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): February 14, 2024 (February 14, 2024)

MATSON, INC.

(Exact Name of Registrant as Specified in its Charter)

_____________________

Hawaii	001-34187	99-0032630
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1411 Sand Island Parkway
Honolulu, Hawaii	96819
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code: (808) 848-1211

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	MATX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.Regulation FD Disclosure.

Matson, Inc. (“Matson” or the “Company”) will present an overview of the Company at the Stifel Transportation & Logistics Conference in Miami, Florida on February 14, 2024. Matson will be using the presentation materials attached as Exhibit 99.1 to this Form 8-K. Additionally, the presentation materials will be available on Matson’s website at www.matson.com, under the “Events and Presentations” tab on February 14, 2024. The information set forth in these materials speaks only as of the date of the materials.

Statements in this Form 8-K and the attached exhibit 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 14-24 of the Form 10-K filed by Matson on February 24, 2023. 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 exhibit listed below is being furnished with this Form 8-K.

99.1	Investor Presentation
104	Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).

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.

	MATSON, INC.
	/s/ Joel M. Wine
	Joel M. Wine
	Executive Vice President and Chief Financial Officer
Dated: February 14, 2024

EX-99.1

Exhibit 99.1

1 Investor Presentation │February 2024 Investor Presentation February 2024

2 Investor Presentation │February 2024 Forward-Looking Statements Statements made during this presentation that set forth expectations, predictions, projections or are about future events are based on facts and situations that are known to us as of February 14, 2024. We believe that our expectations and assumptions are reasonable. Actual results may differ materially, due to risks and uncertainties, such as those described on pages 14-24 of our Form 10-K filed on February 24, 2023 and other subsequent filings by Matson with the SEC. Statements made during this presentation are not guarantees of future performance. We do not undertake any obligation to update our forward-looking statements.

3 Investor Presentation │February 2024 Matson: At-a-Glance OCEAN TRANSPORTATION • A leading U.S. carrier in the Pacific • Lifeline to economies of Hawaii, Alaska, Guam and other Pacific islands • Niche, premium, expedited services from China to Southern California • 35% ownership in SSAT that operates 8 West Coast terminals LOGISTICS • Top 10 integrated, asset-light logistics services • Freight forwarding, transportation brokerage, warehousing, and supply chain management services • Leverages Matson and Span Alaska brands • Scalable model with high ROIC $0 $6 $12 $18 $24 $30 $0 $300 $600 $900 $1,200 $1,500 $1,800 2018 2019 2020 2021 2022 LTM 3Q23 Net Income Diluted EPS Net Income Diluted EPS Net Income and Diluted EPS ($ in millions, except EPS) Consolidated Operating Income and EBITDA ($ in millions) $297 $264 $424 $1,350 $1,526 $534 $0 $300 $600 $900 $1,200 $1,500 $1,800 2018 2019 2020 2021 2022 LTM 3Q23 Operating Income EBITDA See Appendix for a reconciliation of GAAP to non-GAAP financial metrics.

4 Investor Presentation │February 2024 Matson Today: Connecting the Pacific

5 Investor Presentation │February 2024 Investment Highlights Unique Network Connecting the Pacific • Providing critical supply lifelines to economies throughout the Pacific • Strong market positions in attractive niche markets with multi-decade customer relationships • Dual head-haul economics on China-to-Long Beach Express (CLX) service • Logistics’ business lines complement ocean services and drive high ROIC opportunities World-Class Operator and Premium Service Provider • Fastest transit and cargo availability creates competitive advantage and premium rates for China service ‒ CLX and CLX+ are the fastest and second fastest ocean services in the Transpacific tradelane • Fastest transit time to Guam from U.S. West Coast with superior on-time performance • Well-maintained fleet with industry-leading on-time performance • Dedicated terminals with best-in-class truck turns and unmatched cargo availability • Hawaii Neighbor Island barge fleet and Micronesia feeder vessels create hub-and-spoke efficiency Increasingly Diversified Cash Flows • Increasingly diversified cash flows from: ‒ Distinct ocean tradelane service routes ‒ A niche provider of logistics services complementing the tradelane services ‒ An equity investment in SSAT, a leading U.S. West Coast terminal operator Organic Growth Opportunities • Significant organic growth in the last 2 years through addition of CLX+ service • Announced ~$1 billion new vessel program on November 2, 2022 – new Aloha Class vessels in CLX to provide meaningful lift to net income, operating income and EBITDA ‒ Nearly two-thirds of remaining milestone payments already funded in our Capital Construction Fund (CCF) (1) • Pursue opportunities that leverage the combined services of Ocean Transportation and Logistics Commitment to Returning Cash to Shareholders • Repurchased ~20% of our stock from August 3, 2021 through September 30, 2023 for a total cost of over $705 million • Compelling dividend yield with dividend growth history Strong Balance Sheet • Financial strength to invest to grow the core businesses, pursue strategic opportunities and return capital to shareholders • Investment grade-credit metrics with total debt (2) / LTM EBITDA leverage ratio of 0.8x • Balance sheet strength leads to low-cost of capital See Appendix for a reconciliation of GAAP to non-GAAP financial metrics. (1) Based on remaining milestone payments of $899.1 million and CCF cash balance of $591.6 million as of September 30, 2023. (2) Total debt is presented before any reduction for deferred loan fees as required by GAAP.

6 Investor Presentation │February 2024 Hawaii Service • 5 U.S. West Coast departures and 3 arrivals in Honolulu per week • Dedicated neighbor island barge service • Maintain best-in-class on-time arrival and cargo availability • Dedicated terminals and fully-integrated cargo delivery to major neighbor islands • Competitors: – Pasha – Barges – Air freight 9-ship deployment Overview of Service Market Overview Matson’s Focus

7 Investor Presentation │February 2024 China Service • Feeder services from other Asian port origins • CLX and CLX+ are premium services providing an alternative to deferred air freight and other ocean carriers • Dedicated terminal space in Long Beach with off-dock container yard • Door-to-door services in coordination with Matson Logistics • Continue to differentiate services with reliability • Attract new customers away from air freight • Competitors: – Other transpacific carriers – Air freight carriers CLX is the #1 Transpacific Service and CLX+ is #2 • Expedited, 10-day transit from Shanghai • Exclusive terminal (for CLX) – unrivaled speed • Next day cargo availability at off-dock facility Port of Long Beach Service Frequency US West Coast Ports CLX (started Feb 2006) Weekly from Ningbo/Shanghai Long Beach CLX+ (started May 2020) Weekly from Ningbo/Shanghai Long Beach Matson’s Focus Overview of Service Market Overview

8 Investor Presentation │February 2024 China Service – Elements of Demand • CLX is the fastest • CLX+ is the second fastest • Significant cost savings for 5 to 7 days of additional transit time Unmatched Destination Services: The consistency of our service is a significant differentiator in the marketplace. • High level of service at origin and destination Economically Advantageous Compared to Air Freight: “High Touch” Customer Service: Fast, Reliable Ocean Transit: • Dedicated terminal operations under SSAT JV • 24-hour cargo availability • Ownership and control of our chassis Demand for Matson’s China Service

9 Investor Presentation │February 2024 Alaska Service • Twice weekly service to Anchorage and Kodiak • Weekly service into Dutch Harbor • Matson is the only U.S. containership operator serving Kodiak and Dutch Harbor • Maintain excellence in on-time cargo availability • Expand premium SB service differentiation • Market AAX service • Competitors: TOTE, barges, air freight and OTR trucking • Air freight rates are very high relative to the cost of goods being shipped • NB volume growth tied to Alaska’s economy • SB and Alaska-to-Asia Express (AAX) volume tied to seasonality of seafood harvests Note: Picture excludes AAX service from Dutch Harbor as backhaul service on the CLX+. Overview of Service Current 3-Ship Deployment Market Overview Matson’s Focus

10 Investor Presentation │February 2024 Guam Service • Weekly service to Guam as part of CLX service • 3-to-5 day ocean transit advantage from U.S. West Coast • Maintain superior service and on-time performance • Competitors: – APL (U.S. flagged service) • Trans-ships in Yokohama, Japan and Busan, South Korea to Guam via a 2-ship feeder service – International carriers with Asia direct services – Air freight Overview of Service Market Overview Matson’s Focus

11 Investor Presentation │February 2024 SSAT Joint Venture • Matson owns a 35% interest in SSA Terminals, LLC (SSAT), the leading U.S. West Coast terminal operator – SSAT currently provides terminal and stevedoring services to carriers at 8 terminal facilities SSAT is the best operator on the U.S. West Coast. -$10 $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 2018 2019 2020 2021 2022 LTM 3Q23 Port Terminal Acreage Long Beach Pier A 196 C60 68 Tacoma West Sitcum 123 Oakland OICT 270 B63 80 Seattle T-5 65* T-18 196 T-30 70 * Further redevelopment of site could bring terminal to potentially ~143 acres. Overview SSAT JV Equity Income ($ in millions)

12 Investor Presentation │February 2024 0% 1% 2% 3% 4% 5% 6% 7% 8% 9% 10% $0 $10 $20 $30 $40 $50 $60 $70 $80 2017 2018 2019 2020 2021 2022 LTM 3Q23 Operating Income Margin Operating Income Operating Income Operating Income Margin Matson Logistics Transportation Brokerage • Domestic and international rail intermodal • Long-haul and regional highway trucking • Less-than-truckload and expedited freight • Over 1.5 million sq. ft. across 4 buildings in attractive port-based locations • Mix of contract and public warehouses Supply Chain Mgmt. and Other • PO management, freight forwarding and NVOCC services • Organically grown from Matson’s CLX service Warehousing and Distribution Freight Forwarding • LCL consolidation and freight forwarding primarily to the Alaska market through Span Alaska Overview of Services Operating Income and Margin ($ in millions)

13 Investor Presentation │February 2024 Appendix

14 Investor Presentation │February 2024 Appendix – 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, Earnings Before Interest Expense, Interest Income, Income Taxes, Depreciation and Amortization (“EBITDA”), and Return on Invested Capital (“ROIC”). For the years ended December 31, ($ in millions, except ROIC and ROE) 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012 Total debt (6) $ 450.3 $ 517.5 $ 629.0 $ 760.1 $ 958.4 $ 856.4 $ 857.1 $ 738.9 $ 429.9 $ 373.6 $ 286.1 $ 319.1 Net income $ 312.7 $ 1,063.9 $ 927.4 $ 193.1 $ 82.7 $ 109.0 $ 231.0 $ 81.4 $ 103.0 $ 70.8 $ 53.7 $ 45.9 Add: loss from discontinued operations - - - - - - - - - - - 6.1 Add: income tax expense 74.0 288.4 243.9 65.9 25.1 38.7 (105.8) 49.1 74.8 51.9 32.2 33.0 Add: interest expense 13.5 18.0 22.6 27.4 22.5 18.7 24.2 24.1 18.5 17.3 14.4 11.7 Subtract: interest income (33.1) (8.2) - - - - - - - - - - Add: depreciation and amortization 166.6 164.1 156.4 137.3 134.0 130.9 146.6 135.4 105.8 90.1 91.0 95.4 EBITDA 533.7 1,526.2 1,350.3 423.7 264.3 297.3 296.0 290.0 302.1 230.1 191.3 192.1 Net income $ 312.7 $ 1,063.9 $ 927.4 $ 193.1 $ 82.7 $ 109.0 $ 231.0 $ 81.4 $ 103.0 $ 70.8 $ 53.7 $ 45.9 Add: loss from discontinued operations - - - - - - - - - - - 6.1 Subtract: interest income (tax-effected) (4) (26.5) (6.5) - - - - - - - - - - Add: interest expense (tax-effected) (4) 10.7 14.2 17.9 20.4 16.7 14.2 14.9 15.1 10.7 10.0 9.0 7.2 Total return (A) 296.9 1,071.6 945.3 213.5 99.4 123.2 245.9 96.5 113.7 80.8 62.7 59.2 Average total debt (6) $ 491.1 $ 573.3 $ 694.6 $ 859.3 $ 907.4 $ 856.8 $ 798.0 $ 584.4 $ 401.8 $ 329.9 $ 302.6 $ 319.1 Average shareholders' equity 2,344.5 1,982.2 1,314.3 883.5 780.5 716.3 586.1 472.8 407.1 351.0 309.1 279.9 Total invested capital (B) 2,835.6 2,555.5 2,008.9 1,742.8 1,687.9 1,573.1 1,384.1 1,057.2 808.9 680.9 611.7 599.0 ROIC = (A)/(B) 10.5% 41.9% 47.1% 12.3% 5.9% 7.8% 17.8% 9.1% 14.1% 11.9% 10.3% 9.9% (6) Total debt is presented before any reduction for deferred loan fees as required by U.S. GAAP. LTM as of 09/30/23 (1) Includes a non-cash tax benefit of $2.9 million related to discrete adjustments as a result of applying the provisions of the Tax Cuts and Jobs Act (the "Tax Act"). (2) Includes a non-cash tax expense of $2.9 million related to discrete adjustments as a result of applying the provisions of the Tax Act. (3) Includes the benefit of a one-time, non-cash adjustment of $154.0 million related to the enactment of the Tax Act. (4) The effective tax rates each year in the period 2012-2022 and LTM 3Q23 were 38.8%, 37.5%, 42.3%, 42.1%, 37.6%, (84.5%), 26.2%, 23.3%, 25.4%, 20.8%, 21.3% and 19.1%, respectively. The effective tax rates for 2017, 2018 and 2019 excluding adjustments related to the Tax Act, would have been 38.5%, 24.2% and 26.0%, respectively. (5) The 2012 calculation is based on total invested capital as of December 31, 2012 due to the timing of the separation from Alexander & Baldwin. (2) (3) (2) (3) (5) (5) (5) (1) (1)

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Document and Entity Information	Feb. 14, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Feb. 14, 2024
Entity File Number	001-34187
Entity Registrant Name	MATSON, INC.
Entity Incorporation, State or Country Code	HI
Entity Tax Identification Number	99-0032630
Entity Address, Address Line One	1411 Sand Island Parkway
Entity Address, State or Province	HI
Entity Address, City or Town	Honolulu
Entity Address, Postal Zip Code	96819
City Area Code	808
Local Phone Number	848-1211
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	MATX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000003453
Amendment Flag	false