Matson (MATX) 10-Q 1 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Jun. 30, 2017shares
Document and Entity Information
Entity Registrant Name	Matson, Inc.
Entity Central Index Key	3,453
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	43,125,640
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2

Condensed Consolidated Statemen

Condensed Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Operating Revenue:
Ocean Transportation	$ 392.7	$ 370.9	$ 762.7	$ 737
Logistics	119.8	96.8	224.2	184.9
Total Operating Revenue	512.5	467.7	986.9	921.9
Costs and Expenses:
Operating costs	(422.9)	(389.9)	(835.1)	(766.3)
Equity in income of related party Terminal Joint Venture	6.9	3	11.8	5.6
Selling, general and administrative	(50.6)	(44.7)	(101.3)	(90.5)
Total Costs and Expenses	(466.6)	(431.6)	(924.6)	(851.2)
Operating Income	45.9	36.1	62.3	70.7
Interest expense	(6.3)	(6.5)	(12.6)	(11.4)
Income before Income Taxes	39.6	29.6	49.7	59.3
Income tax expense	(15.6)	(11.6)	(18.7)	(23.2)
Net Income	24	18	31	36.1
Other Comprehensive Income (Loss), Net of Income Taxes:
Net Income	24	18	31	36.1
Other Comprehensive Income (Loss):
Net gain in prior service cost	0.1		0.1	0.7
Amortization of prior service cost included in net periodic pension cost	(0.3)	(0.2)	(0.7)	(0.6)
Amortization of net loss included in net periodic pension cost	1.2	1	2.1	2.1
Other adjustments			0.2	(0.1)
Total Other Comprehensive Income	1	0.8	1.7	2.1
Comprehensive Income	$ 25	$ 18.8	$ 32.7	$ 38.2
Basic Earnings Per-Share: (in dollars per share)	$ 0.56	$ 0.42	$ 0.72	$ 0.83
Diluted Earnings Per-Share: (in dollars per share)	$ 0.55	$ 0.42	$ 0.72	$ 0.83
Weighted Average Number of Shares Outstanding:
Basic (in shares)	43.1	43.1	43.1	43.3
Diluted (in shares)	43.3	43.4	43.3	43.7
Dividends
Cash Dividends Per-Share	$ 0.19	$ 0.18	$ 0.38	$ 0.36

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Current Assets:
Cash and cash equivalents	$ 15.3	$ 13.9
Accounts receivable, net	198.6	189.5
Prepaid expenses and other assets	68	70.8
Total current assets	281.9	274.2
Long-term Assets:
Investment in related party Terminal Joint Venture	87.3	82.4
Property and equipment, net	989	949.2
Goodwill	323.7	323.7
Intangible assets, net	230.9	236.6
Capital Construction Fund - cash on deposit		31.2
Deferred dry-docking costs	95.6	89.1
Other long-term assets	30.9	29.1
Total long-term assets	1,757.4	1,741.3
Total assets	2,039.3	2,015.5
Current Liabilities:
Current portion of debt	31.3	31.8
Accounts payable	158.9	170.5
Accruals and other liabilities	85.8	76.9
Total current liabilities	276	279.2
Long-term Liabilities:
Long-term debt	722.6	707.1
Deferred income taxes	360.7	348.8
Employee benefit plans	106.4	108.5
Uninsured claims and related liabilities	39.5	40.3
Multi-employer withdrawal liability	58.2	60.1
Total long-term liabilities	1,287.4	1,264.8
Commitments and Contingencies (Note 2)
Shareholders' Equity:
Common stock	32.3	32.1
Additional paid in capital	287.4	289.8
Accumulated other comprehensive loss, net	(44.4)	(46.1)
Retained earnings	200.6	195.7
Total shareholders' equity	475.9	471.5
Total liabilities and shareholders' equity	$ 2,039.3	$ 2,015.5

Condensed Consolidated Stateme4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash Flows From Operating Activities:
Net income	$ 31	$ 36.1
Reconciling adjustments:
Depreciation and amortization	49.7	47.6
Deferred income taxes	11	7.4
Share-based compensation expense	4.9	6.2
Equity in income of related party Terminal Joint Venture	(11.8)	(5.6)
Cash distribution received from Terminal Joint Venture	7
Other	1.1	1.1
Changes in assets and liabilities:
Accounts receivable, net	(9)	7.2
Deferred dry-docking payments	(33)	(28.5)
Deferred dry-docking amortization	25.6	17.2
Prepaid expenses and other assets	(1.1)	8
Accounts payable, accruals and other liabilities	(9.4)	(22.4)
Other long-term liabilities	(2.6)	4.5
Net cash provided by operating activities	63.4	78.8
Cash Flows From Investing Activities:
Vessel construction expenditures	(46.2)	(12.9)
Other capital expenditures	(37.1)	(52.9)
Proceeds from (payments for) disposal of property and equipment	(0.3)	1.7
Cash deposits into Capital Construction Fund	(12.2)	(12.5)
Cash withdrawals from Capital Construction Fund	43.4	12.5
Net cash used in investing activities	(52.4)	(64.1)
Cash Flows From Financing Activities:
Repayments of debt and capital leases	(15)	(11.1)
Proceeds from revolving credit facility	155	159
Repayments of revolving credit facility	(125)	(115)
Proceeds from issuance of common stock	0.4	0.4
Dividends paid	(16.5)	(15.8)
Repurchase of Matson common stock	(1.3)	(32.3)
Tax withholding related to net share settlements of restricted stock units	(7.2)	(6.3)
Other		0.1
Net cash used in financing activities	(9.6)	(21)
Net Increase (Decrease) in Cash and Cash Equivalents	1.4	(6.3)
Cash and Cash Equivalents, Beginning of the Period	13.9	25.5
Cash and Cash Equivalents, End of the Period	15.3	19.2
Supplemental Cash Flow Information:
Interest paid, net of capitalized interest	12.8	11.6
Income tax paid (refund)	(0.3)	5.4
Non-cash Information:
Capital expenditures included in accounts payable, accruals and other liabilities	1.1	4.9
Accrued dividend	$ 8.7	$ 8.2

DESCRIPTION OF THE BUSINESS

DESCRIPTION OF THE BUSINESS	6 Months Ended
	Jun. 30, 2017
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 provides services to various islands in the South Pacific. In addition, subsidiaries of MatNav provide container stevedoring, container equipment maintenance 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's fleet of 21 owned vessels and six chartered vessels includes containerships, combination container and roll-on/roll-off ships and custom-designed barges. 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 six terminal facilities on the U.S. West Coast, including to MatNav at three of those facilities (“Terminal Joint Venture”). Matson records its share of income in the Terminal Joint Venture in operating costs 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 consolidation (“LCL”) and freight forwarding services (collectively “Freight Forwarding Services”); (iii) warehousing and distribution services; and (iv) supply chain management and other services. Recent Acquisition: On August 4, 2016, Matson Logistics completed its acquisition of Span Intermediate, LLC (“Span Alaska”), a market leading provider of LCL consolidation and freight forwarding services to Alaska (the “Span Alaska Acquisition”) (see Note 9, Business Combination for additional information on the recent acquisition).

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2017
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, Inc. and all wholly-owned subsidiaries, after elimination of significant 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. The Condensed Consolidated Financial Statements include the accounts and activities of Span Alaska from the acquisition date on August 4, 2016 (see Note 9). Due to the nature of the Company’s operations, including the acquisition of Span Alaska on August 4, 2016, 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, 2016, filed with the Securities and Exchange Commission (“SEC”) on February 24, 2017. Fiscal Period: The period end for Matson, Inc. covered by this report is June 30, 2017. The period end for MatNav and its subsidiaries covered by this report occurred on the last Friday in June, or June 30, 2017, for the second quarter 2017. 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, 2016. Property and Equipment: Property and equipment at June 30, 2017 and December 31, 2016 consisted of the following: June 30, December 31, (In millions) 2017 2016 Cost: Vessels $ 1,423.9 $ 1,416.1 Containers and equipment 544.0 536.9 Terminal facilities and other property 57.8 43.2 Vessel construction in progress 170.7 124.5 Other construction in progress 34.4 31.2 Total Property and Equipment 2,230.8 2,151.9 Less: Accumulated Deprecation Total Property and Equipment, net $ 989.0 $ 949.2 Vessel construction in progress relates to progress payments paid by the Company for the construction of four new vessels to be used within the Hawaii service, and includes capitalized interest of $5.5 million and $2.9 million at June 30, 2017 and December 31, 2016, respectively. Goodwill: Changes in goodwill for the three and six months ended June 30, 2017 and 2016 consisted of the following: Goodwill Ocean (In millions) Transportation Logistics Total Balance at December 31, 2016 $ 218.5 $ 105.2 $ 323.7 Additions — — — Balance at March 31, 2017 218.5 105.2 323.7 Additions — — — Balance at June 30, 2017 $ 218.5 $ 105.2 $ 323.7 Goodwill Ocean Transportation Logistics Total Balance at December 31, 2015 $ 215.0 $ 26.6 $ 241.6 Additions — — — Balance at March 31, 2016 215.0 26.6 241.6 Additions 3.5 — 3.5 Balance at June 30, 2016 $ 218.5 $ 26.6 $ 245.1 Intangible Assets, Net: Intangible assets at June 30, 2017 and December 31, 2016 consisted of the following: June 30, December 31, (In millions) 2017 2016 Customer Relationships: Ocean Transportation $ 140.6 $ 140.6 Logistics 90.1 90.1 Total 230.7 230.7 Less: Accumulated Amortization (27.1) (21.4) Total Customer Relationships, net 203.6 209.3 Trade name - Logistics 27.3 27.3 Total Intangible Assets, net $ 230.9 $ 236.6 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, 2016. As of June 30, 2017 and December 31, 2016, the following amounts related to the Company’s CCF: June 30, December 31, (In millions) 2017 2016 Capital Construction Fund: Cash on deposit $ — $ 31.2 Assigned accounts receivables $ 175.3 $ 174.7 Cash on deposit in the CCF are held in a money market account and classified as long-term assets 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, 2017, the Company deposited $12.2 million into the CCF, and made qualifying cash withdrawals of $43.4 million from the CCF. The qualifying cash withdrawals were used to fund vessel construction progress payments. There were no deposits or qualifying cash withdrawals made by the Company during the three months ended March 31, 2017. Eligible accounts receivable that are assigned into the CCF are classified as part of accounts receivable in the Condensed Consolidated Financial Statements due to the nature of the assignment. Accumulated Other Comprehensive Loss: Changes in accumulated other comprehensive loss by component, net of tax, for the three months ended June 30, 2017 and 2016 were as follows (in millions): Accumulated Non- Other Post Qualified Comprehensive (In millions) Pensions Retirement Plans Other Income (Loss) Balance at December 31, 2016 $ (41.4) $ (4.4) $ (0.4) $ 0.1 $ (46.1) Amortization of prior service cost (0.4) — — — (0.4) Amortization of net loss 0.8 0.1 — — 0.9 Other adjustments — — — 0.2 0.2 Balance at March 31, 2017 (41.0) (4.3) (0.4) 0.3 (45.4) Net gain in prior service costs — — — 0.1 0.1 Amortization of prior service cost (0.3) — — — (0.3) Amortization of net loss 0.8 0.3 0.1 — 1.2 Balance at June 30, 2017 $ (40.5) $ (4.0) $ (0.3) $ 0.4 $ (44.4) Accumulated Non- Other Post Qualified Comprehensive (In millions) Pensions Retirement Plans Other Income (Loss) Balance at December 31, 2015 $ (41.7) $ (4.7) $ (0.2) $ (0.3) $ (46.9) Net gain in prior service costs — 0.7 — — 0.7 Amortization of prior service cost (0.4) — — — (0.4) Amortization of net loss 0.8 0.2 0.1 — 1.1 Other adjustments — — — (0.1) (0.1) Balance at March 31, 2016 (41.3) (3.8) (0.1) $ (0.4) (45.6) Amortization of prior service cost (0.3) — 0.1 — (0.2) Amortization of net loss 0.8 0.2 — — 1.0 Balance at June 30, 2016 $ (40.8) $ (3.6) $ — $ (0.4) $ (44.8) 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. Reclassifications: Certain amounts included within cash flows from operating activities of the Condensed Consolidated Statement of Cash Flow for the six months ended June 30, 2016, have been reclassified to conform to the current period presentation. New Accounting Pronouncements: Revenue from Contracts with Customers: In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606) ” (“ASU 2014-09”). ASU 2014-09 establishes principles regarding the nature, timing, and uncertainty of revenue from contracts with customers. It removes inconsistencies in existing revenue requirements, provides a more robust framework for addressing revenue issues and improves comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. ASU 2014-09 will be effective for interim and annual reporting periods beginning after December 15, 2017. The Company is in the process of evaluating the impact of adopting ASU 2014-09 on its Consolidated Financial Statements. The Company is currently reviewing customer contracts in each of its operating segments for all revenue generating services provided by the Company, and is assessing the impact of applying ASU 2014-09, and comparing this to the Company’s historical revenue recognition criteria. Based upon the preliminary review of customer contracts, the Company believes that the Company’s revenue recognition policies are consistent with the requirements of ASU 2014-09. While the Company continues to assess all potential impacts of adopting ASU 2014-09, based upon information available to date, the Company does not expect the adoption of ASU 2014-09 to have a significant impact either on the timing or recognition of Ocean Transportation and Logistics revenues. The Company is also evaluating its accounting disclosures related to revenue recognition. The Company plans to adopt the requirements of the new standard by recording the impact of adoption as an adjustment to retained earnings at the beginning of the first quarter of 2018. Leases: In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) ” (“ASU 2016-02”), which requires lessees to record most leases in their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. ASU 2016-02 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. ASU 2016-02 will be effective for interim and annual periods beginning after December 15, 2018 and early adoption is permitted. The Company is in the process of evaluating the impact of adopting ASU 2016-02. Net Periodic Pension Cost and Benefit Cost: In March 2017, the FASB issued ASU 2017-07. “ Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Benefit Cost (“ASU 2017-07”). ASU 2017-07 requires employees that sponsor defined benefit pension and other post-retirement plans to present the service cost component of net benefit cost in the same income statement line item as other employee compensation costs arising from services rendered, and that only the service cost component will be eligible for capitalization. The other components of the net periodic benefit cost must be presented separately from the line item that includes the service cost component and outside of the income from operations subtotal. ASU 2017-07 is effective for interim and annual periods beginning after December 15, 2017. The Company does not expect the adoption of ASU 2017-07 to have a significant impact on the Company’s Consolidated Financial Statements.

REPORTABLE SEGMENTS

REPORTABLE SEGMENTS	6 Months Ended
	Jun. 30, 2017
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. Accordingly, inter-segment revenue of $10.7 million and $1.9 million for the three months ended June 30, 2017 and 2016, respectively, and $19.4 million and $3.7 million for the six months ended June 30, 2017 and 2016, respectively, have been eliminated from Logistics segment operating revenue in the table below. Reportable segment results for the three and six months ended June 30, 2017 and 2016 were as follows: Three Months Ended Six Months Ended June 30, June 30, (In millions) 2017 2016 2017 2016 Operating Revenue: Ocean Transportation $ 392.7 $ 370.9 $ 762.7 $ 737.0 Logistics (1) 119.8 96.8 224.2 184.9 Total Operating Revenue $ 512.5 $ 467.7 $ 986.9 $ 921.9 Operating Income: Ocean Transportation $ 39.0 $ 33.9 $ 53.5 $ 66.9 Logistics (1) 6.9 2.2 8.8 3.8 Total Operating Income 45.9 36.1 62.3 70.7 Interest expense, net (6.3) (6.5) (12.6) (11.4) Income before Income Taxes 39.6 29.6 49.7 59.3 Income taxes (15.6) (11.6) (18.7) (23.2) Net Income $ 24.0 $ 18.0 $ 31.0 $ 36.1 (1) Logistics operating results include Span Alaska operating results from the date of acquisition on August 4, 2016.

DEBT

DEBT	6 Months Ended
	Jun. 30, 2017
DEBT
DEBT	4. DEBT At June 30, 2017 and December 31, 2016, the Company’s debt consisted of the following: June 30, December 31, (In millions) 2017 2016 Term Loans: 5.79 %, payable through 2020 $ $ 24.5 3.66 %, payable through 2023 59.3 4.16 %, payable through 2027 55.0 3.37 %, payable through 2027 75.0 3.14 %, payable through 2031 200.0 4.31 %, payable through 2032 37.5 4.35 %, payable through 2044 100.0 3.92 %, payable through 2045 75.0 Title XI Bonds: 5.34 %, payable through 2028 26.4 5.27 %, payable through 2029 28.6 Revolving credit facility 55.0 Capital leases 2.6 Total Debt 753.9 738.9 Less: Current portion (31.8) Total Long-term Debt $ 722.6 $ 707.1 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, 2016, except as described below. Revolving Credit Facility: On June 29, 2017 (the “Closing Date”), the Company entered into an amended and restated credit agreement that provides the Company with additional sources of liquidity for working capital, capital expenditures and investment opportunities, and amends and restates the Company’s previously amended and restated credit agreement (the “Credit Agreement” or the “revolving credit facility”). The Credit Agreement expires on June 29, 2022, and provides for committed aggregate borrowing of up to $650 million, with an uncommitted option to increase the aggregate borrowing by up to $250 million. The aggregate borrowing within the Credit Agreement includes a $100 million sublimit for the issuance of standby and commercial letters of credit, and a $50 million sublimit for swing line loans. The Company may prepay any amounts outstanding under the Credit Agreement without premium or penalty. All obligations of the Company under the Credit Agreement are guaranteed by Matson’s principal operating subsidiary MatNav and by certain other subsidiaries. Depending on the Company’s consolidated net leverage ratio, borrowings under the Credit Agreement will bear interest at either LIBOR plus a margin of between 1.00 percent and 1.75 percent or the base rate plus a margin of between zero percent and 0.75 percent. Letters of credit are subject to fees based on the Company’s consolidated net leverage ratio at a rate of between 1.00 percent and 1.75 percent. The Company will also pay a commitment fee of between 0.15 percent and 0.30 percent depending on the Company’s consolidated net leverage ratio. Amendments to Existing Private Placement Term Loan Facilities and New Shelf Facilities (“Private Loan Facilities”): On June 29, 2017, the Company and the holders of the Company’s term loans entered into amendments (collectively, the “2017 Amendments”) to each of the term loan agreements and amendments thereto, previously issued prior to the Closing Date. The 2017 Amendments provide for amendments to certain covenants and other terms, including (at the Company’s option under certain circumstances) adjustments to the required consolidated leverage ratio, and, in connection with the exercise of such option, the payment of additional interest for certain pre-defined periods. Debt Covenants : The Credit Agreement and Private Loan Facilities (collectively, the “Agreements”) contain affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations on certain other indebtedness, loans and investments, liens, mergers, asset sales, and transactions with affiliates as defined within the Agreements. The Agreements also contain customary events of default. A brief description of the principal covenants contained in the Agreements include, but are not limited to the following (as defined within the Agreements): § Minimum Consolidated Interest Coverage Ratio as of the end of any fiscal quarter is not permitted to be less than 3.50 to 1.0; § Maximum Consolidated Leverage Ratio as of the end of any fiscal quarter is not permitted to exceed 3.25 to 1.0, subject to the Company’s election of specific exceptions in which the Maximum Consolidated Leverage Ratio is not permitted to exceed 3.75 to 1.0 as described in the Agreements; § The principal amount of Priority Debt: (i) is not permitted to exceed 20 percent of Consolidated Tangible Assets at any time (subject to a reduction to 17.5 percent upon the earlier of December 31, 2017, or upon the occurrence of certain events), and; (ii) the principal amount of Priority Debt that is not Title XI Priority Debt at any time is not permitted to exceed 10 percent of Consolidated Tangible Assets. Classification of Borrowings: Borrowings under the revolving credit facility is classified as long-term debt in the Condensed Consolidated Balance Sheet, as principal payments are not required until the maturity date of June 29, 2022. As of June 30, 2017, the Company had $554.5 million of remaining availability under the revolving credit facility. The interest rate on borrowings under the revolving credit facility approximated 2.42 percent during the three months ended June 30, 2017.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2017
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	5. 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 equivalents, and Level 2 inputs for its CCF – cash on deposit, and variable and fixed rate debt. The fair values of cash and cash equivalents, CCF – cash on deposit, 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, 2017 and December 31, 2016 were 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, 2017 Fair Value Measurements at June 30, 2017 Cash and cash equivalents $ 15.3 $ 15.3 $ 15.3 $ — $ — Variable rate debt 85.0 85.0 — 85.0 — Fixed rate debt 668.9 659.5 — 659.5 — (In millions) December 31, 2016 Fair Value Measurements at December 31, 2016 Cash and cash equivalents $ 13.9 $ 13.9 $ 13.9 $ — $ — CCF - cash on deposit 31.2 31.2 — 31.2 — Variable rate debt 55.0 55.0 — 55.0 — Fixed rate debt 683.9 685.2 — 685.2 —

EARNINGS PER-SHARE

EARNINGS PER-SHARE	6 Months Ended
	Jun. 30, 2017
EARNINGS PER-SHARE
EARNINGS PER-SHARE	6. EARNINGS PER-SHARE The number of shares used to compute basic and diluted earnings per-share for the three and six months ended June 30, 2017 and 2016, was as follows: Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Weighted- Per Weighted- Per Average Common Average Common Net Common Share Net Common Share (In millions, except share amounts) Income Shares Amount Income Shares Amount Basic: $ 24.0 43.1 $ 0.56 $ 31.0 43.1 $ 0.72 Effect of Dilutive Securities: 0.2 (0.01) 0.2 — Diluted: $ 24.0 43.3 $ 0.55 $ 31.0 43.3 $ 0.72 Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Weighted- Per Weighted- Per Average Common Average Common Net Common Share Net Common Share (In millions, except share amounts) Income Shares Amount Income Shares Amount Basic: $ 18.0 43.1 $ 0.42 $ 36.1 43.3 $ 0.83 Effect of Dilutive Securities: 0.3 — 0.4 — Diluted: $ 18.0 43.4 $ 0.42 $ 36.1 43.7 $ 0.83 Basic earnings per-share is determined by dividing net income by the weighted-average common shares outstanding during the period. The calculation of diluted earnings per-share includes the dilutive effect of unexercised non-qualified stock options and non-vested restricted stock units. The computation of weighted-average dilutive shares outstanding excludes certain non-qualified stock options to purchase shares of common stock where the options’ exercise prices were greater than the average market price of the Company’s common stock for the periods presented and, therefore, the effect would be anti-dilutive. The number of such shares excluded was nominal.

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION	6 Months Ended
	Jun. 30, 2017
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION	7. SHARE-BASED COMPENSATION During the three and six months ended June 30, 2017, the Company granted approximately 40,200 and 296,000 in total of time-based restricted stock units and performance-based shares to certain of its employees at a weighted-average grant date fair value of $32.09 and $36.27, respectively. Total share-based compensation cost recognized in the Condensed Consolidated Statements of Income and Comprehensive Income as a component of selling, general and administrative expenses was $2.3 million and $3.4 million for the three months ended June 30, 2017 and 2016, and $4.9 million and $6.2 million for the six months ended June 30, 2017 and 2016, respectively. Total unrecognized compensation cost related to unvested share-based compensation arrangements was $15.0 million at June 30, 2017, and is expected to be recognized over a weighted-average period of 1.6 years. Total unrecognized compensation cost may be adjusted for any unearned performance shares or forfeited shares.

PENSION AND OTHER POST-RETIREME

PENSION AND OTHER POST-RETIREMENT PLANS	6 Months Ended
	Jun. 30, 2017
PENSION AND OTHER POST-RETIREMENT PLANS
PENSION AND OTHER POST-RETIREMENT PLANS	8. PENSION AND OTHER POST-RETIREMENT PLANS The Company sponsors qualified defined benefit pension and other post-retirement plans (collectively, the “Plans”). The following table provides the components of net periodic benefit cost (benefit) for the Plans for the six months ended June 30, 2017 and 2016: Pension Benefits Other Post-retirement Benefits June 30, June 30, (In millions) 2017 2016 2017 2016 Components of Net Periodic Benefit Cost (Benefit): Service cost $ 1.9 $ 2.0 $ 0.8 $ 0.8 Interest cost 4.8 4.8 1.4 1.4 Expected return on plan assets (6.8) (6.7) — — Amortization of net loss 2.5 2.6 0.6 0.6 Amortization of prior service cost (1.1) (1.1) — — Net periodic benefit cost $ 1.3 $ 1.6 $ 2.8 $ 2.8 During the six months ended June 30, 2017, the Company contributed $3.0 million to its defined benefit pension plans. No further contributions are expected for 2017.

BUSINESS COMBINATION

BUSINESS COMBINATION	6 Months Ended
	Jun. 30, 2017
BUSINESS COMBINATION
BUSINESS COMBINATION	9. BUSINESS COMBINATION Span Alaska Acquisition: On August 4, 2016 (the “Effective Date”), Matson Logistics completed the purchase of 100 percent of the membership interests of Span Alaska pursuant to the terms of the Membership Interest Purchase Agreement. At the Effective Date, Span Alaska became a wholly-owned subsidiary of Matson Logistics. Span Alaska is an asset-light logistics company providing freight forwarding services primarily to the Alaska market. Span Alaska consolidates freight in Auburn, Washington, for shipment to Alaska and distribution through a network of terminals in Anchorage, Fairbanks, Wasilla, Kenai, Juneau and Kodiak. Span Alaska’s operations are recorded within the Logistics segment of the Company. Total consideration for the Span Alaska Acquisition was $198.9 million based on the fair value of membership interests of $117.0 million, and Span Alaska’s debt and accrued interest of $81.9 million. Immediately following the close of the Span Alaska Acquisition, the Company paid the assumed debt. The Span Alaska Acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (ASC) 805, “ Business Combination” (“ASC 805”). The assets acquired and liabilities assumed in the Span Alaska Acquisition were recorded based on fair value estimates as of the Effective Date, with the remaining unallocated purchase price of $78.6 million recorded as goodwill. As of December 31, 2016, the purchase price accounting for the Span Alaska Acquisition was considered final. The Company's Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2017 include operating revenue of $16.2 million and $28.8 million (after elimination of intercompany revenue of $8.3 million and $14.4 million), and operating income of $4.9 million and $5.9 million, from Span Alaska’s operations, respectively. One-time acquisition related costs incurred post December 31, 2016 were not material. Pro Forma Financial Information (Unaudited): The following unaudited pro forma financial information presents the combined operating results of the Company and Span Alaska, as if the Span Alaska Acquisition had been completed at the beginning of each period presented below. The unaudited pro forma financial information includes the accounting effects of the business combination, including the amortization of intangible assets, depreciation of property and equipment, and interest expense. Unaudited pro forma operating revenue is presented after elimination of intercompany revenue. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the result of operations that would have been achieved if the Span Alaska Acquisition had taken place at the beginning of the periods presented, nor should it be taken as an indication of our future consolidated results of operations. (Unaudited) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, (In millions, except share amount) 2017 2016 2017 2016 Pro Forma Combined: Operating revenue $ 512.5 $ 483.0 $ 986.9 $ 949.5 Net income after income tax expense $ 24.0 $ 19.9 $ 31.0 $ 38.7 Basic Earnings Per-Share: $ 0.56 $ 0.46 $ 0.72 $ 0.89 Diluted Earnings Per-Share: $ 0.55 $ 0.46 $ 0.72 $ 0.89 Weighted-Average Number of Shares Outstanding: Basic 43.1 43.1 43.1 43.3 Diluted 43.3 43.4 43.3 43.7

SIGNIFICANT ACCOUNTING POLICI14

SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2017
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation: The Condensed Consolidated Financial Statements are unaudited, and include the accounts of Matson, Inc. and all wholly-owned subsidiaries, after elimination of significant 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. The Condensed Consolidated Financial Statements include the accounts and activities of Span Alaska from the acquisition date on August 4, 2016 (see Note 9). Due to the nature of the Company’s operations, including the acquisition of Span Alaska on August 4, 2016, 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, 2016, filed with the Securities and Exchange Commission (“SEC”) on February 24, 2017.
Fiscal Year	Fiscal Period: The period end for Matson, Inc. covered by this report is June 30, 2017. The period end for MatNav and its subsidiaries covered by this report occurred on the last Friday in June, or June 30, 2017, for the second quarter 2017.
Significant Accounting Policies	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, 2016.
Property and Equipment	Property and Equipment: Property and equipment at June 30, 2017 and December 31, 2016 consisted of the following: June 30, December 31, (In millions) 2017 2016 Cost: Vessels $ 1,423.9 $ 1,416.1 Containers and equipment 544.0 536.9 Terminal facilities and other property 57.8 43.2 Vessel construction in progress 170.7 124.5 Other construction in progress 34.4 31.2 Total Property and Equipment 2,230.8 2,151.9 Less: Accumulated Deprecation Total Property and Equipment, net $ 989.0 $ 949.2 Vessel construction in progress relates to progress payments paid by the Company for the construction of four new vessels to be used within the Hawaii service, and includes capitalized interest of $5.5 million and $2.9 million at June 30, 2017 and December 31, 2016, respectively.
Goodwill	Goodwill: Changes in goodwill for the three and six months ended June 30, 2017 and 2016 consisted of the following: Goodwill Ocean (In millions) Transportation Logistics Total Balance at December 31, 2016 $ 218.5 $ 105.2 $ 323.7 Additions — — — Balance at March 31, 2017 218.5 105.2 323.7 Additions — — — Balance at June 30, 2017 $ 218.5 $ 105.2 $ 323.7 Goodwill Ocean Transportation Logistics Total Balance at December 31, 2015 $ 215.0 $ 26.6 $ 241.6 Additions — — — Balance at March 31, 2016 215.0 26.6 241.6 Additions 3.5 — 3.5 Balance at June 30, 2016 $ 218.5 $ 26.6 $ 245.1
Intangible Assets, Net	Intangible Assets, Net: Intangible assets at June 30, 2017 and December 31, 2016 consisted of the following: June 30, December 31, (In millions) 2017 2016 Customer Relationships: Ocean Transportation $ 140.6 $ 140.6 Logistics 90.1 90.1 Total 230.7 230.7 Less: Accumulated Amortization (27.1) (21.4) Total Customer Relationships, net 203.6 209.3 Trade name - Logistics 27.3 27.3 Total Intangible Assets, net $ 230.9 $ 236.6
Capital Construction Fund	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, 2016. As of June 30, 2017 and December 31, 2016, the following amounts related to the Company’s CCF: June 30, December 31, (In millions) 2017 2016 Capital Construction Fund: Cash on deposit $ — $ 31.2 Assigned accounts receivables $ 175.3 $ 174.7 Cash on deposit in the CCF are held in a money market account and classified as long-term assets 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, 2017, the Company deposited $12.2 million into the CCF, and made qualifying cash withdrawals of $43.4 million from the CCF. The qualifying cash withdrawals were used to fund vessel construction progress payments. There were no deposits or qualifying cash withdrawals made by the Company during the three months ended March 31, 2017. Eligible accounts receivable that are assigned into the CCF are classified as part of accounts receivable in the Condensed Consolidated Financial Statements due to the nature of the assignment.
Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss: Changes in accumulated other comprehensive loss by component, net of tax, for the three months ended June 30, 2017 and 2016 were as follows (in millions): Accumulated Non- Other Post Qualified Comprehensive (In millions) Pensions Retirement Plans Other Income (Loss) Balance at December 31, 2016 $ (41.4) $ (4.4) $ (0.4) $ 0.1 $ (46.1) Amortization of prior service cost (0.4) — — — (0.4) Amortization of net loss 0.8 0.1 — — 0.9 Other adjustments — — — 0.2 0.2 Balance at March 31, 2017 (41.0) (4.3) (0.4) 0.3 (45.4) Net gain in prior service costs — — — 0.1 0.1 Amortization of prior service cost (0.3) — — — (0.3) Amortization of net loss 0.8 0.3 0.1 — 1.2 Balance at June 30, 2017 $ (40.5) $ (4.0) $ (0.3) $ 0.4 $ (44.4) Accumulated Non- Other Post Qualified Comprehensive (In millions) Pensions Retirement Plans Other Income (Loss) Balance at December 31, 2015 $ (41.7) $ (4.7) $ (0.2) $ (0.3) $ (46.9) Net gain in prior service costs — 0.7 — — 0.7 Amortization of prior service cost (0.4) — — — (0.4) Amortization of net loss 0.8 0.2 0.1 — 1.1 Other adjustments — — — (0.1) (0.1) Balance at March 31, 2016 (41.3) (3.8) (0.1) $ (0.4) (45.6) Amortization of prior service cost (0.3) — 0.1 — (0.2) Amortization of net loss 0.8 0.2 — — 1.0 Balance at June 30, 2016 $ (40.8) $ (3.6) $ — $ (0.4) $ (44.8)
Contingencies	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.
Reclassifications	Reclassifications: Certain amounts included within cash flows from operating activities of the Condensed Consolidated Statement of Cash Flow for the six months ended June 30, 2016, have been reclassified to conform to the current period presentation.
New Accounting Pronouncements	New Accounting Pronouncements: Revenue from Contracts with Customers: In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606) ” (“ASU 2014-09”). ASU 2014-09 establishes principles regarding the nature, timing, and uncertainty of revenue from contracts with customers. It removes inconsistencies in existing revenue requirements, provides a more robust framework for addressing revenue issues and improves comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. ASU 2014-09 will be effective for interim and annual reporting periods beginning after December 15, 2017. The Company is in the process of evaluating the impact of adopting ASU 2014-09 on its Consolidated Financial Statements. The Company is currently reviewing customer contracts in each of its operating segments for all revenue generating services provided by the Company, and is assessing the impact of applying ASU 2014-09, and comparing this to the Company’s historical revenue recognition criteria. Based upon the preliminary review of customer contracts, the Company believes that the Company’s revenue recognition policies are consistent with the requirements of ASU 2014-09. While the Company continues to assess all potential impacts of adopting ASU 2014-09, based upon information available to date, the Company does not expect the adoption of ASU 2014-09 to have a significant impact either on the timing or recognition of Ocean Transportation and Logistics revenues. The Company is also evaluating its accounting disclosures related to revenue recognition. The Company plans to adopt the requirements of the new standard by recording the impact of adoption as an adjustment to retained earnings at the beginning of the first quarter of 2018. Leases: In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) ” (“ASU 2016-02”), which requires lessees to record most leases in their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. ASU 2016-02 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. ASU 2016-02 will be effective for interim and annual periods beginning after December 15, 2018 and early adoption is permitted. The Company is in the process of evaluating the impact of adopting ASU 2016-02. Net Periodic Pension Cost and Benefit Cost: In March 2017, the FASB issued ASU 2017-07. “ Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Benefit Cost (“ASU 2017-07”). ASU 2017-07 requires employees that sponsor defined benefit pension and other post-retirement plans to present the service cost component of net benefit cost in the same income statement line item as other employee compensation costs arising from services rendered, and that only the service cost component will be eligible for capitalization. The other components of the net periodic benefit cost must be presented separately from the line item that includes the service cost component and outside of the income from operations subtotal. ASU 2017-07 is effective for interim and annual periods beginning after December 15, 2017. The Company does not expect the adoption of ASU 2017-07 to have a significant impact on the Company’s Consolidated Financial Statements.

SIGNIFICANT ACCOUNTING POLICI15

SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2017
SIGNIFICANT ACCOUNTING POLICIES
Schedule of property and equipment	June 30, December 31, (In millions) 2017 2016 Cost: Vessels $ 1,423.9 $ 1,416.1 Containers and equipment 544.0 536.9 Terminal facilities and other property 57.8 43.2 Vessel construction in progress 170.7 124.5 Other construction in progress 34.4 31.2 Total Property and Equipment 2,230.8 2,151.9 Less: Accumulated Deprecation Total Property and Equipment, net $ 989.0 $ 949.2
Schedule of goodwill	Changes in goodwill for the three and six months ended June 30, 2017 and 2016 consisted of the following: Goodwill Ocean (In millions) Transportation Logistics Total Balance at December 31, 2016 $ 218.5 $ 105.2 $ 323.7 Additions — — — Balance at March 31, 2017 218.5 105.2 323.7 Additions — — — Balance at June 30, 2017 $ 218.5 $ 105.2 $ 323.7 Goodwill Ocean Transportation Logistics Total Balance at December 31, 2015 $ 215.0 $ 26.6 $ 241.6 Additions — — — Balance at March 31, 2016 215.0 26.6 241.6 Additions 3.5 — 3.5 Balance at June 30, 2016 $ 218.5 $ 26.6 $ 245.1
Schedule of intangible assets	June 30, December 31, (In millions) 2017 2016 Customer Relationships: Ocean Transportation $ 140.6 $ 140.6 Logistics 90.1 90.1 Total 230.7 230.7 Less: Accumulated Amortization (27.1) (21.4) Total Customer Relationships, net 203.6 209.3 Trade name - Logistics 27.3 27.3 Total Intangible Assets, net $ 230.9 $ 236.6
Schedule of capital construction fund	June 30, December 31, (In millions) 2017 2016 Capital Construction Fund: Cash on deposit $ — $ 31.2 Assigned accounts receivables $ 175.3 $ 174.7
Schedule of changes in accumulated other comprehensive income (loss) by component, net of tax	Accumulated Non- Other Post Qualified Comprehensive (In millions) Pensions Retirement Plans Other Income (Loss) Balance at December 31, 2016 $ (41.4) $ (4.4) $ (0.4) $ 0.1 $ (46.1) Amortization of prior service cost (0.4) — — — (0.4) Amortization of net loss 0.8 0.1 — — 0.9 Other adjustments — — — 0.2 0.2 Balance at March 31, 2017 (41.0) (4.3) (0.4) 0.3 (45.4) Net gain in prior service costs — — — 0.1 0.1 Amortization of prior service cost (0.3) — — — (0.3) Amortization of net loss 0.8 0.3 0.1 — 1.2 Balance at June 30, 2017 $ (40.5) $ (4.0) $ (0.3) $ 0.4 $ (44.4) Accumulated Non- Other Post Qualified Comprehensive (In millions) Pensions Retirement Plans Other Income (Loss) Balance at December 31, 2015 $ (41.7) $ (4.7) $ (0.2) $ (0.3) $ (46.9) Net gain in prior service costs — 0.7 — — 0.7 Amortization of prior service cost (0.4) — — — (0.4) Amortization of net loss 0.8 0.2 0.1 — 1.1 Other adjustments — — — (0.1) (0.1) Balance at March 31, 2016 (41.3) (3.8) (0.1) $ (0.4) (45.6) Amortization of prior service cost (0.3) — 0.1 — (0.2) Amortization of net loss 0.8 0.2 — — 1.0 Balance at June 30, 2016 $ (40.8) $ (3.6) $ — $ (0.4) $ (44.8)

REPORTABLE SEGMENTS (Tables)

REPORTABLE SEGMENTS (Tables)	6 Months Ended
	Jun. 30, 2017
REPORTABLE SEGMENTS
Schedule of reportable segment information	Three Months Ended Six Months Ended June 30, June 30, (In millions) 2017 2016 2017 2016 Operating Revenue: Ocean Transportation $ 392.7 $ 370.9 $ 762.7 $ 737.0 Logistics (1) 119.8 96.8 224.2 184.9 Total Operating Revenue $ 512.5 $ 467.7 $ 986.9 $ 921.9 Operating Income: Ocean Transportation $ 39.0 $ 33.9 $ 53.5 $ 66.9 Logistics (1) 6.9 2.2 8.8 3.8 Total Operating Income 45.9 36.1 62.3 70.7 Interest expense, net (6.3) (6.5) (12.6) (11.4) Income before Income Taxes 39.6 29.6 49.7 59.3 Income taxes (15.6) (11.6) (18.7) (23.2) Net Income $ 24.0 $ 18.0 $ 31.0 $ 36.1 Logistics operating results include Span Alaska operating results from the date of acquisition on August 4, 2016.

DEBT (Tables)

DEBT (Tables)	6 Months Ended
	Jun. 30, 2017
DEBT
Schedule of debt	At June 30, 2017 and December 31, 2016, the Company’s debt consisted of the following: June 30, December 31, (In millions) 2017 2016 Term Loans: 5.79 %, payable through 2020 $ $ 24.5 3.66 %, payable through 2023 59.3 4.16 %, payable through 2027 55.0 3.37 %, payable through 2027 75.0 3.14 %, payable through 2031 200.0 4.31 %, payable through 2032 37.5 4.35 %, payable through 2044 100.0 3.92 %, payable through 2045 75.0 Title XI Bonds: 5.34 %, payable through 2028 26.4 5.27 %, payable through 2029 28.6 Revolving credit facility 55.0 Capital leases 2.6 Total Debt 753.9 738.9 Less: Current portion (31.8) Total Long-term Debt $ 722.6 $ 707.1

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2017
FAIR VALUE MEASUREMENTS
Schedule of fair value measurement	The carrying value and fair value of the Company’s financial instruments as of June 30, 2017 and December 31, 2016 were 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, 2017 Fair Value Measurements at June 30, 2017 Cash and cash equivalents $ 15.3 $ 15.3 $ 15.3 $ — $ — Variable rate debt 85.0 85.0 — 85.0 — Fixed rate debt 668.9 659.5 — 659.5 — (In millions) December 31, 2016 Fair Value Measurements at December 31, 2016 Cash and cash equivalents $ 13.9 $ 13.9 $ 13.9 $ — $ — CCF - cash on deposit 31.2 31.2 — 31.2 — Variable rate debt 55.0 55.0 — 55.0 — Fixed rate debt 683.9 685.2 — 685.2 —

EARNINGS PER-SHARE (Tables)

EARNINGS PER-SHARE (Tables)	6 Months Ended
	Jun. 30, 2017
EARNINGS PER-SHARE
Schedule of basic and diluted earnings per share	Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Weighted- Per Weighted- Per Average Common Average Common Net Common Share Net Common Share (In millions, except share amounts) Income Shares Amount Income Shares Amount Basic: $ 24.0 43.1 $ 0.56 $ 31.0 43.1 $ 0.72 Effect of Dilutive Securities: 0.2 (0.01) 0.2 — Diluted: $ 24.0 43.3 $ 0.55 $ 31.0 43.3 $ 0.72 Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Weighted- Per Weighted- Per Average Common Average Common Net Common Share Net Common Share (In millions, except share amounts) Income Shares Amount Income Shares Amount Basic: $ 18.0 43.1 $ 0.42 $ 36.1 43.3 $ 0.83 Effect of Dilutive Securities: 0.3 — 0.4 — Diluted: $ 18.0 43.4 $ 0.42 $ 36.1 43.7 $ 0.83

PENSION AND OTHER POST-RETIRE20

PENSION AND OTHER POST-RETIREMENT PLANS (Tables)	6 Months Ended
	Jun. 30, 2017
PENSION AND OTHER POST-RETIREMENT PLANS
Components of net periodic benefit costs (benefit)	The following table provides the components of net periodic benefit cost (benefit) for the Plans for the six months ended June 30, 2017 and 2016: Pension Benefits Other Post-retirement Benefits June 30, June 30, (In millions) 2017 2016 2017 2016 Components of Net Periodic Benefit Cost (Benefit): Service cost $ 1.9 $ 2.0 $ 0.8 $ 0.8 Interest cost 4.8 4.8 1.4 1.4 Expected return on plan assets (6.8) (6.7) — — Amortization of net loss 2.5 2.6 0.6 0.6 Amortization of prior service cost (1.1) (1.1) — — Net periodic benefit cost $ 1.3 $ 1.6 $ 2.8 $ 2.8

BUSINESS COMBINATION (Tables)

BUSINESS COMBINATION (Tables)	6 Months Ended
	Jun. 30, 2017
BUSINESS COMBINATION
Schedule of pro forma financial information	(Unaudited) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, (In millions, except share amount) 2017 2016 2017 2016 Pro Forma Combined: Operating revenue $ 512.5 $ 483.0 $ 986.9 $ 949.5 Net income after income tax expense $ 24.0 $ 19.9 $ 31.0 $ 38.7 Basic Earnings Per-Share: $ 0.56 $ 0.46 $ 0.72 $ 0.89 Diluted Earnings Per-Share: $ 0.55 $ 0.46 $ 0.72 $ 0.89 Weighted-Average Number of Shares Outstanding: Basic 43.1 43.1 43.1 43.3 Diluted 43.3 43.4 43.3 43.7

DESCRIPTION OF THE BUSINESS (De

DESCRIPTION OF THE BUSINESS (Details)	6 Months Ended
	Jun. 30, 2017segmentfacilityitem
DESCRIPTION OF THE BUSINESS
Number of reportable segments | segment	2
Number of owned vessels in fleet | item	21
Number of chartered vessels | item	6
Ocean Transportation | SSAT
DESCRIPTION OF THE BUSINESS
Ownership interest in SSAT (as a percent)	35.00%
Number of terminal facilities on which SSAT provided terminal and stevedoring services on the U.S. West Coast | facility	6
MatNav | SSAT
DESCRIPTION OF THE BUSINESS
Number of terminal facilities on which SSAT provided terminal and stevedoring services on the U.S. West Coast | facility	3

SIGNIFICANT ACCOUNTING POLICI23

SIGNIFICANT ACCOUNTING POLICIES - PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Property and equipment
Cost	$ 2,230.8	$ 2,151.9
Less: Accumulated Depreciation	(1,241.8)	(1,202.7)
Property and equipment, net	989	949.2
Vessels
Property and equipment
Cost	1,423.9	1,416.1
Containers and equipment
Property and equipment
Cost	544	536.9
Terminal facilities and other property
Property and equipment
Cost	57.8	43.2
Vessel construction in progress
Property and equipment
Cost	170.7	124.5
Capitalized Interest
Interest Costs Capitalized	5.5	2.9
Other construction in progress
Property and equipment
Cost	$ 34.4	$ 31.2

SIGNIFICANT ACCOUNTING POLICI24

SIGNIFICANT ACCOUNTING POLICIES - GOODWILL (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2016	Mar. 31, 2016
Goodwill [Line Items]
Balance at the beginning of the period	$ 323.7	$ 323.7	$ 241.6	$ 241.6
Additions	0		3.5
Balance at the end of the period	323.7	323.7	245.1	241.6
Ocean Transportation
Goodwill [Line Items]
Balance at the beginning of the period	218.5	218.5	215	215
Additions	0		3.5
Balance at the end of the period	218.5	218.5	218.5	215
Logistics
Goodwill [Line Items]
Balance at the beginning of the period	105.2	105.2	26.6	26.6
Additions	0
Balance at the end of the period	$ 105.2	$ 105.2	$ 26.6	$ 26.6

SIGNIFICANT ACCOUNTING POLICI25

SIGNIFICANT ACCOUNTING POLICIES - INTANGIBLE ASSETS NET (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Finite-lived Intangible Assets
Total	$ 230.7	$ 230.7
Net Amount	230.9	236.6
Trade Names
Finite-lived Intangible Assets
Indefinite-Lived intangible asset	27.3	27.3
Customer Relationships.
Finite-lived Intangible Assets
Less: Accumulated Amortization	(27.1)	(21.4)
Net Amount	203.6	209.3
Estimated amortization expenses related to intangibles
Net Amount	203.6	209.3
Ocean Transportation | Customer Relationships.
Finite-lived Intangible Assets
Total	140.6	140.6
Logistics | Customer Relationships.
Finite-lived Intangible Assets
Total	$ 90.1	$ 90.1

SIGNIFICANT ACCOUNTING POLICI26

SIGNIFICANT ACCOUNTING POLICIES - CAPITAL CONSTRUCTION FUND (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Mar. 31, 2017	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Accounts receivable, net		$ 198.6		$ 189.5
Cash Deposits Into CCF	$ 0	12.2	$ 12.5
Qualifying withdrawal from CCF	$ 0	43.4	$ 12.5
Eligible Accounts Receivable Assigned to CCF
Accounts receivable, net		$ 175.3		174.7
Long-term Assets | Cash
Capital Construction Fund - cash on deposit				$ 31.2

SIGNIFICANT ACCOUNTING POLICI27

SIGNIFICANT ACCOUNTING POLICIES - ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS (Details) - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2016	Mar. 31, 2016	Jun. 30, 2017	Jun. 30, 2016
Changes in accumulated other comprehensive loss by component, net of taxes
Balance at the beginning of the period		$ 471.5			$ 471.5
Net gain in prior service cost	$ 0.1				0.1	$ 0.7
Amortization of prior service cost	(0.3)		$ (0.2)		(0.7)	(0.6)
Amortization of net loss	1.2		1		2.1	2.1
Other adjustments					0.2	(0.1)
Balance at the end of the period	475.9				475.9
Pensions
Changes in accumulated other comprehensive loss by component, net of taxes
Balance at the beginning of the period	(41)	(41.4)	(41.3)	$ (41.7)	(41.4)	(41.7)
Amortization of prior service cost	(0.3)	(0.4)	(0.3)	(0.4)
Amortization of net loss	0.8	0.8	0.8	0.8
Balance at the end of the period	(40.5)	(41)	(40.8)	(41.3)	(40.5)	(40.8)
Post Retirement
Changes in accumulated other comprehensive loss by component, net of taxes
Balance at the beginning of the period	(4.3)	(4.4)	(3.8)	(4.7)	(4.4)	(4.7)
Net gain in prior service cost				0.7
Amortization of net loss	0.3	0.1	0.2	0.2
Balance at the end of the period	(4)	(4.3)	(3.6)	(3.8)	(4)	(3.6)
Non-Qualified Plans
Changes in accumulated other comprehensive loss by component, net of taxes
Balance at the beginning of the period	(0.4)	(0.4)	(0.1)	(0.2)	(0.4)	(0.2)
Amortization of prior service cost			0.1
Amortization of net loss	0.1			0.1
Balance at the end of the period	(0.3)	(0.4)		(0.1)	(0.3)
Other
Changes in accumulated other comprehensive loss by component, net of taxes
Balance at the beginning of the period	0.3	0.1	(0.4)	(0.3)	0.1	(0.3)
Net gain in prior service cost	0.1
Other adjustments		0.2		(0.1)
Balance at the end of the period	0.4	0.3	(0.4)	(0.4)	0.4	(0.4)
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive loss by component, net of taxes
Balance at the beginning of the period	(45.4)	(46.1)	(45.6)	(46.9)	(46.1)	(46.9)
Net gain in prior service cost	0.1			0.7
Amortization of prior service cost	(0.3)	(0.4)	(0.2)	(0.4)
Amortization of net loss	1.2	0.9	1	1.1
Other adjustments		0.2		(0.1)
Balance at the end of the period	$ (44.4)	$ (45.4)	$ (44.8)	$ (45.6)	$ (44.4)	$ (44.8)

REPORTABLE SEGMENTS (Details)

REPORTABLE SEGMENTS (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)segment	Jun. 30, 2016USD ($)
Segment results
Number of segments | segment			2
Operating Revenue	$ 512.5	$ 467.7	$ 986.9	$ 921.9
Operating Income	45.9	36.1	62.3	70.7
Interest expense, net	(6.3)	(6.5)	(12.6)	(11.4)
Income before Income Taxes	39.6	29.6	49.7	59.3
Income taxes	(15.6)	(11.6)	(18.7)	(23.2)
Net Income	24	18	31	36.1
Operating segments
Segment results
Operating Income	45.9	36.1	62.3	70.7
Intersegment Eliminations
Segment results
Operating Revenue	10.7	1.9	19.4	3.7
Ocean Transportation | Operating segments
Segment results
Operating Revenue	392.7	370.9	762.7	737
Operating Income	39	33.9	53.5	66.9
Logistics | Operating segments
Segment results
Operating Revenue	119.8	96.8	224.2	184.9
Operating Income	$ 6.9	$ 2.2	$ 8.8	$ 3.8

DEBT - SUMMARY (Details)

DEBT - SUMMARY (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Debt
Capital leases	$ 1.7	$ 2.6
Total Debt	753.9	738.9
Less current portion	(31.3)	(31.8)
Total Long-term Debt	722.6	707.1
5.79%, payable through 2020
Debt
Total Debt	$ 21	$ 24.5
Interest rate (as a percent)	5.79%	5.79%
3.66%, payable through 2023
Debt
Total Debt	$ 54.7	$ 59.3
Interest rate (as a percent)	3.66%	3.66%
4.16%, payable through 2027
Debt
Total Debt	$ 52.4	$ 55
Interest rate (as a percent)	4.16%	4.16%
3.37 %, payable through 2027
Debt
Total Debt	$ 75	$ 75
Interest rate (as a percent)	3.37%	3.37%
3.14%, payable through 2031
Debt
Total Debt	$ 200	$ 200
Interest rate (as a percent)	3.14%	3.14%
4.31%, payable through 2032
Debt
Total Debt	$ 36.3	$ 37.5
Interest rate (as a percent)	4.31%	4.31%
4.35%, payable through 2044
Debt
Total Debt	$ 100	$ 100
Interest rate (as a percent)	4.35%	4.35%
3.92%, payable through 2045
Debt
Total Debt	$ 75	$ 75
Interest rate (as a percent)	3.92%	3.92%
5.34%, payable through 2028
Debt
Total Debt	$ 25.3	$ 26.4
Interest rate (as a percent)	5.34%	5.34%
5.27%, payable through 2029
Debt
Total Debt	$ 27.5	$ 28.6
Interest rate (as a percent)	5.27%	5.27%
Revolving Credit Facility
Debt
Total Debt	$ 85	$ 55

DEBT - DESCRIPTION - REVOLVING

DEBT - DESCRIPTION - REVOLVING CREDIT FACILITY (Details) $ in Millions	Jun. 29, 2017	Jun. 30, 2017USD ($)
Revolving Credit Facility
Debt
Maximum borrowing capacity under revolving credit facility		$ 650
Uncommitted option to increase credit facility		250
Debt covenant, required principal amount of priority debt as a percentage of consolidated tangible assets	20.00%
Debt covenant, maximum ratio of aggregate principal amount of priority debt to consolidated tangible assets upon certain events	17.50%
Debt covenant, required principal amount of priority debt (excluding Title XI) as a percentage of consolidated tangible assets	10.00%
Funds available under the revolving credit facility		$ 554.5
Interest rate during period (as a percent)		2.42%
Revolving Credit Facility | Minimum
Debt
Credit facility commitment fee percentage	0.15%
Ratio of consolidated EBITDA to interest expense	3.50
Revolving Credit Facility | Maximum
Debt
Credit facility commitment fee percentage	0.30%
Debt covenant, ratio of debt to consolidated EBITDA	3.25
Debt covenant, ratio of debt to consolidated EBITDA, including specific exceptions	3.75
Standby and commercial letters of credit
Debt
Maximum borrowing capacity under revolving credit facility		$ 100
Standby and commercial letters of credit | Minimum
Debt
Line of credit fees percentage	1.00%
Standby and commercial letters of credit | Maximum
Debt
Line of credit fees percentage	1.75%
Swing Line Loans
Debt
Maximum borrowing capacity under revolving credit facility		$ 50
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | Minimum
Debt
Variable rate margin	1.00%
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | Maximum
Debt
Variable rate margin	1.75%
Base rate | Revolving Credit Facility | Minimum
Debt
Variable rate margin	0.00%
Base rate | Revolving Credit Facility | Maximum
Debt
Variable rate margin	0.75%

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Carrying value
Fair value of financial instruments
Cash and cash equivalents	$ 15.3	$ 13.9
CCF - cash on deposit		31.2
Variable rate debt	85	55
Fixed rate debt	668.9	683.9
Fair Value Measurement
Fair value of financial instruments
Cash and cash equivalents	15.3	13.9
CCF - cash on deposit		31.2
Variable rate debt	85	55
Fixed rate debt	659.5	685.2
Fair Value Measurement | Quoted Prices in Active Markets (Level 1)
Fair value of financial instruments
Cash and cash equivalents	15.3	13.9
Fair Value Measurement | Significant Observable Inputs (Level 2)
Fair value of financial instruments
CCF - cash on deposit		31.2
Variable rate debt	85	55
Fixed rate debt	$ 659.5	$ 685.2

EARNINGS PER-SHARE (Details)

EARNINGS PER-SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Net Income
Net Income, Basic	$ 24	$ 18	$ 31	$ 36.1
Net Income, Diluted	$ 24	$ 18	$ 31	$ 36.1
Weighted Average Common Shares
Basic (in shares)	43.1	43.1	43.1	43.3
Effect of Dilutive Securities (in shares)	0.2	0.3	0.2	0.4
Diluted (in shares)	43.3	43.4	43.3	43.7
Per Common Share Amount
Net income, Basic (in dollars per share)	$ 0.56	$ 0.42	$ 0.72	$ 0.83
Effect of Dilutive Securities (in dollars per shares)	(0.01)
Net income, Diluted (in dollars per share)	$ 0.55	$ 0.42	$ 0.72	$ 0.83

SHARE-BASED COMPENSATION (Detai

SHARE-BASED COMPENSATION (Details) - Time-based and performance-based shares - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Share-based compensation
Shares granted	40,200		296,000
Weighted-average grant date fair value (in dollars per share)	$ 32.09		$ 36.27
Total unrecognized compensation cost	$ 15		$ 15
Unrecognized compensation cost over weighted-average period to be recognized			1 year 7 months 6 days
Selling, general and administrative expenses
Share-based compensation
Total stock-based compensation cost	$ 2.3	$ 3.4	$ 4.9	$ 6.2

PENSION AND OTHER POST-RETIRE34

PENSION AND OTHER POST-RETIREMENT PLANS - COMPONENTS OF NET PERIODIC BENEFIT COST (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Pension Benefits
Components of Net Periodic Benefit Costs:
Service cost	$ 1.9	$ 2
Interest cost	4.8	4.8
Expected return on plan assets	(6.8)	(6.7)
Amortization of net loss	2.5	2.6
Amortization of prior service cost	(1.1)	(1.1)
Net periodic benefit cost	1.3	1.6
Defined Benefit Pension Plan Contributions
Employer contribution	3
Estimated future contributions to be made during the year	0
Other Post-retirement Benefits
Components of Net Periodic Benefit Costs:
Service cost	0.8	0.8
Interest cost	1.4	1.4
Amortization of net loss	0.6	0.6
Net periodic benefit cost	$ 2.8	$ 2.8

BUSINESS COMBINATION - CONSIDER

BUSINESS COMBINATION - CONSIDERATION PAID (Details) - Span Alaska - USD ($) $ in Millions	Aug. 04, 2016	Jun. 30, 2017	Jun. 30, 2017
Business acquisition
Percentage interest acquired	100.00%
Total cash consideration
Membership interests	$ 117
Total debt assumed	81.9
Total payments	198.9
Assets acquired and liabilities assumed
Unallocated purchase price recorded as goodwill	$ 78.6
Condensed Consolidated Statements of Income and Comprehensive Income
Operating revenue		$ 16.2	$ 28.8
Intercompany revenue elimination		8.3	14.4
Operating Income		$ 4.9	$ 5.9

BUSINESS COMBINATION - PROFORMA

BUSINESS COMBINATION - PROFORMA (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Pro-forma Combined
Operating revenue	$ 512.5	$ 483	$ 986.9	$ 949.5
Net income	$ 24	$ 19.9	$ 31	$ 38.7
Basic Earnings Per Share (in dollars per share)	$ 0.56	$ 0.46	$ 0.72	$ 0.89
Diluted Earnings Per Share (in dollars per share)	$ 0.55	$ 0.46	$ 0.72	$ 0.89
Weighted Average Number of Shares Outstanding:
Basic	43.1	43.1	43.1	43.3
Diluted	43.3	43.4	43.3	43.7