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): July 21, 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

On July 21, 2006, Horizon Lines, Inc. will deliver a securities analyst presentation that includes the slides filed as Exhibit 99.1 to this Current Report on Form 8-K, which are incorporated herein by reference as if fully set forth herein.

SAFE HARBOR STATEMENT

The information contained in this Current Report on Form 8-K should be read in conjunction with 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.

2

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description
99.1*	Analyst Presentation dated July 21, 2006.

* Filed herewith.

3

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: July 21, 2006	By:	/s/ M. Mark Urbania
		M. Mark Urbania
		Senior Vice President, Chief Financial Officer and Assistant Secretary

4

EX-99.1

Analyst’s Day

Charlotte, NC

July 21, 2006

Exhibit 99.1

2

Agenda

Introduction and Overview

TP1 Fleet Enhancement Initiative

HL Edge Cost Savings Initiative

TP1

and

HL

Edge

2007

–

2012

Estimated

Earnings

Impact

3

Forward-Looking Statements

Risks, Uncertainties, Other Factors with Respect to “Forward-Looking

Statements:”

Certain statements contained in this presentation constitute “forward-

looking statements”

within the meaning of the Private Securities

Litigation Reform Act of 1995.  Such statements that are not of

historical

fact

constitute

“forward-looking

statements”

and,

accordingly, involve estimates, assumptions, judgments and

uncertainties.  There are a number of factors that could cause actual

results or outcomes to differ materially from those addressed in

the

“forward-looking

statements”.

Such

factors

are

detailed

in

the

Horizon Lines, Inc.’s final prospectus filed with the Securities and

Exchange Commission on June 12, 2006.

4

INTRODUCTION AND OVERVIEW

CHUCK RAYMOND

5

Horizon Lines History

1956 –

Sea-Land pioneered container shipping

1969 –

Sea-Land acquired by R.J. Reynolds

1984 –

Sea-Land becomes a public company

1986 –

CSX purchases Sea-Land

1999 –

Sale of Sea-Land international business to Maersk and formation of   

CSX Lines

2003 –

CSX sells CSX Lines to The Carlyle Group and name changed to

Horizon Lines

2004 –

Horizon Lines purchased by Castle Harlan

2005 –

Horizon Lines conducts an initial public offering

2006 –

Horizon Lines conducts a secondary public offering

6

$42

$59

$78

$89

$118

$144

2000

2001

2002

2003

2004

2005

$703

$715

$804

$886

$980

$1,096

2000

2001

2002

2003

2004

2005

Strong Operating Performance

Revenue

Adjusted EBITDA

(1)

(1) Adjusted EBITDA equal to EBITDA plus non-recurring items,

management fees, and restricted stock compensation charges

13.2%

12.1%

10.0%

9.6%

8.3%

6.0%

($ millions)

($ millions)

EBIDTA Margin

7

Core market initiatives will drive growth

Building season has grown to include

March and November, which has led

to a 10% asset utilization increase

Establishment of military Striker

brigade in Alaska

Alaska gas pipeline construction

activity

Higher margin backhaul

pharmaceutical cargo

Port infrastructure investments

leading to higher port management

revenue

Vessel redeployment will add

incremental capacity with newer

larger vessels enjoying better

operating efficiencies

Improving rate environment

Higher margin reefer cargo

Increased port infrastructure investments will result in an additional 40%

throughput capacity

Significant military construction in Hawaii will result in increased demand for

our services

DoD

plans for added Marine, Navy and Air Force presence in Guam will drive

dramatic increases in cargo

Cost savings will be achieved through direct hire of labor for stevedoring

operations

Alaska

Hawaii/Guam

Puerto Rico

1

8

TP1 FLEET ENHANCEMENT INITIATIVE

JOHN KEENAN

9

TP1 Project Objectives

Acquire new vessels suitable for Guam/Asia trade employing a prudent use

of capital while redeploying existing vessels to other Jones Act

trades

Extend existing Maersk agreement to December 2010 by meeting their

needs for more capacity on the Transpacific Eastbound service

Add vessel capacity and improve service scope to Hawaii/Guam and

Puerto

Rico trades

Improve network cost structure in Puerto Rico

Reduce overall average age of active fleet by 11 years

Generate increased pro forma EBITDA and operating cash flow of

approximately $28 million per year on average over 10 years after initial

start-up costs and phase-in period

10

Summary of TP1 Initiative

Horizon Lines charters five US flag, foreign-built vessels deployed in a

modified TP1 service (non-Jones Act)

2,824 TEU nominal capacity, 23 knot service speed

Two of the five Jones Act vessels displaced from TP1 deployed in

a new

Pacific Northwest (PNW) service maintaining Jones Act Hawaii service

currently covered by the TP1 service.

The remaining vessels will be redeployed through the Horizon Lines

network to add more capacity to the California Hawaii Express (CHX) and

Puerto Rico vessels and provide a larger drydock

replacement ship

At least two Jones Act qualified ships (C7-class about 600 FEU) will be

available to provide an intra-coastal service.

Timing of the TP1 upgrade will be by the middle of 2007

11

Pro-forma EBITDA Impact of TP1 Fleet Initiatives

Pro forma EBITDA 10-year average annual impact -

$28 million

+

Increased revenue from Maersk, Hawaii/Guam & Puerto Rico

+

Operating cost savings from four replaced vessels

-

Operating costs of five new container vessels

-

Lease expense on five new container vessels

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

12

Vessels Delivery and Phase-In Dates

TP1 ship delivery dates.

March 2007

Horizon Tiger

May 2007

Horizon Falcon

April 2007

Horizon Eagle

March 2007

Horizon Hawk

November 2006

Horizon Hunter

Current Outlook

Targeted 2007 phase-in dates:

March –

Commencement of TP1 ex Asia

April –

Start PNW (TAC-OAK-HONO) service

May –

Last new TP1 vessel deployed ex Asia

Third Quarter –

First C8 to Puerto Rico

13

Deployment Change Impact Recap

String

# Ships

Capacity

# Ships

Capacity

# Ships

Capacity

Hawaii/Guam

CHX

2

863

2

1,025

-

163

PNW

-

-

2

975

2

975

TP1

5

995

5

1,200

-

205

MWX TSA

-

140

-

140

-

-

Total

7

1,998

9

3,340

2

1,343

Capacity Allocation

Hawaii

1,748

2,140

393

Guam

250

1,200

950

Total

1,998

3,340

1,343

Puerto Rico (*Seasonal)

NAX

1

650

1

900

-

250

SAX

1

650

1

900

-

250

JAX

1

570

1

700

-

130

MJX  (*)

1

570

-

-

(1)

(570)

GAX

1

395

1

415

-

21

Total

5

2,835

4

2,915

(1)

81

Notes:

1)

Capacity outlined as estimated average weekly effective capacity in FEU (equivalent to Loads)

2)

Puerto Rico reflects seasonal deployment with MJX service and does not reference TSA with SSL

3)

Jones-Act qualified ships redeployed from TP1 could be redeployed to different tradelanes

Current

Proposed

Change

14

TP1 Vessel Replacement Initiative

Current Vessel Deployment

Anchorage

Kodiak

Tacoma

D7 –

TEU

1,668

Fairbanks

C6 Vessel

TEU 1,476

Seasonal

Trader C8 –

TEU 2,386

Pacific C8 –TEU 2,407

Enterprise C8 –TEU 2,407

Spirit C9 –TEU 2,653

Reliance C9 –

TEU 2,653

Navigator

C8 –

TEU

2,386

Consumer

SL18 –

TEU

1,751

Producer

SL18 –

TEU

1,751

Hawaii

C6 –

TEU

1,420

Discovery

C7 –

TEU 1,442

Challenger

C7 –

TEU

1,424

Crusader

C7 Vessel

TEU –

1,376

Spare Vessels

15

TP1 Vessel Replacement Initiative

Fairbanks

1,476 TEU

C6 Vessel

Seasonal

Hunter

Hawk

Tiger

Panther

Cougar

D8 -

Hunter Class

TEU –

2,824

Pacific

Enterprise

C8 –TEU 2,407

Spirit

Reliance

C9 –TEU 2,653

Consumer

SL18 Vessel

TEU –

1,751

Navigator

C8 –TEU

2,386

Discovery

C7 Vessels

TEU –

1,442

Challenger

C7 Vessel

TEU –

1,424

Crusader

C7 Vessel

TEU –

1,376

Producer

SL18 –TEU

1,751

Hawaii

C6 –TEU

1,420

Spare Vessels

Anchorage

Kodiak

Tacoma

D7 –TEU 1,668

Trader

C8 –TEU 2,386

Pacific Northwest (PNW)

Fairbanks

C6 Vessel

TEU 1,476

Seasonal

Proposed Vessel Deployment

16

TP1 2007 Phase-In –

Estimated Earnings Impact

($ in Millions)

1st Quarter

2nd Quarter

3rd Quarter

4th Quarter

Total

Phase-In Impact

  Network Costs

(3)

$              

(4)

$              

(1)

$              

-

$            

(8)

$            

  Network Benefits

7

1

-

-

8

Total Phase-In Cost (Increase/Decrease)

4

(3)

(1)

-

-

Ramp-Up Impact

  Revenue Impact

-

5

8

10

23

Cost Impact

  Cost Added for Five Foreign Vessels

-

(20)

(25)

(25)

(70)

  Less: Vessel Cost & Fuel Savings

-

4

14

14

32

Total Cost Impact

-

(16)

(11)

(11)

(38)

Total Ramp-Up Cost (Increase/Decrease)

-

(11)

(3)

(1)

(15)

Incremental EBITDA

4

$                

(14)

$            

(4)

$              

(1)

$              

(15)

$          

17

TP1 2008-2017 Estimated Earnings Impact

$

28

$

30

$

24

$

18

$

11

$

(2)

Incremental Operating Income/EBITDA Impact

(37)

(37)

(36)

(37)

(35)

(36)

Net Cost (Increase) / Decrease

6

6

6

6

6

6

Other Network Cost Impact

63

60

62

62

62

59

Operating Cost Saved on Replaced Vessels

(32)

(32)

(32)

(33)

(32)

(32)

Incremental Lease Expense

(74)

(71)

(72)

(72)

(71)

(69)

Operating Cost for 5 New Vessels

Incremental Network Cost

$

65

$

67

$

60

$

55

$

46

$

34

Incremental Revenue

Average

Years 1-10

2012

2011

2010

2009

2008

($ in Millions)

18

HL EDGE COST SAVINGS INITIATIVE

JOHN HANDY

19

HL Edge Project Introduction

Mission / Vision

Working together to realize better ways to more efficiently serve our

customers and add value to our organization.

Project Structure

Utilizing a team of dedicated Horizon Lines employees along with

Celerant

Consulting Inc. for project implementation. 

The project implementation started in May 2006 and will end in 2008.

20

Project EDGE Team Structure

Executive Steering Team

Project

Management

Sales and

Marketing

Supply

Chain

Port

Operations

Performance

Management

Information

Technology

John Orton

Danielle Miller

Pete Bunero 

Rodney Walton

Richard Nesmith

Barbara Blanton (HG)

Eric Britten (ANC)

Tolga Cankurtaran (SJU)

Doug Lapham (ANC)

Javier Lojo (SJU)

Juan Olbrich (SJU)

Jon Bartnick (HG)

Jose Gonzalez (SJU)

Bob Burlando

Existing Horizon Team

PMO

Team Lead: John Handy

EST Members: Chuck Raymond, Mark Urbania,

John Keenan, Brian Taylor

Celerant:  Richard Morgan/Joe Perovich

Sai Nori

Leo Leblanc

Multiple Horizon

Scott Fernandez

Richard Kwok

Support

Core

21

Biographical Info –

Horizon EDGE Team Members

•

Team Leader:  Scott Fernandez

–

most recently, Regional Sales Manager –

East

Coast;  experience in operations and sales;  Coast Guard licensed vessel officer;

MBA

•

Sales & Mktg sub-team:  John Orton

–

most recently marketing manager for Puerto

Rico trade;  previously, manager-strategic planning;  Kings Pointer with MBA

•

Supply Chain sub-team:  Pete Bunero

–

most recently manager-financial reporting;

previous experience includes various assignments in finance, equipment and inland.

MBA

Rodney Walton

–

most recently operations manager –

Long Beach terminal; 

previous experience includes trucking operations manager and shift manager. MBA

•

Port Operations sub-teams:  Barbara Blanton

–

most recently Terminal Manager –

Elizabeth, NJ;  previous experience in documentation, and all phases of operations

Eric Britten

–

most recently manager –

Business Planning & Dev-AK;  previous

experience includes work on Balanced Score Card & Operations & sales. BA in

Urban Economics and Risk Management

Tolga Cankurtaran

–

most recently manager –

strategic planning; MBA

•

PMO sub-team:

Sai Nori

–

most recently, manager-Applications Architecture;  10

years experience in I/T;  MBA

•

Performance Mgt sub-team:  Bob Burlando

–

most recently director-procurement; 

previous experience in finance, equipment, inland, I/T and quality;  Kings Pointer and

MBA

22

HL Edge –

Our Partner, Celerant

Founded in 1987

More than 550 professionals

worldwide

$150 million in 2005 revenues

38% average annual revenue growth

over last 10 years

Work globally where clients are

located

More than 900 projects completed in

44 countries

More than 60% repeat business

North American headquarters in

Boston with major operations in the US

and Europe

N. America

& Canada

UK

Paris

Düsseldorf

Norway

Corporate

Operational

on a global basis

23

HL Edge Project Overview

Sales & Marketing

Improve Account Plan/Sales Force management practices and implement

customer relationship management tools/techniques to align resources for

improved customer profitability

Supply Chain Management

Refine operations planning process and integrate with Sales forecasts to control

inland transportation costs

Optimize container network management for improved inventory turns for all

major ports and yards

Integrate Sales & Operations planning tools for improved carrier

performance

management

Information Technology

Implement project management controls to optimize IT spend

Port Operations

Improve cost controls, increase productivity, and standardize management

measures for all locations

Order Fulfillment

Streamline order processing to reduce rework

24

HL Edge Cost Savings Target Opportunities

Opportunity

Description

2005

Baseline

($m)

Fuel

Improve on-time departures

137

$      

Reduce Ancillary Stevedoring

Improve maintenance management

Marine productivity

Maintenance Improvements

Operating Cost

Improve labor productivity e.g. back office

processes, pricing, etc.

62

Preferred Carrier, Scheduling

Reduce REPO Costs (Trucks/Rail)

Container Detention and

Demurrage

Reduce Maersk Detention, Demurrage, and

Improve Collection from Customers

Margin Improvement

Improve Produce Mix and Container Utilization

550

TOTAL

922

$      

On-Time Vessel Departure

Improve Order Management, Marine

Productivity and Equipment Reliability

62%

Carrier Management

82

Domestic Ports

32

Offshore Ports

59

25

HL Edge Project Estimated Cost Savings Target -

2007

$

13

$

6

$

4

$

2

$

1

Net Benefits

(6)

(1)

(1)

(2)

(2)

One-Time Costs

$

19

$

7

$

5

$

4

$

3

Permanent Cost Savings

Total

4

Quarter

3rd

Quarter

2

Quarter

1

Quarter

($ in Millions)

st

nd

th

26

HL Edge Estimated Cost Saving Targets –

2008 & Beyond

$

40

Total Savings

5

Margin Improvements

8

Port Operations Costs

$

27

Container / Transportation / Order Management Costs

2008 &

Beyond

($ in Millions)

27

TP1 AND HL EDGE

2007 –

2012 ESTIMATED EARNINGS IMPACT

MARK URBANIA

28

TP1 and HL Edge 2007 Estimated Earnings Impact

$

(2)

$

5

$

-

$

(12)

$

5

Total

13

6

4

2

1

HL Edge

$

(15)

$

(1)

$

(4)

$

(14)

$

4

TP1

Total

4

Quarter

3

Quarter

2

Quarter

1

Quarter

($ in Millions)

nd

th

rd

th

29

TP1 and HL Edge 2008 -

2012 Estimated Earnings Impact

$

70

$

64

$

58

$

51

$

38

Total

40

40

40

40

40

HL Edge

$

30

$

24

$

18

$

11

$

(2)

TP1

2012

2011

2010

2009

2008

($ in Millions)

31

Reconciliation of net income to EBITDA

(in thousands)

	Full Year
	2000			2001			2002		2003		2004		2005
Net income (loss)	$	(5,300	)	$	18,428		$	22,443	$	15,113	$	13,561	$	(18,321	)
Interest expense, net		8,228			3,774			1,908		13,417		29,567		51,357
Income tax expense (benefit)		(2,805	)		9,816			11,933		9,615		8,439		439
Depreciation and amortization		32,138			33,682			34,062		46,452		61,431		66,907
EBITDA		32,261			65,701			70,346		84,597		112,998		100,381
Merger related expenses		—			—			—		4,287		2,934		457
Lease expense buyout		16,141			—			—		—		—		—
Management fees		—			—			—		250		2,204		9,699
ILWU Lockout		—			—			7,200		—		—		—
Equipment lease-Maersk		(6,500	)		(6,400	)		—		—		—		—
Compensation charges		—			—			—		—		—		18,952
Initial Public Offering related expenses		—			—			—		—		—		1,743
Loss on extinguishment of debt		—			—			—		—		—		13,154
Adjusted EBITDA	$	41,902		$	59,301		$	77,546	$	89,134	$	118,136	$	144,386