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See page 42 for the attestation report of the independent registered public accounting firm on the Company’s internal control over financial reporting, which is incorporated herein by reference.
−Removed: Except as described below, there have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s fiscal fourth quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
−Removed: The Company completed the implementation of the financial modules of a new enterprise resource planning (“ERP”) system during the fiscal year ended December 31, 2021.
−Removed: The new ERP system is intended to enhance operating efficiencies and provide more effective management of its business operations.
−Removed: As a result of this implementation, certain internal controls over financial reporting have been automated, modified or implemented.
+Added: There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s fiscal fourth quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
OTHER INFORMATION
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and Sunrise Operations LLC (incorporated by reference to Exhibit 2.2 of Matson’s Form 10-Q for the quarter ended June 30, 2015).
−Removed: Membership Interest Purchase Agreement, dated as of July 18, 2016, by and between Matson Logistics, Inc.
−Removed: and Span Holdings, LLC (incorporated by reference to Exhibit 2.1 of Matson’s Form 8-K dated July 19, 2016).
Articles of incorporation and bylaws.
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Material contracts.
−Removed: Second Amended and Restated Credit Agreement among Matson, Inc., Bank of America, N.A., as the Agent, and the lenders thereto, dated as of March 31, 2021 (incorporated by reference to Exhibit 10.1 of Matson’s Form 8-K dated April 5, 2021).
+Added: First Amendment to Credit Agreement among Matson, Inc., Bank of America, N.A., as the Agent, and the lenders thereto, dated as of February 9, 2023.
Amendment to Third Amended and Restated Note Purchase Agreement among Matson, Inc.
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and the United States of America, with respect to $55 million of Title XI ship financing bonds, dated July 29, 2004 (incorporated by reference to Exhibit 10.a.(xxx) of Alexander & Baldwin, Inc.’s Form 10-Q for the quarter ended September 30, 2007).
−Removed: 2007 Incentive Compensation Plan, amended and restated, effective January 29, 2015 (incorporated by reference to Exhibit 10.13 of Matson’s Form 10-K for the year ended December 31, 2014).
−Removed: Form of Amended and Restated Restricted Stock Unit Award Agreement for Non-Employee Directors (Deferral Election) (incorporated by reference to Exhibit 10.21 of Matson’s Form 10-K for the year ended December 31, 2013).
−Removed: Form of Anti-Dilution Adjustment Amendment to Restricted Stock Unit Award Agreements (incorporated by reference to Exhibit 99.10 of Matson’s Form S-8 dated October 26, 2012).
Deferred Compensation Plan for Outside Directors (incorporated by reference to Exhibit 10.34 of Matson’s Form 10-K for the year ended December 31, 2012).
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Deferred Compensation Plan (incorporated by reference to Exhibit 10.30 of Matson’s Form 10-K for the year ended December 31, 2020).
−Removed: Shipbuilding Contract, by and between Aker Philadelphia Shipyard, Inc.
−Removed: and Matson Navigation Company, Inc., dated as of November 6, 2013 (certain portions of this exhibit have been omitted pursuant
−Removed: to a confidential treatment request submitted to the Commission) (incorporated by reference to Exhibit 10.57 of Matson’s Form 10-K for the year ended December 31, 2013).
−Removed: Guaranty Agreement by Aker Philadelphia Shipyard ASA, in favor of Matson Navigation Company, Inc., dated as of November 6, 2013 (incorporated by reference to Exhibit 10.58 of Matson’s Form 10-K for the year ended December 31, 2013).
Contract for Construction of Two Vessels, dated as of August 25, 2016, by and between Matson Navigation Company, Inc.
3 unchanged sentences
Form of Capital Construction Fund Agreement with Matson Navigation Company, as amended by Addendums No.
+Added: 33 thereto (incorporated by reference to Exhibit 10.35 of Matson’s Form 10-K for the year ended December 31, 2021).
Form of Voting Agreement, dated as of November 11, 2014, among Matson Navigation Company, Inc.
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Cash Incentive Plan, effective January 1, 2016 (incorporated by reference to Exhibit 10.63 of Matson’s Form 10-K for the year ended December 31, 2016).
−Removed: Form of 2016 Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (No Deferral) (incorporated by reference to Exhibit 10.64 of Matson’s Form 10-K for the year ended December 31, 2016).
Form of 2016 Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (Deferral Election) (incorporated by reference to Exhibit 10.65 of Matson’s Form 10-K for the year ended December 31, 2016).
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Amendment to Note Purchase Agreement dated December 21, 2016, dated as of March 31, 2021 (incorporated by reference to Exhibit 10.3 of Matson’s Form 8-K dated April 5, 2021).
+Added: Shipbuilding Contract Vessel Type Aloha Class L – Hull No.
+Added: 040, by and between Philly Shipyard, Inc.
+Added: and Matson Navigation Company, Inc., dated as of November 1, 2022.
+Added: Shipbuilding Contract Vessel Type Aloha Class L – Hull No.
+Added: 041, by and between Philly Shipyard, Inc.
+Added: and Matson Navigation Company, Inc., dated as of November 1, 2022.
+Added: Shipbuilding Contract Vessel Type Aloha Class L – Hull No.
+Added: 042, by and between Philly Shipyard, Inc.
+Added: and Matson Navigation Company, Inc., dated as of November 1, 2022.
Subsidiaries as of December 31, 2022.
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*** Furnished herewith.
+Added: † Certain identified information has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.
FORM 10-K SUMMARY
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.