Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2019 shares
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2019
Entity File Number	001-34187
Entity Registrant Name	Matson, Inc.
Entity Incorporation, State or Country Code	HI
Entity Tax Identification Number	99-0032630
Entity Address, Address Line One	1411 Sand Island Parkway
Entity Address, City or Town	Honolulu
Entity Address, State or Province	HI
Entity Address, Postal Zip Code	96819
City Area Code	808
Local Phone Number	848-1211
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	MATX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	42,855,015
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Entity Central Index Key	0000003453
Amendment Flag	false

Condensed Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Operating Revenue:
Total Operating Revenue	$ 557.9	$ 557.1	$ 1,090.3	$ 1,068.5
Costs and Expenses:
Operating costs	(472.8)	(465.9)	(939.9)	(905.2)
Equity in income of Terminal Joint Venture	0.9	9.1	9.4	19.6
Selling, general and administrative	(55.0)	(54.3)	(111.3)	(108.2)
Total Costs and Expenses	(526.9)	(511.1)	(1,041.8)	(993.8)
Operating Income	31.0	46.0	48.5	74.7
Interest expense	(6.1)	(5.0)	(10.7)	(10.0)
Other income (expense), net	0.8	0.4	1.4	1.2
Income before Income Taxes	25.7	41.4	39.2	65.9
Income taxes	(7.3)	(8.8)	(8.3)	(19.1)
Net Income	18.4	32.6	30.9	46.8
Other Comprehensive Income (Loss), Net of Income Taxes:
Net Income	18.4	32.6	30.9	46.8
Other Comprehensive Income (Loss):
Amortization of prior service cost	(1.2)	(1.1)	(2.3)	(2.4)
Amortization of net loss (gain)	0.9	0.5	1.8	1.8
Other adjustments	(0.2)	(0.3)	(0.2)	(0.1)
Total Other Comprehensive Income (Loss)	(0.5)	(0.9)	(0.7)	(0.7)
Comprehensive Income	$ 17.9	$ 31.7	$ 30.2	$ 46.1
Basic Earnings Per-Share: (in dollars per share)	$ 0.43	$ 0.76	$ 0.72	$ 1.10
Diluted Earnings Per-Share: (in dollars per share)	$ 0.43	$ 0.76	$ 0.72	$ 1.09
Weighted Average Number of Shares Outstanding:
Basic (in shares)	42.8	42.7	42.8	42.6
Diluted (in shares)	43.2	43.0	43.2	42.9
Ocean Transportation
Operating Revenue:
Total Operating Revenue	$ 415.4	$ 406.6	$ 813.3	$ 785.9
Logistics
Operating Revenue:
Total Operating Revenue	$ 142.5	$ 150.5	$ 277.0	$ 282.6

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Current Assets:
Cash and cash equivalents	$ 24.0	$ 19.6
Accounts receivable, net	213.0	223.7
Prepaid expenses and other assets	52.6	75.1
Total current assets	289.6	318.4
Long-term Assets:
Investment in Terminal Joint Venture	86.7	87.0
Property and equipment, net	1,398.7	1,366.6
Operating lease right of use assets	238.5
Goodwill	327.8	327.8
Intangible assets, net	208.4	214.0
Deferred dry-docking costs, net	57.9	67.1
Other long-term assets	49.9	49.5
Total long-term assets	2,367.9	2,112.0
Total Assets	2,657.5	2,430.4
Current Liabilities:
Current portion of debt	53.6	42.1
Accounts payable	221.1	246.8
Operating lease liabilities	57.4
Accruals and other liabilities	93.3	81.9
Total current liabilities	425.4	370.8
Long-term Liabilities:
Long-term debt	791.0	814.3
Long-term operating lease liabilities	189.0
Deferred income taxes	323.9	312.7
Other long-term liabilities	163.0	177.3
Total long-term liabilities	1,466.9	1,304.3
Commitments and Contingencies (Note 2)
Shareholders' Equity:
Common stock	32.1	32.0
Additional paid in capital	300.7	297.8
Accumulated other comprehensive loss, net	(35.2)	(34.5)
Retained earnings	467.6	460.0
Total shareholders' equity	765.2	755.3
Total liabilities and shareholders' equity	$ 2,657.5	$ 2,430.4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash Flows From Operating Activities:
Net income	$ 30.9	$ 46.8
Reconciling adjustments:
Depreciation and amortization	47.5	47.6
Non-cash operating lease expense	33.5
Deferred income taxes	9.9	14.6
Share-based compensation expense	6.2	5.5
Equity in income of Terminal Joint Venture	(9.4)	(19.6)
Distribution from Terminal Joint Venture	9.5	17.5
Other	(1.6)	(0.6)
Changes in assets and liabilities:
Accounts receivable, net	10.8	(27.1)
Deferred dry-docking payments	(6.9)	(5.1)
Deferred dry-docking amortization	17.2	18.3
Prepaid expenses and other assets	25.5	3.0
Accounts payable, accruals and other liabilities	(29.6)	18.4
Operating lease liabilities	(33.3)
Other long-term liabilities	(2.0)	(0.2)
Net cash provided by operating activities	108.2	119.1
Cash Flows From Investing Activities:
Capitalized vessel construction expenditures	(30.6)	(166.8)
Other capital expenditures	(38.4)	(25.5)
Proceeds from disposal of property and equipment	2.2	11.0
Cash deposits into Capital Construction Fund	(26.4)	(198.3)
Withdrawals from Capital Construction Fund	26.4	199.2
Net cash used in investing activities	(66.8)	(180.4)
Cash Flows From Financing Activities:
Repayments of debt and capital leases	(11.8)	(14.6)
Proceeds from revolving credit facility	212.8	268.9
Repayments of revolving credit facility	(212.8)	(178.9)
Proceeds from issuance of capital stock		0.5
Dividends paid	(18.2)	(17.3)
Tax withholding related to net share settlements of restricted stock units	(3.2)	(4.3)
Net cash (used in) provided by financing activities	(33.2)	54.3
Net Decrease in Cash, Cash Equivalents and Restricted Cash	8.2	(7.0)
Cash, Cash Equivalents and Restricted Cash, Beginning of the Period	24.5	19.8
Cash, Cash Equivalents and Restricted Cash, End of the Period	32.7	12.8
Reconciliation of Cash, Cash Equivalents, and Restricted Cash, at End of the Year:
Cash and Cash Equivalents	24.0	12.8
Restricted Cash	8.7
Cash, Cash Equivalents and Restricted Cash, End of the Period	32.7	12.8
Supplemental Cash Flow Information:
Interest paid, net of capitalized interest	7.8	8.9
Income tax paid, net of income tax refunds	(26.2)	4.2
Non-cash Information:
Capital expenditures included in accounts payable, accruals and other liabilities	3.7	0.8
Accrued dividends	$ 9.4	$ 9.0

Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Millions, $ in Millions	Common Stock	Additional Paid In Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Total
Balance at the beginning of the period at Dec. 31, 2017	$ 31.9	$ 289.7	$ (24.9)	$ 380.5	$ 677.2
Balance (in shares) at Dec. 31, 2017	42.5
Increase (Decrease) in Stockholders' Equity
Cumulative-effect adjustment recorded to retained earnings			(6.0)	6.0
Net income				14.2	14.2
Other comprehensive income (loss), net of tax			0.2		0.2
Share-based compensation		2.7			2.7
Shares issued, net of shares withheld for employee taxes	$ 0.1	(4.3)			(4.2)
Shares issued, net of shares withheld for employee taxes (in shares)	0.2
Dividends				(8.7)	(8.7)
Balance at the end of the period at Mar. 31, 2018	$ 32.0	288.1	(30.7)	392.0	681.4
Balance (in shares) at Mar. 31, 2018	42.7
Balance at the beginning of the period at Dec. 31, 2017	$ 31.9	289.7	(24.9)	380.5	677.2
Balance (in shares) at Dec. 31, 2017	42.5
Increase (Decrease) in Stockholders' Equity
Net income					46.8
Other comprehensive income (loss), net of tax					(0.7)
Balance at the end of the period at Jun. 30, 2018	$ 32.0	291.2	(31.6)	406.9	698.5
Balance (in shares) at Jun. 30, 2018	42.7
Balance at the beginning of the period at Mar. 31, 2018	$ 32.0	288.1	(30.7)	392.0	681.4
Balance (in shares) at Mar. 31, 2018	42.7
Increase (Decrease) in Stockholders' Equity
Net income				32.6	32.6
Other comprehensive income (loss), net of tax			(0.9)		(0.9)
Share-based compensation		2.8			2.8
Shares issued, net of shares withheld for employee taxes		0.3			0.3
Dividends				(17.7)	(17.7)
Balance at the end of the period at Jun. 30, 2018	$ 32.0	291.2	(31.6)	406.9	698.5
Balance (in shares) at Jun. 30, 2018	42.7
Balance at the beginning of the period at Dec. 31, 2018	$ 32.0	297.8	(34.5)	460.0	755.3
Balance (in shares) at Dec. 31, 2018	42.7
Increase (Decrease) in Stockholders' Equity
Cumulative-effect adjustment recorded to retained earnings				4.4	4.4
Net income				12.5	12.5
Other comprehensive income (loss), net of tax			(0.2)		(0.2)
Share-based compensation		3.2			3.2
Shares issued, net of shares withheld for employee taxes	$ 0.1	(3.2)			(3.1)
Shares issued, net of shares withheld for employee taxes (in shares)	0.1
Dividends				(9.1)	(9.1)
Balance at the end of the period at Mar. 31, 2019	$ 32.1	297.8	(34.7)	467.8	763.0
Balance (in shares) at Mar. 31, 2019	42.8
Balance at the beginning of the period at Dec. 31, 2018	$ 32.0	297.8	(34.5)	460.0	755.3
Balance (in shares) at Dec. 31, 2018	42.7
Increase (Decrease) in Stockholders' Equity
Net income					30.9
Other comprehensive income (loss), net of tax					(0.7)
Balance at the end of the period at Jun. 30, 2019	$ 32.1	300.7	(35.2)	467.6	765.2
Balance (in shares) at Jun. 30, 2019	42.9
Balance at the beginning of the period at Mar. 31, 2019	$ 32.1	297.8	(34.7)	467.8	763.0
Balance (in shares) at Mar. 31, 2019	42.8
Increase (Decrease) in Stockholders' Equity
Net income				18.4	18.4
Other comprehensive income (loss), net of tax			(0.5)		(0.5)
Share-based compensation		3.0			3.0
Shares issued, net of shares withheld for employee taxes		(0.1)			(0.1)
Shares issued, net of shares withheld for employee taxes (in shares)	0.1
Dividends				(18.6)	(18.6)
Balance at the end of the period at Jun. 30, 2019	$ 32.1	$ 300.7	$ (35.2)	$ 467.6	$ 765.2
Balance (in shares) at Jun. 30, 2019	42.9

DESCRIPTION OF THE BUSINESS

6 Months Ended

Jun. 30, 2019

DESCRIPTION OF THE BUSINESS

DESCRIPTION OF THE BUSINESS

1. DESCRIPTION OF THE BUSINESS

Matson, Inc., a holding company incorporated in January 2012 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:

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 a premium, expedited service from China to Long Beach, California, and also provides services to Okinawa, Japan and various islands in the South Pacific. In addition, subsidiaries of MatNav provide container stevedoring, refrigerated cargo services, inland transportation and other terminal services for MatNav and other ocean carriers on the Hawaiian Islands of Oahu, Hawaii, Maui and Kauai, and in the Alaska locations of Anchorage, Kodiak and Dutch Harbor.

Matson has a 35 percent ownership interest in SSA Terminals, LLC (“SSAT”), a joint venture between Matson Ventures, Inc., a wholly-owned subsidiary of MatNav, and SSA Ventures, Inc., a subsidiary of Carrix, Inc. SSAT provides terminal and stevedoring services to various carriers at eight terminal facilities on the U.S. West Coast, including four facilities which are used by MatNav (“Terminal Joint Venture”). Matson records its share of net income from SSAT in costs and expenses in the Condensed Consolidated Statements of Income and Comprehensive Income, and within the Ocean Transportation segment due to the nature of SSAT’s operations.

Logistics: Matson’s Logistics business is conducted through Matson Logistics, Inc. (“Matson Logistics”), a wholly-owned subsidiary of MatNav. Established in 1987, Matson Logistics is an asset-light business that provides a variety of logistic services to its customers including: (i) multimodal transportation brokerage of domestic and international rail intermodal service, 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 and distribution services; and (iv) supply chain management, non-vessel operating common carrier (NVOCC) freight forwarding and other services.

SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2019

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The Condensed Consolidated Financial Statements are unaudited, and include the accounts of Matson 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. A controlling financial interest is one in which the Company has a majority voting interest or one in which the Company is the primary beneficiary of a variable interest entity. The Company accounts for its investment in the Terminal Joint Venture using the equity method of accounting.

Due to the nature of the Company’s operations, the results for interim periods are not necessarily indicative of results to be expected for the year. These Condensed Consolidated Financial Statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim periods, and do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete consolidated financial statements.

The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (“SEC”) on March 4, 2019.

Fiscal Period: The period end for Matson covered by this report is June 30, 2019. The period end for MatNav and its subsidiaries covered by this report occurred on the last Friday in June, or June 28, 2019, for the second quarter 2019.

Significant Accounting Policies: The Company’s significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Leases: The Company adopted Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”) on January 1, 2019. ASC 842 requires lessees to record leases on their balance sheets but recognize the expenses in their income statements in a manner similar to current practice. ASC 842 states that a lessee would recognize a lease liability for the obligation to make lease payments, and a right-of-use asset for the underlying leased asset for the period of the lease term. Refer to Note 7 for additional information on the Company’s adoption of ASC 842 and other lease related disclosures.

Recognition of Revenues and Related Costs: Revenue in the Company’s Condensed Consolidated Financial Statements is presented net of elimination of intercompany transactions. The following is a description of the Company’s principal revenue generating activities by segment, and the Company’s revenue recognition policy for each activity:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
Ocean Transportation (in millions) (1)	2019		2018		2019		2018
Ocean Transportation services	$	406.6	$	397.3	$	794.5	$	766.1
Terminal and other related services		4.8		5.0		11.5		11.2
Fuel sales		2.6		2.5		4.6		5.1
Vessel management and related services		1.4		1.8		2.7		3.5
Total	$	415.4	$	406.6	$	813.3	$	785.9

(1)	Ocean Transportation revenue transactions are primarily denominated in U.S. dollars except for less than 3 percent of Ocean Transportation revenues and fuel sales revenue categories which are denominated in foreign currencies.

◾

Ocean Transportation services revenue is recognized ratably over the duration of a voyage based on the relative transit time completed in each reporting period. Vessel operating costs and other ocean transportation operating costs, such as terminal operating overhead and general and administrative expenses, are charged to operating costs as incurred.

◾	Terminal and other related services revenue is recognized as the services are performed. Related costs are recognized as incurred.

◾	Fuel sales revenue and related costs are recognized when the Company has completed delivery of the product to the customer in accordance with the terms and conditions of the contract.

◾	Vessel management and related services revenue is recognized in proportion to the services completed. Related costs are recognized as incurred.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
Logistics (in millions) (1)	2019		2018		2019		2018
Transportation Brokerage and Freight Forwarding services	$	134.7	$	143.0	$	261.1	$	267.5
Warehouse and distribution services		5.3		4.2		10.6		8.8
Supply chain management and other services		2.5		3.3		5.3		6.3
Total	$	142.5	$	150.5	$	277.0	$	282.6

(1)	Logistics revenue transactions are primarily denominated in U.S. dollars except for less than 3 percent of transportation brokerage and freight forwarding services revenue, and supply chain management and other services revenue categories which are denominated in foreign currencies.

◾

Transportation Brokerage and Freight Forwarding services revenue consists of amounts billed to customers for services provided. The primary costs include third-party purchased transportation services, labor and equipment costs. Revenue and the related purchased third-party transportation costs are recognized over the duration of a delivery based upon the relative transit time completed in each reporting period. Labor and other operating costs are expensed as incurred. The Company reports revenue on a gross basis as the Company serves as the principal in these transactions because it is responsible for fulfilling the contractual arrangements with the customer and has latitude in establishing prices.

◾

Warehousing and distribution services revenue consist of amounts billed to customers for storage, handling, and value-added packaging of customer merchandise. Storage revenue is recognized in the month the service is provided to the customer. Storage related costs are recognized as incurred. Other warehousing and distribution services revenue and related costs are recognized in proportion to the services performed.

◾	Supply chain management and other services revenues, and related costs are recognized in proportion to the services performed.

The Company generally invoices its customers at the commencement of the voyage or the transportation service being provided, or as other services are being performed. Revenue is deferred when services are invoiced in advance to the customer. The Company’s receivables are classified as short-term as collection terms are for periods of less than one year. The Company expenses sales commissions and contract acquisition costs as incurred because the amounts are generally immaterial. These expenses are included in selling, general and administration expenses in the Condensed Consolidated Statements of Income and Comprehensive Income.

Capital Construction Fund: The Company’s Capital Construction Fund (“CCF”) is described in Note 7 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. As of June 30, 2019 and December 31, 2018, $1.7 million and $1.0 million of eligible accounts receivable were assigned to the CCF, respectively. Due to the nature of the assignment of eligible accounts receivable into the CCF, such assigned amounts are classified as part of accounts receivable in the Condensed Consolidated Balance Sheets. Cash on deposit in the CCF is held in a money market account and classified as a long-term asset in the Company’s Condensed Consolidated Balance Sheets, as the Company intends to use qualified cash withdrawals to fund long-term investment in the construction of new vessels. During the three and six months ended June 30, 2019, the Company deposited $13.0 million and $26.4 million into the CCF respectively, and made qualifying cash withdrawals of $13.0 million and $26.4 million from the CCF respectively. The balance of cash on deposit at June 30, 2019 and December 31, 2018 was nominal.

Investment in Terminal Joint Venture: The Company’s investment in SSAT was $86.7 million and $87.0 million at June 30, 2019 and December 31, 2018, respectively. Condensed income statement information (unaudited) for the Terminal Joint Venture for the three and six months ended June 30, 2019 and 2018 consisted of the following:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions)	2019		2018		2019		2018
Operating revenue	$	268.8	$	266.1	$	536.9	$	517.0
Operating costs and expenses		(265.0)		(240.4)		(509.2)		(460.1)
Operating income		3.8		25.7		27.7		56.9
Net Income (1)	$	4.2	$	24.3	$	26.8	$	55.0
Company Share of SSAT's Net Income (2)	$	0.9	$	9.1	$	9.4	$	19.6

(1)	Includes earnings from equity method investments held by SSAT less earnings allocated to non-controlling interests.

(2)	The Company records its share of net income from SSAT in costs and expenses in the Condensed Consolidated Statement of Income and Comprehensive Income due to the nature of SSAT’s operations.

Income Taxes: In connection with the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), the Company recorded a non-cash tax adjustment of $0.2 million that decreased income taxes for the three months ended June 30, 2018, and $3.1 million that increased income taxes for the six months ended June 30, 2018. These adjustments related to the application of an estimated 6.2 percent sequestration on alternative minimum tax (AMT) refunds due to the Company, and was based on guidance issued by the Internal Revenue Service (IRS) and emerging interpretations of the Tax Act during that period. On January 19, 2019, the IRS issued new guidance indicating that sequestration would not apply to refundable AMT credits. In accordance with this new guidance, the Company recorded a non-cash tax adjustment of $2.9 million that decreased income taxes for the six months ended June 30, 2019. No amount impacted income taxes during the three months ended June 30, 2019.

The Company continues to assess the impact of the Tax Act, related interpretations and other tax legislation, when issued, on the Company’s income tax estimates. These and other factors could materially affect the Company’s financial condition or its future operating results.

Contingencies: Environmental Matters: The Company’s Ocean Transportation business has certain risks that could result in expenditures for environmental remediation. The Company believes that based on all information available to it, the Company is currently in compliance, in all material respects, with applicable environmental laws and regulations.

Other Matters: The Company and its subsidiaries are parties to, or may be contingently liable in connection with other legal actions arising in the normal course of their businesses, the outcomes of which, in the opinion of management after consultation with counsel, would not have a material effect on the Company’s financial condition, results of operations, or cash flows.

Dividends: The Company’s second quarter 2019 cash dividend of $0.21 per share was paid on June 6, 2019. On June 14, 2019, the Company’s Board of Directors declared a cash dividend of $0.22 per share payable on September 5, 2019.

New Accounting Pronouncements: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”): In June 2016, the Financial Accounting Standards Board issued ASU 2016-13 which amends the current approach to estimate credit losses on certain financial assets, including trade and other receivables, available-for-sale securities and other financial instruments. ASU 2016-13 requires entities to establish a valuation allowance for the expected lifetime losses of certain financial instruments. Subsequent changes in the valuation allowance are recorded in current earnings and reversal of previous losses is permitted. The new standard is effective for interim and annual periods beginning on or after December 15, 2019, and early adoption is permitted. The Company is in the process of evaluating this new standard, but does not expect the adoption of ASU 2016-13 to have a significant impact on the Company’s Consolidated Financial Statements.

REPORTABLE SEGMENTS

6 Months Ended

Jun. 30, 2019

REPORTABLE SEGMENTS

REPORTABLE SEGMENTS

3. REPORTABLE SEGMENTS

Reportable segments are components of an enterprise that engage in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Company’s chief operating decision maker is its Chief Executive Officer.

The Company consists of two reportable segments, Ocean Transportation and Logistics, which are further described in Note 1. Reportable segments are measured based on operating income, exclusive of interest expense and income taxes. In arrangements where the customer purchases ocean transportation and logistics services, the revenues are allocated to each reportable segment based upon the contractual amounts for each type of service. The Company’s Terminal Joint Venture segment has been aggregated into the Company’s Ocean Transportation segment due to the operations of the Terminal Joint Venture being an integral part of the Company’s Ocean Transportation business.

The Company’s Ocean Transportation segment provides ocean transportation services to the Logistics segment, and the Logistics segment provides logistics services to the Ocean Transportation segment. Accordingly, inter-segment revenue of $25.3 million and $26.8 million for the three months ended June 30, 2019 and 2018, and $47.1 million and $45.1 million for the six months ended June 30, 2019 and 2018, respectively, have been eliminated from operating revenue in the table below.

Reportable segment results for the three and six months ended June 30, 2019 and 2018 consisted of the following:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions)	2019		2018		2019		2018
Operating Revenue:
Ocean Transportation	$	415.4	$	406.6	$	813.3	$	785.9
Logistics		142.5		150.5		277.0		282.6
Total Operating Revenue	$	557.9	$	557.1	$	1,090.3	$	1,068.5
Operating Income:
Ocean Transportation (1)	$	19.7	$	36.5	$	29.1	$	61.0
Logistics		11.3		9.5		19.4		13.7
Total Operating Income		31.0		46.0		48.5		74.7
Interest expense, net		(6.1)		(5.0)		(10.7)		(10.0)
Other income (expense), net		0.8		0.4		1.4		1.2
Income before Income Taxes		25.7		41.4		39.2		65.9
Income taxes		(7.3)		(8.8)		(8.3)		(19.1)
Net Income	$	18.4	$	32.6	$	30.9	$	46.8

(1)	Ocean Transportation segment information includes $0.9 million and $9.1 million of equity in income from the Company’s investment in SSAT for the three months ended June 30, 2019 and 2018, and $9.4 million and $19.6 million for the six months ended June 30, 2019 and 2018, respectively.

PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2019

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

4. PROPERTY AND EQUIPMENT

Property and equipment at June 30, 2019 and December 31, 2018 consisted of the following:


	June 30,		December 31,
(In millions)	2019		2018
Cost:
Vessels	$	1,629.6	$	1,489.2
Containers and equipment		516.5		513.6
Terminal facilities and other property		66.1		66.0
Vessel construction in progress		309.8		487.2
Other construction in progress		81.4		59.2
Total Property and Equipment		2,603.4		2,615.2
Less: Accumulated Depreciation		(1,204.7)		(1,248.6)
Total Property and Equipment, net	$	1,398.7	$	1,366.6

Vessel construction in progress relates to progress payments for the construction of two new vessels, capitalized owner’s items and capitalized interest. During the three months ended June 30, 2019, the construction of the second vessel, MV Kaimana Hila, was completed and the vessel was placed into service resulting in approximately $211.8 million, including $9.9 million of capitalized interest, transferred from the Vessel construction in progress category to the Vessels category within Property and Equipment. Capitalized interest included in Vessel construction in progress was $14.4 million and $16.3 million at June 30, 2019 and December 31, 2018, respectively.

GOODWILL AND INTANGIBLES

6 Months Ended

Jun. 30, 2019

GOODWILL AND INTANGIBLES ASSETS

GOODWILL AND INTANGIBLES ASSETS

5. GOODWILL AND INTANGIBLES

Goodwill by segment at June 30, 2019 and December 31, 2018 consisted of the following:


	Ocean
(In millions)	Transportation		Logistics		Total
Goodwill	$	222.6	$	105.2	$	327.8

Intangible assets at June 30, 2019 and December 31, 2018 consisted of the following:


	June 30,		December 31,
(In millions)	2019		2018
Customer Relationships:
Ocean Transportation	$	140.6	$	140.6
Logistics		90.1		90.1
Total		230.7		230.7
Less: Accumulated Amortization		(49.6)		(44.0)
Total Customer Relationships, net		181.1		186.7
Trade name - Logistics		27.3		27.3
Total Intangible Assets, net	$	208.4	$	214.0

DEBT

6 Months Ended

Jun. 30, 2019

DEBT

DEBT

6. DEBT

At June 30, 2019 and December 31, 2018, the Company’s debt consisted of the following:


	June 30,		December 31,
(In millions)	2019		2018
Private Placement Term Loans:
5.79 %, payable through 2020	$	7.0	$	10.5
3.66 %, payable through 2023		41.0		41.0
4.16 %, payable through 2027		44.5		44.5
3.37 %, payable through 2027		75.0		75.0
3.14 %, payable through 2031		194.0		200.0
4.31 %, payable through 2032		32.7		32.7
4.35 %, payable through 2044		100.0		100.0
3.92 %, payable through 2045		71.4		71.4
Title XI Bonds:
5.34 %, payable through 2028		20.9		22.0
5.27 %, payable through 2029		23.1		24.2
Revolving credit facility, maturity date of June 29, 2022		235.0		235.0
Capital leases		—		0.1
Total Debt		844.6		856.4
Less: Current portion		(53.6)		(42.1)
Total Long-term Debt	$	791.0	$	814.3

The Company’s debt is described in Note 8 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Borrowings under the revolving credit facility are classified as long-term debt in the Condensed Consolidated Balance Sheets, as principal payments are not required until the maturity date of June 29, 2022.

As of June 30, 2019, the Company had $217.8 million of remaining availability under the revolving credit facility. The average interest rate on borrowings under the revolving credit facility was approximately 3.93 percent during the three months ended June 30, 2019.

LEASES

6 Months Ended

Jun. 30, 2019

LEASES

LEASES

7. LEASES

New Lease Accounting Standard: The Company adopted the new lease accounting standard Leases ASC 842 on January 1, 2019, and made the following elections:

◾

Applied the transition requirements that resulted in a cumulative-effect adjustment of $4.4 million recorded to retained earnings at January 1, 2019, due to the elimination of deferred gains from the Company’s sale and leaseback transactions recorded in the Consolidated Balance Sheet as of December 31, 2018;

◾	Elected to apply the package of practical expedient permitted under the transition guidance which allows, among other things, the historical lease classification and initial direct costs to be carried forward;

◾	Elected the short-term lease exception which allows the Company to exclude leases with an initial term of one year or less from recognition on the Condensed Consolidated Balance Sheets;

◾	Elected to separate non-lease components by underlying asset class for real estate and terminal leases and operations equipment leases; and

◾	Elected to use a portfolio approach in applying discount rates to leases based upon the lease terms in the following categories: (i) one to five years; (ii) six to ten years; (iii) eleven to fifteen years; and (iv) sixteen years and greater, regardless of the type of underlying asset class.

Upon adoption of ASC 842 on January 1, 2019, the Company recorded a right-of-use asset of approximately $251.4 million, a corresponding operating lease liability of $259.1 million. As part of the adoption, the Company recorded a net adjustment to retained earnings of $4.4 million. The adoption of ASC 842 did not have a significant impact on the Company’s current earnings, liquidity or existing debt covenant requirements. Significant assumptions and judgments made in applying the new lease accounting standard include determining the Company’s incremental borrowing rate and evaluating the probability of exercising lease options.

Description of Operating Leases: The Company has a variety of different types of operating leases, the specific terms and conditions of which vary from lease to lease. Certain operating lease agreements include terms such as: (i) renewal and early termination options; (ii) early buy-out and purchase options; and (iii) rent escalation clauses. The lease agreements also include provisions for the maintenance of the leased asset and payment of lease related costs. The Company reviews the specific terms and conditions of each lease and, as appropriate, notifies the lessor of any intent to exercise any option in accordance with the terms of the lease. In the normal course of business, the Company expects to be able to renew or replace most of its operating leases by other similar leases as they expire. Except for the residual value guarantee described below, the Company’s leases do not contain any other residual value guarantees.

The Company’s sub-lease income was nominal to the Company’s Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2019. The Company did not have any finance leases during the six months ended June 30, 2019. Certain of the Company’s lease agreements include rental payments that may be adjusted in the future based on economic conditions and others include rental payments adjusted periodically for inflation. Variable lease expense is disclosed for the adjusted portion of such payments.

The lease type by underlying asset class and maximum terms of the Company’s operating leases are as follows:


Lease Type:		Life
Real estate and terminal leases		65 years
Vessel charter leases		10 years
Operations equipment and other leases		8 years

Incremental Borrowing Rate: As most of the Company’s operating leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate based on information available at the date of adoption and subsequent lease commencement dates in calculating the present value of its operating lease liabilities. The incremental borrowing rate is determined using the U.S. Treasury rate adjusted to account for the Company’s credit rating and the collateralized nature of operating leases.

Components of Lease Cost: Components of lease cost recorded in the Company’s Condensed Consolidated Statement of Income and Comprehensive Income for the three and six months ended June 30, 2019 consisted of the following:


	Three Months Ended		Six Months Ended
	June 30,		June 30,
(In millions)	2019		2019
Operating lease cost	$	16.8	$	33.5
Short-term lease cost		2.5		4.9
Variable lease cost		0.1		0.2
Total lease cost	$	19.4	$	38.6

Other Lease Information: Other information related to the Company’s operating leases for the three and six months ended June 30, 2019 is as follows:


	Three Months Ended		Six Months Ended
	June 30,		June 30,
(In millions, except lease term and discount rate)	2019		2019
Cash paid for amounts included in operating lease liabilities	$	16.6	$	33.3
Right of use assets obtained in the exchange for new operating lease liabilities	$	9.4	$	15.2


	As of
	June 30, 2019
Weighted-average remaining operating lease term		7.8 years
Weighted-average incremental borrowing rate		4.4%

Maturities of operating lease liabilities at June 30, 2019 are as follows:


	As of
Year (in millions)	June 30, 2019
2019	$	34.0
2020		62.2
2021		46.7
2022		36.6
2023		32.3
Thereafter		85.8
Total lease payments		297.6
Less: Interest		(51.2)
Present value of operating lease liabilities		246.4
Less: Short-term portion		(57.4)
Long-term operating lease liabilities	$	189.0

Future minimum payments under non-cancellable operating lease agreements at December 31, 2018 are as follows:


Year (in millions)	Total
2019	$	68.3
2020		59.2
2021		44.8
2022		34.7
2023		30.5
Thereafter		83.6
Total minimum lease payments	$	321.1

Residual Value Guarantee: On November 26, 2018, a wholly-owned subsidiary of the Company entered into a Bareboat Charter Agreement (the “Charter”). Charter lease payments are approximately $3.0 million per quarter and are included in the operating lease liabilities described above. The base term of the Charter is five years with a two year end-of-term renewal option. The Charter also includes a maximum residual value guarantee amount of $50.9 million after five years, or $47.7 million after the extended term. The residual value guarantee is excluded from operating lease liabilities described above as the Company determined that it is not probable that any portion of the residual value guarantee will be paid by the Company. The Charter and residual value guarantee are described in Note 9 to the Consolidated Financial

Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

6 Months Ended

Jun. 30, 2019

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS).

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

8. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the six months ended June 30, 2019 consisted of the following:


									Accumulated
					Non-				Other
			Post-		Qualified				Comprehensive
(In millions)	Pensions		Retirement		Plans		Other		Income (Loss)
Balance at December 31, 2018	$	(55.8)	$	21.7	$	(0.1)	$	(0.3)	$	(34.5)
Amortization of prior service cost		(0.4)		(0.7)		—		—		(1.1)
Amortization of net loss		0.7		0.2		—		—		0.9
Balance at March 31, 2019	$	(55.5)	$	21.2	$	(0.1)	$	(0.3)	$	(34.7)
Amortization of prior service cost		(0.5)		(0.7)		(0.1)		0.1		(1.2)
Amortization of net loss (gain)		0.7		0.1		0.1		—		0.9
Other adjustments		—		—		—		(0.2)		(0.2)
Balance at June 30, 2019	$	(55.3)	$	20.6	$	(0.1)	$	(0.4)	$	(35.2)

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the six months ended June 30, 2018 consisted of the following:


									Accumulated
					Non-				Other
			Post-		Qualified				Comprehensive
(In millions)	Pensions		Retirement		Plans		Other		Income (Loss)
Balance at December 31, 2017	$	(40.6)	$	15.6	$	(0.3)	$	0.4	$	(24.9)
Reclassification adjustment related to the Tax Act (1)		(9.2)		3.4		(0.2)		—		(6.0)
Amortization of prior service cost		(0.4)		(0.9)		—		—		(1.3)
Amortization of net loss		0.9		0.3		0.1		—		1.3
Other adjustments		—		—		—		0.2		0.2
Balance at March 31, 2018	$	(49.3)	$	18.4	$	(0.4)	$	0.6	$	(30.7)
Amortization of prior service cost		(0.5)		(0.5)		(0.1)		—		(1.1)
Amortization of net loss (gain)		0.9		0.2		0.1		(0.7)		0.5
Other adjustments		—		—		—		(0.3)		(0.3)
Balance at June 30, 2018	$	(48.9)	$	18.1	$	(0.4)	$	(0.4)	$	(31.6)

(1)	Reclassification from accumulated other comprehensive income (loss) to retained earnings for the remeasurement tax effects resulting from the Tax Act in accordance with ASU 2018-02.

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2019

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

9. FAIR VALUE MEASUREMENTS

The Company values its financial instruments based on the fair value hierarchy of valuation techniques for fair value measurements. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability. If the technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy, the lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

The Company uses Level 1 inputs for the fair values of its cash, cash equivalents and restricted cash, and Level 2 inputs for its variable and fixed rate debt. The fair values of cash, cash equivalents and restricted cash, and variable rate debt approximate their carrying values due to the nature of the instruments. The fair value of the Company’s fixed rate debt is calculated based upon interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements.

The carrying value and fair value of the Company’s financial instruments as of June 30, 2019 and December 31, 2018 are as follows:


					Quoted Prices in		Significant		Significant
	Total				Active Markets		Observable		Unobservable
	Carrying Value		Total		(Level 1)		Inputs (Level 2)		Inputs (Level 3)
(In millions)	June 30, 2019		Fair Value Measurements at June 30, 2019
Cash and cash equivalents	$	24.0	$	24.0	$	24.0	$	—	$	—
Restricted cash		8.7		8.7		8.7		—		—
Variable rate debt		235.0		235.0		—		235.0		—
Fixed rate debt		609.6		608.0		—		608.0		—


(In millions)	December 31, 2018		Fair Value Measurements at December 31, 2018
Cash and cash equivalents	$	19.6	$	19.6	$	19.6	$	—	$	—
Restricted cash		4.9		4.9		4.9		—		—
Variable rate debt		235.0		235.0		—		235.0		—
Fixed rate debt		621.4		584.5		—

Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2018
Condensed Consolidated Statement of Stockholders' Equity
Dividends (per share)	$ 0.22	$ 0.21	$ 0.21	$ 0.20
Retained earnings	$ 467.6				$ 460.0