8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2013

MATSON, INC.

(Exact name of registrant as specified in its charter)

Hawaii	001-34187	99-0032630
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
incorporation)		No.)

1411 Sand Island Parkway

Honolulu, Hawaii 96819

(Address of principal executive office and zip code)

(808) 848-1211

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

On March 6, 2013, Matson, Inc. (“Matson”) will present an overview of Matson at an investor conference.  Matson will be using the presentation materials attached as exhibit 99.1 to this Form 8-K.  Additionally, the presentation materials are available on the Company’s website at www.matson.com and will be available for approximately one week following the meetings.  The information set forth in these materials speaks only as of March 6, 2013.

Statements in this Form 8-K and the attached exhibits that are not historical facts are “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement.  Factors that could cause actual results to differ materially from those contemplated in the statements include, without limitation, those described on pages 9-15 of the Form 10-K filed by Matson, on March 1, 2013.  These forward-looking statements are not guarantees of future performance.  Actual results could differ materially from those anticipated in the forward-looking statements and future results could differ materially from historical performance.

Item 9.01. Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits.

The exhibits listed below are being furnished with this Form 8-K.

99.1        Investor Presentation, dated March 6, 2013

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 6, 2013
	MATSON, INC.
	/s/ Joel M. Wine
	Joel M. Wine
	Senior Vice President,
	Chief Financial Officer

2

EX-99.1

Exhibit 99.1

1 JP Morgan Transportation Investment Conference March 6, 2013

2 Statements in this presentation that set forth expectations or predictions are based on facts and situations that are known to us as of the date of this filing. Actual results may differ materially, due to risks and uncertainties, such as those described on pages 9-15 of our 2012 Form 10-K and other subsequent filings with the SEC. Statements in this presentation are not guarantees of future performance. We do not undertake any obligation to update our forward-looking statements. Investors may obtain a free copy of all filings containing information about Matson from the SEC at the SEC’s website at http://www.sec.gov after such documents have been filed with the SEC. In addition, copies of filings containing information about us can be obtained without charge by sending a request to Matson, Inc., 1411 Sand Island Parkway, Honolulu, Hawaii 96819, Attention: Investor Relations; by calling (808) 848-1211; or by accessing them on the web at http://www.matson.com.

Key Investment Highlights Matt Cox President and CEO Matson, Inc.

4 Key Investment Highlights Great brand equity Leading market share in core Hawaii and Guam shipping lanes Significant advantages in premium China service Superior asset quality and flexibility Experienced management team Strong balance sheet and cash flow generation Attractive cash dividend

5 The Matson Brand Premier Ocean Transportation and Logistics Provider 130 years of Leadership in the Pacific Service and Reliability Beyond the Norm Financial Stability Delivering Value to Our Customers 5

6 Shanghai Ningbo Xiamen Guam Honolulu, Hawaii Long Beach Oakland Portland Seattle Micronesia Matson Ocean Transportation Connecting the Pacific Unlike Anyone Else

Matson South Pacific Acquisition Acquired primary assets of Reef Shipping for $9.6 million Expansion into strategically attractive adjacent Pacific regions New platform creates opportunities to link with Guam/China/Hawaii Will be included in Ocean Transportation segment for reporting purposes North & West of Fiji Cook Islands Fiji, Samoas, Tonga Guam/Micronesia

Hawaii Service Fourth Quarter Performance Slight uptick in volume YOY Lower vessel operating costs as fleet returned to 9-ship deployment Barge dry-docking led to higher outside transportation costs Outlook for 2013 Modest volume gains Core 9-ship deployment expected for most of year due to lighter dry-dock schedule Second Pasha vessel not expected to enter market until 2014 Container Volume 25,000 30,000 35,000 40,000 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 Auto Volume 10,000 15,000 20,000 25,000 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12

Hawaii: Poised for Growth Positive economic trends International tourism a growth opportunity Hawaii among the world’s most desirable vacation destinations Experience catering to growing demand from Asian tourists Infrastructure projects expected to support expansion of construction industry 0.6% 9.6% 6.0% 1.6% 2012 Statistic 2010 2011 2013F Real GDP 1.4% -0.2% 2.6% Unemployment 6.9% 6.7% 5.1% Visitor Arrivals 7.7% 4.0% 5.4% Construction Jobs -8.1% -2.0% 6.6% 9 Sources: Hawaii Department of Business, Economic Development & Tourism, First Quarter 2013 Report, February 22, 2013 University of Hawaii Economic Research Organization, State Forecast Update, February 15, 2013

Guam Service Outlook for 2013 Muted economic activity Volume similar to 2012, assuming no new competitor enters market Military redeployment pushed out to 2015, at earliest Fourth Quarter Performance Container volume up significantly YOY reflecting competitor exit in 4Q2011 Overall market has contracted slightly Container Volume 0 2,000 4,000 6,000 8,000 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12

China Expedited Service (CLX) Fourth Quarter Performance YOY spot freight rates up significantly Benefits approximately 50% of volume Container volume down 11.4% in 4Q12 Delayed sailing slipped into 2013 Ships running near full capacity Outlook for 2013 Record global capacity added Average annual freight rates expected to erode modestly Expect flat container volume YOY Container Volume 0 5,000 10,000 15,000 20,000 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 Average Shanghai Containerized Freight Index by Quarter (Spot Rates) $1,478 $1,813 $2,429 $2,561 $2,273 0 500 1,000 1,500 2,000 2,500 3,000 4Q11 1Q12 2Q12 3Q12 4Q12

12 SSA Terminals Joint Venture Formed July 1999 – SSA Marine (65%) and Matson (35%) Service U.S. West Coast Stevedoring/Terminal Operator Container Equipment Maintenance Chassis Pools On-Dock Rail Locations Terminals SSAT Total %SSAT* Long Beach/LA 2 12 5-10% Oakland 2 6 35-40% Seattle/Tacoma 2 8 25-30% 6 26 20-25% Source: Matson management estimates *SSAT lifts as a percentage of all terminal operations lifts, by location

13 Guaranteed berth/cranes Quick turn of vessels Maintain sailing schedules Fast cargo availability Quick truck turns Quick yard turns Flexibility to receive freight close to departure Increased customer satisfaction Strategic Benefits of Dedicated Terminals

1 SSAT Joint Venture Outlook for 2013 Customer loss will negatively impact joint venture contributions Aggressive expense control initiatives Breakeven performance expected Fourth Quarter Performance Customer losses continue to weigh on performance Overall market has contracted slightly Equity in Income from Joint Venture (in millions) $5.2 $6.2 $12.8 $8.6 $3.2 0 3 6 9 12 15 2008 2009 2010 2011 2012

15 Matson Logistics A National Network of Integrated Services Seattle Portland Houston Reno St Paul Chicago Birmingham Dallas Philadelphia Atlanta Savannah Jacksonville Akron Indianapolis Long Beach Phoenix Boston Columbus SF/ Oakland Source: Matson management Warehousing & Distribution China Supply Chain Services Domestic & International Intermodal Highway TL and LTL Customer Service Center Logistics Sales International Intermodal Sales Warehousing and Distribution Matson Port Facility Top 10 third-party logistics broker Leverages Matson brand Long-term relationships with customers and vendors Scalable model with high ROIC

16 Matson Logistics Priorities 16 Achieve organic growth Highway and intermodal brokerage Distribution and warehouse services Increase coordinated cross-selling with Ocean Transportation Further develop the 53-foot intermodal domestic container pilot program Goal to return operating margins to historical 2 to 4 percent range

17 Seasoned Management Team Name Title Matson Years in Transportation Matthew J. Cox President & CEO 2001 24 Joel M. Wine SVP & CFO 2011 2 Ronald J. Forest SVP, Operations 1995 35 David L. Hoppes SVP, Ocean Services 1989 32 Kevin C. O’Rourke SVP, General Counsel 1992 35 Vic S. Angoco SVP, Pacific 1996 23 Rusty K. Rolfe President, Matson Logistics 2001 31 More than 175 Years of Combined Transportation Experience

Financial Highlights Joel Wine Senior Vice President and Chief Financial Officer

19 Key Investment Highlights Great brand equity Leading market share in core Hawaii and Guam shipping lanes Significant advantages in premium China service Superior asset quality and flexibility Experienced management team Strong balance sheet and cash flow generation Attractive cash dividend

EBITDA, EPS and ROIC – FY 2012 See the Addendum for a reconciliation of GAAP to non-GAAP for Financial Metrics FY12 Net Income of $45.9 million versus FY11 Net Income of $34.2 million FY EBITDA ($millions) $150.2 $168.8 $50.0 $100.0 $150.0 $200.0 $250.0 FY11 FY12 FY ROIC (%) 9.9% 0.0% 4.0% 8.0% 12.0% 16.0% FY12 FY EPS from Continuing Operations, Fully Diluted $1.09 $1.22 $0.00 $0.40 $0.80 $1.20 $1.60 FY11 FY12 20

Ocean Transportation SSAT contributed $0.1 million in 4Q12 and $3.2 million in FY 2012 8.8% $26.7 $303.7 4Q12 $14.2 $12.5 Operating Income 4.4% Oper. Income Margin Change 4Q11 $21.6 Revenue $282.1 8.1% $96.6 $1,189.8 FY12 $22.9 $73.7 Operating Income 6.8% Oper. Income Margin Change FY11 $113.6 Revenue $1,076.2 4Q 2012 Operating Income ($millions) $12.5 $26.7 $0 $10 $20 $30 $40 4Q11 4Q12 FY 2012 Operating Income ($millions) $73.7 $96.6 $20 $40 $60 $80 $100 $120 FY11 FY12 21

Matson Logistics (3.0%) ($2.8) $94.6 4Q12 ($2.1) ($0.7) Operating Income (0.8%) Oper. Income Margin Change 4Q11 $1.8 Revenue $92.8 0.0% $0.1 $370.2 FY12 ($4.8) $4.9 Operating Income 1.3% Oper. Income Margin Change FY11 ($16.2) Revenue $386.4 4Q 2012 Operating Income ($millions) ($0.7) ($2.8) -$4 -$2 $0 $2 $4 4Q11 4Q12 FY 2012 Operating Income ($millions) $4.9 $0.1 $0 $2 $4 $6 FY11 FY12 22

23 EBITDA1, 2 (Dollars in Millions) $10 $133 $129 $175 $219 $68 $38 $13 $71 $47 Matson Financial Data 1 EDITDA and capital expenditure information extracted from previously filed Form 10-Ks which include other income and exclude intercompany income. 2Operating Income is from continuing operations. 2011 expenses included CLX2 costs of $7.1 million primarily related to container repositioning that did not qualify for discontinued operations treatment. Matson estimates additional administrative expenses of approximately $8 to $10 million annually, not included in the financial statements prior to the Company’s June 29, 2012 Separation transaction, will be incurred in future periods related directly to costs associated with operating as a publicly traded company. Capital Expenditures1 (Dollars in Millions) Average excluding new Vessels = $40 million Other New Vessels $38 $149 $97 $177 $204 $186 $213 $193 $135 $196 $150 $169 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 $46 $98 $119 $143 $127 $148 $124 $65 $125 $78 $97 2002 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Operating Income EBITDA

Condensed Balance Sheet 35.5 19.9 Cash Assets (dollars in millions) 12/31/12 6/30/12 Other total current assets 214.2 201.3 Investments in affiliates 59.6 58.7 Property, net 762.5 783.0 Other assets 118.1 111.0 Total $1,174.3 $1,189.5 28.4 16.4 Current portion of long-term debt 179.3 177.0 Other current liabilities 33.0 38.4 Other liabilities 252.0 251.9 Deferred income taxes Liabilities & Shareholders’ Equity 12/31/12 6/30/12 Total current liabilities 193.4 207.7 Long term debt 302.7 344.4 Employee benefit plans 108.0 105.1 Total long term liabilities 701.0 734.5 Shareholders’ equity 279.9 247.3 Total $1,174.3 $1,189.5 Debt Total debt of $319.1 million Current portion is $16.4 million Net Debt/EBITDA ratio of 1.77 Paid down total debt by $53.7 million since Separation See the Addendum for a reconciliation of GAAP to non-GAAP for Financial Metrics 24

Ocean Transportation operating income for 2013 expected to be modestly higher than 2012, impacted by: Modest uptick in Hawaii volume 9-ship fleet deployment due to lighter dry-dock schedule Flat Guam volume Modest erosion in China rates Break-even performance at SSAT Logistics operating income expected to turn positively in 2013, impacted by: Continued expense control Improved NorCal warehouse operations after consolidation 53’ program, improve internal sales 1Q13 operating income outlook Approximate doubling in Ocean Transportation from $5.8 million 1Q12 base Breakeven in logistics, similar to 1Q12 base 2013 Outlook 25

26 Appendix

27 More detailed information is available in previously filed Form 10-Ks and 10-Qs Ocean Transportation Operating Income Operating Income Operating Margin 10-year Average Annual Operating Income: $101.4 million $ millions Adjusted Operating Income Operating Margin $93.2 $105.6 $126.5 $105.6 $57.8 $73.7 $96.6 $118.3 $128.0 $108.3 $0 $20 $40 $60 $80 $100 $120 $140 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0%

28 Pre-Tax Income (Loss) SSAT Investment More detailed information is available in previously filed Form 10-Ks and 10-Qs 10-year Average Annual Pre-tax Income: $8.5 million $ millions $4.7 $17.1 $13.3 $10.7 $5.2 $6.2 $12.8 $8.6 $3.2 $3.4 $0 $2 $4 $6 $8 $10 $12 $14 $16 $18 $20 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Thousands

29 Logistics Operating Income More detailed information is available in previously filed Form 10-Ks and 10-Qs Operating Income Operating Margin 10-year Average Annual Operating Income: $10.8 million $ millions Operating Income Operating Margin $4.3 $8.9 $20.8 $21.8 $18.5 $6.7 $7.1 $14.4 $4.9 $0.1 $0 $5 $10 $15 $20 $25 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0%

30 Unaudited, more detailed information is available in previously filed Form 10-Ks and 10-Qs Quarterly Operating Income from Continuing Operations Operating Income Operating Margin $ millions Ocean Transportation $10.3 $28.6 $5.2 $27.1 $28.9 $5.8 $31.2 $32.9 $26.7 $12.5 $42.5 $36.9 $0 $5 $10 $15 $20 $25 $30 $35 $40 $45 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% 18.0%

31 Unaudited, more detailed information is available in previously filed Form 10-Ks and 10-Qs Quarterly Operating Income from Continuing Operations Operating Income Operating Margin $ millions Logistics $1.9 $2.0 $1.5 $2.1 $2.0 $0.3 $1.3 $1.3 -$2.8 -$0.7 $1.8 $1.5 -$4 -$3 -$2 -$1 $0 $1 $2 $3 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 -4.0% -3.0% -2.0% -1.0% 0.0% 1.0% 2.0% 3.0%

32 Selected Segment Data More detailed information is available in previously filed Form 10-Ks and 10-Qs $73.8 $ 3.2 $70.6 $47.2 $ 3.0 0 $44.2 2011 2003 2004 2005 2006 2007 2008 2009 2010 2012 Capital Expenditures Ocean Transportation $133.2 $128.6 $173.9 $217.1 $65.8 $35.5 $12.7 $69.4 $37.0 Vessel Purchases $100.1 $ 98.2 $148.8 $154.6 $ 1.9 $ 1.3 $ 0.2 0 0 Logistics Services $ 0.2 $ 0.1 $ 1.3 $ 1.7 $ 2.0 $ 2.4 $ 0.6 $ 1.8 $1.1 Total CAPEX $133.4 $128.7 $175.2 $218.8 $67.8 $37.9 $13.3 $71.2 $38.1 Depreciation & Amortization Ocean Transportation $ 51.0 $ 56.8 $ 59.5 $ 58.1 $63.2 $66.1 $67.1 $69.0 $68.7 Logistics Services $ 0.9 $ 1.2 $ 1.4 $ 1.5 $ 1.5 $ 2.3 $ 3.5 $ 3.2 $3.4 Total D&A $51.9 $58.0 $60.9 $59.6 $64.7 $68.4 $70.6 $72.2 $72.1

Use of Non-GAAP Measures Matson reports financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company also considers other non-GAAP measures to evaluate performance, make day-to-day operating decisions, help investors understand our ability to incur and service debt and to make capital expenditures, and to understand period-over-period operating results separate and apart from items that may, or could, have a disproportional positive or negative impact on results in any particular period. These non-GAAP measures include, but are not limited to EBITDA and Return on Invested Capital (“ROIC”). The Company defines EBITDA as the sum of net income, less income or loss from discontinued operations, plus income tax expense, interest expense and depreciation and amortization. EBITDA should not be considered as an alternative to net income (as determined in accordance with GAAP), as an indicator of our operating performance, or to cash flows from operating activities (as determined in accordance with GAAP) as a measure of liquidity. Our calculation of EBITDA may not be comparable to EBITDA as calculated by other companies, nor is this calculation identical to the EBITDA used by our lenders to determine financial covenant compliance. For purposes of external reporting, the Company defines ROIC as Net Income less Income or Loss from Discontinued Operations plus tax effected Interest Expense divided by Total Debt plus Shareholder Equity. Our calculation of ROIC may not be comparable to ROIC as calculated by other companies.

GAAP to Non-GAAP Reconciliation (ROIC) 7.2 Add: Interest expense (tax effected)1 (6.1) Subtract: Loss from discontinued operations 279.9 Shareholder Equity 59.2 Total Return 9.9% ROIC (Total Return/Total Invested Capital) 45.9 Net Income 599.0 319.1 2012 Dollars in Millions, unless otherwise noted Total Debt Total Invested Capital2 The effective tax rate for 2012 is 38.82% Total Debt and Shareholder Equity as of December 31, 2012 1. 2.

GAAP to Non-GAAP Reconciliation (Net Debt and EBITDA) 18.6 150.2 168.8 9.9 30.4 40.3 EBITDA 5.5 (11.6) (6.1) 5.0 (5.1) (0.1) Subtract: Loss from discontinued operations 7.9 25.1 33.0 1.3 3.1 4.4 Add: Income tax expense 11.7 34.2 45.9 14.0 1.6 15.6 Net Income 72.1 11.7 2012 Full Year 71.6 7.7 2011 0.5 4.0 Change Fourth Quarter Dollars in Millions 16.4 3.8 2012 18.6 2.0 2011 (2.2) 1.8 Change Add: Interest expense Add: Depreciation & amortization $319.1 Total Debt $299.2 Net Debt (19.9) (Less) Total Cash As of December 31, 2012 (in $ millions)

GAAP to Non-GAAP Reconciliation (EBITDA) 213.2 65.2 148.0 2007 186.4 59.6 126.8 2006 203.5 60.9 142.6 2005 177.0 58.0 119.0 2004 196.2 135.1 192.6 149.4 96.7 EBITDA 70.8 70.6 68.5 51.9 51.2 Segment Depreciation and Amortization 125.4 64.5 124.1 97.5 45.5 Segment Operating Income Excluding Discontinued Ops 2009 2010 2002 2003 2008 Dollars in Millions More detailed information is available in previously filed Form 10-Ks and 10-Qs