Financial Data and Key Metrics Changes - The consolidated operating income for Q4 2023 decreased by $17.3 million year-over-year to $75.3 million, with lower contributions from Ocean Transportation and Logistics [89] - For the full year 2023, consolidated operating income decreased by $1.01 billion year-over-year to $342.8 million, primarily due to lower freight rates and volume in China [90] - The effective tax rate in Q4 was 26%, compared to 20.4% in the previous year [90] Business Line Data and Key Metrics Changes - Ocean Transportation operating income decreased in Q4 due to lower freight rates in China and higher operating costs, partially offset by higher volume in China and contributions from Alaska and Hawaii [5][90] - Logistics operating income for Q4 was $8.9 million, approximately $3.9 million lower than the previous year, primarily due to a lower contribution from transportation brokerage [88] - Container volume in Hawaii for Q4 declined by 1.9% year-over-year, while Alaska's container volume decreased by 0.6% year-over-year [9][11] Market Data and Key Metrics Changes - The Hawaii economy is expected to grow modestly in 2024, supported by low unemployment and easing inflation, despite challenges from tourism impacts due to the Maui wildfires [2] - In Alaska, the economy is projected to grow due to job growth and infrastructure investments, with expectations of increased energy-related exploration and production activity [4] Company Strategy and Development Direction - The company is focused on maintaining vessel schedule integrity and delivering high-quality service, viewing its investment-grade balance sheet as a competitive advantage for growth opportunities [25][15] - The company plans to continue returning capital to shareholders after funding maintenance capital expenditures and long-term investments, having repurchased 9.5 million shares since 2021 [26][91] - The company is exploring organic growth initiatives and potential acquisitions, particularly in logistics, while remaining cautious of elevated valuations in the market [64] Management's Comments on Operating Environment and Future Outlook - Management expects year-over-year growth in Ocean Transportation operating income for 2024, with trade dynamics expected to remain stable [22] - The first quarter of 2024 is anticipated to be weaker due to seasonal factors and lower volumes, particularly in the China business [23] - Management noted that while there are uncertainties in the market, they remain focused on operational reliability and customer service [25] Other Important Information - The cash balance in the capital construction fund at the end of 2023 was $599.4 million, with nearly two-thirds of the program funded by cash deposits [79] - The company expects to make milestone payments of $35.5 million in each of the second and fourth quarters of 2024 [79] Q&A Session Summary Question: What is driving the lower year-on-year operating income in ocean? - Management indicated that annual seasonality and lower volumes in the China business are the primary factors [32] Question: Is there a shift of West Coast imports back to the West Coast impacting profitability? - Management noted that while customers are evaluating routing options, they have not seen significant changes in customer moves or deployed capacity by international ocean carriers [35] Question: Are there opportunities emerging to add to the Alaska business? - Management confirmed that there are growth opportunities in the oil and gas segment and seafood exports, with expectations of benefiting from increased drilling and production activity [58]

PART I—FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section provides the company's unaudited condensed consolidated financial statements and notes, covering financial position, operating results, and equity changes [Condensed Consolidated Statements of Income and Comprehensive Income](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) This section presents the company's condensed consolidated statements of income and comprehensive income for the specified periods **Condensed Consolidated Statements of Income and Comprehensive Income (For the Nine Months Ended September 30):** | Metric | Q3 2023 (million USD) | Q3 2022 (million USD) | YTD 2023 (million USD) | YTD 2022 (million USD) | | :----------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Operating Revenue | 827.5 | 1,114.8 | 2,305.7 | 3,541.4 | | Operating Costs and Expenses | (695.4) | (779.5) | (2,038.2) | (2,280.4) | | Operating Income | 132.1 | 335.3 | 267.5 | 1,261.0 | | Net Income | 119.9 | 266.0 | 234.7 | 985.9 | | Basic Earnings Per Share | 3.42 | 6.95 | 6.59 | 24.83 | | Diluted Earnings Per Share | 3.40 | 6.89 | 6.56 | 24.65 | [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's condensed consolidated balance sheets as of the specified dates **Condensed Consolidated Balance Sheets (As of Date):** | Metric | September 30, 2023 (million USD) | December 31, 2022 (million USD) | | :----------------------- | :----------------------- | :----------------------- | | Cash and Cash Equivalents | 156.5 | 249.8 | | Total Current Assets | 635.8 | 759.6 | | Total Long-Term Assets | 3,657.0 | 3,570.4 | | Total Assets | 4,292.8 | 4,330.0 | | Total Current Liabilities | 570.6 | 581.6 | | Total Long-Term Liabilities | 1,331.9 | 1,451.5 | | Total Liabilities | 1,902.5 | 2,033.1 | | Total Shareholders' Equity | 2,390.3 | 2,296.9 | | Total Liabilities and Shareholders' Equity | 4,292.8 | 4,330.0 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the company's condensed consolidated statements of cash flows for the specified periods **Condensed Consolidated Statements of Cash Flows (For the Nine Months Ended September 30):** | Metric | 2023 (million USD) | 2022 (million USD) | | :----------------------- | :----------------------- | :----------------------- | | Net Cash from Operating Activities | 399.1 | 1,102.5 | | Net Cash from Investing Activities | (270.7) | (692.9) | | Net Cash from Financing Activities | (221.7) | (450.6) | | Net Decrease in Cash, Cash Equivalents, and Restricted Cash | (93.3) | (41.0) | | Cash, Cash Equivalents, and Restricted Cash at End of Period | 160.4 | 246.7 | [Condensed Consolidated Statements of Shareholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity) This section presents the company's condensed consolidated statements of shareholders' equity for the specified periods **Condensed Consolidated Statements of Shareholders' Equity (For the Nine Months Ended September 30):** | Metric | September 30, 2023 (million USD) | December 31, 2022 (million USD) | | :----------------------- | :----------------------- | :----------------------- | | Total Shareholders' Equity | 2,390.3 | 2,296.9 | | Net Income (Nine Months) | 234.7 | 985.9 | | Share Repurchases (Nine Months) | (108.2) | (296.9) | | Dividends Paid (Nine Months) | (33.8) | (36.9) | [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the condensed consolidated financial statements, explaining business operations, accounting policies, and financial changes - The company primarily operates through two business segments: Ocean Transportation and Logistics. Ocean Transportation services cover routes to Hawaii, Alaska, Guam, Micronesia, South Pacific Islands, Okinawa, and China to Long Beach, holding a **35% equity interest in SSAT**. The Logistics segment provides intermodal brokerage, freight forwarding, warehousing, and supply chain management services[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) - As of September 30, 2023, the Capital Construction Fund (CCF) balance increased to **$591.6 million** from $518.2 million on December 31, 2022, primarily due to **$100 million in cash deposits** and **$23.3 million in interest income**. The company plans to use CCF funds to pay for milestone payments for three new Jones Act vessels[31](index=31&type=chunk)[126](index=126&type=chunk) SSAT Joint Venture Income Statement Information (For the Nine Months Ended September 30) | Metric | Q3 2023 (million USD) | Q3 2022 (million USD) | YTD 2023 (million USD) | YTD 2022 (million USD) | | :----------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Operating Revenue | 268.4 | 369.8 | 742.1 | 1,191.3 | | Operating (Loss) Income | (1.0) | 82.9 | (12.1) | 297.0 | | Net (Loss) Income | 1.5 | 68.9 | (7.4) | 247.0 | | Company's Share of SSAT Net (Loss) Income | 1.3 | 23.4 | (1.9) | 82.1 | Segment Operating Revenue (For the Nine Months Ended September 30) | Segment | Q3 2023 (million USD) | Q3 2022 (million USD) | YTD 2023 (million USD) | YTD 2022 (million USD) | | :----------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Ocean Transportation | 669.4 | 918.5 | 1,837.3 | 2,911.6 | | Logistics | 158.1 | 196.3 | 468.4 | 629.8 | | **Total Operating Revenue** | **827.5** | **1,114.8** | **2,305.7** | **3,541.4** | Segment Operating Income (For the Nine Months Ended September 30) | Segment | Q3 2023 (million USD) | Q3 2022 (million USD) | YTD 2023 (million USD) | YTD 2022 (million USD) | | :----------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Ocean Transportation | 118.2 | 315.2 | 228.4 | 1,201.4 | | Logistics | 13.9 | 20.1 | 39.1 | 59.6 | | **Total Operating Income** | **132.1** | **335.3** | **267.5** | **1,261.0** | Debt Composition (As of Date) | Debt Type | September 30, 2023 (million USD) | December 31, 2022 (million USD) | | :----------------------- | :----------------------- | :----------------------- | | Private Placement Term Loans | 166.3 | 195.0 | | Title XI Debt | 284.0 | 304.8 | | **Total Debt** | **450.3** | **517.5** | | Less: Current Portion | (39.7) | (76.9) | | Less: Deferred Loan Costs | (11.9) | (12.9) | | **Net Long-Term Debt** | **398.7** | **427.7** | - The company prepaid **$26.4 million** of Title XI debt during the first quarter of 2023. As of September 30, 2023, **$642.6 million** remained available for borrowing under the revolving credit facility[59](index=59&type=chunk)[22](index=22&type=chunk)[129](index=129&type=chunk) Earnings Per Share Calculation (For the Nine Months Ended September 30) | Metric | Q3 2023 | Q3 2022 | YTD 2023 | YTD 2022 | | :----------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Basic Earnings Per Share | $3.42 | $6.95 | $6.59 | $24.83 | | Diluted Earnings Per Share | $3.40 | $6.89 | $6.56 | $24.65 | | Basic Weighted-Average Shares (million shares) | 35.1 | 38.3 | 35.6 | 39.7 | | Diluted Weighted-Average Shares (million shares) | 35.3 | 38.6 | 35.8 | 40.0 | - As of September 30, 2023, unrecognized compensation cost related to unvested share-based awards totaled **$30.2 million**, expected to be recognized over a weighted-average period of approximately **1.8 years**[72](index=72&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operating results, and liquidity for Q3 and YTD 2023, noting significant declines in revenue and net income, reduced operating cash flow, but improved CCF balance and lower debt [FORWARD-LOOKING STATEMENTS](index=30&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section outlines the inherent uncertainties and risks associated with forward-looking statements in the report - Forward-looking statements in this report are subject to various assumptions, risks, and uncertainties, where actual results may differ materially from expectations[79](index=79&type=chunk) [OVERVIEW](index=30&type=section&id=OVERVIEW) This section provides a general overview of the management's discussion and analysis of the company's financial performance and position - Management's Discussion and Analysis provides insights into the company's financial condition, operating results, liquidity, and factors potentially affecting future performance, and should be read in conjunction with the condensed consolidated financial statements and annual report[80](index=80&type=chunk) [THIRD QUARTER 2023 DISCUSSION AND UPDATE ON BUSINESS CONDITIONS](index=30&type=section&id=THIRD%20QUARTER%202023%20DISCUSSION%20AND%20UPDATE%20ON%20BUSINESS%20CONDITIONS) This section discusses business conditions and operational updates for the third quarter of 2023, including volume and segment performance - In Q3 2023, container volumes to Hawaii, Guam, and Alaska decreased year-over-year due to reduced demand and lower Alaska seafood exports. China service volumes declined by **1.3%**, primarily impacted by the suspension of CCX service in Q3 2022, though CLX+ service volumes increased. The SSAT joint venture contribution significantly decreased by **$22.1 million**, mainly due to lower demurrage revenue and lift volumes[81](index=81&type=chunk)[82](index=82&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk) - Logistics operating income for Q3 2023 was **$13.9 million**, a year-over-year decrease of **$6.2 million**, primarily due to reduced contributions from transportation brokerage services[88](index=88&type=chunk) [CONSOLIDATED RESULTS OF OPERATIONS](index=32&type=section&id=CONSOLIDATED%20RESULTS%20OF%20OPERATIONS) This section analyzes the company's consolidated operating results, including revenue, profit, and earnings per share, for the reported periods Consolidated Results of Operations (For the Nine Months Ended September 30) | Metric | Q3 2023 (million USD) | Q3 2022 (million USD) | Change (million USD) | Change (%) | | :----------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Operating Revenue | 827.5 | 1,114.8 | (287.3) | (25.8)% | | Operating Income | 132.1 | 335.3 | (203.2) | (60.6)% | | Net Income | 119.9 | 266.0 | (146.1) | (54.9)% | | Diluted Earnings Per Share | 3.40 | 6.89 | (3.49) | (50.7)% | | Metric | YTD 2023 (million USD) | YTD 2022 (million USD) | Change (million USD) | Change (%) | | :----------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Operating Revenue | 2,305.7 | 3,541.4 | (1,235.7) | (34.9)% | | Operating Income | 267.5 | 1,261.0 | (993.5) | (78.8)% | | Net Income | 234.7 | 985.9 | (751.2) | (76.2)% | | Diluted Earnings Per Share | 6.56 | 24.65 | (18.09) | (73.4)% | - Increased interest income resulted from higher cash and Capital Construction Fund investments and rising interest rates. Decreased interest expense was due to reduced outstanding debt and increased capitalized interest offsets related to new vessel construction. The effective tax rate for Q3 and the nine months ended 2023 benefited from deductions related to Foreign-Derived Intangible Income (FDII)[90](index=90&type=chunk)[91](index=91&type=chunk)[94](index=94&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) [ANALYSIS OF OPERATING REVENUE AND INCOME BY SEGMENT](index=35&type=section&id=ANALYSIS%20OF%20OPERATING%20REVENUE%20AND%20INCOME%20BY%20SEGMENT) This section provides a detailed analysis of the company's operating revenue and income broken down by its business segments Ocean Transportation Operating Results (For the Nine Months Ended September 30) | Metric | Q3 2023 (million USD) | Q3 2022 (million USD) | Change (million USD) | Change (%) | | :----------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Revenue | 669.4 | 918.5 | (249.1) | (27.1)% | | Operating Income | 118.2 | 315.2 | (197.0) | (62.5)% | | Operating Margin | 17.7% | 34.3% | | | | Hawaii Container Volume (FEU) | 37,000 | 37,700 | (700) | (1.9)% | | China Container Volume (FEU) | 39,000 | 39,500 | (500) | (1.3)% | | Metric | YTD 2023 (million USD) | YTD 2022 (million USD) | Change (million USD) | Change (%) | | :----------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Revenue | 1,837.3 | 2,911.6 | (1,074.3) | (36.9)% | | Operating Income | 228.4 | 1,201.4 | (973.0) | (81.0)% | | Operating Margin | 12.4% | 41.3% | | | | Hawaii Container Volume (FEU) | 108,600 | 112,400 | (3,800) | (3.4)% | | China Container Volume (FEU) | 105,800 | 134,800 | (29,000) | (21.5)% | - Ocean Transportation revenue and operating income declined primarily due to lower average freight rates and volumes on the China service, coupled with reduced SSAT contributions. The decrease in China service volumes was also impacted by the suspension of CCX service in Q3 2022[101](index=101&type=chunk)[103](index=103&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) Logistics Operating Results (For the Nine Months Ended September 30) | Metric | Q3 2023 (million USD) | Q3 2022 (million USD) | Change (million USD) | Change (%) | | :----------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Revenue | 158.1 | 196.3 | (38.2) | (19.5)% | | Operating Income | 13.9 | 20.1 | (6.2) | (30.8)% | | Operating Margin | 8.8% | 10.2% | | | | Metric | YTD 2023 (million USD) | YTD 2022 (million USD) | Change (million USD) | Change (%) | | :----------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Revenue | 468.4 | 629.8 | (161.4) | (25.6)% | | Operating Income | 39.1 | 59.6 | (20.5) | (34.4)% | | Operating Margin | 8.3% | 9.5% | | | - Logistics revenue and operating income decreased primarily due to reduced contributions from transportation brokerage and supply chain management services[112](index=112&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=39&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section discusses the company's liquidity position, cash flows, debt structure, and capital resources for future operations and investments Cash, Cash Equivalents, Restricted Cash, and Accounts Receivable (As of Date) | Metric | September 30, 2023 (million USD) | December 31, 2022 (million USD) | Change (million USD) | | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Cash and Cash Equivalents | 156.5 | 249.8 | (93.3) | | Restricted Cash | 3.9 | 3.9 | — | | Accounts Receivable, Net | 305.2 | 268.5 | 36.7 | | Accounts Receivable Designated to CCF | 213.2 | 9.9 | 203.3 | Cash Flow Changes (For the Nine Months Ended September 30) | Cash Flow Type | 2023 (million USD) | 2022 (million USD) | Change (million USD) | | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Net Cash from Operating Activities | 399.1 | 1,102.5 | (703.4) | | Net Cash from Investing Activities | (270.7) | (692.9) | 422.2 | | Net Cash from Financing Activities | (221.7) | (450.6) | 228.9 | | Net Decrease in Cash, Cash Equivalents, and Restricted Cash | (93.3) | (41.0) | (52.3) | - Net cash from operating activities significantly decreased by **$703.4 million**, primarily due to lower net income, the SSAT joint venture shifting from profit to loss, and no cash dividends distributed. Net cash from investing activities decreased by **$422.2 million**, mainly due to reduced cash deposits and interest income in the Capital Construction Fund, offset by increased capitalized vessel construction and other capital expenditures. Net cash from financing activities decreased by **$228.9 million**, primarily due to fewer share repurchases and debt repayments[119](index=119&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) Capital Construction Fund (CCF) Balance (As of Date) | Metric | September 30, 2023 (million USD) | December 31, 2022 (million USD) | | :----------------------- | :----------------------- | :----------------------- | | Cash Deposits | 591.6 | 518.2 | | Designated Accounts Receivable | 213.2 | 9.9 | - As of September 30, 2023, total debt decreased by **$67.2 million** to **$450.3 million**, primarily due to the prepayment of Title XI debt and scheduled repayments of private placement term loans. The company maintained **$642.6 million** in available borrowing capacity under its revolving credit facility[128](index=128&type=chunk)[129](index=129&type=chunk) - Working capital surplus decreased from **$178.0 million** on December 31, 2022, to **$65.2 million** on September 30, 2023, mainly due to reduced cash generated from operations and increased cash deposits into the CCF[130](index=130&type=chunk) Future Vessel Construction Milestone Payments (As of September 30, 2023) | Vessel Type | Paid (million USD) | Remaining 2023 (million USD) | 2024-2025 (million USD) | 2026-2027 (million USD) | Thereafter (million USD) | Total (million USD) | | :----------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Three Aloha Class Containerships | 99.9 | — | 422.0 | 464.0 | 13.1 | 999.0 | - During Q3 2023, the company repurchased approximately **300,000 shares** at a total cost of **$25.8 million**. As of September 30, 2023, approximately **3.0 million shares** remained available for repurchase under the stock repurchase program[133](index=133&type=chunk) - On October 26, 2023, the Board of Directors declared a cash dividend of **$0.32 per share**, payable on December 7, 2023, to shareholders of record as of November 9, 2023[136](index=136&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section states that there have been no significant changes in the company's market risk profile since the disclosures in its Form 10-K annual report as of December 31, 2022 - The company's market risk profile has not materially changed[137](index=137&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, assessed the effectiveness of disclosure controls and procedures as of September 30, 2023, concluding they are effective, with no material changes in internal control over financial reporting during the period - As of September 30, 2023, the company's disclosure controls and procedures were deemed effective[138](index=138&type=chunk) - No material changes occurred in internal control over financial reporting during Q3 2023[139](index=139&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company believes it complies with applicable environmental laws and regulations in all material respects, and other legal proceedings are not expected to materially impact its financial condition, operating results, or cash flows - The company believes it complies with applicable environmental laws and regulations in all material respects[142](index=142&type=chunk) - The company will disclose any environmental proceedings expected to result in monetary sanctions of **$1 million** or more, excluding interest and costs[143](index=143&type=chunk) - Management believes the outcome of other legal proceedings will not materially impact the company's financial condition, operating results, or cash flows[144](index=144&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.Risk%20Factors) This section indicates no material changes to the risk factors described in the company's Form 10-K annual report as of December 31, 2022 - No material changes occurred in the company's risk factors[145](index=145&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2023, the company repurchased 301,084 common shares at an average price of $84.79 per share under a plan extended to December 31, 2025, with an additional 3 million shares authorized in April 2023 Stock Repurchase Summary (Q3 2023) | Period | Total Shares Repurchased | Average Price Paid Per Share | | :----------------------- | :----------------------- | :----------------------- | | July 1 – 31, 2023 | 105,545 | $78.59 | | August 1 – 31, 2023 | 77,689 | $90.04 | | September 1 – 30, 2023 | 117,850 | $86.87 | | **Total** | **301,084** | **$84.79** | - As of September 30, 2023, **2,961,627 shares** remained available for repurchase under the stock repurchase program, which was extended to December 31, 2025, with an additional **3 million shares** authorized in April 2023[146](index=146&type=chunk) [Item 3. Defaults Upon Senior Securities](index=47&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This report discloses no defaults upon senior securities - No defaults upon senior securities[147](index=147&type=chunk) [Item 4. Mine Safety Disclosures](index=47&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This report discloses no mine safety information - No mine safety disclosures[148](index=148&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) During Q3 2023, no directors or Section 16 officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - During Q3 2023, no directors or Section 16 officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements[150](index=150&type=chunk) [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with Form 10-Q, including CEO and CFO certifications and XBRL data files - Exhibits include CEO and CFO certifications (31.1, 31.2, 32) and Inline XBRL files (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[154](index=154&type=chunk) [Signatures](index=51&type=section&id=Signatures) This report was signed by Joel M. Wine, Executive Vice President and Chief Financial Officer, and Kevin L. Stuck, Vice President and Controller of Matson, Inc. on October 31, 2023 - The report was signed by Joel M. Wine, Executive Vice President and Chief Financial Officer, and Kevin L. Stuck, Vice President and Controller, on October 31, 2023[157](index=157&type=chunk)

Financial Data and Key Metrics Changes - For Q3 2023, consolidated operating income decreased by $203.2 million year-over-year to $132.1 million, primarily due to lower contributions from Ocean Transportation and Logistics [52] - Total debt at the end of Q3 was $450.3 million, a reduction of $12.1 million from the end of Q2 [15] - Cash flow from operations for the trailing 12 months was approximately $568.5 million, with $253.2 million returned to shareholders via dividends and share repurchase [14][30] Business Line Data and Key Metrics Changes - In Logistics, operating income decreased year-over-year primarily due to lower contributions from transportation brokerage, with Q3 operating income at $13.9 million, down $6.2 million from the previous year [51] - Ocean Transportation experienced lower freight rates in China and a lower contribution from SSAT, leading to a decline in operating income [52] - Container volume in Hawaii decreased by 1.9% year-over-year, while Alaska's container volume decreased by 9.1% year-over-year due to lower seafood export volumes [10][27] Market Data and Key Metrics Changes - Matson's China service volume decreased by 1.3% year-over-year, primarily due to the absence of CCX service, although CLX+ volume increased due to higher vessel utilization [8] - In Guam, container volume decreased by 1.9% year-over-year, but was 12.8% higher than Q3 2019 levels [10] - The Transpacific marketplace is seeing a reduction in deployed capacity due to lower consumer demand for retail goods [9] Company Strategy and Development Direction - The company continues to differentiate its China service with high reliability and a significant value proposition for airfreight customers, emphasizing reduced CO2 emissions [9] - Matson expects trade dynamics in 2024 to be comparable to 2023, with stable consumer-related spending activity anticipated [26] - The company is committed to returning excess capital to shareholders in the absence of large growth investment opportunities [30] Management's Comments on Operating Environment and Future Outlook - Management noted that demand levels are beginning to normalize post-pandemic, with expectations to return to an annual financial outlook in February [17] - The company anticipates continued solid freight demand in its China service, with freight rates expected to remain above pre-pandemic levels [32] - Management expressed confidence that the inventory overhang has largely been absorbed, suggesting a more stable environment moving into 2024 [61] Other Important Information - The company repurchased approximately 0.3 million shares for a total cost of $25.8 million during the quarter, with a total of 9 million shares repurchased since the program's initiation [53] - The cash balance in the CCF at the end of the quarter was $591.6 million, with nearly two-thirds of the remaining milestone payments funded by restricted cash [54] Q&A Session Summary Question: What are the expectations for the fourth quarter operating income? - Management expects fourth quarter consolidated operating income to be higher than the first quarter of 2023, indicating a return to normal seasonality trends [58] Question: How is the inventory destocking phase progressing? - Management indicated that most retailers have worked through their inventory overhang, suggesting a return to equilibrium and a stable outlook for 2024 [60][61] Question: What is the outlook for the SSAT joint venture? - Management believes normalization for the SSAT joint venture will occur in 2024, with factors such as inventory overhang and contract renewals influencing performance [63] Question: How is the LNG conversion process progressing? - The company is actively converting vessels to LNG, with the first vessel already operational and additional conversions planned for the future [73] Question: What impact will the Maui wildfires have on freight volumes? - In the short term, there are headwinds due to reduced tourism, but long-term rebuilding efforts are expected to translate into increased freight volumes [74]

Table of Contents FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34187 Matson, Inc. (Exact name of registrant as specified in its charter) Hawaii 99-0032630 96819 (Zip Code) (808) 848-121 ...

Financial Data and Key Metrics Changes - For the second quarter of 2023, consolidated operating income decreased by $396.4 million year-over-year to $96.7 million, primarily due to lower contributions from Ocean Transportation and Logistics [24][39] - Operating income from Ocean Transportation decreased by $387.6 million, while Logistics saw a decrease of $8.8 million [24] - The effective tax rate for the quarter was 22.5%, slightly up from 22.4% in the previous year [45] Business Line Data and Key Metrics Changes - Hawaii container volume decreased by 7.1% year-over-year, attributed to lower retail-related volume as customers managed inventories amid weaker consumer demand [3] - Matson's China service volume was down 24.6% year-over-year, mainly due to the absence of the CCX service and lower capacity in the CLX [64] - Logistics operating income was $14.3 million, down $8.8 million from the previous year, primarily due to lower contributions from transportation brokerage and supply chain management [68] Market Data and Key Metrics Changes - Total visitor arrivals in Hawaii increased modestly year-over-year, with international arrivals offsetting a decline in domestic arrivals [3] - In Guam, container volume decreased by 7.5% year-over-year, primarily due to lower general demand, although it was 2.1% higher than the second quarter of 2019 [43] - Alaska's container volume decreased by 7.2% year-over-year, attributed to lower export seafood volume and one less sailing [86] Company Strategy and Development Direction - The company expects continued improvement in the Hawaii economy, supported by growth in visitor arrivals and low unemployment [23] - E-commerce is anticipated to be a significant driver of demand for the China service, with expectations for continued growth outpacing total U.S. retail sales [6] - The company plans to maintain a focus on returning excess capital to shareholders through share repurchase programs in the absence of large growth investment opportunities [9] Management's Comments on Operating Environment and Future Outlook - Management expects trade dynamics to gradually improve for the remainder of the year, with a transition to more normalized consumer demand levels [4] - The company anticipates that its China services will be in solid demand during the traditional peak season, with vessels near full capacity [104] - Management noted that while there are no significant catalysts for growth, steady demand is expected, particularly in Hawaii, due to active inventory management among large customers [89] Other Important Information - The company repurchased approximately $0.6 million shares for a total cost of $42.4 million in the second quarter [9] - The cash balance in the CCF at the end of the quarter was $583.9 million, with a total debt of $462.4 million, a reduction of $14.3 million from the previous quarter [70] Q&A Session Summary Question: What is the current pricing situation for CLX and CLX+ services? - Management indicated that pricing has stabilized, and they feel confident about the current pricing environment, suggesting a new normal has been reached [12] Question: Are there opportunities to gain market share from competitors exiting the expedited services? - Management expressed confidence in retaining their leading position in the market, citing their unique service offerings and operational advantages [13] Question: How does the logistics business perform in relation to seasonal trends? - Management noted that logistics income is expected to track with seasonal demand, particularly during peak periods related to China services [20] Question: What is the outlook for demand in Hawaii? - Management described the demand in Hawaii as steady, with no significant weakness or dramatic increases expected, primarily due to inventory management practices [89] Question: How is the company addressing labor uncertainties on the West Coast? - Management stated that they have not seen significant benefits from labor uncertainties, as the core demand remains stable and focused on e-commerce and e-goods [81]

Second Quarter 2023 Earnings Conference Call Forward-Looking Statements 2 Second Quarter 2023 Earnings Conference Call – Our China service saw higher sequential quarterly freight demand but generated lower year-over-year volume and freight rates, which were the primary contributors to the decline in our consolidated operating income 3 Second Quarter 2023 Earnings Conference Call Hawaii Service – Current Business Trends Visitor Arrivals by Air (1) Commentary Arrivals ('000 | --- | --- | --- | --- | --- | --- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34187 Matson, Inc. (Exact name of registrant as specified in its charter) Hawaii 99-0032630 (State or other jurisdiction ...

(1) EBITDA is defined as earnings before interest, income taxes, depreciation and amortization (including deferred dry- docking amortization). EBITDA should not be considered as an alternative to net income (as determined in accordance with GAAP), as an indicator of our operating performance, or to cash flows from operating activities (as determined in accordance with GAAP) as a measure of liquidity. Our calculation of EBITDA may not be comparable to EBITDA as calculated by other companies, nor is this calc ...

Matson, Inc. (NYSE:MATX) Q1 2023 Earnings Conference Call May 4, 2023 4:30 PM ET Company Participants Lee Fishman – Investor Relations Matt Cox – Chairman and Chief Executive Officer Joel Wine – Executive Vice President and Chief Financial Officer Conference Call Participants Jack Atkins – Stephens Jake Lacks – Wolfe Research Ben Nolan – Stifel Operator Good day and thank you for standing by. Welcome to the Matson First Quarter 2023 Financial Results Conference Call. At this time, all participants are in a ...

PART I [Business](index=4&type=section&id=Item%201.%20Business) Matson, Inc, is a leading provider of ocean transportation and logistics services through two primary segments - Matson, Inc, is a holding company with two primary business segments: **Ocean Transportation and Logistics**[18](index=18&type=chunk) - The Ocean Transportation segment (MatNav) provides ocean freight services to Hawaii, Alaska, Guam, Micronesia, and operates an **expedited service from China to Long Beach, California**[19](index=19&type=chunk) - The Logistics segment (Matson Logistics) is an asset-light business offering transportation brokerage, freight forwarding, warehousing, and supply chain management services[21](index=21&type=chunk) - Matson holds a **35% ownership interest in SSA Terminals, LLC (SSAT)**, a key terminal and stevedoring services provider[20](index=20&type=chunk) [Company Overview](index=4&type=section&id=A.%20Company%20Overview) Matson, Inc, is a holding company providing ocean transportation and logistics services to U,S, and Pacific economies [Business Description](index=6&type=section&id=B.%20Business%20Description) The company details its Ocean Transportation and Logistics segments, including routes, fleet, and competitive landscape [Employees and Labor Relations](index=23&type=section&id=C.%20Employees%20and%20Labor%20Relations) The company details its workforce composition, human capital strategies, and significant union relationships - In 2022, Matson had **4,288 employees worldwide**, with 2,994 covered by collective bargaining agreements[94](index=94&type=chunk) - **70% of Matson's global workforce is unionized**, with the key PMA/ILWU agreement for U,S, West Coast longshore labor currently under negotiation after expiring on July 1, 2022[103](index=103&type=chunk)[104](index=104&type=chunk) - The company is focused on Diversity, Equity, and Inclusion (DE&I), with approximately **two-thirds of management promotions in 2022 being women and/or minority individuals**[96](index=96&type=chunk) - Matson contributes to several multi-employer pension and post-retirement plans and has no current intention of withdrawing from them[105](index=105&type=chunk) [Available Information](index=26&type=section&id=D.%20Available%20Information) The company's SEC filings are publicly available on its corporate website and the SEC's website - The company's SEC filings are available free of charge on its website, www,matson,com, and on the SEC's website, www,sec,gov[106](index=106&type=chunk)[107](index=107&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) The company faces material risks from Jones Act changes, macroeconomic conditions, labor disruptions, and climate change - **Repeal, substantial amendment, or waiver of the Jones Act** would adversely affect the company's business, as it protects its domestic Hawaii and Alaska services from foreign competition[110](index=110&type=chunk) - The business is susceptible to **macroeconomic downturns, inflation, and geopolitical tensions** that can reduce demand for transportation services[112](index=112&type=chunk)[113](index=113&type=chunk) - **Work stoppages or labor disruptions pose a significant risk**, especially as the collective bargaining agreement with the ILWU on the U,S, West Coast expired on July 1, 2022, and is under negotiation[148](index=148&type=chunk)[150](index=150&type=chunk) - The company faces **physical and transitional risks from climate change**, including severe weather events and the costs of complying with new environmental regulations like the IMO's EEXI and CII requirements[134](index=134&type=chunk)[138](index=138&type=chunk) - **Cybersecurity risks are a major concern**, as the shipping industry is a frequent target, and a breach could impair operations and lead to financial and reputational damage[156](index=156&type=chunk) [Unresolved Staff Comments](index=48&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved comments from the Securities and Exchange Commission staff - There are **no unresolved staff comments**[172](index=172&type=chunk)[173](index=173&type=chunk) [Properties](index=50&type=section&id=Item%202.%20Properties) Matson leases material terminal, warehouse, and cross-dock facilities in key locations across the U,S, and Guam Leased Terminal Facilities | Terminal Location | Acreage | | :--- | :--- | | Honolulu, Hawaii | 105 | | Anchorage, Alaska | 38 | | Dutch Harbor, Alaska | 18 | | Kodiak, Alaska | 6 | | Tacoma, Washington | 15 | | Polaris Point, Guam | 30 | - Other material facilities include warehouses in Georgia and California, and office/cross-dock facilities in Alaska and Washington[175](index=175&type=chunk) [Legal Proceedings](index=50&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in a non-material legal matter with CARB regarding at-berth emissions regulations - On November 10, 2021, CARB issued a Notice of Violation to Matson for alleged violations of **at-berth emissions regulations** at the Port of Long Beach in 2020[178](index=178&type=chunk) - The alleged violations were incurred by chartered CLX+ service vessels **not equipped with alternative maritime power (AMP) capability**[178](index=178&type=chunk) - Potential penalties for 2020, 2021, and 2022 violations could exceed $1 million in aggregate but are **not expected to be material** to the company's financial condition or results[178](index=178&type=chunk) [Mine Safety Disclosures](index=50&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business operations - Not Applicable[180](index=180&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=52&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on the NYSE, and it maintains an active dividend and share repurchase program - Matson's common stock is traded on the NYSE under the ticker symbol **"MATX"**[183](index=183&type=chunk) Dividends Declared per Share | Dividends Declared per Share | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | First Quarter | $0,30 | $0,23 | $0,22 | | Second Quarter | $0,30 | $0,23 | $0,22 | | Third Quarter | $0,31 | $0,30 | $0,23 | | Fourth Quarter | $0,31 | $0,30 | $0,23 | | **Total** | **$1,22** | **$1,06** | **$0,90** | - During Q4 2022, the company repurchased **1,526,361 shares for a total of approximately $101,8 million**[188](index=188&type=chunk) - As of December 31, 2022, **1,533,371 shares remained authorized for repurchase** under the company's share repurchase program[188](index=188&type=chunk) [Removed and Reserved](index=54&type=section&id=Item%206.%20Removed%20and%20Reserved) This item has been removed and is reserved for future use [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=55&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses 2022 financial performance, segment results, liquidity, and critical accounting estimates [Historical Financial Information](index=56&type=section&id=HISTORICAL%20FINANCIAL%20INFORMATION) The company presents selected financial data for the five years ended December 31, 2022, showing significant growth Five-Year Selected Financial Data | (In millions, except per share amounts) | 2022 | 2021 | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Operating Revenue** | $4,343,0 | $3,925,3 | $2,383,3 | $2,203,1 | $2,222,8 | | **Total Operating Income** | 1,353,6 | 1,187,5 | 280,3 | 129,1 | 163,8 | | **Net Income** | $1,063,9 | $927,4 | $193,1 | $82,7 | $109,0 | | **Diluted EPS** | $27,07 | $21,47 | $4,44 | $1,91 | $2,53 | | **Total Debt (end of year)** | $517,5 | $629,0 | $760,1 | $958,4 | $856,4 | | **Total Shareholders' equity (end of year)** | $2,296,9 | $1,667,4 | $961,2 | $805,7 | $755,3 | [Fourth Quarter 2022 Discussion and Update on Business Conditions](index=58&type=section&id=FOURTH%20QUARTER%202022%20DISCUSSION%20AND%20UPDATE%20ON%20BUSINESS%20CONDITIONS) Q4 2022 saw volume declines across key services due to lower demand and a challenging Transpacific market - Hawaii service container volume **decreased 13,0% YoY** in Q4 2022 due to lower retail-related demand and one less week[196](index=196&type=chunk) - China service container volume **fell 47,2% YoY** in Q4 2022, attributed to lower demand for CLX/CLX+ services, the discontinuation of the CCX service, and one less week[197](index=197&type=chunk) - The contribution from the SSAT joint venture was $1,0 million in Q4 2022, a **decrease of $20,3 million** from Q4 2021[200](index=200&type=chunk) - Logistics operating income for Q4 2022 was $12,8 million, a **$2,0 million decrease** from Q4 2021[201](index=201&type=chunk) [Consolidated Results of Operations](index=59&type=section&id=CONSOLIDATED%20RESULTS%20OF%20OPERATIONS) For 2022, consolidated revenue and net income grew by 10,6% and 14,7% respectively, driven by both segments Consolidated Results (2022 vs 2021) | (Dollars in millions, except per share) | 2022 | 2021 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Operating revenue** | $4,343,0 | $3,925,3 | $417,7 | 10,6% | | **Operating income** | $1,353,6 | $1,187,5 | $166,1 | 14,0% | | **Net income** | $1,063,9 | $927,4 | $136,5 | 14,7% | | **Diluted earnings per share** | $27,07 | $21,47 | $5,60 | 26,1% | [Analysis of Operating Revenue and Income by Segment](index=61&type=section&id=ANALYSIS%20OF%20OPERATING%20REVENUE%20AND%20INCOME%20BY%20SEGMENT) Ocean Transportation income grew on higher rates, while Logistics income rose on improved brokerage performance Ocean Transportation Performance (2022 vs 2021) | Metric | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $3,544,6M | $3,132,8M | 13,1% | | Operating Income | $1,281,2M | $1,137,7M | 12,6% | Logistics Performance (2022 vs 2021) | Metric | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $798,4M | $792,5M | 0,7% | | Operating Income | $72,4M | $49,8M | 45,4% | - The SSAT terminal joint venture contributed **$83,1 million in 2022**, up from $56,3 million in 2021, an increase of 47,6%[216](index=216&type=chunk) [Liquidity and Capital Resources](index=63&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The company maintains a strong liquidity position with significant cash from operations and plans for capital expenditures - Net cash provided by operating activities was **$1,271,9 million in 2022**, an increase from $984,1 million in 2021[223](index=223&type=chunk) - Total debt **decreased by $111,5 million to $517,5 million** at year-end 2022[228](index=228&type=chunk) - The company repurchased approximately **5,0 million shares for $397,0 million** during 2022[235](index=235&type=chunk) Expected Capital Expenditures | (in millions) | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | | New vessel construction & related costs | $55 | $75 | $360 | | LNG installations & reengining | $60 - $65 | $50 - $55 | - | | Maintenance and other | $80 - $90 | $80 - $90 | $80 - $90 | | **Total Estimated Capital Expenditures** | **$195 - $210** | **$205 - $220** | **$440 - $450** | [Commitments, Contingencies and Off-Balance Sheet Arrangements](index=69&type=section&id=COMMITMENTS%2C%20CONTINGENCIES%20AND%20OFF-BALANCE%20SHEET%20ARRANGEMENTS) The company has significant commitments for new vessel construction but no material off-balance sheet arrangements Commitments and Contractual Obligations | (in millions) | Total | | :--- | :--- | | Standby letters of credit | $7,9 | | Bonds | $33,3 | | Vessel construction obligations | $949,0 | | Vendor and other obligations | $99,3 | - The company is not party to any material off-balance sheet arrangements[237](index=237&type=chunk) [Critical Accounting Estimates](index=69&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES) Management identifies key accounting estimates requiring significant judgment for assets, liabilities, and taxes - The company evaluates long-lived assets, intangible assets, and goodwill for impairment annually or when triggering events occur, with **no impairments recorded in 2020, 2021, or 2022**[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk) - Estimating reserves for insurance-related liabilities requires judgment based on historical claims and trends; these liabilities were **$45,4 million at the end of 2022**[244](index=244&type=chunk)[245](index=245&type=chunk)[246](index=246&type=chunk) - Pension and post-retirement plan expenses and liabilities are estimated using various assumptions, including discount rates, expected return on plan assets, and health care cost trends[248](index=248&type=chunk) - Income tax expense calculations involve estimates for deferred tax assets and liabilities and judgments on the ability to realize these assets[250](index=250&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=73&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is from interest rate fluctuations, managed with a mix of debt types - The primary market risk is from **changes in interest rates** on the company's debt and investments, which is managed through a mix of fixed and variable-rate debt[252](index=252&type=chunk) - The transition from **LIBOR to the Secured Overnight Financing Rate (SOFR)** for its revolving credit facility is not expected to have a material impact[254](index=254&type=chunk) - **Foreign currency risk is considered immaterial** as transactions are primarily denominated in U,S, dollars[258](index=258&type=chunk) [Financial Statements and Supplementary Data](index=76&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements and the independent auditor's report - Includes the Consolidated Statements of Income and Comprehensive Income, Balance Sheets, Cash Flows, and Shareholders' Equity for the three years ended December 31, 2022[260](index=260&type=chunk) - Management's report confirms the **effectiveness of the company's internal control over financial reporting** as of December 31, 2022[261](index=261&type=chunk)[263](index=263&type=chunk) - The independent auditor, Deloitte & Touche LLP, issued an **unqualified opinion** on both the financial statements and the effectiveness of internal control over financial reporting[265](index=265&type=chunk)[266](index=266&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=135&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting or financial disclosure matters - None reported[452](index=452&type=chunk) [Controls and Procedures](index=135&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2022 - The company's disclosure controls and procedures were deemed **effective** as of the end of the period covered by the report[453](index=453&type=chunk) - **No material changes** were made to the internal control over financial reporting during the fourth quarter of 2022[455](index=455&type=chunk) [Other Information](index=135&type=section&id=Item%209B.%20Other%20Information) The company reports no other information under this item - None reported[456](index=456&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=135&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - None reported[457](index=457&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=136&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Required information is incorporated by reference from the company's 2023 Proxy Statement - Information required for this item is **incorporated by reference** from the company's 2023 Proxy Statement[460](index=460&type=chunk)[461](index=461&type=chunk)[462](index=462&type=chunk)[463](index=463&type=chunk) [Executive Compensation](index=136&type=section&id=Item%2011.%20Executive%20Compensation) Required information on executive compensation is incorporated by reference from the 2023 Proxy Statement - Information required for this item is **incorporated by reference** from the company's 2023 Proxy Statement[464](index=464&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=136&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section provides details on equity compensation plans, with other ownership data incorporated by reference Equity Compensation Plan Information | Plan Category | Shares to be issued upon exercise (a) | Shares remaining available for future issuance (c) | | :--- | :--- | :--- | | Equity compensation plans approved by shareholders | 545,953 | 2,117,506 | | **Total** | **545,953** | **2,117,506** | - Other information on security ownership is **incorporated by reference** from the company's 2023 Proxy Statement[466](index=466&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=138&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Required information is incorporated by reference from the company's 2023 Proxy Statement - Information required for this item is **incorporated by reference** from the company's 2023 Proxy Statement[468](index=468&type=chunk) [Principal Accountant Fees and Services](index=138&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Required information on accountant fees is incorporated by reference from the 2023 Proxy Statement - Information required for this item is **incorporated by reference** from the company's 2023 Proxy Statement[469](index=469&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=139&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed with the report or incorporated by reference - The Consolidated Financial Statements are located in **Item 8 of Part II**[472](index=472&type=chunk) - All financial statement schedules are **omitted** because they are not required or the information is already included in the financial statements or notes[473](index=473&type=chunk) - A detailed list of exhibits required by Item 601 of Regulation S-K is provided, including material contracts and corporate governance documents[474](index=474&type=chunk) [Form 10-K Summary](index=147&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has elected not to provide a summary under this item - None provided[486](index=486&type=chunk)