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 quarter ended June 30, 2001 Commission File Number 33-24180

AMFAC HAWAII, LLC
----------------------------------------------------
(Exact name of registrant as specified in its charter)

Hawaii 36-3109397
(State of organization) (IRS Employer Identification No.)

900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code 312-440-4800

See Table of Additional Registrants Below.

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 [ X ] No [ ]

As of August 10, 2001, all of Amfac Hawaii LLC's membership interest is
solely owned by Northbrook Corporation, an Illinois corporation, and not
traded on a public market.

ADDITIONAL REGISTRANTS (1)

Address, including,
zip code,
Exact name of State or other IRS and telephone number,
registrant as jurisdiction of Employer including area code of
specified in itsincorporation orIdentificationregistrant's principal
Charter organization Number executive offices
- --------------- --------------- ------------ -----------------------

Amfac Land Hawaii 99-0185633 900 North Michigan Avenue
Company, Limited Chicago, Illinois 60611
312/440-4800

Amfac Property Hawaii 99-0150751 900 North Michigan Avenue
Development Corp. Chicago, Illinois 60611
312/440-4800

Amfac Property Hawaii 99-0202331 900 North Michigan Avenue
Investment Chicago, Illinois 60611
Corp. (2) 312/440-4800

H. Hackfeld Hawaii 99-0037425 900 North Michigan Avenue
& Co., Ltd. Chicago, Illinois 60611
312/440-4800

Kaanapali EstateHawaii 99-0176334 900 North Michigan Avenue
Coffee, Inc. Chicago, Illinois 60611
312/440-4800

Kekaha Sugar Hawaii 99-0044650 900 North Michigan Avenue
Company, Chicago, Illinois 60611
Limited 312/440-4800

The Lihue Hawaii 99-0046535 900 North Michigan Avenue
Plantation Chicago, Illinois 60611
Company, 312/440-4800
Limited

Oahu Sugar Hawaii 99-0105277 900 North Michigan Avenue
Company, Chicago, Illinois 60611
Limited 312/440-4800

Pioneer Mill Hawaii 99-0105278 900 North Michigan Avenue
Company, Chicago, Illinois 60611
Limited 312/440-4800

Puna Sugar Hawaii 99-0051215 900 North Michigan Avenue
Company, Chicago, Illinois 60611
Limited 312/440-4800

Waiahole Hawaii 99-0144307 900 North Michigan Avenue
Irrigation Chicago, Illinois 60611
Company, 312/440-4800
Limited

Waikele Golf Hawaii 99-0304744 900 North Michigan Avenue
Club, Inc. Chicago, Illinois 60611
312/440-4800

(1) The Additional Registrants listed are wholly-owned subsidiaries
(except as noted in (2)) of the registrant and are guarantors of
the registrant's Certificate of Land Appreciation Notes due 2008
(the "COLAs").

(2) Effective December 28, 2000, AF Investors, LLC made a capital
contribution to Amfac Property Investment Corp. ("APIC") in return
for 83.33% of the shares of APIC.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements . . . . . . . . . . . . . . . 4

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . 23

PART II. OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . 32

Item 3. Defaults Upon Senior Securities. . . . . . . . . . 37

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 38

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMFAC HAWAII, LLC

Consolidated Balance Sheets

June 30, 2001 and December 31, 2000
(Dollars in Thousands)

JUNE 30, DECEMBER 31,
2001 2000
(Unaudited) (Note 1)
----------- -----------
A S S E T S
- -----------

Current assets:
Cash and cash equivalents . . . . . $ 8,091 9,660
Receivables-net . . . . . . . . . . 1,490 2,648
Inventories . . . . . . . . . . . . 29,645 47,177
Prepaid expenses. . . . . . . . . . 505 120
Escrow deposits and restricted
funds . . . . . . . . . . . . . . 7,838 8,784
-------- --------
Total current assets. . . . . 47,569 68,389
-------- --------

Property, plant and equipment:
Land and land improvements. . . . . 152,598 153,650
Machinery and equipment . . . . . . 44,094 44,251
Construction in progress. . . . . . 174 469
-------- --------
196,866 198,370
Less accumulated depreciation
and amortization. . . . . . . . . 48,921 47,282
-------- --------
147,945 151,088
-------- --------
Deferred expenses, net. . . . . . . . 4,979 5,299
Deferred tax asset. . . . . . . . . . 1,554 --
Other assets. . . . . . . . . . . . . 27,704 27,511
-------- --------
$229,751 252,287
======== ========

AMFAC HAWAII, LLC

Consolidated Balance Sheets - Continued

JUNE 30, DECEMBER 31,
2001 2000
(Unaudited) (Note 1)
----------- -----------
L I A B I L I T I E S
- ---------------------
Current liabilities:
Accounts payable. . . . . . . . . . $ 4,312 5,823
Accrued expenses. . . . . . . . . . 10,549 13,419
Current portion of long-term
debt. . . . . . . . . . . . . . . 3,158 3,286
Current portion of deferred
income taxes. . . . . . . . . . . -- 3,027
Amounts due to affiliates . . . . . 12,990 12,660
Amounts due to affiliates -
Senior Debt financing in default. 185,430 187,095
-------- --------
Total current liabilities . . 216,439 225,310
-------- --------
Amounts due to affiliates -
Senior Debt financing . . . . . . . 5,460 5,460
Accumulated postretirement
benefit obligation. . . . . . . . . 37,585 41,433
Long-term debt. . . . . . . . . . . . 23,537 23,735
Other long-term liabilities . . . . . 12,248 15,092
Deferred income taxes . . . . . . . . 3,526 4,174
Certificate of Land Appreciation
Notes . . . . . . . . . . . . . . . 139,413 139,413
-------- --------
Total liabilities . . . . . . 438,208 454,617
-------- --------
Commitments and contingencies
(notes 2, 3, 4, 6, 7 and 8)

Investment in unconsolidated entity,
at equity . . . . . . . . . . . . . 7,824 7,628

M E M B E R ' S E Q U I T Y (D E F I C I T )
- ------------------------------------------------

Member's equity (deficit) . . . . . . (216,281) (209,958)
-------- --------
Total Member's equity
(deficit) . . . . . . . . . (216,281) (209,958)
-------- --------
$229,751 252,287
======== ========

The accompanying notes are an integral part
of the consolidated financial statements.

<table>
AMFAC HAWAII, LLC

Consolidated Statements of Operations

Three and Six Months Ended June 30, 2001 and 2000
(Dollars in Thousands)
(Unaudited)
<caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
---------------------- ----------------------
2001 2000 2001 2000
-------- -------- -------- --------
<s> <c> <c> <c> <c>
Revenue:
Agriculture . . . . . . . . . . . . . . . . . . $ 432 6,587 2,997 12,802
Property. . . . . . . . . . . . . . . . . . . . 5,007 711 24,329 5,770
Golf. . . . . . . . . . . . . . . . . . . . . . 1,075 3,743 2,322 8,403
-------- -------- -------- --------
6,514 11,041 29,648 26,975
-------- -------- -------- --------
Cost of sales:
Agriculture . . . . . . . . . . . . . . . . . . 671 9,231 1,413 15,472
Property. . . . . . . . . . . . . . . . . . . . 1,954 184 21,441 4,159
Golf. . . . . . . . . . . . . . . . . . . . . . 807 2,184 1,585 4,601
-------- -------- -------- --------
3,432 11,599 24,439 24,232
Operating expenses:
Selling, general and administrative . . . . . . 2,336 2,040 4,459 4,336
Depreciation and amortization . . . . . . . . . 739 1,313 1,663 2,651
-------- -------- -------- --------
Total costs and expenses. . . . . . . . . . . . . 6,507 14,952 30,561 31,219

Operating income (loss) . . . . . . . . . . . . . 7 (3,911) (913) (4,244)
-------- -------- -------- --------
Non-operating income (expenses):
Amortization of deferred costs. . . . . . . . . (175) (212) (351) (423)
Interest expense. . . . . . . . . . . . . . . . (6,213) (8,722) (12,932) (16,728)
Interest income . . . . . . . . . . . . . . . . 108 58 296 158
-------- -------- -------- --------
(6,280) (8,876) (12,987) (16,993)
-------- -------- -------- --------

AMFAC HAWAII, LLC

Consolidated Statements of Operations

Three and Six Months Ended June 30, 2001 and 2000 - Continued
(Dollars in Thousands)
(Unaudited)

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
---------------------- ----------------------
2001 2000 2001 2000
-------- -------- -------- --------

Loss before taxes . . . . . . . . . . . . . . (6,273) (12,787) (13,900) (21,237)
-------- -------- -------- --------

Income tax benefit. . . . . . . . . . . . . . . 2,301 5,295 5,229 8,545
-------- -------- -------- --------

Net income (loss) . . . . . . . . . . . . . . $ (3,972) (7,492) (8,671) (12,692)
======== ======== ======== ========

<fn>
The accompanying notes are an integral part of the consolidated financial statements.
</table>

AMFAC HAWAII, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2001 and 2000
(Dollars in Thousands)
(Unaudited)

2001 2000
-------- --------
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . $ (8,671) (12,692)
Items not requiring (providing) cash:
Depreciation and amortization . . . . . 1,663 2,651
Amortization of deferred costs. . . . . 351 423
Amortization of unrecognized
actuarial gain (note 7) . . . . . . . (1,138) --
Deferred income, net of additional
reserves. . . . . . . . . . . . . . . (3,059) --
Equity in earnings of investments . . . 196 --
Income tax benefit. . . . . . . . . . . (5,229) (8,545)
Interest on ERS debt in default . . . . -- 3,202
Interest on advances from affiliates. . 8,873 9,259
Changes in:
Restricted cash . . . . . . . . . . . . . 946 145
Receivables - net . . . . . . . . . . . . 1,158 (2,056)
Inventories . . . . . . . . . . . . . . . 19,014 732
Prepaid expenses. . . . . . . . . . . . . (385) 228
Accounts payable. . . . . . . . . . . . . (1,511) (1,041)
Accrued expenses. . . . . . . . . . . . . (522) (238)
Amounts due to affiliates . . . . . . . . 330 426
Other long-term liabilities . . . . . . . (2,855) (2,144)
-------- --------
Net cash provided by (used in)
operating activities. . . . . . . 9,161 (9,650)
-------- --------
Cash flows from investing activities:
Property additions. . . . . . . . . . . . (29) (1,105)
Property sales, disposals and
retirements - net . . . . . . . . . . . 27 45
Other assets. . . . . . . . . . . . . . . (1,155) (344)
Other long-term liabilities . . . . . . . 1,322 772
-------- --------
Net cash provided by (used in)
investing activities. . . . . . . 165 (632)
-------- --------
Cash flows from financing activities:
Deferred expenses . . . . . . . . . . . . (31) (10)
Net (repayments) proceeds of
long-term debt. . . . . . . . . . . . . (326) (140)
Net amounts due to affiliates . . . . . . (10,538) 3,472
-------- --------
Net cash provided by (used in)
financing activities. . . . . . . (10,895) 3,322
-------- --------
Net increase (decrease) in
cash and cash equivalents . . . . (1,569) (6,960)
Cash and cash equivalents,
beginning of year . . . . . . . . 9,660 9,977
-------- --------
Cash and cash equivalents,
end of period . . . . . . . . . . $ 8,091 3,017
======== ========

AMFAC HAWAII, LLC

Consolidated Statements of Cash Flows - Continued

2001 2000
-------- --------

Supplemental disclosure of cash flow
information:
Cash paid for interest (net of
amount capitalized) . . . . . . . . . . $ 4,896 4,299
======== ========

Schedule of non-cash investing and
financing activities:
Transfer of property actively held
for sale to real estate inventories . $ 1,482 2,638
======== ========

The accompanying notes are an integral part
of the consolidated financial statements.

AMFAC HAWAII, LLC

Notes to Consolidated Financial Statements

June 30, 2001 and 2000
(unaudited)

(Dollars in Thousands)

Readers of this quarterly report should refer to the Company's audited
financial statements for the fiscal year ended December 31, 2000, which are
included in the Company's 2000 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.

All reference to "Notes" are to Notes to the Consolidated Financial
Statements contained in this report.

(1) BASIS OF ACCOUNTING

Amfac Hawaii, LLC ("AHI", and collectively with the Additional
Registrants, as their respective interests may appear, the "Company") is a
Hawaii limited liability company. AHI changed its name from Amfac/JMB
Hawaii, L.L.C. in March 2001. AHI is wholly-owned by Northbrook
Corporation ("Northbrook"). The primary business activities of the
Company, are land development and sales and golf course management and
agriculture. In September 2000, the Company announced its plan to shutdown
the remaining sugar operations which represented a substantial portion of
its agriculture segment. The Company owns as of the date of this report
approximately 5,000 acres of land located on the islands of Maui and Kauai
in the State of Hawaii. In addition to its owned lands, the Company leases
approximately 4,000 acres of land used primarily in conjunction with its
agricultural operations. The Company's operations are subject to
significant government regulation.

AHI will continue until at least December 31, 2027, unless earlier
dissolved. AHI's sole member (Northbrook) is not obligated for any debt,
obligation or liability of the Company. However, AHI and certain
additional subsidiaries are obligated to Northbrook and its affiliates for
the repayment of substantial loans and advances made to them, as described
below.

The Company has three primary business segments. The agriculture
segment ("Agriculture") is responsible for the Company's remaining
agricultural activities (the Company's remaining sugar plantations were
shut down at the end of 2000). The real estate segment ("Property") is
responsible for development and sales activities related to the Company's
owned land, all of which is in the State of Hawaii. The golf segment
("Golf") is responsible for the management and operation of the Company's
golf course facilities.

Due to the unpredictable nature of the timing and amount of land sales
and the seasonal nature of the agricultural operations, the Company has
experienced, and expects to continue to experience, significant variability
in quarterly revenues and costs of sales. The results of any interim
period are not necessarily indicative of the results that can be expected
for the entire year.

The consolidated financial statements include the accounts of AHI and
its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation. Effective December 28,
2000, a subsidiary of Northbrook made a capital contribution in return for
83.33% of the shares of Amfac Property Investment Corp. ("APIC").
Accordingly, the Company records its investment in APIC on the equity
method of accounting as of December 31, 2000. Investments in certain
partnerships and joint ventures, if any, over which the Company exercises

AMFAC HAWAII, LLC

Notes to Consolidated Financial Statements - Continued

(Dollars in Thousands)

significant influence are accounted for by the equity method. To the
extent the Company engages in such activities as a general partner, the
Company is contingently liable for the obligations of its partnership and
joint venture investments.

The Company's policy is to consider all amounts held with original
maturities of three months or less in U.S. Government obligations,
certificates of deposit and money market funds (approximately $6,703 and
$8,550 at June 30, 2001 and December 31, 2000, respectively) as cash
equivalents that are reflected at cost, which approximates market. In
addition, escrow deposits and restricted funds ($7,838 and $8,784 at
June 30, 2001 and December 31, 2000, respectively), represents cash which
was restricted primarily to fund, among other things, certain liabilities
(Note 6).

Project costs associated with the acquisition, development and
construction of real estate projects are capitalized and classified as
construction in progress. Such capitalized costs are not in excess of the
project's estimated fair value, as reviewed periodically or as considered
necessary. In addition, interest is capitalized to qualifying assets
(principally real estate under development) during the period that such
assets are undergoing activities necessary to prepare them for their
intended use. Such capitalized interest is charged to cost of sales as
revenue from the real estate development is recognized. Interest costs of
$0 and $273 have been capitalized for the six months ended June 30, 2001
and 2000, respectively.

Land actively held for sale and any related development costs
transferred from construction in progress are reported as inventories in
the accompanying consolidated balance sheets and are stated at the lower of
cost or fair value less costs to sell.

Impairment losses are to be recorded on long-lived assets used in
operation when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the
assets' carrying amount. Land held for sale of approximately $27,281 and
$44,772 is included in inventory in the accompanying consolidated balance
sheets at June 30, 2001 and December 31, 2000, respectively, and is carried
at the lower of cost or fair value less cost to sell.

During the third quarter of 2000, the Company recognized impairment
losses of $22,000 primarily on property, plant and equipment formerly used
in its sugar operation. Such losses have been reflected as reduction in
carrying value of assets in sugar operations.

During the fourth quarter of 2000, the Company reduced the carrying
value of four land parcels which it expects to dispose of within the next
year and recorded a $15,853 impairment loss to reflect the estimated market
value of those parcels.

The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information (which assume
that the Company will continue as a going concern) and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the six month period ended June 30, 2001
are not necessarily indicative of the results that may be expected for the
year ended December 31, 2001.

AMFAC HAWAII, LLC

Notes to Consolidated Financial Statements - Continued

(Dollars in Thousands)

Certain amounts in the 2000 financial statements have been
reclassified to conform to the 2001 presentation.

(2) AMOUNTS DUE TO AFFILIATES - SENIOR DEBT FINANCING

AHI has issued certain Certificate of Land Appreciation Notes due 2008
Class A (the "Class A COLAs") and Certificate of Land Appreciation Notes
Class B (the "Class B COLAs", and, collectively with the Class A COLAs, the
"COLAs") pursuant to an Indenture dated March 14, 1989 (the "Indenture")
(see note 3). Under the Indenture, the Company is entitled to borrow
certain amounts from affiliates and third parties that qualify as "Senior
Indebtedness" under the Indenture and are senior in priority to the
repayment of the COLAs. Such "Senior Indebtedness" that is due and owing
to Northbrook and its affiliates from time to time is referred to in these
notes as the "Senior Debt". Commencing in August 1989 and from time to
time thereafter, Northbrook (or its predecessor in interest, Amfac, Inc.),
and certain of its affiliates, have made Senior Debt advances to the
Company.

Fred Harvey Transportation Company ("Fred Harvey"), an affiliate of
Northbrook, was the holder of a Senior Debt note with an initial principal
amount of $99,595, which was given by the Company in replacement for
previous Senior Debt notes. This note was payable interest only until
maturity, had a maturity date of February 17, 2007 and accrued interest at
the prime rate plus 2%.

On December 29, 2000, the $99,595 Senior Debt note (which then had an
outstanding balance of principal and interest of $135,959) was split into
two notes: (i) a note with an outstanding balance of principal and
interest as of such date of $40,000 which was transferred to Northbrook and
subsequently Northbrook contributed $15,000 to AHI's capital leaving an
outstanding balance of principal and interest of $25,000, and (ii) a note
with an outstanding balance of principal and interest of $95,959 as of such
date which remains payable to Fred Harvey. These notes are payable
interest only until maturity, have a maturity date of February 17, 2007,
and accrue interest at the prime rate (6.75% at June 30, 2001) plus 2%.
The $25,000 note defers interest until December 31, 2006 at which time
Northbrook has agreed to contribute it to the capital of the Company so
long as certain contingent events do not occur. The $95,959 note defers
interest until December 31, 2002 at which time one-third of such deferred
interest is due, with the remainder of previously deferred interest payable
one-half on December 31, 2003, and one-half on December 31, 2004.
Prepayment may be required of net property sale proceeds remaining after
providing reserves for anticipated cash needs for the twelve months
following the property sales. As a result of property sales in July 2001,
it is expected that a prepayment will be made during the third quarter of
2001.

AF Investors was the holder of two Senior Debt notes from the Company,
one dated May 25, 1999 in the original principal amount of $21,318, and one
dated May 31, 1999 in the original principal amount of $26,375, each amount
borrowed in connection with the redemption by the Company of Class B COLAs
on June 1, 1999. Such Senior Debt notes were scheduled to mature on
December 31, 2008 and bore interest at a rate per annum of prime plus 1%.
Interest on such Senior Debt was deferred through December 31, 2001.

AMFAC HAWAII, LLC

Notes to Consolidated Financial Statements - Continued

(Dollars in Thousands)

On December 29, 2000, the Company and AF Investors modified the
$21,318 and $26,375 Senior Debt notes to, among other things, defer
interest through December 31, 2003, with one-half of such deferred interest
payable on such date and the remainder payable on December 31, 2004. These
notes accrue interest at the prime rate (6.75% at June 30, 2001) plus 1%.
Prepayment may be required of net property sale proceeds remaining after
providing reserves for anticipated cash needs for the twelve months
following the property sales. Additional interest may be payable on such
Senior Debt upon its maturity based upon fair market value, if any, of the
Company's equity at that time. As a result of property sales in July 2001,
it is expected that a prepayment will be made during the third quarter of
2001.

In 2000, the Company borrowed approximately $5,576 from Northbrook for
purposes of satisfying the Mandatory Base Interest payment related to the
COLAs due in 2000. During 2000, the Company borrowed an additional $4,300
to fund certain capitalizable property development and agriculture
disbursements. Such Senior Debt was originally scheduled to mature on
December 31, 2000, but its maturity date was extended (in September 2000)
to not earlier than February 28, 2001. It bears interest at a rate per
annum equal to prime (6.75% at June 30, 2001) plus 1% and is guaranteed by
the Company.

On December 29, 2000, the Northbrook Senior Debt notes were amended
to, among other things, make them demand notes. Prepayment may be required
of net property sale proceeds remaining after providing reserves for
anticipated cash needs for the twelve months following the property sales.
Such notes were paid down to zero by the Company in January 2001, but
remain available to fund further advances for such purposes at Northbrook's
election.

The Company has previously agreed to provide Northbrook and its
affiliates with security for the Senior Debt held by them. Such security
consists of mortgages on real property owned by the Company, pledges of
stock of AHI's direct and indirect subsidiaries, and security interests on
such other unencumbered assets of the Company and its subsidiaries as
Northbrook and its affiliates holding such Senior Debt may request. As of
the date of this report, Northbrook and its affiliates hold mortgages on
substantially all of the real property of the Company except for the
existing golf course properties.

The note bore interest of 8.5% and is payable quarterly. In October 2000,
an affiliate of Northbrook purchased the note for the outstanding principal
and accrued interest aggregating approximately $5,585. The Company was
negotiating to restructure the debt and the affiliate agreed to defer the
amounts due under the note until the restructuring was complete. On
December 29, 2000, the note was amended to require quarterly interest
payments beginning March 31, 2001 (such interest payments were made on
April 10, 2001 and July 18, 2001) with principal payable on demand;
provided, that if no demand is previously made, the amendment contains two
scheduled principal payments of $2,730 each in September of 2002 and 2003.
The note remains secured by AHI's 50% undivided interest in the property
still owned by the Company at Kaanapali North Beach, with a majority of all
such property also mortgaged as security for the other Senior Debt.

AMFAC HAWAII, LLC

Notes to Consolidated Financial Statements - Continued

(Dollars in Thousands)

In October 1999, AF Investors paid approximately $808 to assume the
lender's position in the loan to The Lihue Plantation Company, Limited
("Lihue") which was originally used to fund the acquisition of Lihue's
power generation equipment. The loan had an outstanding balance of $808 on
the date of the loan transfer and bore interest at the rate equal to prime
plus three and one half percent. The loan was secured by the Lihue power
generation equipment, sugar inventories and receivables, certain other
assets and real property of the Company, had limited recourse to the
Company and was Senior Debt. This loan was satisfied in full in October
2000.

The total amount due Northbrook and its subsidiaries for Senior Debt
financing as of June 30, 2001 was $190,890 which includes accrued and
deferred interest to affiliates on Senior Debt of approximately $48,781.
Under the terms of the Indenture, the amounts borrowed from Northbrook or
its affiliates are "Senior Indebtedness" and are thus senior in priority to
the COLAs.

At current interest rates, approximately $56,627 of such deferred
interest relating to all Senior Debt existing prior to the modification
would have become due and payable on December 31, 2001 and is now deferred
beyond such date. Even though the agreements by Northbrook and its
affiliates in 2000 to further defer interest under the Senior Debt, and
contribute additional Senior Debt to the capital of the Company, or make
other capital contributions (see note 6 below) may assist the Company in
the completion of potential future development activities, there can be no
assurance that the Company will either have unrestricted cash available or
have the ability to refinance such obligation at such times amounts become
payable under Senior Debt as restructured. Failure to meet such
obligation, if called, would cause all Senior Debt owing to Northbrook,
Fred Harvey, AF Investors or other Northbrook affiliates to be immediately
due and payable. A default on Senior Debt of such magnitude would
constitute an event of default under the Indenture.

The Company has received a notice from each of the holders of the
Senior Debt notifying the Company that all Senior Debt is currently in
default due to the existence of other defaults or circumstances that
constitute events of default under the Senior Debt, including, without
limitation actions taken by ERS to realize upon indebtedness owed to it,
and due to the adverse verdict in the Oahu Sugar V. Arakaki and Swift
lawsuit described under Part II. Item 1. "Legal Proceedings". Under the
Restructuring Agreement, effective as of December 29, 2000, among the
Company, certain of the Company's subsidiaries and certain holders of
Senior Debt affiliated with Northbrook, the parties have agreed that the
defaults described above shall continue but that the Senior Debt holders
will not exercise their remedies against the Company and its subsidiaries
based upon those defaults until either ERS obtains a judgment against or
attempts to exercise certain remedies or unless necessary to protect their
superior rights under the Senior Debt against the plaintiffs in the
Swift/Arakaki lawsuit. There can be no assurance that the Senior Debt
holders will not accelerate the Senior Debt, either because of actions by
ERS or the opponents in the Swift/Arakaki lawsuit or because of additional
defaults arising under the Senior Debt. An acceleration of the Senior Debt
would constitute an event of default under the Indenture.

AMFAC HAWAII, LLC

Notes to Consolidated Financial Statements - Continued

(Dollars in Thousands)

(3) CERTIFICATE OF LAND APPRECIATION NOTES

The COLAs are unsecured debt obligations of the Company, and are
subordinated in priority to all "Senior Indebtedness" (as defined in the
Indenture) including, but not limited to, the Senior Debt. Interest on the
COLAs is payable semi-annually on February 28 and August 31 of each year.
The COLAs mature on December 31, 2008. Reference is made to the Company's
Annual Report on Form 10-K for discussion of the issuance and redemption
history of the COLAs. Though the Company continues to be current with
respect to its obligation to pay Mandatory Base Interest (as defined in the
Indenture) on the COLAS, the Company has not generated a sufficient level
of Net Cash Flow to incur or pay Contingent Base Interest (as defined in
the Indenture) on the COLAs commencing in 1990. Approximately $96,039 of
cumulative deferred Contingent Base Interest (i.e. not due and payable in
the absence of events which have not occurred) related to the period from
August 31, 1989 (Final Issuance Date) through June 30, 2001 has not been
accrued in the accompanying consolidated financial statements as the
Company believes that it is not probable at this time that a sufficient
level of Net Cash Flow (as defined in the Indenture) will be generated in
the future or that there will be sufficient Maturity Market Value (as
defined in the Indenture) as of December 31, 2008 (the COLA maturity date)
to pay any unaccrued and deferred Contingent Base Interest. The following
table is a summary of Mandatory Base Interest and Contingent Base Interest
for the six months ended June 30, 2001 and the year ended December 31,
2000:
Six Months The Year
Ended Ended
June 30, December 31,
2001 2000
---------- ------------
Mandatory Base Interest paid. . . . . . . $ 2,788 5,576
Contingent Base Interest due and paid . . -- --
Cumulative deferred Contingent Base
Interest. . . . . . . . . . . . . . . . $96,039 91,857

Net Cash Flow was $0 for 2000 and is expected to be $0 for 2001.

As of June 30, 2001, the Company had approximately 155,271 Class A
COLAs and approximately 123,554 Class B COLAs outstanding, with a principal
balance of approximately $77,635 and $61,778, respectively.

The terms of the Indenture place certain restrictions on the Company's
declaration and payment of dividends. Such restrictions generally relate to
the source, timing and amounts which may be declared and/or paid. The COLAs
also impose certain restrictions on, among other things, the creation of
additional indebtedness for certain purposes, the Company's ability to
consolidate or merge with or into other entities, and the Company's
transactions with affiliates.

Pursuant to the terms of the Indenture, the Company is required to
maintain a Value Maintenance Ratio (defined in the Indenture) of 1.05 to
1.00. Such ratio is equal to the relationship of the Company's Net Asset
Value to the sum of: (i) the outstanding principal amount of the COLAs,
(ii) any unpaid Base Interest that is required to be paid, and (iii) the
outstanding principal balance of any Indebtedness incurred to redeem COLAs
(the "COLA Obligation"). Net Asset Value represents the excess of the Fair
Market Value (as defined in the Indenture) of the gross assets of the
Company over the liabilities of the Company other than the COLA obligations
and certain other liabilities. The COLA Indenture requires the Company to
obtain independent appraisals of the fair market value of the gross assets
used to calculate the Value Maintenance Ratio as of December 31 in each
even-numbered calendar year.

AMFAC HAWAII, LLC

Notes to Consolidated Financial Statements - Continued

(Dollars in Thousands)

The Company has decided to forego contracting for independent
appraisals to determine the appraised value of substantially all of its
assets as of December 31, 2000. Not obtaining appraisals, with the
resultant inability to provide an Officers' Certificate determining the
Value Maintenance Ratio, could become an event of default, as defined by
the Indenture, should the holders of a majority of COLA principal notify
the Trustee that such holders consider such non-compliance with the
Indenture to be an event of default or should the Trustee declare such an
event of default. Should an event of default result, and if left uncured
for a period of thirty days, the COLAs would become immediately due and
payable. Such event would likely cause many of the Company's other
obligations to go into default. Among other things, if the COLAs become
immediately due and payable, all Senior Debt of Northbrook and its
affiliates would become immediately due and payable.

The Company received a Notice of Default on June 1, 2001 from the
Trustee regarding the Company's non-delivery of the appraisals and Value
Maintenance Ratio. The Company made the February 2001 interest payment on
the COLAs based upon the Trustee's representation that it will not, as a
result of the non-delivery of the items described in the preceding
sentence, exercise its discretion to accelerate the payment of the COLAs or
recommend to the holders of the COLAs that they seek to accelerate the
payment of the COLAs. The Trustee did not waive any past or future
defaults or related rights of the COLA holders in connection with the
foregoing.

(4) LONG-TERM DEBT

In December 1996, Amfac Property Development Corp. ("APDC"), a wholly-
owned subsidiary of the Company, obtained a $10,000 loan facility from City
Bank. The loan is secured by a mortgage on property under development at
the former Oahu Sugar mill-site (the sugar plantation was closed in 1995),
and is "Senior Indebtedness" (as defined in the Indenture). The loan bore
interest at the bank's base rate plus .5% and originally was scheduled to
mature on December 1, 1998. In November 1998, APDC sold certain mill-site
property which served as collateral for the $10,000 City Bank loan for an
approximate sales price of $7,690 in cash plus 2% of the gross sales price
of subsequent parcel sales of all or any portion of the property by the
purchaser. The bank required $6,000 of the sales proceeds as a principal
reduction on the loan in order to release the collateral. APDC received a
one-year extension on the $4,000 remaining balance of the loan which is
secured by another parcel at the mill-site. The extended loan bore
interest at the bank's base rate plus 1.25% and was scheduled to mature on
December 1, 1999. APDC reached an agreement with the bank for an
additional one year extension on $3,000 of the $4,000 loan. APDC made a
$1,000 loan payment on December 2, 1999. The new extended loan bore
interest at the bank's base rate plus 1.25% and matured on December 1,
2000. In January 2001, APDC reached an agreement with the Bank for an
extension until December 1, 2001 with a principal payment of $150 upon
execution of the agreement. The newly extended loan bears interest at the
bank's base rate (6.75% at June 30, 2001) plus 2%. Upon maturity of the
loan, it is not expected that APDC will have the funds necessary to pay the
remaining balance of the loan without sale of the remaining mill site land.

If such loan cannot be further extended, it would likely result in APDC no
longer having an ownership interest in the property.

AMFAC HAWAII, LLC

Notes to Consolidated Financial Statements - Continued

(Dollars in Thousands)

In February 1997, Waikele Golf Club, Inc. ("WGCI"), a wholly-owned
subsidiary of the Company that owns and operates the Waikele Golf Course,
entered into a loan agreement with the Bank of Hawaii that refinanced an
earlier loan facility. The initial principal amount of the loan was
$25,000, with a maturity date of February 2007, an interest rate of LIBOR
(6.35% at June 30, 2001) plus 2% until the fifth anniversary and LIBOR plus
2.25% thereafter and with principal to be repaid based on a 30-year
amortization schedule. The loan is secured by WGCI's assets (the golf
course and related improvements and equipment), is guaranteed by AHI, and
is "Senior Indebtedness" (as defined in the Indenture). As of June 30,
2001, the outstanding balance was $23,845, with scheduled annual principal
maturities of $309 in 2001 through 2006 and the balance of $22,148 in 2007.

(5) SEGMENT INFORMATION

Agriculture, Property and Golf comprise separate industry segments of
the Company. Operating Income (Loss)-Other consists primarily of
unallocated overhead expenses and Total Assets-Other consists primarily of
cash and deferred expenses. Total assets at the balance sheet dates and
capital expenditures, operating income (loss) and depreciation and
amortization during the six months ended June 30, 2001 and 2000 are set
forth below by each industry segment:
June 30, December 31,
2001 2000
-------- ------------
Total Assets:
Agriculture . . . . . . . . . . . . . . $ 87,248 90,147
Property. . . . . . . . . . . . . . . . 91,228 102,408
Golf. . . . . . . . . . . . . . . . . . 29,573 29,969
Other . . . . . . . . . . . . . . . . . 21,702 29,763
-------- --------
$229,751 252,287
======== ========

Six Months Ended
June 30,
------------------------
2001 2000
-------- --------
Capital Expenditures:
Agriculture . . . . . . . . . . . . . . $ 5 909
Property. . . . . . . . . . . . . . . . -- 23
Golf. . . . . . . . . . . . . . . . . . 24 173
-------- --------
$ 29 1,105
======== ========
Operating income (loss):
Agriculture . . . . . . . . . . . . . . $ 100 (4,751)
Property. . . . . . . . . . . . . . . . 368 (2,022)
Golf. . . . . . . . . . . . . . . . . . 200 2,828
Other . . . . . . . . . . . . . . . . . (1,581) (299)
-------- --------
$ (913) (4,244)
======== ========
Depreciation and amortization:
Agriculture . . . . . . . . . . . . . . $ 1,189 1,786
Property. . . . . . . . . . . . . . . . 42 201
Golf. . . . . . . . . . . . . . . . . . 432 660
Other . . . . . . . . . . . . . . . . . -- 4
-------- --------
$ 1,663 2,651
======== ========

AMFAC HAWAII, LLC

Notes to Consolidated Financial Statements - Continued

(Dollars in Thousands)

(6) TRANSACTIONS WITH AFFILIATES

The Company does not believe that a sufficient level of Net Cash Flow
will be generated in the future to pay the Qualified Allowance (as defined
in the Indenture) that could, under certain circumstances, become payable
to JMB Realty Corporation ("JMB"), an affiliate of the Company, under the
Indenture. Accordingly, the Company has not accrued for any Qualified
Allowance in the accompanying consolidated financial statements. For the
years 1999, 2000 and 2001, JMB has agreed that the Qualified Allowance
shall in no event exceed $5,000 in any year. As the Fair Market Value was
not determined as of December 31, 2000, no Qualified Allowance is
considered to result for 2000 unless and until such amount may be
determined in the future. The cumulative deficiency of Qualified Allowance
is $79,102 as of December 31, 2000. Net Cash Flow was $0 for 2000 and is
expected to be $0 for 2001.

The Company and its joint ventures reimburse Northbrook, JMB and their
affiliates for direct expenses incurred on their behalf, including salaries
and salary-related expenses incurred in connection with the management of
the Company's or the joint ventures' operations. The total of such costs
for the six months ended June 30, 2001 and 2000 was approximately $694 and
$400, respectively, of which $1,344 was unpaid as of June 30, 2001. In
addition, as of June 30, 2001, the current portion of amounts due to
affiliates includes $9,106 and $2,009 of income tax payable related to the
Class A COLA Redemption Offer and Class B COLA Redemption Offer,
respectively (see Note 3). Also, the Company pays a non-accountable
reimbursement of approximately $30 per month to JMB or its affiliates in
respect of general overhead expense, all of which was paid as of June 30,
2001.

JMB Insurance Agency, Inc., an affiliate of JMB, earns insurance
brokerage commissions in connection with providing the placement of
insurance coverage for certain of the properties and operations of the
Company. Such commissions are comparable to those available to the Company
in similar dealings with unaffiliated third parties. The total of such
commissions for the six months ended June 30, 2001 and 2000 was
approximately $124 and $459, respectively, all of which was paid as of
June 30, 2001.

Northbrook and its affiliates allocated certain charges for services
to the Company based upon the estimated level of services for the six
months ended June 30, 2001 and 2000 of approximately $75 and $240,
respectively, of which $727 was unpaid as of June 30, 2001. These services
and costs are intended to reflect the Company's separate costs of doing
business and are principally related to the inclusion of the Company's
employees in the Northbrook pension plan, payment of severance and
termination benefits and reimbursement for insurance claims paid on behalf
of the Company. All amounts described above, deferred or currently payable,
do not bear interest and are expected to be paid in future periods.

AMFAC HAWAII, LLC

Notes to Consolidated Financial Statements - Continued

(Dollars in Thousands)

Under a December 29, 2000, Restructuring Agreement, the Company and
certain of its subsidiaries agreed to terminate their prior tax agreement
so that the Company and its subsidiaries would be responsible for paying
their own income taxes on taxable income generated in 2001 and thereafter.
Such amount for the six months ended June 30, 2001 is reflected as a
deferred tax asset in the accompanying consolidated financial statements.
The Company and subsidiaries also agreed to make prepayments of certain
amounts on the Senior Debt notes of net property sale proceeds remaining
after providing reserves for anticipated cash needs for the 12 months
following the property sales. As a result of property sales in July 2001,
it is expected that a prepayment will be made during the third quarter of
2001. The Company and subsidiaries further agreed to provide additional
security for the Senior Debt. In exchange, the Senior Debt holders agreed
to release their liens on Company and subsidiary properties to effectuate
sales of properties, provided that there is no default on the Senior Debt
and provided that the sale realizes fair value. The Senior Debt holders
further agreed to modify for the Company's and the subsidiaries' benefit
the repayment provisions on some of the Senior Debt (see note 2 above).
The Senior Debt holders also agreed to contribute to the Company's capital
Senior Debt in the amount of $15,000 in 2000 and agreed to contribute an
additional $25,000 of Senior Debt on December 31, 2006, if the new tax
agreement remains in effect at that time. Finally, the Senior Debt holders
agreed to contribute certain other amounts to the Company to fund a
significant portion of the costs associated with the shutdown of the Lihue
and Kekaha sugar operations, as described below.

Pursuant to the terms of the Restructuring Agreement, Northbrook agreed
that it would cause the Northbrook sponsored pension plan to provide early
retirement window benefits which reduced the Company's cash expenditures
that resulted from the shutdown of the remaining sugar plantations on
Kauai. Approximately $5,454 of such benefits were paid by the pension plan
in 2000 and resulted in a corresponding addition to capital. An additional
$4,154 of anticipated benefits were reflected as a liability in the
accompanying December 31, 2000 financial statements and will result in an
addition to capital when such benefits are paid by the plan. For the six
months ended June 30, 2001, $2,348 of such benefits were paid and added to
capital. The remaining $1,852 is reflected as a liability in the
accompanying June 30, 2001 financial statements. The Restructuring
Agreement also required the Company to put aside $8,000 as restricted cash
for the purpose, among other things, of meeting certain liabilities.

Reference is made to Note 2 - Amounts Due to Affiliates - Senior Debt
Financing.

(7) EMPLOYEE BENEFIT PLANS

The Company participates in retirement benefit plans sponsored and
maintained by Northbrook covering employees of Northbrook and certain of
its affiliates including substantially all of the Company's employees.
These plans provide benefits based primarily on length of service and
compensation levels.

AMFAC HAWAII, LLC

Notes to Consolidated Financial Statements - Continued

(Dollars in Thousands)

The Company currently amortizes unrecognized gains over the shorter of
ten years or the average life expectancy of the inactive participants since
almost all of the Plans' participants are inactive. The portion of the
unrecognized net actuarial gain represented by the decrease in the
Maintenance of Effort obligation is being amortized over four years,
commencing in 2001. In 2000, principally due to shutdown of the Kauai
sugar operations, a decrease in the expected future benefit obligation
resulted. The curtailment resulted in a gain for financial reporting
purposes which was recognized in the fourth quarter of 2000. $6,081 was
reflected as a decrease in the Maintenance of Effort obligation for the
year ended December 31, 2000. Such amount recognizes that the requirement
to maintain an average level of certain retiree health care benefits
expires in 2004. Such obligations are pursuant to collectively bargained
contractual obligations of Lihue Plantation Company, Limited, Pioneer Mill
Company, Limited and Oahu Sugar Company, Limited. In addition, due to the
significant total amount of unrecognized gain at June 30, 2001, which is
included in the financial statements as a liability, and the
disproportionate relationship between the unrecognized gain and accumulated
postretirement benefit obligation at June 30, 2001, the Company may, in the
future, change its amortization policy to accelerate the recognition of the
unrecognized gain. In considering such change, the Company would need to
determine whether significant changes in the accumulated postretirement
benefit obligation and unrecognized gain may occur in the future as a
result of changes in actuarial assumptions, experience and other factors.
Any future change to accelerate the amortization of the unrecognized gain
would have no effect on the Company's cash flows, but could have a
significant effect on its statement of operations.

(8) COMMITMENTS AND CONTINGENCIES

The Company sold a parcel on Maui near Lahaina in the first quarter of
2001, a parcel in Hanamaulu, Kauai also in the first quarter of 2001, and
additional parcels in Hanamaulu, Kauai in the second quarter of 2001 which
provided funds to the Company to help meet its short term liquidity needs
including mandatory prepayment on Senior Indebtedness. However, the
Company believes that, in the absence of additional land and business sales
or financing from third parties (which has generally not been obtainable),
additional Senior Debt borrowings from Northbrook or its affiliates will be
necessary to meet its COLA related obligations and its long-term liquidity
needs. Northbrook and its affiliates have made such borrowings available
to the Company in the past (but are under no obligation to do so in the
future). In addition, there is no assurance that Northbrook or its
affiliates will have the financial capability or willingness to make such
funds available to the Company in the future. To the extent land sales do
occur, any funds received in excess of the Company's short-term needs are
used to pay down Senior Debt in accordance with the debt restructure
completed in December 2000 (see note 6). As a result of property sales in
July 2001, it is expected that a prepayment will be made during the third
quarter of 2001.

AMFAC HAWAII, LLC

Notes to Consolidated Financial Statements - Continued

(Dollars in Thousands)

During the third quarter of 2000, management announced the shutdown of
its remaining sugar plantations on Kauai. The decision was made as a
result of significant losses incurred during 2000, and the expectation that
such losses would continue for the foreseeable future. The losses resulted
from a significant drop in the domestic price of raw sugar and lower sugar
yields. The Company completed its final harvest of sugar cane in November
2000. As a consequence of the shutdown, the Company incurred significant
employee and other closing costs in 2000. The Company estimated the
pricing for the possible sale of the field and mill equipment, negotiated
the majority of the employee termination costs and substantially completed
the negotiations with the local utility company (and expects no significant
future operating losses related to the power sale agreement).

The Company faces large contingent cash expenditures due to (i) the
cost of the litigation and environmental matters described in Part II.
"Legal Proceedings" and (ii) the cost of environmental clean up relating to
the land and mill sites associated with Oahu, Kekaha, Lihue and Pioneer
Mill plantations and buildings which could be significant but are presently
not determinable. It is difficult to predict the ultimate outcome of these
various contingencies, any of which could have a material adverse effect on
the financial condition of the Company.

As a consequence of the shutdown of the Company's sugar operations on
Kauai, Gay & Robinson, Inc. ("G&R") is the sole remaining sugar grower on
the island. In April 2001, the Company entered into a series of Agreements
with G&R, and Hawaii Sugar and Transportation Cooperative ("HSTC"), of
which G&R is a member, whereby (1) G&R would sell and deliver bagasse (a
sugar byproduct) to the Company (as available) for the Company to burn to
generate electric power at the Lihue Plantation power plant, as required by
the Company's power purchase agreement with Kauai Electric (the "PPA"), (2)
the Company would store the raw sugar and molasses produced by G&R and sold
to HSTC in the Company's storage facility in Lihue, subject to a contract
with HSTC and a guaranty of such contract and indemnification by G&R, and
(3) the Company would grant G&R an option to purchase the storage facility
at fair market value, so long as the option was exercised before July 31,
2001. G&R has provided the Company with notice that it intends to exercise
the option and thus in the event that a purchase price is not otherwise
negotiated, the valuation of the property will be submitted to arbitration.

It is expected that the sale will most likely close early in the fourth
quarter of 2001; however, there can be no assurance as to the amount of
proceeds to be received from such sale.

As reflected in the Company's June 30, 2001, balance sheet,
approximately $185,430 of Senior Debt owed to affiliates of the Company is
categorized as a current liability. The classification as a current
liability results from defaults that occurred under such Senior Debt due to
actions taken by ERS to realize upon indebtedness owed to it by the Company
and APIC, and due to the adverse verdict in the Oahu Sugar V. Arakaki and
Swift lawsuit described under Part II. "Legal Proceedings". Under the
Restructuring Agreement, effective as of December 29, 2000, among the
Company, certain of the Company's subsidiaries and certain holders of
Senior Debt affiliated with Northbrook, the parties have agreed that the
defaults described above shall continue but that the Senior Debt holders
will not exercise their remedies against the Company and its subsidiaries
based upon those defaults until either ERS obtains a judgment against or
attempts to exercise certain remedies or unless necessary to protect their
superior rights under the Senior Debt against the plaintiffs in the
Swift/Arakaki lawsuit. There can be no assurance that the Senior Debt
holders will not accelerate the Senior Debt, either because of actions by
ERS or the opponents in the Swift/Arakaki lawsuit or because of additional
defaults arising under the Senior Debt.

AMFAC HAWAII, LLC

Notes to Consolidated Financial Statements - Continued

(Dollars in Thousands)

During the year ended December 31, 2000, the Company borrowed
approximately $5,576 from Northbrook for the Mandatory Base Interest
payments related to the COLAs due in 2000. During the year ended
December 31, 2000, the Company borrowed an additional $4,300 from
Northbrook to fund capitalizable property development and agriculture
disbursements. The borrowings were repaid with interest in January 2001.
To the extent that Northbrook or its affiliates made such borrowings
available to the Company during 2000, any such borrowings were required
(i) to be "Senior Indebtedness" (as defined in the Indenture), (ii) to
accrue interest at the rate of prime plus 1%, and (iii) to have principal
and interest fully repayable by February 28, 2001 (see note 2 for a
description of the amendments to such notes). Moreover, as a condition to
the additional Senior Debt loans made by Northbrook and its affiliates
commencing in 1999, the Company has agreed to make all of the remaining
unencumbered real and personal property assets of the Company security for
all of the Senior Debt held by Northbrook and its affiliates. All such
Senior Debt, which as of June 30, 2001 had an outstanding balance of
principal and accrued interest of approximately $190,890 is senior in
priority to the COLA's and is guaranteed by each of AHI and its
subsidiaries (except Waikele Golf Club, Inc. due to provisions of the third
party debt of that entity).

The Company's Property segment had contractual commitments (related to
project costs) of approximately $3,651 as of June 30, 2001. Additional
development expenditures are dependent upon the Company's ability to obtain
financing for such costs and on the timing and extent of property
development and sales.

As of June 30, 2001, certain portions of the Company's land not
currently under development are mortgaged as security for approximately
$549 of performance bonds related to property development.

(9) INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.

Northbrook's tax returns for the periods 1995-1997 are currently being
examined. The statutes of limitations with respect to Northbrook's tax
returns for the years 1995 through 2000 remain open. The Company is a
subsidiary of Northbrook and accordingly is subject to tax liability
exposure due to the several nature of the liability for the payment of
taxes for entities filing consolidated tax returns.

For taxable years commencing in 2001, the Company will be responsible
for paying their own income taxes on taxable income generated in 2001 and
thereafter.

PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

General

In addition to historical information, this Quarterly Report contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act 1995. These statements are based on management's
current expectations about its businesses and the markets in which the
Company operates. Such forward-looking statements are not guarantees of
future performance and involve known and unknown risks, uncertainties or
other factors which may cause actual results, performance or achievements
of the Company to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Actual operating results may be affected by various factors
including, without limitation, changes in national and Hawaiian economic
conditions, competitive market conditions, uncertainties and costs related
to and the imposition of conditions on receipt of governmental approvals
and costs of material and labor, all of which may cause such actual results
to differ materially from what is expressed or forecast in this report.

It is expected that the sale will most likely close early in the fourth
quarter of 2001; however, there can be no assurance as to the amount of
proceeds to be received from such sale.

The Company faces large contingent cash expenditures due to (i) the
cost of the litigation and environmental matters described in Part II.
Item 1. "Legal Proceedings" and (ii) the cost of environmental clean up
relating to the land and mill sites associated with Oahu, Kekaha, Lihue and
Pioneer Mill plantations and buildings which could be significant but are
presently not determinable. It is difficult to predict the ultimate
outcome of these various contingencies, any of which could have a material
adverse effect on the financial condition of the Company.

As reflected in the Company's June 30, 2001, balance sheet,
approximately $185.4 million of Senior Debt owed to affiliates of the
Company is categorized as a current liability. The classification as a
current liability results from defaults that occurred under such Senior
Debt due to actions taken by ERS to realize upon indebtedness owed to it,
and due to the adverse verdict in the Oahu Sugar V. Arakaki and Swift
lawsuit described under Part II. Item 1. "Legal Proceedings". Under the
Restructuring Agreement, effective as of December 29, 2000, among the
Company, certain of the Company's subsidiaries and certain holders of
Senior Debt affiliated with Northbrook, the parties have agreed that the
defaults described above shall continue but that the Senior Debt holders
will not exercise their remedies against the Company and its subsidiaries
based upon those defaults until either ERS obtains a judgment against or
attempts to exercise certain remedies or unless necessary to protect their
superior rights under the Senior Debt against the plaintiffs in the
Swift/Arakaki lawsuit. There can be no assurance that the Senior Debt
holders will not accelerate the Senior Debt, either because of actions by
ERS or the opponents in the Swift/Arakaki lawsuit or because of additional
defaults arising under the Senior Debt.

The Company sold a parcel on Maui near Lahaina in the first quarter of
2001, a parcel in Hanamaulu, Kauai, also in the first quarter of 2001, and
additional parcels in Hanamaulu, Kauai in the second quarter of 2001 which
provided funds to the Company to help meet its short-term liquidity needs
including mandatory prepayment on Senior Indebtedness. However, the
Company believes that in the absence of additional land and business sales
or financing from third parties (which has generally not been obtainable),
additional Senior Debt borrowings from Northbrook or its affiliates will be
necessary to meet its long-term liquidity needs. Northbrook and its
affiliates have made such borrowings available to the Company in the past
(but are under no obligation to do so in the future). In addition, there
is no assurance that Northbrook or its affiliates will have the financial
capability or willingness to made such funds available to the Company in
the future. To the extent land sales do occur, any funds received in
excess of the Company's short-term needs are used to pay down Senior Debt
in accordance with the debt restructure completed in December 2000 (see
note 6). As a result of property sales in July 2001, it is expected that a
prepayment will be made during the third quarter of 2001.

During the year ended December 31, 2000, the Company borrowed
approximately $5.6 million from Northbrook for the Mandatory Base Interest
payments related to the COLAs due in 2000. During the year ended
December 31, 2000, the Company borrowed an additional $4.3 million from
Northbrook to fund capitalizable property development and agriculture
disbursements. The borrowings were repaid with interest in January 2001.
To the extent that Northbrook or its affiliates made such borrowings
available to the Company during 2000, any such borrowings were required (i)
to be "Senior Indebtedness" (as defined in the Indenture), (ii) to accrue
interest at the rate of prime plus 1%, and (iii) to have principal and
interest fully repayable by February 28, 2001 (see Note 2 for a description
of the amendments to such notes). Moreover, as a condition to the
additional Senior Debt loans made by Northbrook and its affiliates
commencing in 1999, the Company has agreed to make all of the remaining
unencumbered real and personal property assets of the Company security for
all of the Senior Debt held by Northbrook and its affiliates. All such
Senior Debt, which as of June 30, 2001 had an outstanding balance of
principal and accrued interest of approximately $187.1 million, is senior
in priority to the COLA's and is guaranteed by each of the Registrants
except Waikele Golf Club, Inc. Prepayment may be required of net property
sale proceeds remaining after providing reserves for anticipated cash needs
for the twelve months following the property sales. Additional interest
may be payable on such Senior Debt upon its maturity based upon fair market
value, if any, of the Company's equity at that time.

In recent years, the Company has funded its significant cash
requirements primarily through Senior Debt borrowings from Northbrook and
its affiliates and from revenues generated by the development and sale of
its properties. Significant short-term cash requirements relate to the
funding of agricultural deficits including shut down costs related to the
Lihue and Kekaha sugar plantations, interest expenses and overhead
expenses. At June 30, 2001, the Company had unrestricted cash and cash
equivalents of approximately $8.1 million and in July 2001 completed the
sale of land parcels in Kauai generating approximately $23.0 million in
proceeds. The Company intends to use its cash reserves to meet its short-
term liquidity requirements including its anticipated expenditures for
project costs and required pay down of Senior Debt. However, there can be
no assurance that new financings can be obtained or property sales
completed if the current cash reserves fall short of the Company's longer-
term liquidity needs.

The Company's remaining land holdings on Maui and Kauai are its
primary sources of future land sale revenues. However, due to current
market conditions, the difficulty in obtaining land use approvals and the
high development costs of required infrastructure, the Company does not
believe that it will be able to generate significant amounts of cash in the
short-term from the development of these lands. As a result, the Company is
also marketing certain unentitled agricultural and conservation parcels to
generate cash.

Management is exploring the possible sale of parcels on Maui and Oahu
with prospects that the Company has identified. From time to time certain
of the Company's lands are under contract for sale. However, the contracts
typically have due diligence investigation periods which allow the
prospective purchasers to terminate the agreements. There can be no
assurance that any signed contracts for sale will in fact close under the
original terms and conditions or any other terms or that the Company will
be successful in selling the land at an acceptable price.

During the first six months of 2001, the Company generated
approximately $18.7 million from the sale of approximately 460 acres on
Kauai for $3.5 million, 5,540 acres on Maui for $14.5 million and certain
other parcels which aggregate $.7 million. Additionally, the Company had
listed for sale the bulk of its remaining land holdings on Kauai, which
aggregate approximately 18,000 acres, and in July 2001, the Company
completed the sale of the Kauai land and generated approximately $23.0
million in net proceeds.

During 2000, the Company generated $31.9 million from the sale of
approximately 1,700 acres on Maui and Kauai. These sales include $19.5
million from the sale of Lot 1 at North Beach Makai (December 2000), $7.0
million from the sales of Parcel 16 and Parcel 19/20 at Kaanapali Golf
Estates, $3.9 million from the sale of 1,600 acres of agriculture zoned
land on Maui and $1.5 million from various other land sales.

The Company continues to implement certain cost savings measures and
to defer certain development costs and capital expenditures for longer-term
projects. The Company's Property segment expended approximately $3.7
million in project costs during 2000 and anticipates expending
approximately $5.9 million in project costs during 2001. As of June 30,
2001, contractual commitments related to project costs totaled
approximately $3.7 million. However, the Company also has made a number of
commitments to fund certain infrastructure costs relating to the future
construction of a new Lahaina/Kaanapali bypass highway on Maui, that could
require additional significant expenditures in the longer term should such
highway be built (see discussion of Maui Infrastructure Costs below).

Amfac Property Development Corp. ("APDC"), a wholly-owned subsidiary
of the Company, obtained a $10 million loan facility from City Bank,
secured by a mortgage on property under development at the Oahu Sugar mill-
site, and is "Senior Indebtedness" (as defined in the Indenture). The loan
as extended has been paid down to a balance of $3 million, bore interest at
the bank's base rate plus 1.25% and matured on December 1, 2000. In
January 2001, APDC reached an agreement with the Bank for an extension
until December 1, 2001 with a principal payment of $.150 million upon
execution of the agreement. The newly extended loan bears interest at the
bank's base rate (6.75% at June 30, 2001) plus 2%. Upon maturity of the
loan, it is not expected that APDC will have the funds necessary to pay the
remaining balance of the loan without sale of the remaining millsite land.
If such loan cannot be further extended, it would likely result in APDC no
longer having an ownership interest in the property.

In September 1998, the Company purchased Tobishima Pacific, Inc.'s
("TPI") 50% ownership interest in the 96-acre beachfront parcel (commonly
referred to as Kaanapali North Beach) for $12.0 million. The Company paid
$2.4 million in cash and signed a note for $9.6 million. The note was
secured by a mortgage on the property and was in favor of TPI and is
"Senior Indebtedness" (as defined in the Indenture). The note was payable
in five annual installments in the principal amount of $1.9 million
beginning in September 1999. The note bore interest of 8.5% and is payable
quarterly. In October 2000, an affiliate of Northbrook purchased the note
for the outstanding principal and accrued interest aggregating
approximately $5.6 million. The Company was negotiating to restructure the
debt and the affiliate agreed to defer the amounts due under the note until
the restructuring was complete. On December 29, 2000, the note was amended
to require quarterly interest payments beginning June 30, 2001 (such
interest payments were made on April 10, 2001 and July 18, 2001) and two
scheduled principal payments of $2.7 million each in September of 2002 and
2003 (see Note 2 for further description of such amendment). The note
remains secured by AHI's 50% undivided interest in the property still owned
by the Company at Kaanapali North Beach, with a majority of all such
property also mortgaged as security for other Senior Debt.

Under a December 29, 2000, Restructuring Agreement, the Company and
certain of its subsidiaries agreed to terminate their prior tax agreement
so that the Company and its subsidiaries would be responsible for paying
their own income taxes on taxable income generated in 2001 and thereafter.
The Company and subsidiaries also agreed to make prepayments of certain
amounts on the Senior Debt notes of net property sale proceeds remaining
after providing reserves for anticipated cash needs for the 12 months
following the property sales. As a result of property sales in July 2001,
it is expected that a prepayment will be made during the third quarter of
2001. The Company and subsidiaries further agreed to provide additional
security for the Senior Debt. In exchange, the Senior Debt holders agreed
to release their liens on Company and subsidiary properties to effectuate
sales of properties, provided that there is no default on the Senior Debt
and provided that the sale realizes fair value. The Senior Debt holders
further agreed to modify for the Company's and the subsidiaries' benefit
the repayment provisions on some of the Senior Debt. (See Note 2 for a
further description of the Senior Debt.) The Senior Debtholders also
agreed to contribute to the Company's capital Senior Debt in the amount of
$15 million immediately and agreed to contribute an additional $25 million
of Senior Debt on December 31, 2006, if the new tax agreement remains in
effect at that time. Finally, the Senior Debt holders agreed to contribute
certain other amounts to the Company to fund a significant portion of the
costs associated with the shutdown of the Lihue and Kekaha sugar
operations, as described below.

Pursuant to the terms of the Restructuring Agreement, Northbrook agreed
that it would cause the Northbrook sponsored pension plan to provide early
retirement window benefits which reduced the Company's cash expenditures
that resulted from the shutdown of the remaining sugar plantations on
Kauai. Approximately $5.5 million of such benefits were paid by the
pension plan in 2000 and resulted in a corresponding addition to capital by
Northbrook. An additional $4.2 million of anticipated benefits has been
reflected as a liability in the accompanying December 31, 2000 financial
statements and will result in an addition to capital when such benefits are
paid by the plan. As of June 30, 2001, an additional $2.3 million of such
benefits were paid and therefore added to capital at such time. The
remaining $1.9 million is reflected as a liability in the accompanying
June 30, 2001 financial statements. The Restructuring Agreement also
required the Company to put aside $8 million as restricted cash for the
purpose, among other things, of meeting certain liabilities.

Lihue Plantation on Kauai suffered a breakdown of its power-generating
turbine in February 2000. The turbine repair costs were covered by
insurance (net of a $.5 million policy deductible) and the Company believed
that the lost profits were also covered by insurance. Lihue Plantation has
completed the repair of the turbine and has incurred expenditures of
approximately $2.1 million in connection with the turbine repair and
certain other related expenditures. As of June 30, 2001, Lihue Plantation
has received $2.2 million in advances against the claim from the insurance
carriers which includes reimbursement for repairs and business interruption
claims, net of the deductible.

During the first six months of 2001, cash decreased by $1.6 million
from December 31, 2000. Net cash provided by operating activities of $9.2
million and investing activities of $.2 million was offset by cash used in
financing activities of $10.9 million.

During the first six months of 2001, net cash flow provided by
operating activities was $9.2 million, as compared to net cash used in
operating activities of $9.7 million during the first six months of 2000.
The $18.9 million increase in cash provided by operating activities is due
primarily to the decrease in inventories of $19.0 million during the first
six months of 2001 compared to an increase of $.7 million during the first
six months of 2000. The decrease in inventories during the first six
months of 2001 is due primarily to real estate sales (as described in
Results of Operations below) compared to a decrease in inventories during
the first six months of 2000 which represents an increase in inventory
related to agriculture operations at the Kauai sugar plantations which
ceased sugar operations in November 2000, offset by decreases in inventory
related to real estate sales.

During the first six months of 2001, net cash flow provided by
investing activities was $.2 million compared to $.6 million used during
the first six months of 2000.

During the first six months of 2001, net cash flow used in financing
activities was $10.9 million compared to $3.3 million provided by financing
activities during the first six months of 2000. The $14.2 million increase
in cash used in financing activities is due primarily to the $10.5 million
paydown of principal and interest related to certain Amounts Due to
Affiliates -- Senior Debt during the first six months of 2001 compared to
borrowings of $3.5 million from affiliates.

Reference is made to Note 2 - Amounts Due to Affiliates - Senior Debt
Financing. The total amount due Northbrook and its subsidiaries for Senior
Debt financing as of June 30, 2001 was $190.9 million, which includes
accrued and deferred interest to affiliates on senior debt of approximately
$48.8 million. Under the terms of the Indenture, the amounts borrowed from
Northbrook or its affiliates are "Senior Indebtedness" to the COLAs.

RESULTS OF OPERATIONS

AGRICULTURE SEGMENT:

The Company's Agriculture segment remains responsible for activities
related primarily to the cultivation, processing and sale of coffee and
other diversified agricultural products. Agriculture's revenues had been
primarily derived from the Company's sale of its raw sugar. Reference is
made to the "Liquidity and Capital Resources" section of "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
for a discussion of the shutdown of the Company's sugar cane operations.

Agriculture revenues and cost of sales decreased for the three and six
months ended June 30, 2001 as compared to the three and six months ended
June 30, 2000 due to the shutdown of the Company's remaining sugar
operations on Kauai which completed its final harvest in November 2000.

Agriculture revenues for the six months ended June 30, 2001 and 2000
were $3.0 million and $12.8 million, respectively. Agriculture revenues
for the three months ended June 30, 2001 and 2000 were $.4 million and $6.6
million, respectively. Included in agriculture revenues for the three and
six months ended June 30, 2000 were sales of raw sugar of 15,043 tons and
29,346 tons, respectively, at an average price per ton of $334 as of
June 30, 2000. No further sales of sugar by the Company are anticipated
for periods after December 31, 2000.

The improvement in the operating loss of $.9 million and operating
income of $.1 million for the three and six months ended June 30, 2001,
respectively, compared to the operating loss of $3.7 million and $4.7
million for the three and six months ended June 30, 2000, respectively, is
due primarily to the decrease in the amortization period of the
unrecognized net actuarial gain related to the decrease in the Maintenance
of Effort Obligation as more fully described in Note 7 of the Financial
Statements.

GOLF SEGMENT:

The Company's golf segment is responsible for the management and
operation of the two golf courses known as the Royal Kaanapali Golf Courses
in Kaanapali, Maui and the Waikele Golf Club on Oahu. As of December 31,
2000, the Company owns or, in the case of Kaanapali Golf Courses, has a
minority interest investment in the golf courses. As a result of the
Company's minority interest, in 2001, the golf segment no longer includes
the operations of the Royal Kaanapali Golf Courses. This is the primary
cause of operating fluctuations between 2000 and 2001.

PROPERTY SEGMENT:

The Company's Property segment is responsible for land planning and
development activities; obtaining land use, zoning and other governmental
approvals; selling or financing developed and undeveloped land parcels.

Revenues increased to $5.0 and $24.3 million during the three and six
months ended June 30, 2001 from $.7 and $5.8 million during the three and
six months ending June 30, 2000. Revenues for the six months ended
June 30, 2001 included land sales of $18.7 million primarily from the sale
of approximately 5,500 acres on Maui and an additional $5.0 million related
to the recognition of revenue from land sales for proceeds received in a
prior year for approximately 15 acres on Kauai. Revenues for the six
months ended June 30, 2000 included approximately $3.5 million primarily
from the sale of approximately 17 acres on Maui.

During the three and six months ended June 30, 2001, property cost of
sales were $2.0 and $21.4 million as compared to $.2 and 4.2 million for
the three and six months ended June 30, 2000. The increase in cost of
sales was due primarily to the increase in land sales (as discussed above).

The operating income of $1.8 and $.4 million for the three and six
months ended June 30, 2001, improved over the operating loss of $1.4 and
$2.0 million for the three and six months ended June 30, 2000 due to an
improved margin on a certain land sale, offset in part by an increase in
additional cost reserves related to prior year land sales due to higher
revised cost estimates.

(a) OAHU.

After the closure of the Oahu Sugar plantation in 1995, the Company
began developing the 64-acre mill site located in Waipahu, which is
approximately 10 miles west of downtown Honolulu near Pearl Harbor. The
Company received county zoning approval for a light industrial subdivision
on the property. However, given the current third party debt on the
property, it is not expected to be a significant source of liquidity for
the Company.

The Company also owns the Waikele Golf Course located at the Company's
completed Waikele project. Waikele is located directly north of the Oahu
Sugar mill site development in Central Oahu. The Waikele Golf Course has
experienced a significant drop in play from eastbound (primarily Japanese)
tour groups which has depressed rounds played, average rate and, as a
result, net operating income. The Company continues to attempt to develop
and implement marketing plans to return the golf course to its previous
levels of profitability. These programs have had limited success to date
due to additional competition from new and existing golf courses and
continued softness in the Japanese tour group market. At this point, it is
difficult to predict if and when previous levels of sales and profitability
can be achieved again.

(b) MAUI.

As of June 30, 2001, the Company owns approximately 4,800 acres of
land on the island of Maui, most of which are classified as agricultural
land and conservation land for State and County purposes. All of the
Company's land holdings are located in West Maui near the Lahaina and the
Kaanapali Beach Resort areas.

For the six months ended June 30, 2001, the Company generated $15.1
million from land sales, primarily from the sale of approximately 5,500
acres of agricultural land for approximately $14.5 million.

In August 2000, the Company sold approximately 1,600 acres of
agricultural land in Kahoma for $3.8 million. In January 2001, the Company
sold approximately 5,500 acres of agricultural and conservation land in
Launiupoko for $14.5 million.

As of June 30, 2001, the Company has an approximately 16.7% ownership
interest in Amfac Property Investment Corp. ("APIC"). APIC owns and
operates the Royal Kaanapali Golf Courses ("RKGC"), which are two 18-hole
golf courses located at the Kaanapali Beach Resort on West Maui. The
courses occupy approximately 320 acres of land.

The Company has determined that the focus of its future development
efforts should be on its Kaanapali/Honokowai land holdings (approximately
4,300 acres) on Maui. Although additional governmental approvals are
required for most of these lands, approximately 900 acres of the Company's
Kaanapali/Honokowai land holdings already have some form of entitlements.
The Company believes its development efforts are best concentrated in this
area where it has certain development approvals already secured and where
successful resort development has occurred during the past thirty years.

In 1999, the Company began planning for its Kaanapali lands with an
approach referred to as community-based planning ("CBP"). The Company
works to involve members from all aspects of the West Maui community in
developing an acceptable plan for the Company's Kaanapali land holdings.
CBP has been used successfully in several communities on the mainland such
as in the Weston, Florida development being completed by an affiliate of
Northbrook. Management remains hopeful that a plan can be developed that
meets the Company's long-term financial objectives and will be supported by
a broad cross section of the community. (See also discussion of land sales
in "Management Discussion and Analysis of Financial Condition and Results
of Operations - General".)

The projects located in the Kaanapali/Honokowai area that are
currently owned by the Company are described in greater detail below.

KAANAPALI GOLF ESTATES. The Company is marketing its remaining bulk
parcel at Kaanapali Golf Estates ("KGE"), a residential community that is
part of the Kaanapali Beach Resort in West Maui.

In January 2000, the Company sold the 17-acre Parcel 16 for $3.5
million and in July 2000, the Company sold the 19-acre Parcel 19/20 for
$3.5 million.

NORTH BEACH. In October 1998, the Company received the final Maui
County approval (an SMA permit) needed to develop the Kaanapali Ocean
Resort ("KOR"), a 280 unit time share project on the 14 acre Lot 1 ("KOR
Site") of Kaanapali North Beach. In December 2000, the Company sold (to a
timeshare company) the 14-acre KOR site for a gross selling price of $19.5
million. In addition, the timeshare company received a five-year option to
purchase Lot 2 at Kaanapali North Beach. The option purchase price is
based on the number of units entitled at the time of closing (if an
exercise of the option were to take place). The Company currently expects
the purchase price to be in the range of $9.0 million. The remaining three
North Beach lots (including Lot 2) total approximately 82 acres. Under an
agreement that preceded the sale to the timeshare company, the Company is
required to begin construction of improvements for a 13-acre public park at
Wainee, Maui. The park land and improvements will be donated by the
Company to the County of Maui.

The Company's remaining North Beach properties are subject to a
mortgage held by an affiliate of Northbrook securing a loan with the
outstanding principal and accrued interest aggregating approximately $5.8
million, as well as another mortgage securing the remaining Senior Debt
held by Northbrook and its affiliates. For a further description of such
modification of these notes on December 29, 2000, see Note 2 of Notes to
Consolidated Financial Statements.

NORTH BEACH MAUKA. The Company is currently using a community based
planning approach for this 318-acre parcel. Currently, the Company has
Community Plan approvals and R-3 zoning (residential, minimum 10,000 square
foot lots) for North Beach Mauka. State urbanization is required, along
with final zoning and subdivision.

PUUKOLII VILLAGE. The Company has regulatory approval to develop a
project, known as "Puukolii Village", on approximately 249 acres located
"Mauka" ("towards the mountains") of Kaanapali Beach Resort. A significant
portion of this project will be affordable housing. Development of most of
Puukolii Village cannot commence until after completion of the planned
Lahaina/Kaanapali bypass highway. As such, development of this parcel is
not assured and expected to be long term in any event.

MAUI INFRASTRUCTURE COSTS. In connection with certain of the
Company's land use approvals on Maui, the Company has agreed to provide
affordable housing and to participate in the funding of the design and
construction of the planned Lahaina/Kaanapali bypass highway. The Company
has entered into an agreement with the State of Hawaii Department of
Transportation covering the Company's participation in the design and
construction of the bypass highway. In conjunction with state urbanization
of the Company's Kaanapali Golf Estates project, the Company committed to
spend up to $3.5 million (of which approximately $.8 million has been spent
as of June 30, 2001) toward the design of the highway. Due to lengthy
delays by the State in the planned start date for the bypass highway, the
Company funded approximately $1.2 million for the engineering and design of
the widening of the existing highway through the Kaanapali Beach Resort.
The Company believes this $1.2 million will be credited against the $3.5
million commitment discussed above. The Company has also committed another
$6.7 million for the construction of the bypass highway, subject to the
Company obtaining future entitlements on Maui and the actual construction
of the bypass highway. The development and construction of the bypass
highway is expected to be a long-term project that will not be completed
until the year 2007 or later, if ever.

The Company has reached an agreement with Maui County subject to final
regulatory approval, pursuant to which the Company has agreed to convey the
Pioneer Mill office building and five acres of agricultural land in
satisfaction of employee housing requirements affecting North Beach Makai
and affordable housing requirements affecting Kaanapali Golf Estates
parcels.

In July 2001, the Company sold approximately 18,000 acres of land in
Kauai for approximately $25.0 million, the vast majority of which was
classified and zoned, by the State of Hawaii and the County of Kauai
respectively, as agricultural and conservation lands. There were large
contiguous parcels which comprised the bulk of these Kauai land holdings,
located in Lihue/Hanamaulu on the eastern side of Kauai. As of the date of
this report, the Company owns only approximately 1,000 acres of land in
Kauai.

In March 2001, the Company sold approximately 460 acres of
agricultural lands for approximately $3.5 million.

In September 2000, the Company sold a 14-acre parcel at Hanamaulu on
Kauai for $.6 million.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

APIC had not paid the ERS the minimum interest payments due on
January 1, April 1, July 1 and October 1, 2000. A default notice from the
ERS was received which notice included an acceleration of all amounts due
under the loan and the ERS filed to realize upon their security (Employees'
Retirement System of the State of Hawaii v. Amfac/JMB Hawaii, LLC, et. al.,
Civil No. 00-1-2597-08, First Circuit Court, State of Hawaii). Pursuant to
an agreement with the ERS approximately $3.8 million was paid by APIC in
September 2000, to the ERS for a portion of the past due interest amounts
and the ERS has agreed to temporarily suspend its action to realize upon
its security until June 25, 2001 and reached an agreement in principle to
extend such suspension of action until July 31, 2001. This date has not
been extended. Subsequent to September 2000 through the date of this
report, additional payments aggregating approximately $2.2 million have
been made to the lender. In addition, Northbrook has made good faith
deposits of approximately $3.3 million through the date of this report
which are expected to be applied toward Minimum Interest should a
definitive agreement be reached to settle disputes and amend the loan.
Renegotiation of the loan terms is currently underway. Attempts are also
being made to obtain the other easements which the Company and APIC believe
the ERS is obligated to provide. Although recently a non-binding letter of
intent was executed setting forth certain parameters for the negotiation of
a definitive extension agreement, there can be no assurance that such
negotiations will result in a definitive agreement to settle the disputes
with the ERS concerning this loan. Reference is made to Note 2 of Notes to
the Consolidated Financial Statements.

On September 20, 1996, Oahu Sugar Company, Limited ("Oahu Sugar")
filed a lawsuit, Oahu Sugar v. Walter Arakaki and Steve Swift, Case No. 96-
3880-09, in the Circuit Court of the First Circuit, State of Hawaii. In
the lawsuit, Oahu Sugar alleged that it entered into an agreement to sell
to defendants certain sugar cane processing equipment at Oahu Sugar's sugar
cane mill in Waipahu. Oahu Sugar alleged that defendants failed to timely
dismantle and remove the equipment, as required by the agreement, and that
defendants were obligated to pay Oahu Sugar rent for the area occupied by
the equipment beyond the time provided for by the parties. Oahu Sugar
further alleged that it provided notice to defendants that Oahu Sugar was
entitled to treat the equipment as abandoned property and to sell the
equipment, because the equipment had not been removed from the property in
a timely fashion, as required by the parties' agreement. In its complaint,
Oahu Sugar sought, among other things, declaratory relief that it was
entitled to treat the equipment as abandoned, damages for breach of
contract, and rent under an unjust enrichment theory.

Defendants filed an answer, as amended, denying the substantive
allegations of Oahu Sugar's complaint and asserting various affirmative
defenses. In addition, the defendants filed a seven-count counterclaim
against Oahu Sugar. In the counterclaim, defendants alleged, among other
things, that Oahu Sugar failed to make the equipment available for removal
on a timely basis, and that Oahu Sugar otherwise improperly interfered with
defendants' plans for the removal and subsequent sale of the equipment. In
the counterclaim, defendants sought, among other things, general, special
and punitive damages, attorneys' fees, costs, and such other relief as the
Court may have deemed appropriate.

Oahu Sugar's declaratory relief claim was settled in advance of trial.

Oahu Sugar obtained dismissals and directed verdicts on six of defendants'
claims. The remaining portions of the complaint and counterclaim proceeded
to a jury trial and verdict. On December 2, 1999, the jury denied Oahu
Sugar relief on its remaining claims and awarded the defendants
approximately $2.6 million in damages on their counterclaim. On March 2,
2000, the trial court entered a judgment against Oahu Sugar for the $2.6
million in damages awarded by the jury. In addition, the trial court
awarded counterclaimants $751,000 in attorneys' fees, $28,000 in costs and

$866,000 in prejudgment interest. Oahu Sugar's post trial motions for
judgment as a matter of law and for a new trial were denied. Oahu Sugar
filed a notice of appeal. The defendants began efforts to collect the
amounts awarded to them. Defendants caused garnishee summons to be issued
to various affiliated and unaffiliated entities. The defendants scheduled
a debtor's examination for August 23, 2000 which was not concluded. The
Hawaii Supreme Court scheduled the case for an appellate conference and
mediation that was unsuccessful. Then, on January 3, 2001, the Hawaii
Supreme Court entered an order dismissing the appeal. The Supreme Court
held that it lacked jurisdiction over the appeal because the judgment
entered on March 2, 2000 was legally defective in that it did not identify
the claim for which judgment was entered or dismiss all of the other claims
and counterclaims of the parties. In light of the order of the Hawaii
Supreme Court, the parties filed legal briefs before the trial court to
have the court determine, among other things, whether a corrected judgment
consistent with the jury verdict may be entered as of March 2, 2000 or a
new judgment order is required. After hearing the arguments of the
parties, on March 19, 2001, the trial court ruled that it would not enter a
corrected judgment as of March 2, 2000 and that a new judgment order will
be required. On April 12, 2001, the court entered the new judgment order
on the counterclaims providing for the payment of approximately $2.6
million in damages, $730,000 in attorneys' fees, $28,000 in costs, $867,000
in prejudgment interest, and additional prejudgment interest from January
20, 2000 through April 12, 2001. From and after entry of the order, post-
judgment interest will accrue on the unpaid balance at the statutory rate
of ten percent per annum until paid in full. Oahu Sugar is pursuing an
appeal. Oahu Sugar continues to believe that it is entitled to affirmative
relief on its complaint and that it has meritorious defenses to the
counterclaim that it intends to pursue on appeal. The Company, however,
can provide no assurances that it will be successful in obtaining
affirmative relief or overturning the verdict against Oahu Sugar. This
verdict, if upheld, could have a material adverse effect on the Oahu
Sugar's financial condition.

On or about December 15, 2000, Oahu Sugar and Amfac Property
Development Corp. ("APDC"), among others, were named in a lawsuit entitled
Walter Arakaki and Steve Swift v. Oahu Sugar Company, Limited et al., Civil
No. 00-1-3817-12, and filed in the Circuit Court of the First Circuit of
Hawaii. In the complaint, as amended, plaintiffs seek a declaration that
certain conveyances of real estate made by Oahu Sugar or APDC, since
December 1996, were allegedly fraudulent transfers made in violation of the
common law, the Hawaii fraudulent transfer act, and rights which they claim
arose in connection with the claims they filed in Oahu Sugar v. Walter
Arakaki and Steve Swift, Case No. 96-3880-09, discussed above (hereinafter,
"underlying matter"). Plaintiffs seek, among other things, injunctive and
declaratory relief, compensatory damages, punitive damages, orders of
attachment against sales proceeds, voidance of certain transfers,
foreclosure and other remedies in connection with various transfers of real
estate made by Oahu Sugar to APDC, the Young Men's Christian Association of
Honolulu ("YMCA"), and the Filipino Community Center, Inc. ("FCC"), among
others, all over the years 1996-2000. The YMCA and FCC have also been
named defendants in this action and have filed cross-claims for relief
against Oahu Sugar and APDC for alleged breach of warranty of title,
indemnity and contribution in connection with their respective
transactions, and seeking, among other things, damages, attorneys' fees,
costs, and prejudgment interest. Oahu Sugar and APDC have filed answers to
the complaint, as amended, and the cross-claims. On May 3, 2001,
plaintiffs filed an amended complaint dropping the remedy of foreclosure in
connection with certain property transferred to the YMCA and adding various
allegations including, without limitation, allegations regarding the final
judgment entered in the underlying manner. Oahu Sugar and APDC believe
they have meritorious defenses and intend to pursue their defenses
vigorously. However, there can be no assurances that this case, when once
adjudicated, will not have a material adverse effect on the financial
condition of Oahu Sugar or APDC.

On October 7, 1999, Oahu Sugar Company was named in a lawsuit
entitled, Akee, et al. v. Dow Chemical Company, et al., Civil No. 99-3757-
10, and filed in Hawaii State Court (Circuit Court of the First Circuit of
Hawaii). This multiple plaintiff toxic tort case named Oahu Sugar and a
number of additional defendants including several large chemical, petroleum
and agricultural companies. In March 2000, Oahu Sugar Company was
dismissed without prejudice.

On September 30, 1999, Oahu Sugar was one of several defendants named
in a lawsuit entitled, City and County of Honolulu v. Leppert, et al.
Civil No. CV 99 00670 ACK-FIY, and filed in the federal court, District of
Hawaii. The plaintiff asserts several causes of action including actions
for (1) clean-up and other response costs under the Comprehensive
Environmental Response, Compensation, and Liability Act ("CERCLA"); (2)
owner/operator liability, contribution and indemnity under Hawaii statutory
law; (3) strict liability for ultrahazardous activity; and (4) negligence.
Plaintiff alleges that defendant Oahu Sugar previously operated a sugar
mill on property currently owned by plaintiff, and used pesticides,
herbicides, fumigants, petroleum products and by-products and other
hazardous chemicals which were allegedly released into the soil and/or
groundwater at the subject property. Plaintiff sought recovery of response
costs it has incurred and to be incurred, a declaration of the rights and
liabilities for past and any future claims, damages for lost property
value, technical consulting and legal costs in investigating the property,
increased construction costs, and attorneys' fees and costs. Two of the
other defendants, Clinton Churchill and David Heenan, as trustees under the
will and estate of James Campbell ("Campbell Estate"), have filed a third
party complaint, as amended, seeking indemnity and contribution from Oahu
Sugar arising from, among other things, a lease between Oahu Sugar and
Campbell Estate concerning the land which is allegedly contaminated. The
Campbell Estate also filed a third party complaint, as amended, against
Northbrook Corporation ("Northbrook") seeking a defense and indemnity.
Campbell Estate, Oahu Sugar, and Northbrook filed cross motions for summary
judgment on the third party complaints. On October 27, 2000, the court
ruled that Oahu Sugar, under its 1970 amendment of lease with Campbell
Estate, and Northbrook, under its guaranty of the lease, had an obligation
to defend and indemnify the Campbell Estate for any environmental liability
under specified federal and state environmental law, negligence and strict
liability for ultrahazardous activity, assessed against Campbell Estate as
owner of the subject property due to actions taken by Oahu Sugar on the
property from 1970 forward, only, and not for activities occurring before
1970. The court also ruled that Campbell Estate was entitled to recover
its attorneys' fees, costs, and expenses incurred in establishing its right
to indemnity. On November 6, 2000, Campbell Estate filed a motion for
reconsideration to have the trial court reconsider that portion of its
ruling that relieves Oahu Sugar and Northbrook of the obligation to
indemnify Campbell Estate for the failure to eliminate and cleanup the
alleged contamination to the extent that it occurred prior to 1970. On or
about December 15, 2000, the trial court denied the motion for
reconsideration and the Campbell Estate sought to appeal the trial court's
order. The plaintiff on one hand and the Campbell Estate and Oahu Sugar on
the other filed cross motions for summary judgment. Trial of this matter
has been scheduled for September 2001. Oahu Sugar intends to vigorously
defend itself.

On September 30, 1999, Oahu Sugar was named in a related lawsuit
entitled, City and County of Honolulu v. Leppert, et al., Civil No. 99-
3678-09, and filed in Hawaii State Court, Circuit Court for the First
Circuit of Hawaii. Oahu Sugar has been served in this matter. This case is
the same case as the CERCLA action above, except that it asserts causes of
action under the Hawaii Environmental Response Law, the state law
equivalent of CERCLA. The alleged specific causes of action include actions
for (1) owner/operator liability, contribution and indemnity under Hawaii
Revised Statue Section 128D-18; (2) strict liability; (3) negligence, and,
(4) declaratory relief on state claims. On July 3, 2000, the Hawaii state
court issued a stay of this action, pending the outcome of the federal
litigation and subject to various other stated conditions.

A potential settlement has been reached. The settlement, if
consummated, would require certain payments by Oahu Sugar. The parties are
exchanging documents that are intended to resolve the matters. Oahu Sugar
can give no assurance that the settlement will be consummated.

An insurance carrier for Oahu Sugar is partially funding the defense
of these environmental-related cases, subject to a reservation of rights.
If settlement is not consummated, Oahu Sugar can give no assurances as to
the portion of defense costs and indemnity costs, if any, that will
ultimately be borne by the insurance carrier.

The Company believes that Oahu Sugar has meritorious defenses to these
lawsuits and Oahu Sugar will defend itself vigorously. However, there can
be no assurances that these cases (or any of them), if adjudicated, will
not have a material adverse effect on the financial condition of Oahu
Sugar.

On May 10, 2000, Oahu Sugar was named in a civil action entitled,
Albert and Marciana Kalaikai v. Oahu Sugar, et. al., pending in the Circuit
Court of the First Circuit, State of Hawaii, Civil No. 00-1-1497-05. In
this case, plaintiffs seek damages for alleged asbestos related injuries
sustained, among other things, from exposure to asbestos-containing
products over the course of in excess of forty years and at numerous
locations including the Oahu Sugar mill site over the period of 1950-1960.
The case is in the beginning stages of litigation and Oahu Sugar intends to
defend itself vigorously.

Oahu Sugar was also named a defendant in another alleged asbestos
related personal injury action entitled, Anthony Fiori and Stella Fiori v.
Raybestos-Manhattan, filed in the San Francisco County Superior Court, Case
No. 304868, filed on or about July 13, 1999. In the complaint, plaintiffs
sought $3.0 million in economic and non-economic damages, as well as $1.0
million in punitive damages, for injuries alleged sustained. Oahu Sugar
has entered into an agreement in principle to resolve the matter with a
settlement being funded by one of Oahu Sugar's insurers. Oahu Sugar can
give no assurance that the settlement will be consummated.

An insurance carrier for Oahu Sugar has agreed to defend Oahu Sugar in
the Kalaikai and Fiori cases, subject to a reservation of rights. Oahu
Sugar can give no assurances as to the portion of the defense costs and
indemnity costs, if any, that will be ultimately borne by the insurance
carrier.

Oahu Sugar is substantially without assets to satisfy any judgments in
these actions. However, the liability, if any, of Oahu Sugar in these
asbestos matters should not extend to AHI and its other subsidiaries.

On or about February 23, 2001 Kekaha Sugar Co., Ltd. received a letter
from the Hawaii Department of Health ("HDOH") assigning the Kekaha Sugar
Co., Ltd. site a high priority status based on HDOH's review of available
environmental data. In the letter, HDOH identified five major areas of
potential environmental concern including the former wood treatment plant,
the herbicide mixing plant, the seed dipping plant, the settling pond, and
the Kekaha Sugar Mill. While setting forth specific concerns, the HDOH
reserved the right to designate still further areas of potential concern
which might require further investigation and possible remediation. HDOH
further reserved the right to modify its prioritization of the site should
conditions warrant. The assignment of the high priority status will likely
result in a high degree of oversight by the HDOH as the issues raised are
studied and addressed. Kekaha Sugar Co., Ltd. has responded to the letter.

Kekaha Sugar Co., Ltd. is substantially without assets and further pursuit
of this matter by HDOH could have a materially adverse effect on the
financial condition of Kekaha Sugar Co., Ltd.

On or about February 23, 2001, Lihue Plantation Co., Ltd. received a
similar letter from the HDOH assigning the Lihue Plantation Co., Ltd. site
a high priority status based on HDOH's review of available environmental
data. In the letter, HDOH identified four major areas of potential
environmental concerning including the Lihue herbicide mixing plant, the
seed dipping plant, the settling pond and the Lihue Sugar Mill. While
setting forth specific concerns, the HDOH reserved the right to designate
still further areas of potential concern which might require further
investigation and possible remediation. HDOH further reserved the right to
modify its prioritization of the site should conditions warrant. As noted
above, the high priority assignment will likely result in a high degree of
oversight by the HDOH as the issues raised are studied and addressed.

APDC has submitted a proposal to the HDOH to treat chlorinated
solvents which have been discovered in the groundwater at the former Oahu
Sugar Waipahu Sugar Mill site. The contamination does not appear in high
concentrations, but nevertheless will likely require some form of
remediation. APDC has recommended to HDOH a process of remediation that
will use hydrogen releasing compounds to consume and destroy the
contamination in the known areas of contamination. At this point, APDC is
unable to identify with certainty the treatment options that will be
approved by HDOH or the cost of same.

As a result of an administrative order issued it Oahu Sugar Company by
the Hawaii Department of Health, Order No. CH 98-0012, dated January 27,
1998, Oahu Sugar is currently engaged in environmental site assessment of
lands it leased from the U.S. Navy and located on the Waipio Peninsula.
Sampling is underway and the investigation is otherwise still in its
preliminary stages.

Other than as described above, the Company is not involved in any
material pending legal proceedings, other than ordinary routine litigation
incidental to its business. The Company and/or certain of its affiliates
have been named as defendants in several pending lawsuits. While it is
impossible to predict the outcome of such routine litigation that is now
pending (or threatened) and for which the potential liability is not
covered by insurance, the Company is of the opinion that the ultimate
liability from any of this litigation will not materially adversely affect
the Company's results of operations or its financial condition.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

APIC had not paid the ERS the minimum interest payments due on
January 1, April 1, July 1 and October 1, 2000. A default notice from the
ERS was received which notice included an acceleration of all amounts due
under the loan and the ERS filed to realize upon their security. Pursuant
to an agreement between the ERS and APIC approximately $3.8 million was
paid in September 2000, to the ERS for a portion of the past due interest
amounts and the ERS had agreed to temporarily suspend its action to realize
upon its security until June 25, 2001 and reached an agreement in principle
to extend such suspension of action until July 31, 2001. This date has not
been extended. Subsequent to September 2000 through the date of this
report, additional payments aggregating approximately $2.2 million have
been made to the lender. In addition, Northbrook has made good faith
deposits of approximately $3.3 million through the date of this report
which are expected to be applied toward Minimum Interest should a
definitive agreement be reached to settle disputes and amend the loan.
Renegotiation of the loan terms is currently underway. Though the Company
has recently executed a non-binding letter of intent setting forth certain
parameters for the negotiation of a definitive extension agreement, there
can be no assurance that such negotiations will result in a definitive
agreement to settle the disputes with the ERS concerning this loan.

The Company has received a notice from each of the holders of the
Senior Debt notifying the Company that all Senior Debt is currently in
default due to the existence of other defaults or circumstances that
constitute events of default under the Senior Debt. Amounts due on such
indebtedness aggregated $185.4 million as of June 30, 2001 and are included
in "Amounts due to affiliates - Senior Debt Financing" in the accompanying
Consolidated Balance Sheets. Reference is made to Note 2 of Notes to
Consolidated Financial Statements.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The following documents are included as an exhibits to this
report.

Exhibit
No. Exhibit
- ------- --------

4.1 Indenture, including the form of COLAs, among Amfac/JMB
Hawaii, Inc., its subsidiaries as Guarantors and Continental
Bank National Association, as Trustee (dated as of March 14,
1989). (2)

4.2 Amendment dated as of January 17, 1990 to the Indenture
relating to the COLAs. (2)

4.3 The five year $66,000,000 loan with the Employees' Retirement
System of the State of Hawaii to Amfac/JMB Hawaii, Inc. as of
June 25, 1991. (3)

4.4 Amendment to the $66,000,000 loan with the Employees'
Retirement System of the State of Hawaii to Amfac/JMB Hawaii,
Inc. as of April 18, 1996. (4)

4.5 $10,000,000 loan agreement between Amfac Property Development
Corp. and City Bank at December 18, 1996. (5)

4.6 Amended and Restated $25,000,000 loan agreement between
Waikele Golf Club, Inc. Bank of Hawaii dated February 4, 1997.
(6)

4.7 Second Supplement to the Indenture dated as of March 1, 1998.
(7)

4.8 Third Supplement to the Indenture dated as of October 16,
2000. (10)

4.9 Promissory Note A, in replacement of Note #1, in the amount of
$28,370,074.56 between Amfac Hawaii LLC and Fred Harvey
Transportation Company dated December 29, 2000. (10)

4.10 Promissory Note B, in replacement of Note #1, in the amount of
$68,059,328.34 between Amfac Hawaii LLC and Fred Harvey
Transportation Company dated December 29, 2000. (10)

4.11 Amended and Restated Promissory Note in the amount of
$26,375,300 between Amfac Hawaii LLC and AF Investors LLC
dated December 29, 2000. (10)

4.12 Amended and Restated Promissory Note in the amount of
$21,318,000 between Amfac Hawaii LLC and AF Investors LLC
dated December 29, 2000. (10)

4.13 Amended and Restated Promissory Note in the amount of
$10,000,000 between Amfac Hawaii LLC and Northbrook
Corporation dated December 29, 2000. (10)

4.14 Amended and Restated Promissory Note between The Lihue
Plantation Company, Limited and Northbrook Corporation dated
December 29, 2000. (10)

4.15 Amended and Restated Promissory Note between The Lihue
Plantation Company, Limited and Northbrook Corporation dated
December 29, 2000. (10)

Exhibit No.Exhibit
- ------------------

4.16 Assignment of Loan Documents between Tobishima Pacific, Inc.
and 900 Investment Management, L.P. dated September 29, 2000.
(10)

4.17 Assignment of Loan Documents between 900 Investment Management
L.P. and NB Realty Holdings-VI, Inc. dated September 29, 2000.
(10)

4.18 Note Modification Agreement between Amfac Property Investment
Corp. and NB Realty Holdings-VI, Inc. dated October 2, 2000.
(10)

4.19 Second Note Modification agreement between Amfac Hawaii and NB
Holdings-VI, Inc. dated December 31, 2000. (10)

10.1 General Lease S-4222, dated January 1, 1969, by and between
the State of Hawaii and Kekaha Sugar Company, Limited. (1)

10.2 Grove Farm Haiku Lease, dated January 25, 1974 by and between
Grove Farm Company, Incorporated and The Lihue Plantation
Company, Limited. (1)

10.3 General Lease S-4412, dated October 31, 1974, by and between
the State of Hawaii and the Lihue Plantation Company, Limited.
(1)

10.4 General Lease S-4576, dated March 15, 1978, by and between the
State of Hawaii and The Lihue Plantation Company, Limited. (1)

10.5 General Lease S-3821, dated July 8, 1964, by and between the
State of Hawaii and East Kauai Water Company, Ltd. (1)

10.6 Amended and Restated Power Purchase Agreement, dated as of
June 15, 1992, by and between The Lihue Plantation Company,
Limited and Citizens Utilities Company. (1)

10.7 U.S. Navy Waipio Peninsula Agricultural Lease, dated May 26,
1964, between The United States of America (as represented by
the U.S. Navy) and Oahu Sugar Company, Ltd. (1)

10.8 Amendment to the Robinson Estate Hoaeae Lease, dated May 15,
1967, by and between various Robinsons, heirs of Robinsons,
Trustees and Executors, etc. and Oahu Sugar Company, Limited
amending and restating the previous lease. (1)

10.9 Amendment to the Campbell Estate Lease, dated April 16, 1970,
between Trustees under the Will and of the Estate of James
Campbell, Deceased, and Oahu Sugar Company, Limited amending
and restating the previous lease. (1)

10.10 Bishop Estate Lease No. 24,878, dated June 17, 1977, by and
between the Trustees of the Estate of Bernice Pauahi Bishop
and Pioneer Mill Company, Limited. (1)

10.11 General Lease S-4229, dated February 25, 1969, by and between
the State of Hawaii, by its Board of Land and Natural
Resources and Pioneer Mill Company, Limited. (1)

10.12 Honokohau Water License, dated December 22, 1980, between Maui
Pineapple Company Ltd. and Pioneer Mill Company, Limited. (1)

10.13 Water Licensing Agreement, dated September 22, 1980, by and
between Maui Land & Pineapple Company, Inc. and Amfac, Inc.
(1)

Exhibit No.Exhibit
- ------------------

10.14 Amfac Hawaii Tax Agreement, dated November 21, 1988 between
Amfac/JMB Hawaii, Inc., and Amfac Property Development Corp.;
Amfac Property Investment Corp.; Amfac Sugar and Agribusiness,
Inc.; Kaanapali Water Corporation; Amfac Agribusiness, Inc.;
Kekaha Sugar Company, Limited; The Lihue Plantation Company,
Limited; Oahu Sugar Company, Limited; Pioneer Mill Company,
Limited; Puna Sugar Company, Limited; H. Hackfeld & Co., Ltd.;
and Waiahole Irrigation Company, Limited. (2) Amfac-Amfac
Hawaii Tax Agreement, dated February 21, 1989 between Amfac,
Inc. and Amfac/JMB Hawaii, Inc. (2) Services Agreement, dated
November 18, 1988, between Amfac/JMB Hawaii, Inc., and Amfac
Property Development Corp.; Amfac Property Investment Corp.;
Amfac Sugar and Agribusiness, Inc.; Kaanapali Water
Corporation; Amfac Agribusiness, Inc.; Kekaha Sugar Company,
Limited; The Lihue Plantation Company, Limited; Oahu Sugar
Company, Limited; Pioneer Mill Company, Limited; Puna Sugar
Company, Limited; H. Hackfeld & Co., Ltd.; and Waiahole
Irrigation Company, Limited and JMB Realty Corporation. (2)

10.15 Amfac-Amfac Hawaii Tax Agreement, dated February 21, 1989
between Amfac, Inc. and Amfac/JMB Hawaii, Inc. (2)

10.16 Agreement Concerning Amfac - Amfac Hawaii Tax Agreement by and
among Amfac Hawaii LLC and Northbrook Corporation dated
November 30, 2000. (10)

10.17 Tax Agreement by and among Northbrook Corporation and Amfac
Hawaii LLC dated December 29, 2000. (10)

10.18 Contribution Agreement by and among Amfac Property Investment
Corp., Pioneer Mill Company, Limited, Northbrook Corporation,
AF Investors, LLC and Fred Harvey Transportation Company dated
November 27, 2000. (10)

10.19 Restructuring Agreement by and among Amfac Hawaii LLC, and
subsidiaries, Amfac Property Investment Corp., Northbrook
Corporation, AF Investors, LLC, Fred Harvey Transportation
Company, Amfac Finance Limited Partnership and NV Realty
Holdings-VI, Inc. dated December 29, 2000. (10)

10.20 Services Agreement, dated November 18, 1988, between Amfac/JMB
Hawaii, Inc., and Amfac Property Development Corp.; Amfac
Property Investment Corp.; Amfac Sugar and Agribusiness, Inc.;
Kaanapali Water Corporation; Amfac Agribusiness, Inc.; Kekaha
Sugar Company, Limited; The Lihue Plantation Company, Limited;
Oahu Sugar Company, Limited; Pioneer Mill Company, Limited;
Puna Sugar Company, Limited; H. Hackfeld & Co., Ltd.; and
Waiahole Irrigation Company, Limited and JMB Realty
Corporation. (2)

10.21. Assignment and assumption agreement dated September 30, 1998,
executed by TPI and APIC. (8)

10.22. Assignment and Contribution Agreement effective December 31,
1998 between Northbrook Corporation and Amfac/JMB Hawaii,
L.L.C. (9)

10.23. Note Modification Agreement dated December 31, 1998 between
Amfac/JMB Hawaii, L.L.C. and Fred Harvey Transportation
Company. (9)

Exhibit No.Exhibit
- ------------------

19.0 $35,700,000 agreement for sale of C&H and certain other C&H
assets, to A&B Hawaii, Inc. in June 1993. (7) Subsidiaries of
Amfac/JMB Hawaii, Inc. (1) A copy of pages 19, 41-45 and 51 of
the Prospectus of the Company dated December 5, 1988 (relating
to SEC Registration Statement on Form S-1 (as amended) File
No. 33-24180) and hereby incorporated by reference. (2)
Pursuant to Item 6.01 (b)(4) of Regulation SK, the registrant
hereby undertakes to provide the Commission upon its request a
copy of any agreement with respect to long-term indebtedness
of the registrant and its consolidated subsidiaries that does
not exceed 10 percent of the total assets of the registrant
and its subsidiaries on a consolidated basis.

(1) Previously filed as exhibits to the Company's Registration
Statement of Form S-1 (as amended) under the Securities Act of 1933 (File
No. 33-24180) and hereby incorporated by reference.

(2) Previously filed as exhibits to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed on March 27,
1989 and hereby incorporated by reference.

(3) Previously filed as exhibits to the Company's Form 10-Q report
under the Securities Act of 1934 (File No. 33-24180) filed on August 13,
1991 and hereby incorporated by reference.

(4) Previously filed as an exhibit to the Company's Form 10-Q
report under the Securities Act of 1934 (File No. 33-24180) filed May 13,
1996 and hereby incorporated by reference.

(5) Previously filed as exhibit to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed March 21, 1997
and hereby incorporated by reference.

(6) Previously filed as exhibit to the Company's Form 10-Q report
under the Securities Act of 1934 (File No. 33-24180) filed May 15, 1996 and
hereby incorporated by reference.

(7) Previously filed as exhibit to the Company's Form 8-K report
under the Securities Act of 1934 (File No. 33-24180) filed March 3, 1998
and hereby incorporated by reference.

(8) Previously filed as exhibit to the Company's Form 10-Q report
under the Securities Act of 1934 (File No. 33-24180) filed November 12,
1998 and hereby incorporated by reference.

(9) Previously filed as exhibit to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed March 8, 1999
and hereby incorporated by reference.

(10) Previously filed as exhibit to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed March 30, 2001
and hereby incorporated by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

AMFAC HAWAII, LLC

/s/ GAILEN J. HULL
-------------------
By: Gailen J. Hull
Vice President
Date: August 10, 2001