10.0% | | Income (loss) from discontinued operations (net of income taxes) | $(7.8) | $(86.6) | $78.8 | 91.0% | | Net income (loss) attributable to A&B | $29.8 | $(50.6) | $80.4 | NM | | Basic earnings (loss) per share of common stock | $0.41 | $(0.70) | $1.11 | NM | | Diluted earnings (loss) per share of common stock | $0.41 | $(0.70) | $1.11 | NM | | Funds From Operations ("FFO") | $79.4 | $73.4 | $6.0 | 8.2% | | Core FFO | $85.3 | $82.2 | $3.1 | 3.8% | Analysis of Operating Revenue and Profit by Segment Detailed breakdown of financial performance for Commercial Real Estate and Land Operations segments Commercial Real Estate Financial results, portfolio changes, leasing activity, and occupancy rates for the CRE segment Financial results Key financial metrics and performance indicators specific to the Commercial Real Estate segment Commercial Real Estate portfolio acquisitions, transfers, and dispositions Changes in the CRE portfolio due to acquisitions, internal transfers, and asset sales Leasing activity Overview of new leases, renewals, and lease expirations within the commercial properties Occupancy Analysis of leased space percentages and trends across the Commercial Real Estate portfolio Land Operations Trends, events, uncertainties, and financial results impacting the Land Operations segment Trends, events and uncertainties Factors influencing the Land Operations segment, including market conditions and regulatory changes Financial results Key financial metrics and performance indicators specific to the Land Operations segment Use of Non-GAAP Financial Measures Explanation and reconciliation of non-GAAP financial measures used by management to assess performance Liquidity and Capital Resources Assessment of the company's ability to meet its financial obligations and fund operations and investments Overview General summary of the company's liquidity position and capital management strategy Known contractual obligations Details of significant contractual commitments, including debt, leases, and other long-term liabilities Sources of liquidity Identification of primary cash flow sources, credit facilities, and other available funds Other uses (or sources) of liquidity Additional factors impacting cash flow, such as capital expenditures, dividends, and asset sales Other capital resource matters Discussion of other aspects related to capital management, including debt covenants and financing strategies Trends, events and uncertainties Factors that could influence the company's future liquidity and capital resource availability Critical Accounting Estimates Key accounting judgments and assumptions that significantly impact the financial statements Assets and Liabilities Held for Sale Accounting treatment and valuation of assets and liabilities designated for sale Discontinued Operations Methodology for reporting and presenting financial results of discontinued business segments Impairment Policies and procedures for assessing and recognizing impairment losses on long-lived assets New Accounting Pronouncements Impact of recently issued accounting standards on the company's financial reporting ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The company manages interest rate risk through a mix of fixed and variable-rate debt and interest rate swaps - The Company is exposed to interest rate risk from its borrowing activities and manages this through a balanced mix of fixed-rate and variable-rate debt, and interest rate swaps[223] Debt Exposure to Interest Rate Risk (December 31, 2023) | Liability Type | 2024 (in millions) | 2025 (in millions) | 2026 (in millions) | 2027 (in millions) | 2028 (in millions) | Thereafter (in millions) | Fair Value at Dec 31, 2023 (in millions) | |:---|:---|:---|:---|:---|:---|:---|:---|\n| Fixed-rate debt | $427.1 | $265.1 | $224.6 | $155.4 | $114.3 | $68.0 | $414.9 | | Weighted average interest rate on remaining fixed-rate principal | 4.23% | 4.24% | 4.12% | 4.11% | 3.91% | 3.57% | | | Variable-rate debt | $37.0 | $37.0 | $— | $— | $— | $— | $37.6 | | Weighted average interest rate on remaining variable principal | 6.50% | 6.50% | —% | —% | —% | —% | | Interest Rate Swap Agreements (December 31, 2023) | Swap Type | 2024 (in millions) | 2025 (in millions) | 2026 (in millions) | 2027 (in millions) | 2028 (in millions) | Thereafter (in millions) | Fair Value at Dec 31, 2023 (in millions) | |:---|:---|:---|:---|:---|:---|:---|:---|\n| Variable to fixed remaining notional | $52.7 | $50.9 | $49.0 | $47.1 | $45.1 | $43.0 | $4.1 | | Average pay fixed rate | 3.14% | 3.14% | 3.14% | 3.14% | 3.14% | 3.14% | | | Average receive rate | 6.70% | 6.70% | 6.70% | 6.70% | 6.70% | 6.70% | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA This section presents audited consolidated financial statements, supplementary data, and detailed notes for fiscal years 2023-2021 - The financial statements include Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Cash Flows, and Consolidated Statements of Equity and Redeemable Noncontrolling Interest[228] - The financial statements were audited by Deloitte & Touche LLP, who expressed an unqualified opinion on the financial statements and the effectiveness of internal control over financial reporting as of December 31, 2023[231][232] - Notes to Consolidated Financial Statements provide detailed information on various accounting aspects, including significant accounting policies, real estate property, acquisitions, investments in affiliates, allowances, fair value measurements, notes payable, derivative instruments, commitments and contingencies, revenue and contract balances, leases, share-based payment awards, employee benefit plans, income taxes, earnings per share, accumulated other comprehensive income (loss), segment results, sale of business, held for sale and discontinued operations, and subsequent events[228] Report of Independent Registered Public Accounting Firm The auditor's opinion on the fairness of the financial statements and effectiveness of internal controls Consolidated Balance Sheets Presents the company's financial position, including assets, liabilities, and equity, at specific dates Consolidated Statements of Operations Reports the company's revenues, expenses, gains, and losses over a period, leading to net income Consolidated Statements of Comprehensive Income (Loss) Details changes in equity from non-owner sources, including net income and other comprehensive income Consolidated Statements of Cash Flows Summarizes cash inflows and outflows from operating, investing, and financing activities Consolidated Statements of Equity and Redeemable Noncontrolling Interest Reports changes in shareholders' equity and noncontrolling interests over the reporting period Notes to Consolidated Financial Statements Provides detailed explanations and supplementary information for items presented in the financial statements 1. Background and Basis of Presentation Overview of the company's operations and the accounting principles used in financial statement preparation 2. Significant Accounting Policies Details the key accounting methods and principles applied in preparing the financial statements 3. Real Estate Property, Net Information on the company's real estate assets, including cost, accumulated depreciation, and net book value 4. Real Estate Acquisitions and Intangible Assets, Net Details on property acquisitions and associated intangible assets, including their valuation and amortization 5. Investments in Affiliates Information on the company's equity method investments in unconsolidated entities 6. Other Receivables and Allowances and Other Reserves Details on various receivables, valuation allowances, and other reserves held by the company 7. Fair Value Measurements Information on assets and liabilities measured at fair value, including valuation techniques and inputs 8. Notes Payable and Other Debt Details on the company's borrowing arrangements, including terms, interest rates, and maturities 9. Derivative Instruments Information on derivative financial instruments used for hedging and their impact on financial statements 10. Commitments and Contingencies Details on contractual obligations, legal proceedings, and other potential future liabilities 11. Revenue and Contract Balances Accounting policies and disaggregation of revenue, along with information on contract assets and liabilities 12. Leases - The Company as a Lessor Information on the company's leasing arrangements where it acts as the lessor, including rental income 13. Leases - The Company as a Lessee Details on the company's lease obligations where it acts as the lessee, including right-of-use assets 14. Share-based Payment Awards Information on equity compensation plans, including stock options and restricted stock units 15. Employee Benefit Plans Details on the company's pension, post-retirement, and other employee benefit plans 16. Income Taxes Information on current and deferred income taxes, effective tax rates, and tax-related contingencies 17. Earnings Per Share ("EPS") Calculation of basic and diluted earnings per share, including weighted-average shares outstanding 18. Accumulated Other Comprehensive Income (Loss) Components of accumulated other comprehensive income, such as unrealized gains/losses on derivatives 19. Segment Results Financial performance and assets attributed to the Commercial Real Estate and Land Operations segments 20. Sale of Business Details on the divestiture of business units, including financial impacts and transaction terms 21. Held for Sale and Discontinued Operations Accounting and reporting for assets and operations classified as held for sale or discontinued 22. Subsequent Events Significant events occurring after the balance sheet date but before financial statement issuance ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The company reported no changes in or disagreements with accountants on accounting and financial disclosure matters - There were no changes in or disagreements with accountants on accounting and financial disclosure[436] ITEM 9A. CONTROLS AND PROCEDURES Management concluded disclosure controls were effective, with no material changes in internal control over financial reporting - The company's disclosure controls and procedures were effective as of December 31, 2023[437] - No material changes in internal control over financial reporting occurred during the fiscal fourth quarter[437] - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2023, using the COSO framework and concluded it was effective[440] - Deloitte & Touche LLP issued an unqualified opinion on the company's internal control over financial reporting as of December 31, 2023[442] Disclosure Controls and Procedures Assessment of the effectiveness of controls ensuring timely and accurate financial reporting Internal Control Over Financial Reporting Management's responsibility for establishing and maintaining effective internal controls over financial reporting Management's Annual Report on Internal Control Over Financial Reporting Management's assessment of the effectiveness of internal control over financial reporting as of year-end Report of Independent Registered Public Accounting Firm The auditor's opinion on the effectiveness of the company's internal control over financial reporting ITEM 9B. OTHER INFORMATION No Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors or officers - None of the Company's directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended December 31, 2023[448] ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS This item is not applicable to the company - This item is not applicable[448] PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information on directors, executive officers, and corporate governance practices is incorporated by reference from the Proxy Statement - Information about directors, executive officers, and corporate governance is incorporated by reference from the 2024 Annual Meeting of Shareholders Proxy Statement[450][451][455] - Key executive officers as of February 14, 2024, include Meredith J. Ching (EVP, External Affairs), Clayton K. Y. Chun (EVP, CFO, and Treasurer), Derek T. Kanehira (SVP, Human Resources), Scott G. Morita (VP and Corporate Counsel), Lance K. Parker (CEO and President), Jeffrey W. Pauker (EVP, Chief Investment Officer), and Anthony J. Tommasino (VP and Controller)[452][453] Directors Details on the composition of the Board of Directors and their qualifications Executive Officers Profiles of the company's senior management team and their respective roles Corporate Governance Overview of the company's governance structure, policies, and committee responsibilities Code of Ethics Principles and standards of conduct guiding the company's employees, officers, and directors ITEM 11. EXECUTIVE COMPENSATION Information regarding executive compensation and director compensation is incorporated by reference from the Proxy Statement - Executive compensation and director compensation information is incorporated by reference from the 2024 Proxy Statement[455] ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Details on security ownership by beneficial owners and management, and equity compensation plan information - Security ownership information is incorporated by reference from the 2024 Proxy Statement[455] Securities Authorized for Issuance Under Equity Compensation Plans Information on shares available for future issuance under the company's equity compensation plans Securities Authorized for Issuance Under Equity Compensation Plans (December 31, 2023) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |:---|:---|:---|:---|\n| Equity compensation plans approved by security holders | — | $0.00 | 3,028,189 | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information on related party transactions and director independence is incorporated by reference from the Proxy Statement - Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2024 Proxy Statement[458] ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Information concerning principal accounting fees and services is incorporated by reference from the Proxy Statement - Information concerning principal accounting fees and services is incorporated by reference from the 2024 Proxy Statement[458] PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES This section lists financial statements, schedules, and exhibits required by Regulation S-K, with many incorporated by reference - The financial statements are set forth in Item 8 of Part II[460] - Schedule III – Real Estate and Accumulated Depreciation is provided for Alexander & Baldwin, Inc. as of December 31, 2023[462] - A comprehensive list of exhibits required by Item 601 of Regulation S-K is provided, including plans of acquisition, articles of incorporation, bylaws, instruments defining security holder rights, and material contracts[467][468][469] Financial Statements References to the audited consolidated financial statements presented in Item 8 of Part II Financial Statement Schedules Includes Schedule III – Real Estate and Accumulated Depreciation, providing detailed property information Exhibits Required by Item 601 of Regulation S-K A comprehensive list of legal documents, agreements, and certifications filed with the report ITEM 16. FORM 10-K SUMMARY This item indicates that no Form 10-K summary is provided - No Form 10-K Summary is provided[485] SIGNATURES The report is duly signed by the President and CEO, other officers, and directors of Alexander & Baldwin, Inc - The report is signed by Lance K. Parker, President and Chief Executive Officer, and other authorized persons, including the Chairman of the Board, Chief Financial Officer, Controller, and Directors, as of February 29, 2024[487][488][489]