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):  October 23, 2023 (October 23, 2023)

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 2.02.Results of Operations and Financial Condition.

On October 23, 2023, Matson, Inc. (the “Company”) issued a press release announcing the Company’s preliminary earnings for the quarter ended September 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1. In addition, the Company posted an investor presentation to its website. A copy of the investor presentation is attached hereto as Exhibit 99.2.

The information in this report (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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	Press Release issued by Matson, Inc., dated October 23, 2023
99.2	Investor Presentation, dated October 23, 2023
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: October 23, 2023

EX-99.1

Exhibit 99.1

Investor Relations inquiries:	News Media inquiries:
Lee Fishman	Keoni Wagner
Matson, Inc.	Matson, Inc.
510.628.4227	510.628.4534
lfishman@matson.com	kwagner@matson.com

FOR IMMEDIATE RELEASE

MATSON announces PRELIMINARY 3q23 results, provides business update and announces 3q23 earnings call date

● Expects 3Q23 operating income for Ocean Transportation to be $113.0 to $118.0 million

● Expects 3Q23 operating income for Logistics to be $13.0 to $14.0 million

● Expects 3Q23 net income and diluted EPS to be $114.0 to $120.5 million and $3.23 to $3.41, respectively

● Year-over-year decrease in consolidated operating income driven primarily by lower contribution from China service

● Repurchased approximately 0.3 million shares in 3Q23

● Announces third quarter earnings call date on October 30, 2023

HONOLULU, Hawaii (October 23, 2023) – Matson, Inc. (“Matson” or the “Company”) (NYSE: MATX) today announces preliminary third quarter financial results, provides a business update and announces that its third quarter earnings call will be held on October 30, 2023.

“Matson’s Ocean Transportation and Logistics business segments continued to perform well despite a challenging business environment and relatively difficult economic conditions impacting the U.S. consumer,” said Chairman and Chief Executive Officer Matt Cox. “Within Ocean Transportation, our China service experienced solid freight demand despite the muted peak season in the Transpacific tradelane but generated lower year-over-year volume and freight rates, which were the primary contributors to the year-over-year decline in our consolidated operating income. Currently in the Transpacific marketplace, we continue to see a reduction of deployed capacity in light of lower volumes as a result of lower consumer demand for retail goods. Absent an economic ‘hard landing’ in the U.S., we expect trade dynamics in 2024 to be comparable to 2023 as consumer-related spending activity is expected to remain stable. Regardless of the economic backdrop, we expect to continue to earn a significant rate premium to the Shanghai Containerized Freight Index reflecting our fast and reliable ocean services and unmatched destination services.”

Mr. Cox added, “In our domestic ocean tradelanes, we saw lower year-over-year volumes in Hawaii, Alaska and Guam compared to the year ago period. The year-over-year decline in Hawaii volume was primarily due to lower general demand. The year-over-year volume declines in Guam and Alaska were primarily driven by lower general demand and lower seafood volume, respectively. In Logistics, operating income decreased year-over-year primarily due to a lower contribution from transportation brokerage. As a result, Matson expects third quarter operating income for Ocean Transportation of $113.0 to $118.0 million and Logistics operating income of $13.0 to $14.0 million. We also expect third quarter 2023 net income and diluted EPS to be $114.0 to $120.5 million and $3.23 to $3.41, respectively.”

1

Third Quarter Tradelane Volume (Forty-foot equivalent units (FEU)) (1)(2):

For the three months ended September 30, 2023 compared to the three months ended September 30, 2022 and on a FEU basis:

● Hawaii container volume decreased 1.9 percent primarily due to lower general demand;

● Alaska container volume decreased 9.1 percent due to (i) lower export seafood volume from the Alaska-Asia Express service (“AAX”), (ii) lower northbound volume due to lower retail-related demand and (iii) lower southbound volume due to lower domestic seafood volume;

● China container volume was 1.3 percent lower primarily due to CCX volume in 3Q22 (CCX service was discontinued in 3Q22) partially offset by higher volume in the CLX+ service;

● Guam container volume was 1.9 percent lower primarily due to lower general demand; and

● Other container volume decreased 28.3 percent.

(1) Approximate volumes included for the period are based on the voyage departure date, but revenue and operating income are adjusted to reflect the percentage of revenue and operating income earned during the reporting period for voyages in transit at the end of each reporting period.

(2) Other containers includes containers from services in various islands in Micronesia and the South Pacific, and Okinawa, Japan.

Liquidity, Debt and Share Repurchases

Matson’s cash and cash equivalents as of September 30, 2023 was approximately $156.0 million, which excludes $591.6 million in cash on deposit within the Capital Construction Fund (CCF). Total debt as of September 30, 2023 was $450.3 million.⁽³⁾

During the third quarter of 2023, Matson repurchased approximately 0.3 million shares for a total cost of $25.8 million. As of September 30, 2023, the Company had approximately 3.0 million shares remaining in its share repurchase program.

A slide presentation that accompanies this press release is available on the Company's website at www.matson.com, under Investors.

(3) Total debt is presented before any reduction for deferred loan fees as required by GAAP.

Teleconference and Webcast

A conference call is scheduled on October 30, 2023 at 4:30 p.m. ET when Matt Cox, Chairman and Chief Executive Officer, and Joel Wine, Executive Vice President and Chief Financial Officer, will discuss Matson’s third quarter results.

Date of Conference Call:	Monday, October 30, 2023
Scheduled Time:	4:30 p.m. ET / 1:30 p.m. PT / 10:30 a.m. HT

The conference call will be broadcast live along with an additional slide presentation on the Company’s website at www.matson.com, under Investors.

Participants may register for the conference call at:

https://register.vevent.com/register/BIabc974c5c766420eb206a5fbc2636f94

Registered participants will receive the conference call dial-in number and a unique PIN code to access the live event. While not required, it is recommended you join 10 minutes prior to the event starting time. A replay of the conference call will be available approximately two hours after the event by accessing the webcast link at www.matson.com, under Investors.

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About the Company

Founded in 1882, Matson (NYSE: MATX) is a leading provider of ocean transportation and logistics services. Matson provides a vital lifeline of ocean freight transportation services to the domestic non-contiguous economies of Hawaii, Alaska, and Guam, and to other island economies in Micronesia. Matson also operates premium, expedited services from China to Long Beach, California, provides service to Okinawa, Japan and various islands in the South Pacific, and operates an international export service from Dutch Harbor to Asia. The Company’s fleet of owned and chartered vessels includes containerships, combination container and roll-on/roll-off ships and custom-designed barges. Matson Logistics, established in 1987, extends the geographic reach of Matson’s transportation network throughout North America and Asia. Its integrated, asset-light logistics services include rail intermodal, highway brokerage, warehousing, freight consolidation, supply chain management, and freight forwarding to Alaska. Additional information about the Company is available at www.matson.com.

Forward-Looking Statements

Statements in this news release that are not historical facts are “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation those statements regarding performance and financial results; deployed capacity in the Transpacific; volume levels; consumer demand; consumer-related spending activity; economic uncertainty; trade dynamics; and Matson’s rate premium to the Shanghai Containerized Freight Index. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement, including but not limited to risks and uncertainties relating to repeal, substantial amendment or waiver of the Jones Act or its application, or our failure to maintain our status as a United States citizen under the Jones Act; changes in macroeconomic conditions, geopolitical developments, or governmental policies, including from the COVID-19 pandemic; our ability to offer a differentiated service in China for which customers are willing to pay a significant premium; new or increased competition or improvements in competitors’ service levels; our relationship with customers, agents, vendors and partners and changes in related agreements; fuel prices, our ability to collect fuel-related surcharges and/or the cost or limited availability of required fuels; evolving stakeholder expectations related to environmental, social and governance matters; timely or successful completion of fleet upgrade initiatives; the ability of Philly Shipyard to construct and deliver the new Aloha Class vessels on the contemplated timeframe; the occurrence of poor weather, natural disasters, maritime accidents, spill events and other physical and operating risks, including those arising from climate change; transitional and other risks arising from climate change; the magnitude and timing of the impact of public health crises, including COVID-19; significant operating agreements and leases that may not be replaced on favorable terms; any unanticipated dry-dock or repair expenses; joint venture relationships; conducting business in foreign shipping markets, including the imposition of tariffs or a change in international trade policies; any delays or cost overruns related to the modernization of terminals; war, terrorist attacks or other acts of violence; consummating and integrating acquisitions; relations with our unions; satisfactory negotiation and renewal of expired collective bargaining agreements without significant disruption to Matson’s operations; loss of key personnel or failure to adequately manage human capital; the use of our information technology and communication systems and cybersecurity attacks; changes in our credit profile and our future financial performance; our ability to obtain future debt financings; continuation of the Title XI and CCF programs; costs to comply with and liability related to numerous safety, environmental, and other laws and regulations; and disputes, legal and other proceedings and government inquiries or investigations. These forward-looking statements are not guarantees of future performance. This release should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022 and our other filings with the SEC through the date of this release, which identify important factors that could affect the forward-looking statements in this release. We do not undertake any obligation to update our forward-looking statements.

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EX-99.2

Exhibit 99.2

1 Preliminary Third Quarter 2023 Earnings Supplement Third Quarter 2023 Preliminary Earnings Supplement October 23, 2023

2 Preliminary Third Quarter 2023 Earnings Supplement 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 October 23, 2023. 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 Preliminary Third Quarter 2023 Earnings Supplement Preliminary Third Quarter 2023 Results • Matson’s Ocean Transportation and Logistics business segments continued to perform well despite a challenging business environment and relatively difficult economic conditions impacting the U.S. consumer • Ocean Transportation: – Our China service experienced solid freight demand despite the muted peak season in the Transpacific tradelane but generated lower YoY volume and freight rates, which were the primary contributors to the YoY decline in our consolidated operating income – Lower YoY volumes in Hawaii, Alaska and Guam compared to year ago period • Logistics: – Lower YoY operating income primarily due to a lower contribution from transportation brokerage • In 3Q23: – Repurchased ~0.3 million shares for a total cost of $25.8 million

4 Preliminary Third Quarter 2023 Earnings Supplement Preliminary Third Quarter 2023 Results (continued) (1) Total debt is presented before any adjustment for deferred loan fees as required by U.S. GAAP. ($ in millions, except per share data) Preliminary Range ($ in millions) INCOME STATEMENT BALANCE SHEET Operating Income Total debt Ocean Transportation $ 315.2 $ 113.0 - $ 118.0 Private placement term loans $ 166.3 Logistics 20.1 13.0 - 14.0 Title XI debt 284.0 Total operating income 335.3 126.0 - 132.0 Revolving credit facility ‒ Total debt (1) $ 450.3 Other income (expense), net 2.5 1.2 - 1.2 Interest income 1.3 9.3 - 9.3 Cash and cash equivalents ~ $ 156.0 Interest expense (5.0) (2.4) - (2.4) Income before taxes 334.1 134.1 - 140.1 Capital Construction Fund $ 591.6 Income taxes 68.1 20.1 - 19.6 Effective income tax rate 20.4% 15.0% - 14.0% Net income $ 266.0 $ 114.0 - $ 120.5 Diluted EPS $ 6.89 $ 3.23 - $ 3.41 Quarter Ended September 30, 2023 Quarter Ended Quarter Ended September 30, 2023 September 30, 2022

5 Preliminary Third Quarter 2023 Earnings Supplement Commentary on the Transpacific Tradelane • Currently in the Transpacific marketplace, we continue to see a reduction of deployed capacity in light of lower volumes as a result of lower consumer demand for retail goods • Absent an economic “hard landing” in the U.S., we expect trade dynamics in 2024 to be comparable to 2023 as consumer-related spending activity is expected to remain stable • Regardless of the economic backdrop, we expect to continue to earn a significant rate premium to the Shanghai Containerized Freight Index reflecting our fast and reliable ocean services and unmatched destination services

6 Preliminary Third Quarter 2023 Earnings Supplement Hawaii Service Third Quarter 2023 Performance • Container volume decreased 1.9% YoY due to lower general demand – 3Q23 volume 0.8% higher than volume achieved in 3Q19 Container Volume (FEU Basis) 25,000 27,000 29,000 31,000 33,000 35,000 37,000 39,000 41,000 Q1 Q2 Q3 Q4 2022 2023 (1.9)%

7 Preliminary Third Quarter 2023 Earnings Supplement China Service Third Quarter 2023 Performance Container Volume (FEU Basis) 8,000 13,000 18,000 23,000 28,000 33,000 38,000 43,000 48,000 53,000 Q1 Q2 Q3 Q4 2022 2023 Note: CCX service started in 3Q21 and ended in 3Q22. • Container volume decreased 1.3% YoY – No CCX service in 3Q23; service was discontinued in year ago period – Higher CLX+ volume • Lower average freight rates YoY, but higher than in 3Q19 (1.3)%

8 Preliminary Third Quarter 2023 Earnings Supplement Guam Service Third Quarter 2023 Performance Container Volume (FEU Basis) 3,000 3,500 4,000 4,500 5,000 5,500 6,000 Q1 Q2 Q3 Q4 2022 2023 • Container volume decreased 1.9% YoY primarily due to lower general demand – 3Q23 volume 12.8% higher than volume achieved in 3Q19 (1.9)%

9 Preliminary Third Quarter 2023 Earnings Supplement Alaska Service Third Quarter 2023 Performance • Container volume decreased 9.1% YoY – Lower export seafood volume from AAX – Lower northbound volume due to lower retail-related demand – Lower southbound volume due to lower domestic seafood volume • 3Q23 volume 12.9% higher than volume achieved in 3Q19 Container Volume (FEU Basis) 10,000 12,000 14,000 16,000 18,000 20,000 22,000 24,000 26,000 Q1 Q2 Q3 Q4 2022 2023 (9.1)%

10 Preliminary Third Quarter 2023 Earnings Supplement Matson Logistics Third Quarter 2023 Performance Operating Income $ 0.0 $ 5.0 $ 10.0 $ 15.0 $ 20.0 $ 25.0 Q1 Q2 Q3 Q4 $ in millions 2022 2023 $13.0 to $14.0 million • Operating income of $13.0 to $14.0 million; YoY decrease of approximately $6.1 to $7.1 million – Lower contribution from transportation brokerage

XML

Document and Entity Information	Oct. 23, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Oct. 23, 2023
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