8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2006

HORIZON LINES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-32627	74-3123672
(State or Other Jurisdiction of Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4064 Colony Road, Suite 200

Charlotte, North Carolina 28211

(Address of Principal Executive Offices, including Zip Code)

(704) 973-7000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

ITEM 7.01. REGULATION FD DISCLOSURE

The disclosure contained in Item 8.01 is incorporated herein by reference.

ITEM 8.01 OTHER EVENTS

The 2006 annual meeting of stockholders of Horizon Lines, Inc. (the “Company”) was held on June 5, 2006. At the meeting, the stockholders voted to reelect three members of the Company’s Board of Directors, John K. Castle, Ernie L. Danner and James G. Cameron, as Class I directors, to serve for three-year terms or until their successors are duly elected and qualified.

In addition, at the meeting, stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 24, 2006.

Also, at the meeting, members of the Company’s senior management team delivered a slide presentation. A copy of the presentation, together with a reconciliation to GAAP of certain non-GAAP financial measures included therein, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference as if fully set forth herein.

SAFE HARBOR STATEMENT

The discussion of our results of operations and financial condition contained in this Current Report on Form 8-K should be read in conjunction with our financial statements and notes thereto included in our filings made with the SEC. This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “projects,” “likely,” “will,” “would,” “could” and similar expressions or phrases identify forward-looking statements.

All forward-looking statements involve risks and uncertainties. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.

Factors that may cause actual results to differ from expected results include: our substantial debt; restrictive covenants under our debt; decreases in shipping volumes; our failure to renew our commercial agreements with Maersk; rising fuel prices; labor interruptions or strikes; job-related claims; liability under multiemployer pension plans; compliance with safety and environmental protection and other governmental requirements; new statutory and regulatory directives in the United States addressing homeland security concerns; the successful start-up of any Jones Act competitor; increased inspection procedures and tight import and export controls; restrictions on foreign ownership of our vessels; repeal or substantial amendment of the Jones Act; escalation of insurance costs; catastrophic losses and other liabilities; the arrest of our vessels by maritime claimants; severe weather and natural disasters; our inability to exercise our purchase options for our chartered vessels; the aging of our vessels; unexpected substantial drydocking costs for our vessels; the loss of our key management personnel; actions by our controlling stockholder; and legal or other proceedings to which we are or may become subject.

In light of these risks and uncertainties, expected results or other anticipated events or circumstances discussed in this Current Report on Form 8-K might not occur. We undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

NON-GAAP FINANCIAL MEASURES

This Current Report on Form 8-K includes the financial measures EBITDA, adjusted EBITDA, adjusted operating income, and adjusted net income which are non-GAAP financial measures. EBITDA is defined as net income plus interest expense, net, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to exclude unusual items and certain other adjustments. Adjusted operating income is defined as operating income adjusted to exclude unusual items. Adjusted net income is defined as net income adjusted to exclude unusual items. We acknowledge that there are limitations when using EBITDA, adjusted EBITDA, adjusted operating income or adjusted net income. EBITDA, adjusted EBITDA, adjusted operating income and adjusted net income are not recognized terms under GAAP and do not purport to be alternatives to operating income as a measure of operating performance, to net income as a measure of earnings or to cash flows from operating activities as a measure of liquidity. Additionally, EBITDA, adjusted EBITDA, adjusted operating income and adjusted net income are not intended to be measures of free cash flow for management’s discretionary use, as they do not consider certain cash requirements such as tax payments and debt service requirements. Because all companies do not use identical calculations, these presentations of EBITDA, adjusted EBITDA, adjusted operating income, and adjusted net income may not be comparable to other similarly titled measures of other companies.

ITEM 9.01. EXHIBITS

(d) The following exhibits are being furnished herewith:

99.1    Presentation dated June 5, 2006.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HORIZON LINES, INC.
	(Registrant)
Date: June 9, 2006	By:	/S/    M. MARK URBANIA
		M. Mark Urbania
		Senior Vice President, Chief Financial Officer
		and Assistant Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Presentation dated June 5, 2006

EX-99.1

®

2006 Annual Meeting

June 5, 2006

Exhibit 99.1

2

2005 –

The Year in Review

Strong year for Horizon Lines

Record operating revenue and earnings

Successfully conducted an IPO

Significant vessel and container fleet investments

Senior management team further strengthened

Company again recognized for service excellence

3

980.3

1,096.2

900.0

950.0

1,000.0

1,050.0

1,100.0

2004

2005

Year

Operating Revenue and Adjusted EPS

Operating Revenue

0.17

0.65

0.00

0.10

0.20

0.30

0.40

0.50

0.60

0.70

2004

2005

Year

Adjusted EPS

4

17 quarters of continuous earnings growth

Expanded market share through volume and rate growth in a competitive environment

Minimal service disruptions with 99.3% ready-to-sail status

Performed consistently during recent recessions, hurricanes and West Coast port lockout

Have increased management depth over the years

$5

$9

$11

$18

$28

$32

$13

$17

$21

$30

$34

$23

$31

$35

$41

$46

$18

$21

$22

$29

$36

$59

$78

$89

$118

$144

$0

$50

$100

$150

EBITDA

(1)

Growth ($ millions)

Q1

Q2

Q3

Q4

FY

11.3% revenue CAGR and 24.9% EBITDA CAGR from 2001 to 2005

(1) Adjusted EBITDA equal to EBITDA plus non-recurring items, management fees, and restricted stock compensation charges

5

2005 Puerto Rico Tradelane

Highlights

Stable competitive environment and stable market share

Continued solid rate recovery program

Offset escalating fuel costs with appropriate recovery surcharges

Local fiscal deficit concerns dampen economic growth

Incremental gains in targeted high margin segments

Ongoing investment in terminal development

6

2005 Alaska Tradelane

Highlights

Stable competitive environment with growth in market share

Continued offset of cost increases with rate increases

Offset escalating fuel costs with appropriate recovery surcharges

Deployment of a third sailing in the heavy summer season

Strong economy driven by oil revenues

7

2005 Hawaii/Guam Tradelane

Highlights

Construction and Military spending fuel market growth

New Refrigerated Equipment supports increase in Reefer share

Automobile volume replaced with higher margin cargo

Service Reliability recognized by most demanding customers

Terminal Efficiency yields “Best in Class”

service levels

8

First Quarter 2006 Highlights

2006 off to a great start

Strong operating revenue and earnings

New vessel initiative commenced

Container fleet investments continue

Company again recognized for service excellence

9

Fleet enhancement value proposition

Lease five new non-Jones Act vessels through prudent use of capital

Employ new non-Jones Act vessels in Guam/Asia trade

Redeploy existing Jones Act vessels to Hawaii and Puerto Rico

Optimize fleet

deployment

Pursue future growth opportunities in Hawaii/Guam and Puerto Rico

Reduce operating costs through improved vessel network efficiency

Extend Maersk relationship until 2010

Lower overall active fleet age by 11 years from 31 years to 20 years

Improve

operating

platform

Generate increased pro-forma EBITDA and operating cash flow

after initial phase-in costs

Create revenue upside potential from surplus Jones Act vessels

Increase future

profitability

10

Proforma

EBITDA impact of fleet enhancement strategy

Proforma

EBITDA expansion

Upside potential for surplus Jones Act vessels

Coastwise service or additional Jones Act service

Charter possibilities

Relief vessels during existing vessel drydock

periods

Spare vessel capacity for peak volume surges

Increased revenue from Maersk, Hawaii/Guam & Puerto Rico

Operating cost savings from four idled vessels

Operating costs of five new container vessels

Lease expense on five new container vessels

+

+

-

-

+

+

+

+

11

2006 Significant Events

Now have “first call”

into Guam creating new opportunities

Flexed capacity to Puerto Rico to match current demand scenario

Focus on Operating Efficiencies (“The Edge”)

Continuation of seasonal sailing to Alaska protects market position

Honolulu Terminal expansion prepares for new vessel arrival in 2007

Reconciliation of net income to EBITDA

(in thousands)

	Q1																	Q2												Q3
	2001			2002			2003			2004			2005			2006		2001			2002		2003		2004		2005			2001			2002		2003		2004		2005
Net income (loss)	$	(3,191	)	$	954		$	(162	)	$	(536	)	$	(8,173	)	$	2,366	$	4,140		$	5,227	$	3,021	$	7,981	$	(2,494	)	$	10,085		$	13,666	$	11,319	$	11,333	$	3,239
Interest expense,net		2,316			453			1,529			3,528			12,852			11,720		170			434		3,981		3,462		13,386			1,035			634		3,827		8,443		12,933
Income tax expense (benefit)		(1,785	)		(1,242	)		202			(338	)		(841	)		1,771		2,348			2,834		1,862		4,901		1,067			5,625			8,398		6,976		7,605		2,205
Depreciation and amortization		9,293			8,616			9,176			14,712			16,691			15,917		7,649			8,021		10,987		13,286		17,294			8,032			8,540		10,612		10,933		16,900
EBITDA		6,633			8,781			10,744			17,366			20,528			31,774		14,307			16,516		19,851		29,630		29,253			24,777			31,238		32,735		38,313		35,278
Merger related expenses								634																1,129		425		189								1,592		2,076
Management fees											123			750												123		750								125		635		8,199
ILWU Lockout
Equipment lease-Maersk		(1,600	)																(1,600	)											(1,600	)
Compensation charges														6,411														4,000												1,627
Initial Public Offering related expenses																																								1,743
Loss on extinguishment of debt
Adjusted EBITDA	$	5,033		$	8,781		$	11,378		$	17,489		$	27,689		$	31,774	$	12,707		$	16,516	$	20,980	$	30,178	$	34,192		$	23,177		$	31,238	$	34,452	$	41,024	$	46,847

	Q4													Full Year
	2001			2002		2003		2004			2005			2001			2002		2003		2004		2005
Net income (loss)	$	7,393		$	2,596	$	935	$	(5,217	)	$	(10,894	)	$	18,428		$	22,443	$	15,113	$	13,561	$	(18,321	)
Interest expense,net		253			387		4,080		14,134			12,186			3,774			1,908		13,417		29,567		51,357
Income tax expense (benefit)		3,629			1,943		575		(3,729	)		(1,992	)		9,816			11,933		9,615		8,439		439
Depreciation and amortization		8,709			8,885		15,677		22,500			16,022			33,682			34,062		46,452		61,431		66,907
EBITDA		19,984			13,811		21,267		27,689			15,322			65,701			70,346		84,597		112,998		100,381
Merger related expenses							932		433			268			—			—		4,287		2,934		457
Management fees							125		1,323						—			—		250		2,204		9,699
ILWU Lockout					7,200										—			7,200		—		—		—
Equipment lease-Maersk		(1,600	)												(6,400	)		—		—		—		—
Compensation charges												6,914			—			—		—		—		18,952
Initial Public Offering related expenses															—			—		—		—		1,743
Loss on extinguishment of debt												13,154			—			—		—		—		13,154
Adjusted EBITDA	$	18,384		$	21,011	$	22,324	$	29,445		$	35,658		$	59,301		$	77,546	$	89,134	$	118,136	$	144,386

Reconciliation of Net Income (Loss) to Adjusted Net Income Per Share

(in thousands, except share amounts and earnings per share)

	Twelve Months ended December 26, 2004			Year ended December 25, 2005
Net Income (loss)	$	13,561		$	(18,321	)
Purchase price accounting depreciation and amortization		(7,255	)
Stock compensation expense		1,765			19,291
Management fees		2,204			9,698
Transaction related expenses		1,079			2,100
Loss on extinguishment of debt		—			13,154
Interest expense reduction (increase)		(10,687	)		8,780
Tax impact		4,906			(13,000	)
Total adjustments		(7,988	)		40,023
Adjusted Net income	$	5,573		$	21,702
Proforma Shares outstanding		33,544,170			33,544,170
Adjusted Net income per share	$	0.17		$	0.65