Skip to content
KStart free
AI InfrastructureDefenseQuantumAll studies →

MATX US Equity

Matson, Inc.Industrials · Water Transportation · CIK 3453 · FY ends Dec 31
$222.80
+6.03 (+2.78%)
USD · as of 2026-08-21 · marketstack

MATX · 10-K · period ended 2022-12-31

← all MATX documents
filed 2023-02-24 · EDGAR original ↗

Our rendering of the filing — original pagination and typography are not reproduced, and tables are reduced to their short label cells (the figures live on FA). Nothing is summarized: every line below is the filing's own text.

blocks 7701,369 of 2,403260k characters rendered

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS AND RISK FACTORS

The Company, from time to time, may make or may have made certain forward-looking statements, whether orally or in writing, such as forecasts and projections of the Company’s future performance or statements of management’s plans and objectives. These statements are “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be contained in, among other things, SEC filings such as Forms 10-K, 10-Q and 8-K, the Annual Report to Shareholders, press releases made by the Company, the Company’s Internet websites (including websites of its subsidiaries), and oral statements made by the officers of the Company. Except for historical information contained in these written or oral communications, such communications contain forward-looking statements. These include, for example, all references to 2023 or future years. New risk factors emerge from time to time and it is not possible for the Company to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements cannot be relied upon as a guarantee of future results and involve a number of risks and uncertainties that could cause actual results to differ materially from those projected in the statements, including but not limited to the factors that are described in Part I, Item 1A under the caption of “Risk Factors” of this Form 10-K, which section is incorporated herein by reference. The Company is not required, and undertakes no obligation, to revise or update forward-looking statements or any factors that may affect actual results, whether as a result of new information, future events, or circumstances occurring after the date of this report.

OVERVIEW

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a discussion of the Company’s financial condition, results of operations, liquidity and certain other factors that may affect its future results from the perspective of management. The discussion that follows is intended to provide information that will assist in understanding the changes in the Company’s Consolidated Financial Statements from year to year, the primary factors that accounted for those changes, and how certain accounting principles, policies and estimates affect the Company’s Consolidated Financial Statements. MD&A is provided as a supplement to the Consolidated Financial Statements and the accompanying notes to the Consolidated Financial Statements in Item 8 of Part II below, and should be read in conjunction with the Company’s Annual Reports on Form 10-K and other reports on Forms 10-Q and 8-K, and other publicly available information. Discussion and analysis of the financial condition and results of operations of Matson for the years ended December 31, 2021 and 2020 can be found in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022.

MD&A is presented in the following sections:

◾ Historical Financial Information

◾ Fourth Quarter 2022 Discussion and Update on Business Conditions

◾ Consolidated Results of Operations

◾ Analysis of Operating Revenue and Income by Segment

◾ Liquidity and Capital Resources

◾ Commitments, Contingencies and Off-Balance Sheet Arrangements

◾ Critical Accounting Estimates

28

Table of Contents

HISTORICAL FINANCIAL INFORMATION

The comparative selected financial information of the Company is presented for each of the five years in the period ended December 31, 2022. The information should be read in conjunction with Item 8, “Financial Statements and Supplementary Data.” All fiscal years include 52 weeks, except for the year ended December 31, 2021 which includes 53 weeks (a description of the Company’s fiscal year is included in Note 2 to the Consolidated Financial Statements in Item 8 of Part II below):

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Operating Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Operating and Net Income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Interest income ​ ​ 8.2 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​

Other income (expense), net ​ 8.5 ​ 6.4 ​ 6.1 ​ 1.2 ​ 2.6 ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Capital Expenditures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Depreciation and Amortization: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Earnings Per Share in Net Income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Cash dividends per share declared ​ $ 1.22 ​ $ 1.06 ​ $ 0.90 ​ $ 0.86 ​ $ 0.82 ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

As of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Capital Construction Fund (3) ​ $ 518.2 ​ $ — ​ $ — ​ $ — ​ $ — ​

29

Table of Contents

FOURTH QUARTER 2022 DISCUSSION AND UPDATE ON BUSINESS CONDITIONS

Ocean Transportation: The Company’s container volume in the Hawaii service in the fourth quarter 2022 was 13.0 percent lower year-over-year. The decrease was primarily due to (i) lower retail- and hospitality-related demand compared to elevated pandemic levels in the year ago period and (ii) one less week. During the quarter, the Company saw retail customers continue to manage inventories to weaker consumer demand levels despite continued improvement in the Hawaii economy supported by a low unemployment rate and relatively strong tourist arrivals, including a modest improvement in international tourist trends. In the near-term, Matson expects economic growth in Hawaii supported by continued strength in tourism and a low unemployment rate, but there are negative trends as a result of higher inflation, higher interest rates and the end of the pandemic-era stimulus helping personal income that creates uncertainty in the economic growth trajectory.

In China, the Company’s container volume in the fourth quarter 2022 decreased 47.2 percent year-over-year. The decrease was primarily due to (i) lower demand for the CLX and CLX+ services, (ii) the discontinuation of the CCX service in the third quarter 2022 and (iii) one less week. Matson continued to realize a significant rate premium over the Shanghai Containerized Freight Index (“SCFI”) in the fourth quarter 2022 but achieved average freight rates that were lower than in the year ago period. Currently in the Transpacific marketplace, business conditions remain challenging as retailers continue to right-size inventories amid weakening consumer demand, increasing interest rates and economic uncertainty. As such, the Company expects its CLX and CLX+ services in the first quarter and first half of the year to reflect freight demand levels below normalized conditions with lower year-over-year volumes and a lower rate environment. Absent an economic “hard landing” in the U.S., Matson expects improved trade dynamics in the second half of 2023 as the Transpacific marketplace transitions to a more normalized level of demand. Regardless of the economic environment, Matson operates the two fastest and most reliable ocean services and, as a result, the Company expects to continue to earn a significant rate premium to the SCFI.

In Guam, the Company’s container volume in the fourth quarter 2022 decreased 14.0 percent year-over-year primarily due to lower retail-related demand. In the near-term, the Company expects continued improvement in the Guam economy with increasing tourism and a low unemployment rate, but there are negative trends as a result of higher inflation, higher interest rates and the end of the pandemic-era stimulus helping personal income that creates uncertainty in the economic growth trajectory.

In Alaska, the Company’s container volume for the fourth quarter 2022 decreased 7.7 percent year-over-year due to (i) lower northbound volume primarily due to one less sailing and one less week and (ii) lower southbound volume primarily due to lower domestic seafood volume and one less week, partially offset by higher export seafood volume from Alaska-Asia Express (“AAX”). In the near-term, the Company expects the Alaska economy to benefit from low unemployment and increased energy-related exploration and production activity as a result of elevated oil prices, but there are negative trends as a result of higher inflation, higher interest rates and the end of the pandemic-era stimulus helping personal income that creates uncertainty in the economic growth trajectory.

The contribution in the fourth quarter 2022 from the Company’s SSAT joint venture investment was $1.0 million, or $20.3 million lower than the fourth quarter 2021. The decrease was primarily driven by lower other terminal revenue, lower lift volume and higher operating costs.

Logistics: In the fourth quarter 2022, operating income for the Company’s Logistics segment was $12.8 million, or $2.0 million lower compared to the level achieved in the fourth quarter 2021. The decrease was primarily due to a lower contribution from supply chain management consistent with lower demand in the Transpacific tradelane.

30

Table of Contents

CONSOLIDATED RESULTS OF OPERATIONS

The following analysis of the financial results of operations of Matson for the years ended December 31, 2022 and 2021 should be read in conjunction with the Consolidated Financial Statements in Item 8 of Part II below.

Consolidated Results: 2022 compared with 2021:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Years Ended December 31,

(Dollars in millions, except per share amounts) ​ 2022 ​ 2021 ​ Change

Interest income ​ ​ 8.2 ​ ​ — ​ ​ 8.2 100.0 %

Other income (expense), net ​ 8.5 ​ 6.4 ​ 2.1 32.8 %

Fiscal Year: Fiscal years ended December 31, 2022 and 2021 include 52 and 53 weeks, respectively.

Consolidated Operating Revenue for the year ended December 31, 2022 increased $417.7 million, or 10.6 percent, compared to the prior year. The increase was due to an increase in Ocean Transportation revenue of $411.8 million and an increase in Logistics revenue of $5.9 million.

Operating Costs and Expenses for the year ended December 31, 2022 increased $251.6 million, or 9.2 percent, compared to the prior year. The increase was due to an increase in Ocean Transportation operating costs and expenses of $268.3 million, partially offset by a decrease in Logistics operating costs and expenses of $16.7 million.

Operating Income for the year ended December 31, 2022 increased $166.1 million, or 14.0 percent, compared to the prior year. The increase was due to an increase in Ocean Transportation operating income of $143.5 million and an increase in Logistics operating income of $22.6 million.

The reasons for changes in operating revenue, operating costs and expenses, and operating income are described below, by business segment, in “Analysis of Operating Revenue and Income by Segment.”

Interest Income was $8.2 million for the year ended December 31, 2022 and was due to amounts on deposit in cash and cash equivalent accounts, and cash on deposit within the Capital Construction Fund that were invested in interest bearing accounts during the year ended December 31, 2022. Interest income for the year ended December 31, 2021 was nominal.

Interest Expense was $18.0 million for the year ended December 31, 2022, compared to $22.6 million in the prior year. The decrease in interest expense was due to lower outstanding debt during the year ended December 31, 2022, compared to the prior year.

Other Income (Expense), net was $8.5 million for the year ended December 31, 2022, compared to $6.4 million in the prior year, and relates to the amortization of certain components of net periodic benefit costs or gains related to the Company’s pension and post-retirement plans. The increase in Other income (expense) was due to favorable adjustments reflected in the Company’s pension and post-retirement plan liabilities during the year ended December 31, 2021.

Income Taxes for the year ended December 31, 2022 were $288.4 million, or 21.3 percent of income before income taxes, compared to $243.9 million, or 20.8 percent of income before income taxes in the prior year. The 2021 income tax rate benefited from certain discrete tax adjustments that lowered the effective tax rate in the prior year.

Net Income during the year ended December 31, 2022 increased $136.5 million, or 14.7 percent, to $1,063.9 million for the year ended December 31, 2022, compared to the prior year.

31

Table of Contents

ANALYSIS OF OPERATING REVENUE AND INCOME BY SEGMENT

The following analysis of operating revenue and income by segment for the years ended December 31, 2022 and 2021 should be read in conjunction with the Company’s reportable segments information included in Note 3 to the Consolidated Financial Statements in Item 8 of Part II.

Ocean Transportation:2022 compared with 2021:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Years Ended December 31,

Operating income margin ​ 36.1 % 36.3 % ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Ocean Transportation revenue increased $411.8 million, or 13.1 percent, during the year ended December 31, 2022, compared with the year ended December 31, 2021. The increase was primarily due to higher average freight rates in China, higher fuel-related surcharge revenue and higher volume in Alaska, partially offset by lower volume in China and Hawaii.

On a year-over-year FEU basis, Hawaii container volume decreased 5.8 percent primarily due to lower retail-related demand and one less week; Alaska volume increased 8.6 percent due to (i) higher export seafood volume from AAX, (ii) higher northbound volume primarily due to higher retail-related demand and volume related to a competitor’s dry-docking, partially offset by one less week and (iii) higher southbound volume primarily due to higher domestic seafood volume; China volume was 11.7 percent lower primarily due to (a) lower demand for the CLX and CLX+ services and (b) one less week, partially offset by incremental volume on the CCX service; Guam volume decreased 3.7 percent primarily due to lower retail-related volume; and Other containers volume increased 11.4 percent.

Ocean Transportation operating income increased $143.5 million during the year ended December 31, 2022, compared with the year ended December 31, 2021. The increase was primarily due to higher freight rates in China and a higher contribution from SSAT, partially offset by lower volume in China, higher operating costs and expenses (including fuel-related expenses) primarily due to the CLX+ service and higher terminal handling costs.

The Company’s SSAT terminal joint venture investment contributed $83.1 million during the year ended December 31, 2022, compared to a contribution of $56.3 million during the year ended December 31, 2021. The increase was primarily driven by higher other terminal revenue.

Logistics:2022 compared with 2021:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Years Ended December 31,

Operating income margin ​ 9.1 % 6.3 % ​ ​ ​ ​ ​

32

Table of Contents

Logistics revenue increased $5.9 million, or 0.7 percent, during the year ended December 31, 2022, compared with the year ended December 31, 2021. The increase was primarily due to higher revenue in freight forwarding, supply chain management and warehousing, partially offset by lower transportation brokerage revenue.

Logistics operating income increased $22.6 million, or 45.4 percent, during the year ended December 31, 2022, compared with the year ended December 31, 2021. The increase was primarily due to higher contributions from transportation brokerage and freight forwarding.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s primary sources of liquidity are its cash flows generated from operating activities and its debt. Sources of liquidity available to the Company as of December 31, 2022 compared to December 31, 2021, were as follows:

Cash and Cash Equivalents, Restricted Cash and Accounts Receivable: Cash and cash equivalents, restricted cash and accounts receivable, net, as of December 31, 2022 and 2021 were as follows:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ As of December 31,

Cash and cash equivalents ​ $ 249.8 ​ $ 282.4 ​ $ (32.6) ​

Restricted cash ​ $ 3.9 ​ $ 5.3 ​ $ (1.4) ​

Accounts receivable, net (1) ​ $ 268.5 ​ $ 343.7 ​ $ (75.2) ​

Changes in the Company’s cash, cash equivalents and restricted cash for the years ended December 31, 2022, 2021 and 2020 were as follows:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ As of December 31,

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change

​ ​ ​ ​ ​ ​ ​

​ Change

Non-cash depreciation and amortization ​ ​ 5.4 ​ ​ 21.0

Deferred income taxes ​ ​ 57.0 ​ ​ (18.9)

Other non-cash related changes, net ​ ​ (1.7) ​ ​ (3.1)

Income and distributions from SSAT, net ​ ​ (26.4) ​ ​ (38.5)

Accounts receivable, net ​ 164.9 ​ (42.3)

Prepaid expenses and other assets ​ 2.9 ​ (70.0)

Accounts payable, accruals and other liabilities ​ (71.3) ​ (5.2)

Operating lease liabilities ​ (54.4) ​ ​ (23.8)

Non-cash amortization of operating lease right of use assets ​ ​ 49.7 ​ ​ 28.5

Deferred dry-docking payments ​ 10.6 ​ (19.5)

Non-cash deferred dry-docking amortization ​ ​ 0.6 ​ ​ (0.8)

Other long-term liabilities ​ 14.0 ​ (7.4)

Income from SSAT was $83.1 million for the year ended December 31, 2022, compared to $56.3 million in the prior year. The increase in income from SSAT was primarily due to higher operating profits generated by SSAT during the year ended December 31, 2022, compared to the prior year. Cash distributions from SSAT were $47.3 million for the

33

Table of Contents

year ended December 31, 2022, compared to $46.9 million in the prior year. Cash distributions from SSAT are dependent on the level of cash available for distribution after SSAT’s operational and capital needs. Changes in accounts receivable were primarily due to lower accounts receivables outstanding at the end of December 31, 2022, due to lower revenue at the end of the year as compared to prior year, and the timing of collections associated with those receivables. Changes in prepaid expenses and other assets were primarily due to increased prepaid fuel, insurance and other operating related costs, primarily due to an increase in the cost for such expenses, and prepaid income taxes primarily due to the use of the CCF fund during the year ended December 31, 2022, compared to the prior year. Changes in accounts payable, accruals and other liabilities were primarily due to a decrease in operating activity resulting in a reduction of operating costs and the timing of payments associated with those liabilities. Changes in operating lease liabilities were primarily due to new operating lease additions partially offset by operating leases that expired during the year ended December 31, 2022. Deferred dry-docking payments were $25.7 million for the year ended December 31, 2022, compared to $36.3 million in the prior year. The decrease in deferred dry-docking payments was due to a decrease in vessel dry-dock related activities during the year ended December 31, 2022, compared to the prior year.

​ ​ ​ ​ ​ ​ ​

​ ​ Change

Cash deposits into CCF ​ $ (551.6) ​ $ 101.2

Withdrawals from CCF ​ ​ 33.4 ​ ​ (101.2)

Capitalized vessel construction expenditures ​ ​ (47.5) ​ ​ 72.9

Other capital expenditures ​ ​ 163.5 ​ ​ (205.9)

Capitalized vessel construction expenditures was $62.4 million for the year ended December 31, 2022, compared to $14.9 million in the prior year. The increase in capitalized vessel construction expenditures (including cash and interest deposited into the CCF less cash withdrawals from the CCF which are used for vessel construction related payments) was due to the commencement of the Company’s new fleet renewal program in 2022. Capitalized vessel construction expenditures incurred in 2022 related to milestone payments on the construction of three new vessels and the construction of a new flat-deck barge. Other capital expenditures (excluding capitalized vessel construction expenditures) was $146.9 million for the year ended December 31, 2022, compared to $310.4 million for the prior year. Other capital expenditures during the year ended December 31, 2021 included the purchase of additional containers, chassis and other terminal equipment to support the increase in the Company’s operational activities, and the repurchase of Maunalei vessel for $95.8 million.

​ ​ ​ ​ ​ ​ ​

​ ​ Change

Repurchase of Matson common stock ​ $ (198.7) ​ $ (198.3)

Proceeds received from issuance of fixed interest debt ​ ​ — ​ ​ (325.5)

Repayments of fixed interest debt ​ ​ (52.2) ​ ​ 157.2

Payment of financing costs ​ ​ 3.0 ​ ​ 15.5

Dividends paid ​ ​ (2.1) ​ ​ (6.7)

Change in other payments, net ​ ​ — ​ ​ (0.1)

The Company paid $397.0 million to repurchase common stock during the year ended December 31, 2022, compared to $198.3 million in the prior year. The Company did not issue any new fixed interest debt during the years ended December 31, 2022 and 2021. The Company paid $111.5 million of prepaid and scheduled fixed interest debt principal payments, compared to $59.3 million of scheduled principal payments paid during the prior year. During the year ended December 31, 2021, the Company paid $71.8 million, net to fully repay the Company’s revolving credit facility. There were no borrowings under the revolving credit facility during the year ended December 31, 2022.

34

Table of Contents

Capital Construction Fund:The Company utilizes its CCF to fund milestone payments for the construction of new vessels. The Company’s CCF is described in Note 7 to the Consolidated Financial Statements. Cash on deposit in the CCF and assigned accounts receivable as of December 31, 2022 and 2021 is as follows:

​ ​ ​ ​ ​ ​ ​

​ ​ As of December 31,

Capital Construction Fund: ​ ​ ​ ​ ​ ​

Cash on deposit ​ $ 518.2 ​ $ —

Assigned accounts receivables ​ $ 9.9 ​ $ 9.8

During the years ended December 31, 2022 and 2021, the Company deposited $582.8 million and $31.2 million into the CCF, respectively. During the years ended December 31, 2022 and 2021, the Company made withdrawals of $64.6 million and $31.2 million out of the CCF, respectively, which were used to make milestone payments for the construction of new vessels. Cash on deposit in the CCF is held in short term U.S. Treasury Obligation Funds and classified as a long-term asset in the Company’s Consolidated Balance Sheets, as the Company intends to use qualified cash withdrawals from the CCF to fund long-term investments in the construction of new vessels. Assigned accounts receivable in the CCF are classified as part of accounts receivable in the Consolidated Balance Sheets due to the nature of the assignment.

On February 17, 2023, the Company pledged an additional $200.0 million of eligible accounts receivables to the CCF, and deposited an additional $100.0 million of cash into the CCF.

Debt: The Company utilizes a mix of fixed and variable debt for liquidity and to fund the Company’s operations. Total debt as of December 31, 2022 and 2021 is as follows:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ As of December 31, ​

Total debt decreased by $111.5 million during the year ended December 31, 2022 compared to the prior year. The decrease in fixed interest debt was due to the prepayment of $50.4 million of outstanding principal of private placement term loans and scheduled debt repayments of private placement term loans and Title XI debt made during the year ended December 31, 2022.

As of December 31, 2022, the Company had $642.1 million of unused capacity under the revolving credit facility, with a maturity date of March 31, 2026. The Company’s debt is described in Note 8 to the Consolidated Financial Statements in Item 8 of Part II.

On January 27, 2023, the Company prepaid $14.3 million of outstanding principal on the Maunawili Title XI Bonds representing all of the remaining outstanding principal for this bond. The Company is also expecting to prepay the outstanding principal of approximately $12.1 million Manukai Title XI Bonds in March 2023, representing all of the estimated outstanding principal for this bond. The Company’s Title XI Bonds are described in Note 8 to the Consolidated Financial Statements in Item 8 of Part II below.

Working Capital: The Company had a working capital surplus of $178.0 million at December 31, 2022, compared to a working capital surplus of $92.1 million at December 31, 2021. Working capital is primarily impacted by the amount of net cash provided by operating activities, the amount of capital expenditures, the amount and timing of collections associated with accounts receivable, prepaid expenses and other assets, and by the amount and timing of payments associated with accounts payable, accruals, income taxes, debt and other liabilities. The increase in the Company’s working capital surplus during the year ended December 31, 2022 was due to the increase in cash provided by operating activities.

35

Table of Contents

Capital Expenditures: The Company expects to make the following capital expenditures during the years ending December 31, 2023, 2024 and 2025:

​ ​ ​ ​ ​ ​ ​ ​

Maintenance and other capital expenditures ​ $80 - $90 ​ $80 - $90 ​ $80 - $90 ​

New vessel construction milestone payments and related costs are for the Company’s new vessel program for the construction of three new vessels at a cost of approximately $1.0 billion with expected delivery dates during the fourth quarter of 2026, the second quarter of 2027 and the fourth quarter of 2027. Future milestone payments are expected to be financed with cash currently on deposit in the Company’s CCF, cash and cash equivalents on the Consolidated Balance Sheets and through cash flows generated from future operations, borrowings available under the Company’s unsecured revolving credit facility or additional debt financings.

LNG installations on existing vessels includes capital expenditures for the installation of tanks, piping and cryogenic equipment on existing Aloha Class vessels so that they can operate on LNG and conventional fuels. The LNG installation project on Daniel K. Inouye has begun and work on Kaimana Hila is currently scheduled to begin during the second quarter of 2024. Each installation is expected to cost approximately $35 million. Additionally, the Company plans to begin reengining Manukai to operate on LNG and conventional fuels during the second quarter of 2023 at a total cost of approximately $60 million.

Maintenance and other capital expenditures include amounts that the Company expects to spend on various capital projects including capital expenditures related to the second and third phase of its program to modernize and renovate its terminal facility at Sand Island, Honolulu, Hawaii, repurchases of leased equipment, vessel maintenance and annual equipment purchases to support the Company’s operations.

Repurchase of Shares: During the year ended December 31, 2022, the Company repurchased approximately 5.0 million shares for a total cost of $397.0 million. The maximum remaining number of shares that may be repurchased under the Company’s stock repurchase program was 1,533,371 shares at December 31, 2022.

COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

Commitments and Contingencies: A description of other commitments and contingencies is set forth in Note 9, Note 11 and Note 17 to the Consolidated Financial Statements in Item 8 of Part II below, and is incorporated herein by reference.

Off-balance sheet Arrangements: The Company is not party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company’s financial condition, results of operations or cash flows.

CRITICAL ACCOUNTING ESTIMATES

The Company’s significant accounting policies are described in Note 2 to the Consolidated Financial Statements in Item 8 of Part II below. The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America, upon which the Company’s Management Discussion and Analysis of Financial Condition and Results of Operations is based, requires that management exercise judgment when making accounting estimates about future events that may affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Future events and their effects cannot be determined with certainty and actual results will, inevitably, differ from those accounting estimates. These differences could be material.

The Company considers an accounting estimate to be critical if (i)(a) the accounting estimate requires the Company to make assumptions that are difficult or subjective about matters that were highly uncertain at the time that the accounting estimate was made, (b) changes in the estimate are reasonably likely to occur in periods after the period in which the estimate was made, or (c) use of different estimates by the Company could have been used; and (ii) changes in those accounting estimates would have had a material impact on the financial condition or results of operations of the

36

Table of Contents

Company. The critical accounting policies and estimates inherent in the preparation of the Company’s Consolidated Financial Statements are described below. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors.

Long-Lived Assets, Intangible Assets and Goodwill: The Company evaluates its long-lived assets, intangible assets and goodwill for possible impairment in the fourth quarter, or whenever events or changes in circumstances indicate that it is more likely than not that the fair value is less than its carrying amount. The Company has reporting units within the Ocean Transportation and Logistics reportable segments.

Long-lived Assets and Finite-lived Intangible Assets: Long-lived assets and finite-lived intangible assets are grouped at the lowest level for which identifiable cash flows are available. In evaluating for impairment, the estimated future undiscounted cash flows generated by each of these asset groups are compared with the carrying value recorded for each asset group to determine if its carrying value is recoverable. If this review determines that the amount recorded will not be recovered, the amount recorded for the asset group is reduced to its estimated fair value. These asset impairment analyses are highly subjective because they require management to make assumptions and apply considerable judgments to, among other things, estimates of the timing and amount of future cash flows, expected useful lives of the assets, potential impact of future events, including changes in economic conditions and operating performance, and future costs of maintenance and improvements of the assets. If management uses different assumptions or if different conditions occur in future periods, the Company’s financial condition or its future operating results could be materially impacted. The Company has evaluated its long-lived assets and finite-lived intangible assets for impairment and determined that there was no impairment for the years ended December 31, 2022, 2021 and 2020.

Indefinite-life Intangible Assets and Goodwill: The Company’s intangible assets include goodwill, customer relationships and a trade name, and are grouped at the lowest level reporting unit for which identifiable cash flows are available. In estimating the fair value of a reporting unit, the Company uses a combination of a discounted cash flow model and fair value based on market multiples of earnings before interest, income taxes, depreciation and amortization (“EBITDA”). The discounted cash flow approach requires the Company to use a number of assumptions, including market factors specific to the business, the amount and timing of estimated future cash flows generated by the business over an extended period of time, long-term growth rates for the business, and a discount rate that considers the risks related to the amount and timing of the cash flows. Although the assumptions used by the Company in its discounted cash flow model are consistent with the assumptions the Company used to generate its internal strategic plans and forecasts, significant judgment is required to estimate the amount and timing of future cash flows from the reporting unit and the risk of achieving those cash flows. When using market multiples of EBITDA, the Company makes judgments about the comparability of multiples in closed and proposed transactions. Accordingly, changes in assumptions and estimates, including, but not limited to, changes driven by external factors, such as industry and economic trends, and those driven by internal factors, such as changes in the Company’s business strategy and its internal forecasts, could have a material effect on the Company’s financial condition or its future operating results. The Company has evaluated its indefinite-life intangible assets and goodwill for impairment and determined that there was no impairment for the years ended December 31, 2022, 2021 and 2020.

Insurance Related Liabilities: The Company is uninsured for certain risks but when feasible, many of these risks are mitigated by insurance. The Company purchases insurance with deductibles or self-insured retentions. Such insurance includes, but is not limited to, employee health, workers’ compensation, marine liability, cybersecurity, auto liability and physical damage to property and equipment. For certain risks, the Company elects to not purchase insurance because of the excessive cost of such insurance or the perceived remoteness of the risk. In addition, the Company retains all risk of loss that exceeds the limits of the Company’s insurance policies, or for other risks where insurance is not commercially available.

When estimating its reserves for retained risks and related liabilities, the Company considers a number of factors, including historical claims experience, demographic factors, current trends, and analyses provided by independent third parties. Periodically, management reviews its assumptions and estimates used to determine the adequacy of the Company’s reserves for retained risks and other related liabilities. The Company’s retained risks and other related liabilities contain uncertainties because management is required to apply judgment and make long-term assumptions to estimate the ultimate cost to settle reported claims, and of claims incurred but not reported, as of the balance sheet date. Insurance related liabilities were $45.4 million and $35.9 million at December 31, 2022 and 2021, respectively. The Company’s estimate of insurance related liabilities could change if management uses different assumptions or if

37

Table of Contents

different conditions occur in future periods, however the Company does not expect any such change would have a material impact on the Company’s financial condition and results of operations.

Pension and Post-Retirement Plans: The estimation of the Company’s pension and post-retirement benefit expenses and liabilities requires the Company to make various assumptions. These assumptions include factors such as discount rates, expected long-term rate of return on pension plan assets, salary growth, health care cost trend rates, inflation, retirement rates, mortality rates and expected contributions. Actual results that differ from the assumptions made could materially affect the Company’s financial condition or its future operating results. The effects of changing assumptions are included in unamortized net gains and losses, which directly affect accumulated other comprehensive income (loss). Additionally, these unamortized gains and losses are amortized and reclassified to income (loss) over future periods.

Additional information about the Company’s pension and post-retirement plans and assumptions used is included in Note 11 to the Consolidated Financial Statements in Item 8 of Part II below.

Income Taxes: The Company’s income tax expense requires the Company to make various estimates and judgments. These estimates and judgments are applied in the calculation of taxable income, tax credits, tax benefits and deductions, and in the calculation of certain deferred tax assets and liabilities, which arise from differences in the timing of recognition of revenue, costs and expenses for tax purposes. The calculation of deferred tax assets and liabilities may be impacted by various factors including but not limited to changes in tax rates; changes in tax laws, regulations, and rulings; changes in interpretations of existing tax laws, regulations and rulings; and changes in the evaluation of the Company’s ability to realize deferred tax assets including operating loss and tax credit carryforwards. Deferred tax assets and liabilities are adjusted to the extent necessary to reflect tax rates expected to be in effect when the temporary differences reverse. Significant changes to these estimates may result in an increase or decrease to the Company’s income taxes in a subsequent period.

The Company records a valuation allowance if, based on the weight of available evidence, management believes that it is more likely than not that some portion or all of a recorded deferred tax asset would not be realized in future periods.

Additional information about the Company’s income taxes is included in Note 10 to the Consolidated Financial Statements in Item 8 of Part II below.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Debt and Interest Rate Risks: The Company is exposed to changes in interest rates, primarily as a result of its borrowing and investing activities used to maintain liquidity and to fund business operations, including borrowings under its revolving credit facility, private placement term loans and Title XI debt. In order to manage its exposure to changes in interest rates, the Company utilizes a balanced mix of both fixed-rate and variable-rate debt with various maturity dates. The nature and amount of the Company’s outstanding debt are expected to fluctuate as a result of future business requirements, market conditions and other factors.

Other than in certain events of default, the Company is not obligated to prepay its variable and fixed rate debt prior to maturity. For fixed rate debt, changes in market interest rates would not affect the Company’s financial condition or results of operations.

Interest on certain borrowings under the Company’s revolving credit facility is calculated using the London Interbank Offered Rate (“LIBOR”). LIBOR will be discontinued as a benchmark interest rate by mid-2023. The discontinuation of LIBOR will require the Company and its lenders to transition from LIBOR to a new benchmark interest rate, the Secured Overnight Financing Rate (“SOFR”). The Company believes that the transition to SOFR will not have a material impact on the Company’s financial condition and results of operations.

Additional information about the Company’s debt is included in Note 8 to the Consolidated Financial Statements in Item 8 of Part II below.

Investment Risks: The Company invests excess cash in short-term money market funds that purchase government securities or corporate debt securities, or in other deposit products allowed under the Company’s Cash Investment Policy. These money market funds and deposits maintain a weighted average maturity of less than 90 days, and

38

Table of Contents

accordingly, a one percent change in interest rates is not expected to have a material impact on the fair value of these investments or on interest income.

The Company may invest funds on deposit in the CCF in money market funds, U.S. Treasury Obligation Funds or other eligible investments.

Foreign Currency Risks: The Company has no material exposure to foreign currency risks, although it is indirectly affected by changes in currency rates to the extent that changes in rates affect tourism in Hawaii, Guam, Alaska and other locations. Transactions related to the Company’s China and Japan services are primarily denominated in U.S. dollars, and therefore, a one percent change in the Chinese Yuan or Japanese Yen exchange rate would not have a material effect on the Company’s results of operations. Transactions related to the Company’s South Pacific service are primarily denominated in New Zealand dollars. However, a one percent change in the New Zealand dollar exchange rate is not expected to have a material effect on the Company’s results of operations.

39

Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

​ ​

​ ​ Page

Management’s Annual Report on Internal Control Over Financial Reporting 41

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) 42

Consolidated Statements of Income and Comprehensive Income 44

Consolidated Balance Sheets 45

Consolidated Statements of Cash Flows 46

Consolidated Statements of Shareholders’ Equity 47

​ ​

Notes to Consolidated Financial Statements 48

1. Description of the Business 48

2. Significant Accounting Policies 48

3. Reportable Segments 53

4. Investment in SSAT 54

5. Property and Equipment 55

6. Goodwill and Intangible Assets 56

7. Capital Construction Fund 56

11. Pension and Post-Retirement Plans 64

12. Multi-Employer Withdrawal Liabilities 71

13. Accumulated Other Comprehensive Income (Loss) 71

14. Earnings Per Share 72

15. Share-Based Awards 72

16. Fair Value of Financial Instruments 73

17. Commitments and Contingencies 74

40

Table of Contents

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Matson, Inc. and subsidiaries (the “Company”) has the responsibility for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting only provides reasonable assurance with respect to financial statement presentation and preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on its assessment, management believes that, as of December 31, 2022, the Company’s internal control over financial reporting is effective. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on the Company’s internal control over financial reporting.

/s/ Matthew J. Cox ​ /s/ Joel M. Wine

Matthew J. Cox ​ Joel M. Wine

41

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and the shareholders of Matson, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Matson, Inc. and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that

42

Table of Contents

are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill – Span Alaska Reporting Unit — Refer to Notes 2 and 6 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. In estimating the fair value of a reporting unit, the Company uses a combination of a discounted cash flow model and fair value based on market multiples of earnings before interest, taxes, depreciation and amortization (“EBITDA”). The discounted cash flow approach requires the Company to make several business assumptions, including, but not limited to, the discount rate. Changes in assumptions and estimates could have a material effect on either the fair value, the amount of any goodwill impairment charge, or both. The goodwill balance was $327.8 million as of December 31, 2022, of which $78.6 million is allocated to a reporting unit in the Logistics reportable segment, resulting from the acquisition of Span Intermediate, LLC (“Span Alaska”) in fiscal year 2016. The Company has evaluated its goodwill for impairment as part of its annual assessment in fiscal year 2022 and determined that the fair value of the Span Alaska reporting unit exceeded the carrying amount as of the date of the impairment review.

We identified goodwill related to Span Alaska as a critical audit matter because of the significant estimates and assumptions management made to estimate the fair value of Span Alaska. Specifically, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the selection of the discount rate required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the selection of the discount rate for Span Alaska included the following, among others:

/s/ Deloitte & Touche LLP ​

Honolulu, Hawaii ​

​ ​

43

Table of Contents

MATSON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Years Ended December 31,

Operating Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Costs and Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Selling, general and administrative ​ (261.0) ​ (236.5) ​ (225.0) ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Interest income ​ ​ 8.2 ​ ​ — ​ ​ — ​

Other income (expense), net ​ 8.5 ​ 6.4 ​ ​ 6.1 ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Other Comprehensive Income (Loss), Net of Income Taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Other Comprehensive Income (Loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Amortization of prior service cost ​ (3.5) ​ (4.6) ​ (4.7) ​

Amortization of net loss (gain) ​ 27.3 ​ 25.0 ​ (9.4) ​

Other adjustments ​ 0.2 ​ (0.5) ​ 0.2 ​

Total Other Comprehensive Income (Loss) ​ 24.0 ​ 19.9 ​ (13.9) ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Diluted Earnings Per Share ​ $ 27.07 ​ $ 21.47 ​ $ 4.44 ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Weighted Average Number of Shares Outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

See Notes to Consolidated Financial Statements.

44

Table of Contents

MATSON, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

​ ​ ​ ​ ​ ​ ​ ​

​ ​ As of December 31,

ASSETS ​ ​ ​ ​ ​ ​ ​

Current Assets: ​ ​ ​ ​ ​ ​ ​

Cash and cash equivalents ​ $ 249.8 ​ $ 282.4 ​

Prepaid expenses and other assets ​ 241.3 ​ 78.4 ​

Long-term Assets: ​ ​ ​ ​ ​ ​ ​

Investment in SSAT ​ 81.2 ​ 58.7 ​

Operating lease right of use assets ​ ​ 396.9 ​ ​ 434.6 ​

Intangible assets, net ​ ​ 174.9 ​ ​ 181.1 ​

Capital Construction Fund ​ ​ 518.2 ​ ​ — ​

Deferred dry-docking costs, net ​ ​ 55.3 ​ ​ 68.7 ​

Other long-term assets ​ 53.6 ​ 39.4 ​

​ ​ ​ ​ ​ ​ ​ ​

LIABILITIES AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​

Current Liabilities: ​ ​ ​ ​ ​ ​ ​

Current portion of debt ​ $ 76.9 ​ $ 65.0 ​

Accounts payable and accruals ​ 255.6 ​ 308.4 ​

Operating lease liabilities ​ ​ 143.6 ​ ​ 137.6 ​

Total current liabilities ​ 581.6 ​ 612.4 ​

Long-term Liabilities: ​ ​ ​ ​ ​ ​ ​

Long-term debt, net of deferred loan fees ​ 427.7 ​ 549.7 ​

Long-term operating lease liabilities ​ ​ 262.5 ​ ​ 307.4 ​

Other long-term liabilities ​ ​ 114.8 ​ ​ 131.0 ​

Commitments and Contingencies (see Note 17) ​ ​ ​ ​ ​ ​ ​

Shareholders’ Equity: ​ ​ ​ ​ ​ ​ ​

Additional paid in capital ​ 290.4 ​ 314.1 ​

Accumulated other comprehensive loss, net ​ (6.9) ​ (30.9) ​

Total Liabilities and Shareholders’ Equity ​ $ 4,330.0 ​ $ 3,693.1 ​

See Notes to Consolidated Financial Statements.

45

Table of Contents

MATSON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Years Ended December 31,

Cash Flows From Operating Activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Reconciling adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

(Gain) Loss on disposal of property and equipment ​ (1.5) ​ (0.8) ​ 2.8 ​

Share-based compensation expense ​ 18.3 ​ 19.3 ​ 18.8 ​

Distributions from SSAT ​ 47.3 ​ 46.9 ​ 55.4 ​

Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Accounts receivable, net ​ 74.6 ​ (90.3) ​ (48.0) ​

Deferred dry-docking payments ​ (25.7) ​ (36.3) ​ (16.8) ​

Deferred dry-docking amortization ​ 24.9 ​ 24.3 ​ 25.1 ​

Prepaid expenses and other assets ​ (45.2) ​ (48.1) ​ 21.9 ​

Accounts payable, accruals and other liabilities ​ (31.7) ​ 39.6 ​ 44.8 ​

Operating lease liabilities ​ ​ (154.1) ​ ​ (99.7) ​ ​ (75.9) ​

Other long-term liabilities ​ (0.3) ​ (14.3) ​ (6.9) ​

Net cash provided by operating activities ​ 1,271.9 ​ 984.1 ​ 429.8 ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Cash Flows From Investing Activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Capitalized vessel construction expenditures ​ ​ (62.4) ​ ​ (14.9) ​ ​ (87.8) ​

Withdrawals from Capital Construction Fund ​ 64.6 ​ 31.2 ​ 132.4 ​

Net cash used in investing activities ​ (729.3) ​ (323.4) ​ (177.0) ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Cash Flows From Financing Activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Proceeds from issuance of debt ​ ​ — ​ ​ — ​ ​ 325.5 ​

Proceeds from revolving credit facility ​ ​ — ​ 304.3 ​ 648.0 ​

Repayments of revolving credit facility ​ ​ — ​ ​ (376.1) ​ ​ (955.3) ​

Payment of financing costs ​ ​ — ​ (3.0) ​ (18.5) ​

Proceeds from issuance of common stock ​ ​ — ​ — ​ 0.1 ​

Repurchase of Matson common stock ​ ​ (397.0) ​ ​ (198.3) ​ ​ — ​

Net cash used in financing activities ​ (576.6) ​ (392.7) ​ (261.5) ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Cash and Cash Equivalents ​ $ 249.8 ​ $ 282.4 ​ $ 14.4 ​

Restricted Cash ​ ​ 3.9 ​ ​ 5.3 ​ ​ 5.3 ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Supplemental Cash Flow Information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Interest paid, net of capitalized interest ​ $ 16.2 ​ $ 19.3 ​ $ 26.2 ​

Income tax paid, net of income tax refunds ​ $ 215.2 ​ $ 241.6 ​ $ (16.1) ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Non-cash Information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

See Notes to Consolidated Financial Statements.

46

Table of Contents

MATSON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE THREE YEARS ENDED DECEMBER 31, 2022

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​

​ ​ Common Stock ​ Additional ​ Other ​ ​ ​ ​ ​ ​

​ ​ ​ ​ Stated ​ Paid In ​ Comprehensive ​ Retained ​ ​ ​

Other comprehensive income (loss), net of tax — ​ — — ​ (13.9) ​ — ​ (13.9) ​

Share-based compensation — ​ — 18.8 ​ — ​ — ​ 18.8 ​

Equity interest in SSAT ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2.2 ​ ​ 2.2 ​

Dividends ($0.90 per share) — ​ — — ​ — ​ (39.2) ​ (39.2) ​

Other comprehensive income (loss), net of tax ​ — ​ — — ​ 19.9 ​ — ​ 19.9 ​

Share-based compensation — ​ — 19.3 ​ — ​ — ​ 19.3 ​

Share repurchase ​ (2.5) ​ ​ (1.9) ​ ​ (12.0) ​ ​ — ​ ​ (186.2) ​ ​ (200.1) ​

Dividends ($1.06 per share) — ​ — — ​ — ​ (45.9) ​ (45.9) ​

Other comprehensive income (loss), net of tax — ​ — — ​ 24.0 ​ — ​ 24.0 ​

Share-based compensation — ​ — 18.3 ​ — ​ — ​ 18.3 ​

Share repurchase ​ (5.0) ​ ​ (3.7) ​ ​ (21.7) ​ ​ — ​ ​ (371.6) ​ ​ (397.0) ​

Equity interest in SSAT ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (11.6) ​ ​ (11.6) ​

Dividends ($1.22 per share) — ​ — — ​ — ​ (48.0) ​ (48.0) ​

See Notes to Consolidated Financial Statements.

47

Table of Contents

MATSON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF THE BUSINESS

Matson, Inc., a holding company incorporated in the State of Hawaii, and its subsidiaries (“Matson” or the “Company”), is a leading provider of ocean transportation and logistics services. The Company consists of two segments, Ocean Transportation and Logistics. For financial information on the Company’s reportable segments for the three years ended December 31, 2022, see Note 3.

Ocean Transportation: Matson’s Ocean Transportation business is conducted through Matson Navigation Company, Inc. (“MatNav”), a wholly-owned subsidiary of Matson, Inc. Founded in 1882, MatNav 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. MatNav also operates premium, expedited services from China to Long Beach, California, provides services to Okinawa, Japan and various islands in the South Pacific, and operates an international export service from Dutch Harbor, Alaska to Asia. In addition, subsidiaries of MatNav provide stevedoring, refrigerated cargo services, inland transportation and other terminal services for MatNav on the Hawaiian islands of Oahu, Hawaii, Maui and Kauai, and for MatNav and other ocean carriers in Alaska.

Matson has a 35 percent ownership interest in SSA Terminals, LLC, a joint venture between Matson Ventures, Inc., a wholly-owned subsidiary of MatNav, and SSA Ventures, Inc., a subsidiary of Carrix, Inc. (“SSAT”). SSAT currently provides terminal and stevedoring services to various carriers at eight terminal facilities on the U.S. West Coast, including three facilities dedicated for MatNav’s use. Matson records its share of income from SSAT in costs and expenses in the Consolidated Statements of Income and Comprehensive Income, and within the Ocean Transportation segment due to the nature of SSAT’s operations (see Note 4).

Logistics: Matson’s Logistics business is conducted through Matson Logistics, Inc. (“Matson Logistics”), a wholly-owned subsidiary of MatNav. Established in 1987, Matson Logistics extends the geographic reach of Matson’s transportation network throughout North America and Asia, and is an asset-light business that provides a variety of logistics services to its customers including: (i) multimodal transportation brokerage of domestic and international rail intermodal services, long-haul and regional highway trucking services, specialized hauling, flat-bed and project services, less-than-truckload services, and expedited freight services (collectively, “Transportation Brokerage” services); (ii) less-than-container load (“LCL”) consolidation and freight forwarding services (collectively, “Freight Forwarding” services); (iii) warehousing, trans-loading, value-added packaging and distribution services (collectively, “Warehousing” services); and (iv) supply chain management, non-vessel operating common carrier (“NVOCC”) freight forwarding and other services.

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The Consolidated Financial Statements include the accounts of Matson, Inc. and all wholly-owned subsidiaries, after elimination of intercompany amounts and transactions. Significant investments in businesses, partnerships, and limited liability companies in which the Company does not have a controlling financial interest, but has the ability to exercise significant influence, are accounted for under the equity method. The Company accounts for its investment in SSAT using the equity method of accounting (see Note 4).

Fiscal Year: The year end for Matson is December 31. The period end for MatNav occurred on the last Friday in December, except for certain Company subsidiaries whose period closed on December 31. Included in these Consolidated Financial Statements are 53 weeks in the 2021 and 52 weeks in the 2022 and 2020 fiscal years for MatNav.

Foreign Currency Transactions: The United States (U.S.) dollar is the functional currency for substantially all of the financial statements of the Company’s foreign subsidiaries. Foreign currency denominated assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at exchange rates existing at the respective balance sheet dates. Translation adjustments resulting from fluctuations in exchange rates are recorded as a component of accumulated other comprehensive loss (gain) within shareholders’ equity. The Company translates the result of operations of its foreign subsidiaries at the average exchange rate during the respective periods. Gains and losses

48

Table of Contents

resulting from foreign currency transactions are included in Costs and Expenses in the Consolidated Statements of Income and Comprehensive Income.

Use of Estimates: The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported. Estimates and assumptions are used for, but not limited to: impairment of investments; impairment of long-lived assets, intangible assets and goodwill; capitalized interest; allowance for doubtful accounts and other receivables; legal contingencies; insurance reserves and other related liabilities; accrual estimates; pension and post-retirement estimates; multi-employer withdrawal liabilities; operating lease assets and liabilities; income from SSAT; and income taxes. Future results could be materially affected if actual results differ from these estimates and assumptions.

Cash, Cash Equivalents and Restricted Cash: Cash equivalents consist of highly-liquid investments with original maturities of three months or less. The Company carries these investments at cost, which approximates fair value. Restricted cash relates to amounts that are subject to contractual restrictions and are not readily available. Restricted cash was $3.9 million and $5.3 million at December 31, 2022 and 2021, respectively, and are included in prepaid expenses and other assets in the Consolidated Balance Sheets.

Accounts Receivable, net: Accounts receivable represent amounts due from trade customers arising in the normal course of business. Accounts receivable are shown net of allowance for doubtful accounts receivable in the Consolidated Balance Sheets. Allowance for doubtful accounts receivable is established by management based on estimates of collectability. Estimates of collectability are principally based on an evaluation of the current financial condition of the customer and the potential risks to collection, the customer’s payment history, expected future credit losses and other factors which are regularly monitored by the Company.

Changes in the allowance for doubtful accounts receivable for the three years ended December 31, 2022, 2021 and 2020 were as follows:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ Balance at ​ Write-offs Balance at

Year (in millions) Beginning of Year Expense (1) and Other End of Year

Prepaid Expenses and Other Assets: Prepaid expenses and other assets consist of the following at December 31, 2022 and 2021:

​ ​ ​ ​ ​ ​ ​ ​

​ ​ As of December 31,

Prepaid Expenses and Other Assets (in millions) 2022 2021

Income tax receivables ​ $ 170.8 ​ $ 23.1 ​

Prepaid fuel ​ ​ 26.3 ​ ​ 22.6 ​

Prepaid insurance and insurance related receivables ​ 17.4 ​ 10.1 ​

Restricted cash - vessel construction obligations ​ ​ 3.9 ​ ​ 5.3 ​

Income tax receivables include a federal income tax refund related to the Company’s 2021 federal tax return, overpayments of federal and state taxes paid during the year ended December 31, 2022, and other income tax receivables.

Deferred Loan Fees: The Company records deferred loan fees, excluding those related to the revolving credit facility, as a reduction to Total Debt in the Company’s Consolidated Balance Sheets in accordance with Accounting Standards Update (“ASU”) 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). These costs are being amortized over the life of the related debt using the effective interest method (see Note 8).

Deferred loan fees related to the Company’s revolving credit facility are recorded in other long-term assets in the Company’s Consolidated Balance Sheets and are amortized using the straight-line method as the difference between that and the use of the effective interest method is not material.

49

Table of Contents

Other Long-Term Assets: Other long-term assets consist of the following at December 31, 2022 and 2021:

​ ​ ​ ​ ​ ​ ​ ​

​ ​ As of December 31,

Other Long-Term Assets (in millions) 2022 2021

Vessel and equipment spare parts ​ $ 13.2 ​ $ 12.8 ​

Pension plan assets ​ ​ 18.9 ​ ​ 1.3 ​

Insurance related receivables ​ ​ 12.1 ​ ​ 10.4 ​

Property and Equipment: Property and equipment is stated at cost. Property and equipment is depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of property and equipment range up to the following maximum life:

​ ​ ​

Classification Life

Vessels 40 years

Machinery and equipment 30 years

Terminal facilities 35 years

Capitalized Interest: The Company capitalizes interest costs during the period the qualified assets are being readied for their intended use. The Company determined that the vessel construction costs are considered qualifying assets for the purposes of capitalizing interest on these assets. The amount of capitalized interest is calculated based on the amount of payments incurred related to the construction of these vessels using a weighted average interest rate. The weighted average interest rate is determined using the Company’s average borrowings outstanding during the period. Capitalized interest is included in vessel construction in progress in property and equipment in the Company’s Consolidated Balance Sheets (see Note 5). During the years ended December 31, 2022, 2021 and 2020, the Company capitalized $0.7 million, $0.2 million and $7.4 million of interest related to the construction of new vessels, respectively.

Source: SEC EDGAR (public domain) · 10-K for the period ended 2022-12-31, filed 2023-02-24 · accession 0001558370-23-001961

Filing HTML rendered to line-structured narrative text by the shipped reducer (datafeeds.edgar_fulltext.visible_text, keep_table_headers=True): scripts and inline-XBRL headers are dropped, and table content is reduced to its short label cells — numeric table data is not rendered and is therefore not counted. The same rendering is used for every year, so a year-over-year comparison is like for like.

The text is our rendering of the filing, not a facsimile: original pagination, typography and tables are not reproduced, and the numbers live in the financial statements (FA).

The outline locates item HEADINGS in this document. Only Items 1A and 7 have certified boundaries elsewhere in the terminal (the redline and the narrative-overlap number); every span here runs from one heading found to the next heading found.

How the outline was chosen. It is the longest chain of item headings that runs forward through both the document and the standard item order: 22 headings are on that chain and 16 further heading-shaped lines are not — the table-of-contents echo of every item, cross-references and exhibit-list mentions. Each entry's length is measured from its heading to the next heading on the chain.