Filed by Bowne Pure Compliance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark one)


þ		Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 24, 2007


o		Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 001-32627

HORIZON LINES, INC.

(Exact name of registrant as specified in its charter)


Delaware		74-3123672
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4064 Colony Road, Suite 200, Charlotte, North Carolina		28211
(Address of principal executive offices)		(Zip Code)

(704) 973-7000
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of July 25, 2007, 33,717,867 shares of common stock, par value $.01 per share, were outstanding.

PART I. FINANCIAL INFORMATION

1. Financial Statements

Horizon Lines, Inc.
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except per share data)


	June 24,			December 24,
	2007			2006(1)
Assets
Current assets
Cash	$	19,134		$	93,949
Accounts receivable, net of allowance of $6,066 and $4,972 at June 24, 2007 and December 24, 2006, respectively		145,211			120,732
Deferred tax asset		9,435			11,586
Prepaid vessel rent		6,839			1,163
Materials and supplies		27,584			24,658
Other current assets		8,614			7,103


Total current assets		216,817			259,191
Property and equipment, net		181,154			188,652
Goodwill		306,724			306,724
Intangible assets, net		155,984			167,882
Other long-term assets		31,424			22,580


Total assets	$	892,103		$	945,029


Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	22,518		$	28,322
Current portion of long-term debt		1,987			6,758
Accrued vessel rent		—			25,426
Other accrued liabilities		98,449			101,122


Total current liabilities		122,954			161,628
Long-term debt, net of current		482,771			503,708
Deferred tax liability		27,823			31,339
Deferred rent		33,767			36,003
Other long-term liabilities		8,814			4,074


Total liabilities		676,129			736,752


Stockholders’ equity
Common stock, $.01 par value, 50,000 shares authorized and 33,636 and 33,591 shares issued and outstanding as of June 24, 2007 and December 24, 2006, respectively		336			336
Additional paid in capital		181,571			179,599
Accumulated other comprehensive loss		(961	)		(1,011	)
Retained earnings		35,028			29,353


Total stockholders’ equity		215,974			208,277


Total liabilities and stockholders’ equity	$	892,103		$	945,029


(1)		The balance sheet at December 24, 2006 has been derived from the audited financial statements of Horizon Lines, Inc.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Horizon Lines, Inc.
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)


	Quarters Ended						Six Months Ended
	June 24, 2007			June 25, 2006			June 24, 2007			June 25, 2006
Operating revenue	$	295,701		$	289,847		$	569,365		$	564,781
Operating expense:
Operating expense (excluding depreciation expense)		234,447			224,423			452,128			444,347
Depreciation and amortization		12,583			12,592			26,050			25,095
Amortization of vessel dry-docking		4,559			4,557			8,319			7,971
Selling, general and administrative		21,510			24,772			43,403			47,694
Miscellaneous (income) expense, net		(303	)		1,084			81			1,383


Total operating expense		272,796			267,428			529,981			526,490


Operating income		22,905			22,419			39,384			38,291
Other expense (income):
Interest expense, net		11,663			12,304			22,876			24,024
Loss on early extinguishment of debt		564			—			564			—
Other expense (income), net		25			(201	)		23			(186	)


Income before income tax expense (benefit)		10,653			10,316			15,921			14,453
Income tax expense (benefit)		1,093			3,915			(691	)		5,686


Net income	$	9,560		$	6,401		$	16,612		$	8,767


Net income per share:
Basic	$	0.28		$	0.19		$	0.49		$	0.26
Diluted	$	0.28		$	0.19		$	0.49		$	0.26

Number of shares used in calculations:
Basic		33,635			33,544			33,624			33,544
Diluted		34,312			33,621			34,253			33,587

Dividends declared per common share	$	0.11		$	0.11		$	0.22		$	0.22

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Horizon Lines, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)


	Six Months Ended
	June 24,			June 25,
	2007			2006
Cash flows from operating activities :
Net income	$	16,612		$	8,767
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation		16,270			15,314
Amortization of other intangible assets		9,780			9,781
Amortization of vessel dry-docking		8,319			7,971
Amortization of deferred financing costs		1,586			1,596
Deferred income taxes		(1,365	)		5,220
Gain on equipment disposals		(354	)		(465	)
Stock-based compensation		1,169			384
Loss on early extinguishment of debt		564			—
Accretion of interest on 11% senior discount notes		4,928			4,489
Changes in operating assets and liabilities
Accounts receivable		(24,478	)		(14,781	)
Materials and supplies		(3,376	)		1,613
Other current assets		(1,514	)		(766	)
Accounts payable		(5,804	)		980
Accrued liabilities		(8,141	)		479
Vessel rent		(33,339	)		(6,428	)
Vessel dry-docking payments		(9,064	)		(12,129	)
Other assets/liabilities		(795	)		(2,634	)


Net cash (used in) provided by operating activities		(29,002	)		19,391


Cash flows from investing activities:
Purchases of property and equipment		(10,377	)		(7,218	)
Proceeds from the sale of property and equipment		2,650			1,555


Net cash used in investing activities		(7,727	)		(5,663	)


Cash flows from financing activities:
Payments on long-term debt		(30,636	)		(2,526	)
Dividends to stockholders		(7,399	)		(7,380	)
Costs associated with initial public offering		—			(158	)
Proceeds from exercise of stock options		84			—
Payments of financing costs		(42	)		(834	)
Payments on capital lease obligation		(93	)		(93	)


Net cash used in financing activities		(38,086	)		(10,991	)


Net (decrease) increase in cash		(74,815	)		2,737
Cash at beginning of period		93,949			41,450


Cash at end of period	$	19,134		$	44,187

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

HORIZON LINES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Organization

On July 7, 2004, Horizon Lines, Inc. (the “Company”) was formed as an acquisition vehicle to acquire the equity interest in Horizon Lines Holding Corp. (“HLHC”). The Company was formed at the direction of Castle Harlan Partners IV, L.P. (“CHP IV”), a private equity investment fund managed by Castle Harlan, Inc. (“Castle Harlan”). During 2006, the Company completed three secondary offerings, including a secondary offering (pursuant to a shelf registration) whereby CHP IV and other affiliated private equity investment funds managed by Castle Harlan divested their ownership in the Company. HLHC, a Delaware corporation, operates as a holding company for Horizon Lines, LLC (“HL”), a Delaware limited liability company and wholly-owned subsidiary, and Horizon Lines of Puerto Rico, Inc. (“HLPR”), a Delaware corporation and wholly-owned subsidiary. HL operates as a domestic container shipping business with primary service to ports within the continental United States, Puerto Rico, Alaska, Hawaii, and Guam. HL also offers terminal services and ground transportation services. HLPR operates as an agent for HL and also provides terminal services in Puerto Rico.

On December 6, 2004, H-Lines Finance Holding Corp. (“HLFHC”) was formed as a wholly-owned subsidiary of the Company. HLFHC was formed to issue 11% senior discount notes due 2013 (the “11% senior discount notes”) with an original $160.0 million aggregate principal amount at maturity.

2. Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany items have been eliminated in consolidation.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, and accordingly, certain financial information has been condensed and certain footnote disclosures have been omitted. Such information and disclosures are normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 24, 2006. The Company uses a 52 or 53 week (every sixth or seventh year) fiscal year that ends on the Sunday before the last Friday in December.

The financial statements as of June 24, 2007 and the financial statements for the quarter and six months ended June 24, 2007 and June 25, 2006 are unaudited; however, in the opinion of management, such statements include all adjustments necessary for the financial information included herein, which are of a normal recurring nature. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions and to use judgment that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year.

3. SFL Agreements

In April 2006, the Company completed a series of agreements with Ship Finance International Limited and certain of its subsidiaries (“SFL”) to charter five new non-Jones Act qualified container vessels, each with a capacity of 2,824 twenty-foot equivalent units (“TEUs”) and capable of a service speed of up to 23 knots (the “new vessels”). All five of the new vessels have been delivered and deployed in the Company’s modified trade route between the U.S. west coast and Guam and Asia.

The aggregate annual charter hire for all of the five new vessels is approximately $32.0 million. The term of each of the bareboat charters is twelve years from the date of delivery of the related vessel, with a three-year renewal option exercisable by HL. In addition, HL has the option to purchase all of the new vessels following the five, eight, twelve, and, if applicable, fifteen year anniversaries of the date of delivery at pre-agreed purchase prices. If HL elects to purchase all of the vessels after the five- or eight-year anniversary date it will have the right to assume the outstanding debt under SFL’s credit facility, and the amount of the debt so assumed will be credited against the purchase price paid by it for the vessels. If HL elects not to purchase the new vessels at the end of the initial twelve-year period and SFL sells the new vessels for less than a specified amount, HL is responsible for paying the amount of such shortfall, which shall not exceed $3.8 million per new vessel. If the new vessels are to be sold by SFL to an affiliated party for less than a different specified amount, HL has the right to purchase the new vessels for that different specified amount.

Although HL is not the primary beneficiary of the variable interest entities created in conjunction with the SFL transactions, HL has an interest in the variable interest entities. Certain contractual obligations and off-balance sheet obligations arising from this transaction include the annual operating lease obligations and the residual guarantee. The Company is accounting for the leases as operating leases, and has included lease costs associated with the new vessels in its condensed consolidated statement of operations for the periods after delivery. The residual guarantee related to the new vessels has been recorded at its fair value of approximately $0.2 million as a liability on the Company’s balance sheet.

4. Income Taxes

During the third quarter of 2006, the Company elected the application of tonnage tax. As a result, income from certain activities is excluded from gross income subject to the corporate income tax rates. The Company’s new vessel shipping activities are deemed qualified shipping activities, and thus the income from these vessels is excluded from gross income in determining federal income tax liability. As such, the Company recorded a $2.5 million decrease in income tax expense during the six months ended June 24, 2007 primarily related to the revaluation of deferred taxes related to the qualified shipping income expected to be generated by the new vessels.

In July 2006, the Financial Accounting Standards Board (the “FASB”) issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109.” FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 applies to all tax positions related to income taxes. On December 25, 2006, the Company adopted the provisions of FIN 48. The adoption and implementation of FIN 48 resulted in a $3.5 million increase in the liability for unrecognized tax benefits, which was accounted for as a reduction to the December 25, 2006 balance of retained earnings. The Company has not recorded a reserve for any tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. As of June 24, 2007, the Company had a $4.2 million liability for unrecognized tax benefits, which if recognized would decrease the effective rate during the period recognized. The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and foreign jurisdictions. The tax years which remain subject to examination by major tax jurisdictions as of June 24, 2007 include 2003-2006.

5. Stock-Based Compensation

The Company accounts for its stock-based compensation plans in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004) “Share-Based Payment” (“SFAS 123R”). Under SFAS 123R, all stock-based compensation costs are measured at the grant date, based on the estimated fair value of the award, and are recognized as an expense in the income statement over the requisite service period.

The Company recognized stock-based compensation expense, related to stock options and restricted shares granted under the Amended and Restated Equity Incentive Plan (the “Plan”) and the Employee Stock Purchase Plan, as amended (“ESPP”), of $0.8 million and $1.2 million during the quarter and six months ended June 24, 2007, respectively, and $0.3 million and $0.4 million for the quarter and six months ended June 25, 2006, respectively. These amounts were included within selling, general, and administrative expenses on the Condensed Consolidated Statements of Operations. Compensation costs are recognized using the straight-line method, net of estimated forfeitures, over the requisite service period.

Stock Options

The Company’s stock option plans provide for grants of stock options to key employees at prices not less than the fair market value of the Company’s common stock on the grant date. The Company recognized approximately $0.5 million and $0.7 million in stock-based compensation costs during the quarter and six months ended June 24, 2007. In addition, the Company recognized a deferred tax asset of $0.6 million and $0.8 million during the quarter and six months ended June 24, 2007. As of June 24, 2007, there was $4.3 million in unrecognized compensation costs related to options granted under the Plan. That cost is expected to be recognized using the straight-line method over a weighted average period of 1.7 years.

A summary of option activity under the Company’s stock plan as of June 24, 2007 and the changes during the six months ended June 24, 2007 are presented below:


						Weighted-
				Weighted-		Average		Aggregate
				Average		Remaining		Intrinsic
	Number of			Exercise		Contractual		Value
Options	Options			Price		Term (years)		(000's)
Outstanding at December 24, 2006		1,291,037		$	11.35
Granted (a)		329,000			33.51
Exercised (b)		(7,875	)		10.00
Forfeited		—


Outstanding at June 24, 2007		1,612,162		$	15.88		8.91	$	27,881


Vested or expected to vest at June 24, 2007		1,539,328		$	15.70		8.90	$	26,893


Exercisable at June 24, 2007		47,687		$	10.00		8.38	$	1,101


(a)		On March 26, 2007, the Company granted options to certain employees of the Company and its subsidiaries to purchase shares of its common stock at a price of $33.51 per share. Each option is scheduled to cliff vest and become fully exercisable on March 26, 2010, provided the employee who was granted such option is continuously employed by the Company or its subsidiaries through such date. Recipients who retire from the Company after attaining age 59¹/2 are entitled to proportionate vesting. The grant date fair value of the options granted was $10.58 per share.

(b)		The aggregate intrinsic value of stock options exercised during the six months ended June 24, 2007 was $0.2 million.

Restricted Stock

The Company recognized approximately $0.3 million and $0.4 million in compensation costs during the quarter and six months ended June 24, 2007 related to restricted stock grants. As of June 24, 2007, there was $3.9 million of unrecognized compensation expense related to all restricted stock awards. That cost is expected to be recognized using the straight-line method over a weighted-average period of 3.1 years.

A summary of the status of the Company’s restricted stock awards as of June 24, 2007 and the changes during the six months ended June 24, 2007 is presented below:


			Weighted-
			Average
			Fair Value
	Number of		at Grant
Restricted Shares	Shares		Date
Nonvested at December 24, 2006		70,000	$	12.57
Granted (a)		111,593		33.30
Vested		—
Forfeited		—


Nonvested at June 24, 2007		181,593	$	25.31


(a)		On June 5, 2007, the Company granted 3,487 restricted shares each to three new members of the Board of Directors. The grant date fair market value of the restricted shares was $34.42 per share and the shares will cliff vest on June 5, 2010. On June 5, 2007, the Company granted 1,744 restricted shares each to all non-employee members of the Board of Directors. The grant date fair market value of the restricted shares was $34.42 per share and the shares will vest in full on June 5, 2008. On March 26, 2007, the Company granted 71,500 shares of restricted stock to certain employees of the Company and its subsidiaries. The shares of restricted stock will vest on March 26, 2010 if certain performance targets are achieved, provided the employee who was granted such restricted stock is continuously employed by the Company and its subsidiaries through such date. The grant date fair market value of the restricted shares was $33.51 per share. On January 30, 2007, the Company granted 4,064 restricted shares each to three new members of the Board of Directors. The grant date fair market value of the restricted shares was $29.53 per share and the shares will vest in full on January 30, 2010.

Employee Stock Purchase Plan

The Company recorded $52 thousand and $0.1 million of compensation expense during the quarter and six months ended June 24, 2007 related to participation in the ESPP. As of June 24, 2007, there was no unrecognized compensation expense related to the ESPP.

6. Net Income per Common Share

In accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share,” basic net income (loss) per share is computed by dividing net income (loss) by the weighted daily average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is based upon the weighted daily average number of shares of common stock outstanding for the period plus dilutive potential shares of common stock, including stock options using the treasury-stock method.

Earnings per share are as follows (in thousands, except per share amounts):


	Quarters ended
	June 24,		June 25,
	2007		2006
Numerator:
Net income available to common stockholders	$	9,560	$	6,401


Denominator:
Denominator for basic income per common share:
Weighted average shares outstanding		33,635		33,544


Effect of dilutive securities:
Stock-based compensation		677		77


Denominator for diluted net income per common share		34,312		33,621


Basic net income per common share	$	0.28	$	0.19


Diluted net income per common share	$	0.28	$	0.19


	Six months ended
	June 24,		June 25,
	2007		2006
Numerator:
Net income available to common stockholders	$	16,612	$	8,767


Denominator:
Denominator for basic income per common share:
Weighted average shares outstanding		33,624		33,544


Effect of dilutive securities:
Stock-based compensation		629		43


Denominator for diluted net income per common share		34,253		33,587


Basic net income per common share	$	0.49	$	0.26


Diluted net income per common share	$	0.49	$	0.26

7. Total Comprehensive Income

Total comprehensive income is as follows (in thousands):


	Quarters ended
	June 24,		June 25,
	2007		2006
Net income	$	9,560	$	6,401
Amortization of pension and post-retirement benefit transition obligation		25		—
Change in fair value of fixed price fuel contract		—		(261	)


Comprehensive income	$	9,585	$	6,140


	Six months ended
			June 25,
	June 24, 2007		2006
Net income	$	16,612	$	8,767
Amortization of pension and post-retirement benefit transition obligation		50		—
Change in fair value of fixed price fuel contract		—		(300	)


Comprehensive income	$	16,662	$	8,467

8. Property and Equipment

Property and equipment consist of the following (in thousands):


	June 24,			December 24,
	2007			2006
Vessels	$	141,502		$	137,129
Containers		25,105			27,682
Chassis		14,404			14,535
Cranes		17,657			15,903
Machinery and equipment		20,279			19,716
Facilities and land improvements		9,211			8,416
Software		30,277			29,887
Other		9,088			7,715


Total property and equipment		267,523			260,983
Accumulated depreciation		(86,369	)		(72,331	)


Property and equipment, net	$	181,154		$	188,652

9. Intangible Assets

Intangible assets consist of the following (in thousands):


	June 24,			December 24,
	2007			2006
Customer contracts	$	137,675		$	137,675
Trademarks		63,800			63,800
Deferred financing costs		22,078			23,075


Total intangibles with definite lives		223,553			224,550
Accumulated amortization		(67,569	)		(56,668	)


Net intangibles with definite lives		155,984			167,882
Goodwill		306,724			306,724


Intangible assets, net	$	462,708		$	474,606

On March 30, 2007, the Company wrote off approximately $0.6 million of net deferred finance costs in conjunction with a $25.0 million voluntary prepayment on the term loan component of its senior credit facility.

10. Accrued Liabilities

Other accrued liabilities consist of the following (in thousands):


	June 24,		December 24,
	2007		2006
Vessel operations	$	25,471	$	18,608
Fuel		13,066		10,899
Marine operations		13,766		9,452
Terminal operations		9,960		12,400
Interest		6,421		7,219
Bonus		—		10,500
Other liabilities		29,765		32,044


Total other accrued liabilities	$	98,449	$	101,122

11. Long-Term Debt

Long-term debt consists of the following (in thousands):


	June 24,			December 24,
	2007			2006
Senior credit facility	$	193,253		$	219,375
9% senior notes		197,014			197,014
11% senior discount notes		94,491			89,564
Notes issued by the owner trustees of the owner trusts and secured by mortgages on the vessels owned by such trusts (a)		—			4,513


Total long-term debt		484,758			510,466
Current portion		(1,987	)		(6,758	)


Long-term debt, net of current	$	482,771		$	503,708


(a)		These notes matured and were repaid during January 2007.

On March 30, 2007, the Company made a $25 million voluntary prepayment on the term loan component of its senior credit facility.

12. Commitments and Contingencies

Legal Proceedings

In the ordinary course of business, from time to time, the Company and its subsidiaries become involved in various legal proceedings. These relate primarily to claims for loss or damage to cargo, employees’ personal injury claims, and claims for loss or damage to the person or property of third parties. The Company and its subsidiaries generally maintain insurance, subject to customary deductibles or self-retention amounts, and/or reserves to cover these types of claims. The Company and its subsidiaries also, from time to time, become involved in routine employment-related disputes and disputes with parties with which they have contracts.

There are two actions currently pending before the Surface Transportation Board (“STB”) involving HL. The first action, brought by the Government of Guam in 1998 on behalf of itself and its citizens against HL and Matson Navigation Co. (“Matson”), seeks a ruling from the STB that HL’s Guam shipping rates, which are based on published tariff rates, during 1996-1998 were “unreasonable” under the Interstate Commerce Commission Termination Act of 1995 (“ICCTA”), and an order awarding reparations to Guam and its citizens. The STB is addressing this matter in three phases. During the first phase, which has been completed, the STB reviewed the allegations set forth in the complaints that were filed by the Government of Guam and dismissed certain complaints while allowing certain other complaints to be addressed in phase two. In phase two, the STB was to determine the methodology by which it would determine “rate reasonableness” under the ICCTA for the respondents’ rates during the relevant 1996-1998 time periods. By decision dated February 2, 2007, the STB has now addressed that issue and has adopted the following methodology:

First, the STB will conduct a hearing on the issue of whether the US/Guam trade is a market characterized by “Effective Competition”. At this hearing the burden of proof will be on HL and Matson. If the STB finds this market is sufficiently competitive to preclude a carrier from exercising significant market power, it will dismiss the action brought by the Government of Guam.

Second, if the action is not dismissed, the STB will hold a further hearing at which the Government of Guam will have the burden of proof to determine if the rates of HL during 1996-1998 were “reasonable” using the STB’s Constrained Market Pricing standards found in its rail rate “Guidelines”.

Third, the STB ruled that it will apply the 7.5% zone of reasonableness statutory guidelines to the base rates of HL after 1996 to determine whether those rates are reasonable.

During the third phase, the STB will apply these standards to the rates in effect during 1996-1998. If the STB determines that the rates charged by HL during 1996-1998 were unreasonable, the STB will issue an additional ruling to determine the persons entitled to damages and in what amounts. No assurance can be given that the final decision with respect to this matter will be favorable to HL. An adverse ruling by the STB in this action could result in significant damages. The Company is unable to quantify the amount of these damages. The business of HL that provided marine container shipping to and from Guam during 1996-1998 was, at the time, part of a larger business. During 1996-1998, the Guam-related business of HL was part of the business of Sea-Land Service, Inc. (“Sea-Land”), which included transportation, logistics, and terminal services between and at ports in Asia, Guam, Hawaii and the U.S. west coast. Separate financial statements were not prepared for the operations of Sea-Land that related to marine container shipping to and from Guam. Accordingly, the Company believes the actual rates of return that were earned by HL’s business with respect to marine container shipments to and from Guam during 1996-1998 cannot be determined. Consequently, the absence of such actual rates of return would preclude the calculation of a reasonable rate of return based on the standard proposed by the Government of Guam in the pending action. Even if each of these matters were determined adversely to HL, the Company is unable at the present time to determine how many citizens of Guam, on whose behalf the pending action has been brought by the Government of Guam, paid such rates during 1996-1998, or the amounts of their related claims, because the requisite discovery proceedings for that phase of the dispute have not yet begun. Apart from potential damages, an adverse ruling by the STB could affect HL’s current and future rate structure for its Guam shipping by requiring it to reduce its current base tariff rates and limit future rate increases to amounts determined to be within the “zone of reasonableness” as defined in the ICCTA, as determined in such ruling. An adverse STB decision could also affect the rates that HL would be permitted to charge on its other routes where rates must be “reasonable” under the ICCTA. The Company has not accrued a liability relating to this litigation because management does not believe an unfavorable outcome is probable nor can management reasonably estimate the Company’s exposure in the event there is an unfavorable outcome.

The second action currently pending before the STB involving HL, brought by DHX, Inc. (“DHX”) in 1999 against HL and Matson, challenges the reasonableness of certain rates and practices of HL and Matson. DHX is a major freight forwarder in the domestic Hawaii trade. Freight forwarders typically accept less than full container loads of cargo, consolidate these loads into full container loads, and offer the full container load to the ocean carriers. Some freight forwarders, including DHX, also solicit full container loads from shippers. Among other things, DHX charged that HL and Matson took actions that were intended to prevent all freight forwarders in the Hawaii trade from competing with the carriers for the full container load business. DHX is seeking $11.0 million in damages. In addition to the award of damages, an adverse ruling could affect HL’s current and future rate structure for its Hawaii shipping. An adverse STB decision could also affect the rates that HL would be permitted to charge on its other routes. On December 13, 2004, the STB (i) dismissed all of the allegations of unlawful activity contained in DHX’s complaint; (ii) found that HL met all of its tariff filing obligations; and (iii) reaffirmed the STB’s earlier holdings that the anti-discrimination provisions of the Interstate Commerce Act, which were repealed by the ICCTA, are no longer applicable to our business. On June 13, 2005, the STB issued a decision that denied DHX’s motion for reconsideration and denied the alternative request by DHX for clarification of the STB’s December 13, 2004 decision. On August 5, 2005, DHX filed a Notice of Appeal with the United States Court of Appeals for the Ninth Circuit challenging the STB’s order dismissing its complaint. DHX filed an appellate brief on November 10, 2005. HL submitted its response to the DHX brief on January 25, 2006, and oral argument was held on June 4, 2007. No assurance can be given that the final decision with respect to this matter will be favorable to the Company. The Company has not accrued a liability relating to this litigation because management does not believe an unfavorable outcome is probable.

Standby Letters of Credit

HL has standby letters of credit primarily related to its property and casualty insurance programs. On June 24, 2007 and December 24, 2006, amounts outstanding on these letters of credit totaled $5.9 million and $26.6 million, respectively. Of the $26.6 million outstanding on the letters of credit as of December 24, 2006, $20.1 million related to the Company’s agreements with SFL and have since been returned as a result of the fulfillment of the underlying obligations.

13. Recent Accounting Pronouncements

In September 2006, the FASB issued FASB Statement No. 157 (“FASB 157”), “Fair Value Measurements,” which addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under generally accepted accounting principles. As a result of FASB 157 there is now a common definition of fair value to be used throughout GAAP. The FASB believes that the new standard will make the measurement of fair value more consistent and comparable and improve disclosures about those measures. FASB 157 is effective for fiscal years beginning after November 15, 2007. The Company is in the process of determining the financial impact the adoption of FASB 157 will have on its statement of operations or financial position.

14. Subsequent Events

On July 17, 2007, the Company launched a cash tender offer for any and all of its outstanding 9% senior notes and 11% senior discount notes. The tender offer is scheduled to expire on August 13, 2007, and payment for tendered notes will be made promptly thereafter, subject to the Company’s right to accept and purchase notes tendered before July 30, 2007, prior to August 13, 2007. Subject to market conditions and other factors, the Company currently intends to finance the tender offer with a portion of the proceeds from the sale of $300 million of its convertible debt securities and the replacement of the Company’s existing credit facility with a new credit facility consisting of a $125 million term loan and a $200 million revolver.

On June 28, 2007, the Compensation Committee of the Board of Directors of the Company approved the grant by the Company, pursuant to its Amended and Restated Equity Incentive Plan (the “Plan”), of 75,965 shares of restricted stock to the Company’s Chief Executive Officer (the “CEO”). The restricted stock will cliff vest on December 31, 2009, provided the CEO has been in continuous employment with the Company. In addition, the restricted stock will immediately vest in full if the CEO is terminated for any reason other than cause, as defined by the restricted stock award agreement. The grant date fair value of the restricted shares was $32.91 per shares. The Company will record stock-based compensation expense of approximately $1.0 million per annum over the 2.5 year vesting period and will record approximately $0.5 million in stock-based compensation expense in 2007. In connection with the grant of the restricted stock, the CEO agreed to terminate his employment agreement with the Company and waived any potential payments required under the employment agreement as a result of termination, resignation or non-renewal of the employment agreement.

On June 26, 2007, the Company completed the purchase of Hawaii Stevedores, Inc. (“HSI”) for approximately $5.0 million in cash. HSI, which will operate as a subsidiary of the Company, is a full service provider of stevedoring and marine terminal services in Hawaii and has operations in all of the commercial ports on Oahu and the Island of Hawaii.

2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with the financial statements of the Company and notes thereto included elsewhere in this quarterly report. In this quarterly report, unless the context otherwise requires, references to “we,” “us,” and “our” mean the Company, together with its subsidiaries, on a consolidated basis.

This Form 10-Q contains “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. 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; uncertainty and volatility in the credit markets that could delay or prevent our tender offer for the 9% senior notes and 11% senior discount notes and any related refinancing of our existing debt; restrictive covenants under our debt agreements; 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 multi-employer 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; delayed delivery or non-delivery of one or more of our new vessels; increased inspection procedures and tighter import and export controls; restrictions on foreign ownership of our vessels; repeal or substantial amendment of the coastwise laws of the United States, also known as 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 stockholders; changes in tax laws or in their interpretation or application, adverse tax audits and other tax matters; 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 Form 10-Q 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.

See the section entitled “Risk Factors” in our Form 10-K for the fiscal year ended December 24, 2006 as filed with the SEC for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. Those factors and the other risk factors described therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

Executive Overview


	Quarter Ended			Quarter Ended			Six Months Ended			Six Months Ended
	June 24, 2007			June 25, 2006			June 24, 2007			June 25, 2006
	(in thousands)
Operating revenue	$	295,701		$	289,847		$	569,365		$	564,781
Operating expense		272,796			267,428			529,981			526,490


Operating income	$	22,905		$	22,419		$	39,384		$	38,291


Operating ratio		92.3	%		92.3	%		93.1	%		93.2	%
Revenue containers (units)		72,894			75,604			139,815			147,205

Operating revenue increased by $5.9 million or 2.0% from the quarter ended June 25, 2006 to the quarter ended June 24, 2007 and by $4.6 million or 0.8% from the six months ended June 25, 2006 to the six months ended June 24, 2007. This increase in revenue is primarily attributable to rate improvements resulting from favorable changes in cargo mix and general rate increases as well as increased slot charter revenue, partially offset by fewer revenue containers shipped.

Operating expense increased by $5.4 million or 2.0% for the quarter ended June 24, 2007 from the quarter ended June 25, 2006 and by $3.5 million or 0.7% from the six months ended June 25, 2006 to the six months ended June 24, 2007, primarily as a result of increased vessel operating costs due to the deployment of the new vessels, partially offset by a decrease in variable operating costs due to lower revenue container volumes shipped.

We believe that in addition to GAAP based financial information, earnings before net interest expense, income taxes, depreciation, and amortization (“EBITDA”) is a meaningful disclosure for the following reasons: (i) EBITDA is a component of the measure used by our Board of Directors and management team to evaluate our operating performance, (ii) the senior credit facility contains covenants that require HLHC and its subsidiaries to maintain certain interest expense coverage and leverage ratios, which contain EBITDA as a component, and restrict upstream cash payments if certain ratios are not met, subject to certain exclusions, and our management team uses EBITDA to monitor compliance with such covenants, (iii) EBITDA is a component of the measure used by our management team to make day-to-day operating decisions, (iv) EBITDA is a component of the measure used by our management to facilitate internal comparisons to competitors’ results and the marine container shipping and logistics industry in general and (v) the payment of discretionary bonuses to certain members of our management is contingent upon, among other things, the satisfaction by the Company of certain targets, which contain EBITDA as a component. We acknowledge that there are limitations when using EBITDA. EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as tax payments and debt service requirements. Because all companies do not use identical calculations, this presentation of EBITDA may not be comparable to other similarly titled measures of other companies. A reconciliation of net income to EBITDA is included below (in thousands):


	Quarter Ended		Quarter Ended		Six Months Ended			Six Months Ended
	June 24, 2007		June 25, 2006		June 24, 2007			June 25, 2006

Net income	$	9,560	$	6,401	$	16,612		$	8,767
Interest expense, net		11,663		12,304		22,876			24,024
Income tax expense (benefit)		1,093		3,915		(691	)		5,686
Depreciation and amortization		17,142		17,149		34,369			33,066


EBITDA	$	39,458	$	39,769	$	73,166		$	71,543

Recent Developments

General

We believe that we are the nation’s leading Jones Act container shipping and integrated logistics company, accounting for approximately 36% of total U.S. marine container shipments from the continental U.S. to Alaska, Puerto Rico and Hawaii, constituting the three non-contiguous Jones Act markets; and to Guam and Micronesia. Under the Jones Act, all vessels transporting cargo between covered U.S. ports must, subject to limited exceptions, be built in the U.S., registered under the U.S. flag, manned by predominantly U.S. crews, and owned and operated by U.S.-organized companies that are controlled and 75% owned by U.S. citizens. We operate 21 vessels, 16 of which are fully qualified Jones Act vessels, and approximately 22,600 cargo containers. We also provide comprehensive shipping and logistics services in our markets. We have long-term access to terminal facilities in each of our ports, operating our terminals in Alaska, Hawaii, and Puerto Rico and contracting for terminal services in the six ports in the continental U.S. and in the ports in Guam, Hong Kong, Yantian and Taiwan. The Company also offers inland cargo trucking and logistics for its customers through its own trucking operations on the U.S. west coast and Alaska, and its relationships with third-party truckers, railroads and barge operators in its markets.

History

Our long operating history dates back to 1956, when Sea-Land pioneered the marine container shipping industry and established our business. In 1958 we introduced container shipping to the Puerto Rico market, and in 1964 we pioneered container shipping in Alaska with the first year-round scheduled vessel service. In 1987, we began providing container shipping services between the U.S. west coast and Hawaii and Guam through our acquisition from an existing carrier of all of its vessels and certain other assets that were already serving that market. In December 1999, HLHC’s former parent, CSX Corporation, sold the international marine container operations of Sea-Land to Maersk, and HLHC continued to be owned and operated as CSX Lines, LLC, a division of CSX Corporation. On February 27, 2003, HLHC (which at the time was indirectly majority-owned by Carlyle-Horizon Partners, L.P.) acquired from CSX Corporation, which was the successor to Sea-Land, 84.5% of CSX Lines, LLC, and 100% of CSX Lines of Puerto Rico, Inc., which together constitute our business today. CSX Lines, LLC is now known as Horizon Lines, LLC and CSX Lines of Puerto Rico, Inc. is now known as Horizon Lines of Puerto Rico, Inc. On July 7, 2004, the Company was formed as an acquisition vehicle to acquire the equity interest in HLHC. The Company was formed at the direction of CHP IV, a private equity investment fund managed by Castle Harlan, Inc. During 2006, the Company completed three secondary offerings, including a secondary offering (pursuant to a shelf registration) whereby CHP IV and other affiliated private equity investment funds managed by Castle Harlan divested their ownership in the Company. Today, as the only Jones Act vessel operator with one integrated organization serving Alaska, Hawaii, and Puerto Rico, we are uniquely positioned to serve customers requiring shipping and logistics services in more than one of these markets.

Recent Accounting Pronouncements

In September 2006, the FASB issued FASB 157, which addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under generally accepted accounting principles. As a result of FASB 157 there is now a common definition of fair value to be used throughout GAAP. The FASB believes that the new standard will make the measurement of fair value more consistent and comparable and improve disclosures about those measures. FASB 157 is effective for fiscal years beginning after November 15, 2007. The Company is in the process of determining the financial impact the adoption of FASB 157 will have on its statement of operations or financial position.

Critical Accounting Policies

The preparation of our financial statements in conformity with GAAP requires us to make estimates and assumptions in the reported amounts of revenues and expenses during the reporting period and in reporting the amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of our financial statements. Since many of these estimates and assumptions are based upon future events which cannot be determined with certainty, the actual results could differ from these estimates.

We believe that the application of our critical accounting policies, and the estimates and assumptions inherent in those policies, are reasonable. These accounting policies and estimates are constantly reevaluated and adjustments are made when facts or circumstances dictate a change. Historically, we have found the application of accounting policies to be appropriate and actual results have not differed materially from those determined using necessary estimates. Except for the new critical accounting policy described below related to FIN 48, there have been no material changes to the Company’s critical accounting policies during the six months ended June 24, 2007. The critical accounting policies can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 24, 2006 as filed with the SEC.

FIN 48

We account for uncertain tax positions in accordance with FIN 48. The application of income tax law is inherently complex. As such, we are required to make many assumptions and judgments regarding our income tax positions and the likelihood whether such tax positions would be sustained if challenged. Interpretations and guidance surrounding income tax laws and regulations change over time. As such, changes in our assumptions and judgments can materially affect amounts recognized in the consolidated balance sheets and statements of operations.

Results of Operations

Operating Revenue Overview

We derive our revenue primarily from providing comprehensive shipping and logistics services to and from the continental U.S. and Alaska, Puerto Rico, Hawaii and Guam. We charge our customers on a per load basis and price our services based on the length of inland and ocean cargo transportation hauls, type of cargo and other requirements, such as shipment timing and type of container. In addition, we assess fuel surcharges on a basis consistent with industry practice and at times may incorporate these surcharges into our basic transportation rates. At times, there is a timing disparity between volatility in our fuel costs and related adjustments to our fuel surcharges (or the incorporation of adjusted fuel surcharges into our base transportation rates) that may result in insufficient recovery of our fuel costs during sharp hikes in the price of fuel and recoveries in excess of our fuel costs when fuel prices level off or decline.

Over 90% of our revenues are generated from our shipping and logistics services in markets where the marine trade is subject to the Jones Act or other U.S. maritime laws. The balance of our revenue is derived from (i) vessel loading and unloading services that we provide for vessel operators at our terminals, (ii) agency services that we provide for third-party shippers lacking administrative presences in our markets, (iii) vessel space charter income from third-parties in trade lanes not subject to the Jones Act, (iv) management of vessels owned by third-parties, (v) trucking and warehousing services for third-parties, and (vi) other non-transportation services.

As used in this Form 10-Q, the term “revenue containers” refers to containers that are transported for a charge, as opposed to empty containers.

Operating Expense Overview

Our operating expenses consist primarily of marine operating costs, inland transportation costs, vessel operating costs, land costs and rolling stock rent. Our marine operating costs consist of stevedoring, port charges, wharfage and various other costs to secure vessels at the port and to load and unload containers to and from vessels. Our inland transportation costs consist primarily of the costs to move containers to and from the port via rail, truck or barge. Our vessel operating costs consist primarily of crew payroll costs and benefits, vessel fuel costs, vessel maintenance costs, space charter costs, vessel insurance costs and vessel rent. We view our vessel fuel costs as subject to potential fluctuation as a result of changes in unit prices in the fuel market. Our land costs consist primarily of maintenance, yard and gate operations, warehousing operations and terminal overhead in the terminals in which we operate. Rolling stock rent consists primarily of rent for street tractors, yard equipment, chassis, gensets and various dry and refrigerated containers.

Quarter Ended June 24, 2007 Compared with the Quarter Ended June 25, 2006


	Quarter Ended			Quarter Ended
	June 24, 2007			June 25, 2006			% Change
	(in thousands)
Operating revenue	$	295,701		$	289,847			2.0	%
Operating expense:
Vessel		93,158			80,848			15.2	%
Marine		48,227			48,240			0.0	%
Inland		50,028			50,042			0.0	%
Land		32,046			33,698			(4.9	)%
Rolling stock rent		10,988			11,595			(5.2	)%


Operating expense		234,447			224,423			4.5	%
Depreciation and amortization		12,583			12,592			(0.1	)%
Amortization of vessel drydocking		4,559			4,557			0.0	%
Selling, general and administrative		21,510			24,772			(13.2	)%
Miscellaneous (income) expense, net		(303	)		1,084			(128.0	)%


Total operating expenses		272,796			267,428			2.0	%


Operating income	$	22,905		$	22,419			2.2	%


Operating ratio		92.3	%		92.3	%		0.0	%
Revenue containers (units)		72,894			75,604			(3.6	)%

Operating Revenue. Operating revenue increased to $295.7 million for the quarter ended June 24, 2007 compared to $289.8 million for the quarter ended June 25, 2006, an increase of $5.9 million or 2.0%. This revenue increase can be attributed to the following factors (in thousands):


More favorable cargo mix and general rate increases	$	14,438
Revenue container volume decrease		(9,285	)
Increase in non-transportation services		1,720
Bunker and intermodal fuel surcharges included in rates		(1,019	)


Total operating revenue increase	$	5,854

The revenue container volume declines are primarily due to overall soft market conditions in Puerto Rico and softening growth in Hawaii. This revenue container volume decrease is partially offset by higher margin cargo mix and general rate increases. The increase in non-transportation revenue is primarily due to higher space charter revenue resulting from the extension of the scope of services provided in connection with our expanded service between the U.S. west coast and Guam and Asia, partially offset by lower terminal services revenue. Bunker and intermodal fuel surcharges, which are included in our transportation revenue, accounted for approximately 11.7% of total revenue in the quarter ended June 24, 2007 and approximately 12.3% of total revenue in the quarter ended June 25, 2006. We changed our bunker and intermodal fuel surcharges several times throughout 2006 and in the second quarter of 2007 as a result of fluctuations in the cost of fuel for our vessels, in addition to fuel fluctuations passed on to us by our truck, rail, and barge carriers. Fuel surcharges are evaluated regularly as the price of fuel fluctuates, and we may at times incorporate these surcharges into our base transportation rates that we charge.

Operating Expense. Operating expense increased to $272.8 million for the quarter ended June 24, 2007 compared to $267.4 million for the quarter ended June 25, 2006, an increase of $5.4 million, or 2.0%. The increase in operating expense is primarily due to higher vessel operating costs related to the deployment of the new vessels, which is partially offset by reduced expenses associated with lower container volumes and lower expenses due to process improvements initiatives.

Vessel expense, which is not primarily driven by revenue container volume, increased to $93.2 million for the quarter ended June 24, 2007 from $80.8 million in the quarter ended June 25, 2006, an increase of $12.3 million, or 15.2%. This $12.3 million increase can be attributed to the following factors (in thousands):


Labor and other vessel operating increase	$	6,633
Vessel lease expense increase		6,247
Vessel fuel costs decrease		(570	)


Total vessel expense increase	$	12,310

The increase in vessel operating expenses is primarily due to additional active vessels during the second quarter of 2007 as a result of the expansion of services between the U.S. west coast and Guam and Asia as well as more dry-dockings during the second quarter of 2007 versus the second quarter of 2006. In addition, the Company incurred certain one time, non-recurring expenses associated with the activation of the new vessels of approximately $2.1 million during the second quarter of 2007.

Marine expense is comprised of the costs incurred to bring vessels into and out of port, and to load and unload containers. The types of costs included in marine expense are stevedoring and benefits, pilotage fees, tug fees, government fees, wharfage fees, dockage fees, and line handler fees. Marine expense of $48.2 million for the quarter ended June 24, 2007 was flat compared to the quarter ended June 25, 2006 as reduced expenses related to lower container volumes was offset by contractual rate increases.

Inland expense of $50.0 million for the quarter ended June 24, 2007 was flat compared to the quarter ended June 25, 2006. Reduced inland expense related to lower container volumes was offset by contractual rate increases.

Land expense is comprised of the costs included within the terminal for the handling, maintenance, and storage of containers, including yard operations, gate operations, maintenance, warehouse, and terminal overhead.


	Quarter Ended		Quarter Ended
	June 24, 2007		June 25, 2006		% Change
	($ in thousands)
Land expense:
Maintenance	$	12,474	$	13,322		(6.4	)%
Terminal overhead		12,283		12,153		1.1	%
Yard and gate		5,486		6,046		(9.3	)%
Warehouse		1,803		2,177		(17.2	)%


Total land expense	$	32,046	$	33,698		(4.9	)%

Non-vessel related maintenance expenses decreased primarily due to a decline in overall volumes and lower maintenance expenses due to newer equipment and process improvement initiatives. Yard and gate expense is comprised of the costs associated with moving cargo into and out of the terminal facility and the costs associated with the storage of equipment and revenue loads in the terminal facility. Yard and gate expenses decreased primarily due to lower revenue container volumes.

Depreciation and Amortization. Depreciation and amortization of $12.6 million for the quarter ended June 24, 2007 was flat compared to the quarter ended June 25, 2006.

Amortization of Vessel Drydocking. Amortization of vessel drydocking of $4.6 million for the quarter ended June 24, 2007 was flat compared to the quarter ended June 25, 2006.


	Quarter Ended		Quarter Ended
	June 24, 2007		June 25, 2006		% Change
	($ in thousands)
Depreciation and amortization:
Depreciation—owned vessels	$	2,723	$	2,741		(0.7	)%
Depreciation and amortization—other		4,970		4,961		0.2	%
Amortization of intangible assets		4,890		4,890		0.0	%


Total depreciation and amortization	$	12,583	$	12,592		0.1	%


Amortization of vessel drydocking	$	4,559	$	4,557		0.0	%

Selling, General and Administrative. Selling, general and administrative costs decreased to $21.5 million for the quarter ended June 24, 2007 compared to $24.8 million for the quarter ended June 25, 2006, a decrease of $3.3 million or 13.2%. This decrease is comprised of a $3.1 million decrease in the management bonus accrual and $0.9 million decrease of fees incurred in connection with the Company’s June 2006 secondary offering, partially offset by an increase of approximately $0.6 million in professional fees related to our process re-engineering initiative and $0.5 million of compensation expense related to stock option and restricted stock grants.

Miscellaneous (Income) Expense, Net. Miscellaneous (income) expense, net was approximately $(0.3) million for the quarter ended June 24, 2007 compared to expense of $1.1 million in the quarter ended June 25, 2006, a decrease of $1.4 million. This decrease is primarily due to lower bad debt expense during 2007 and other miscellaneous expenses during 2006.

Interest Expense, Net. Interest expense, net decreased to $11.7 million for the quarter ended June 24, 2007 compared to $12.3 million for the quarter ended June 25, 2006, a decrease of $0.6 million or 5.2%. This decrease is due to the $25 million prepayments on the term loan in each of December 2006 and March 2007.

Loss on Early Extinguishment of Debt. Loss on early extinguishment of debt was $0.6 million for the three months ended June 24, 2007. This loss on extinguishment of debt is due to the write off of net deferred finance costs in conjunction with a $25.0 million voluntary prepayment on the term loan component of its senior credit facility.

Income Tax Expense. The Company’s effective tax rate for the quarters ended June 24, 2007 and June 25, 2006 was 10.3% and 38.0%, respectively. During the third quarter of 2006, the Company elected the application of tonnage tax. With the deployment of the Company’s new vessels in the modified trade route between the U.S. west coast and Guam and Asia during the first quarter of 2007, these shipping activities became qualified shipping activities, and thus the income from these vessels is excluded from gross income for purposes of computing federal income tax. The Company’s 2006 election was made in connection with the filing of the Company’s 2005 federal corporate income tax return and the Company accounted for this election as a change in the tax status of its qualifying shipping activities. Retroactively applying the tonnage tax would result in an effective tax rate of 14.0% in the quarter ended June 25, 2006. The Company’s effective tax rate is impacted by the Company’s income from shipping activities as well as the income from the Company’s non qualifying shipping activities and will fluctuate based on the ratio of income from qualifying and non-qualifying activities. As such, the Company expects that its effective tax rate for the year ended December 24, 2007 will be within a range of 11%-16%.

Six Months Ended June 24, 2007 Compared with the Six Months Ended June 25, 2006


	Six Months Ended			Six Months Ended
	June 24, 2007			June 25, 2006			% Change
	(in thousands)
Operating revenue	$	569,365		$	564,781			0.8	%
Operating expense:
Vessel		175,880			160,429			9.6	%
Marine		93,992			95,217			(1.3	)%
Inland		96,181			97,591			(1.4	)%
Land		64,065			68,206			(6.1	)%
Rolling stock rent		22,010			22,904			(3.9	)%


Operating expense		452,128			444,347			1.8	%
Depreciation and amortization		26,050			25,095			3.8	%
Amortization of vessel drydocking		8,319			7,971			4.4	%
Selling, general and administrative		43,403			47,694			(9.0	)%
Miscellaneous expense, net		81			1,383			(94.1	)%


Total operating expenses		529,981			526,490			0.7	%


Operating income	$	39,384		$	38,291			2.9	%


Operating ratio		93.1	%		93.2	%		0.1	%
Revenue containers (units)		139,815			147,205			(5.0	)%

Operating Revenue. Operating revenue increased to $569.4 million for the six months ended June 24, 2007 compared to $564.8 million for the six months ended June 25, 2006, an increase of $4.6 million or 0.8%. This revenue increase can be attributed to the following factors (in thousands):


More favorable cargo mix and general rate increases	$	27,687
Revenue container volume decrease		(25,135	)
Increase in other non-transportation services		2,059
Bunker and intermodal fuel surcharges included in rates		(27	)


Total operating revenue increase	$	4,584

The decreased revenue container volume declines are primarily due to overall soft market conditions in Puerto Rico and softening growth in Hawaii. This revenue container volume decrease is offset by higher margin cargo mix and general rate increases. The increase in non-transportation revenue is primarily due to higher space charter revenue resulting from the extension of the scope of services provided in connection with our expanded service between the U.S. west coast and Guam and Asia, partially offset by lower terminal services revenue. Bunker and intermodal fuel surcharges, which are included in our transportation revenue, accounted for approximately 11.5% of total revenue in the six months ended June 24, 2007 and approximately 11.6% of total revenue in the quarter ended June 25, 2006. We changed our bunker and intermodal fuel surcharges several times throughout 2006 and in the first six months of 2007 as a result of fluctuations in the cost of fuel for our vessels, in addition to fuel fluctuations passed on to us by our truck, rail, and barge carriers. Fuel surcharges are evaluated regularly as the price of fuel fluctuates, and we may at times incorporate these surcharges into our base transportation rates that we charge.

Operating Expense. Operating expense increased to $452.1 million for the six months ended June 24, 2007 compared to $444.3 million for the six months ended June 25, 2006, an increase of $7.8 million, or 1.8%. The increase in operating expense is primarily due to higher vessel operating costs related to the deployment of the new vessels, which is partially offset by reduced expenses associated with lower container volumes and reduced expenses associated with cost control efforts.

Vessel expense, which is not primarily driven by revenue container volume, increased to $175.9 million for the six months ended June 24, 2007 from $160.4 million for the six months ended June 25, 2006, an increase of $15.5 million, or 9.6%. This $15.5 million increase can be attributed to the following factors (in thousands):


Labor and other vessel operating increase	$	9,382
Vessel lease expense increase		8,252
Vessel fuel costs decrease		(2,183	)


Total vessel expense increase	$	15,451

The increase in vessel operating expenses is primarily due to additional active vessels during 2007 as a result of the expansion of services between the U.S. west coast, Guan and Asia as well as more dry-dockings during 2007 versus 2006. In addition, the Company incurred certain one time, non-recurring expenses associated with the activation of the new vessels of approximately $3.2 million during the six months ended June 24, 2007.

Marine expense is comprised of the costs incurred to bring vessels into and out of port, and to load and unload containers. The types of costs included in marine expense are stevedoring and benefits, pilotage fees, tug fees, government fees, wharfage fees, dockage fees, and line handler fees. Marine expense decreased to $94.0 million for the six months ended June 24, 2007 from $95.2 million for six months ended June 25, 2006, a decrease of $1.2 million, or 1.3%. This decrease in marine expenses can be attributed to a 5.0% decrease in total revenue container volume period over period, partially offset by rate increases.

Inland expense decreased to $96.2 million for the six months ended June 24, 2007 from $97.6 million for the six months ended June 25, 2006, a decrease of $1.4 million, or 1.4%. The decrease in inland expense is directly related to lower container volumes, partially offset by contractual rate increases.


	Six Months Ended		Six Months Ended
	June 24, 2007		June 25, 2006		% Change
	($ in thousands)
Land expense:
Maintenance	$	24,659	$	26,443		(6.7	)%
Terminal overhead		24,553		24,616		(0.3	)%
Yard and gate		11,251		13,166		(14.5	)%
Warehouse		3,602		3,981		(9.5	)%


Total land expense	$	64,065	$	68,206		(6.1	)%

Depreciation and Amortization. Depreciation and amortization costs increased by $1.0 million for the six months ended June 24, 2007 as compared to the six months ended June 25, 2006. The increase in depreciation and amortization—other is primarily due to the timing of the purchase and sale of our containers.

Amortization of Vessel Drydocking. Amortization of vessel drydocking increased $0.3 million, or 4.4%, to $8.3 million for the six months ended June 24, 2007 from $8.0 million in the six months ended June 25, 2006 primarily due to the timing of drydockings and drydocking costs.


	Six Months Ended		Six Months Ended
	June 24, 2007		June 25, 2006		% Change
	($ in thousands)
Depreciation and amortization:
Depreciation—owned vessels	$	5,452	$	5,438		0.3	%
Depreciation and amortization—other		10,818		9,877		9.5	%
Amortization of intangible assets		9,780		9,780		0.0	%


Total depreciation and amortization	$	26,050	$	25,095		3.8	%


Amortization of vessel drydocking	$	8,319	$	7,971		4.4	%

Selling, General and Administrative. Selling, general and administrative costs decreased to $43.4 million for the six months ended June 24, 2007 compared to $47.7 million for the six months ended June 25, 2006, a decrease of $4.3 million or 9.0%. This decrease is comprised of a $5.0 million decrease in the management bonus accrual and $0.9 million decrease of fees incurred in connection with the Company’s June 2006 secondary offering, offset by approximately $1.7 million of professional fees related to our process re-engineering initiative and $0.7 million of compensation expense related to stock option and restricted stock grants.

Miscellaneous Expense, Net. Miscellaneous expense, net was approximately $0.1 million for the six months ended June 24, 2007 compared to expense of $1.4 million in the six months ended June 25, 2006, a decrease of $1.3 million. This decrease is primarily due to lower bad debt expense during 2007.

Interest Expense, Net. Interest expense, net decreased to $22.9 million for the six months ended June 24, 2007 compared to $24.0 million for the six months ended June 25, 2006, a decrease of $1.1 million or 4.8%. This decrease is due to the $25 million prepayments on the term loan in each of December 2006 and March 2007.

Income Tax (Benefit) Expense. The Company’s effective tax rate for the six months ended June 24, 2007 and June 25, 2006 was (4.3%) and 39.3%, respectively. During the third quarter of 2006, the Company elected the application of tonnage tax. With the deployment of the Company’s new vessels in the modified trade route between the U.S. west coast and Asia and Guam during the first quarter of 2007, these shipping activities became qualified shipping activities, and thus the income from these vessels is excluded from gross income for purposes of computing federal income tax. The Company recorded a $2.5 million decrease in income tax expense during the six months ended June 25, 2007 primarily related to the revaluation of deferred taxes related to activities qualifying for the application of tonnage tax. Excluding the reduction in income tax due to the revaluation of deferred taxes, the effective tax rate was 11.5% in the six months ended June 24, 2007. The Company’s 2006 election was made in connection with the filing of the Company’s 2005 federal corporate income tax return and the Company accounted for this election as a change in the tax status of its qualifying shipping activities. Retroactively applying the tonnage tax would result in an effective tax rate of 13.8% in the six months ended June 25, 2006. The Company’s effective tax rate is impacted by the Company’s income from shipping activities as well as the income from the Company’s non qualifying shipping activities and will fluctuate based on the ratio of income from qualifying and non-qualifying activities. As such, the Company expects that its effective tax rate for the year ended December 24, 2007 will be within a range of 11%-16%.

Seasonality

Our container volumes are subject to seasonal trends common in the transportation industry. Financial results in the first quarter are normally lower due to reduced loads during the winter months. Volumes typically build to a peak in the third quarter and early fourth quarter, which generally results in higher revenues and improved margins.

Liquidity and Capital Resources

Our principal sources of funds have been (i) earnings before non-cash charges, (ii) borrowings under debt arrangements and (iii) equity capitalization. Our principal uses of funds have been (i) capital expenditures on our container fleet, our terminal operating equipment, improvements to our owned and leased vessel fleet, and our information technology systems, (ii) vessel drydocking expenditures, (iii) the purchase of vessels upon expiration of operating leases, (iv) working capital consumption, (v) principal and interest payments on our existing indebtedness, and (vi) dividend payments to our common stockholders. Cash totaled $19.1 million at June 24, 2007. As of June 24, 2007, $69.1 million was available for borrowing under the $75.0 million revolving credit facility, after taking into account $5.9 million utilized for outstanding letters of credit.

Operating Activities


	Six Months Ended			Six Months Ended
	June 24, 2007			June 25, 2006
	(in thousands)
Cash flows (used in) provided by operating activities
Net income	$	16,612		$	8,767
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation		16,270			15,314
Amortization of other intangible assets		9,780			9,781
Amortization of vessel drydocking		8,319			7,971
Amortization of deferred financing costs		1,586			1,596
Deferred income taxes		(1,365	)		5,220
Stock-based compensation		1,169			384
Loss on extinguishment of debt		564			—
Accretion of interest on 11% senior discount notes		4,928			4,489


Subtotal		41,251			44,755


Earnings adjusted for non-cash charges		57,863			53,522
Changes in operating assets and liabilities:
Accounts receivable		(24,478	)		(14,781	)
Materials and supplies		(3,376	)		1,613
Other current assets		(1,514	)		(766	)
Accounts payable		(5,804	)		980
Accrued liabilities		(8,141	)		479
Vessel rent		(33,339	)		(6,428	)
Other assets / liabilities		(795	)		(2,634	)


Changes in operating assets and liabilities		(77,447	)		(21,537	)


Gain on equipment disposals		(354	)		(465	)
Vessel drydocking payments		(9,064	)		(12,129	)


Net cash (used in) provided by operating activities	$	(29,002	)	$	19,391

Net cash used in operating activities was $29.0 million for the six months ended June 24, 2007 compared to $19.4 million of net cash provided by operating activities for the six months ended June 25, 2006. This change is primarily driven by increased vessel payments and payment of the management bonuses. Net earnings adjusted for depreciation, amortization, deferred income taxes, accretion, and other non-cash operating activities resulted in cash flow generation of $57.9 million for the six months ended June 24, 2007 compared to $53.5 million for the six months ended June 25, 2006. Changes in working capital resulted in a use of cash of $77.4 million for the six months ended June 24, 2007 compared to a use of cash of $21.5 million for the six months ended June 25, 2006. The accrued liabilities working capital use is primarily due to the vessel lease payments and management bonus payments. Vessel lease payments during the six months ended June 24, 2007 and June 25, 2006 were $50.6 million and $15.6 million, respectively. In addition, during the six months ended June 24, 2007 and June 25, 2006, we paid bonuses of $10.5 million and $8.7 million, respectively. During the year, we accrue bonuses based on the satisfaction by the Company of certain financial targets, and such bonuses are paid during the first quarter of the following year. The increase in other current assets during the six months of 2007 is related to the vessel lease payments of $50.6 million. The increase in accounts receivable balances in the first six months of 2007 and 2006 is due to seasonality within the business. The accounts receivable balance typically rises during the first three quarters of the year, and decreases to its lowest balance in the fourth quarter.

Investing Activities

Net cash used in investing activities was $7.7 million for the six months ended June 24, 2007 compared to $5.7 million for the six months ended June 25, 2006. The $2.0 million increase is due to $3.2 million increase in capital expenditures, primarily related to the raising of our Honolulu, Hawaii cranes and other capital expenditures in connection with our fleet enhancement initiative and our San Juan, Puerto Rico terminal redevelopment project, offset by a $1.1 million increase in proceeds from the sale of equipment.

Financing Activities

Net cash used in financing activities during the six months ended June 24, 2007 was $38.1 million compared to $11.0 million for the six months ended June 25, 2006. The net cash used in financing activities during the six months ended June 24, 2007 includes a $25.0 million prepayment under the senior credit facility and $4.5 million in long-term debt payments related to the outstanding indebtedness secured by mortgages on the Horizon Enterprise and the Horizon Pacific. The net cash used in financing activities during the six months ended June 25, 2006 includes a $1.3 million open market purchase of HLFHC’s 11% senior discount notes.

Capital Requirements

Our current and future capital needs relate primarily to debt service, maintenance and improvement of our vessel fleet, including purchasing vessels upon expiration of vessel operating leases and providing for other necessary equipment acquisitions. Cash to be used for investing activities, including purchases of property and equipment for the next twelve months is expected to total approximately $30.0 million. Such capital expenditures will include continued redevelopment of our San Juan, Puerto Rico terminal, raising of our Honolulu, Hawaii cranes in connection with our fleet enhancement initiative, and yard improvements in our Honolulu, Hawaii terminal. In addition, expenditures for vessel drydocking payments are estimated at $20.0 million for the next twelve months.

Eight of our vessels, the Horizon Anchorage, Horizon Tacoma, Horizon Kodiak, Horizon Hunter, Horizon Hawk, Horizon Eagle, Horizon Falcon and Horizon Tiger are leased, or chartered, under charters that are due to expire in January 2015 for the Horizon Anchorage, Horizon Tacoma and Horizon Kodiak, in 2018 for the Horizon Hunter and in 2019 for the Horizon Hawk, Horizon Eagle, Horizon Falcon and Horizon Tiger. The charters for these vessels permit us to purchase the applicable vessel at the expiration of the charter period for a fair market value specified in the relevant charter that is determined through a pre-agreed appraisal procedure. The fair market values of these vessels at the expiration of their charters cannot be predicted with any certainty.

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual obligations as of June 24, 2007 (1) are as follows (in thousands):


	Total		Remaining										After
	Obligations		2007		2008		2009		2010		2011		2011
Principal obligations:
Senior credit facility	$	193,253	$	994	$	1,987	$	1,987	$	48,189	$	140,096	$	—
9% senior notes		197,014		—		—		—		—		—		197,014
11% senior discount notes		102,505		—		—		—		—		—		102,505
Operating leases (2)		755,279		45,128		99,990		98,576		95,869		56,927		358,789
Capital lease obligations		258		97		161		—		—		—		—


Subtotal		1,248,309		46,219		102,138		100,563		144,058		197,023		658,308


Interest obligations:
Senior credit facility		57,051		8,136		15,116		14,503		13,976		5,320		—
9% senior notes		112,296		8,865		17,731		17,731		17,731		17,731		32,507
11% senior discount notes		56,380		—		5,638		11,276		11,276		11,276		16,914


Subtotal		225,727		17,001		38,485		43,510		42,983		34,327		49,421


Total principal and interest	$	1,474,036	$	63,220	$	140,623	$	144,073	$	187,041	$	231,350	$	707,729


Other commercial commitments:
Standby letters of credit (3)	$	5,934	$	5,934	$	—	$	—	$	—	$	—	$	—
Surety bonds (4)		5,382		5,379		2		1		—		—


Other commercial commitments	$	11,316	$	11,313	$	2	$	1	$	—	$	—	$	—


(1)		Included in contractual obligations are scheduled interest payments. Interest payments on the senior credit facility are variable and are based as of June 24, 2007 upon the London Inter-Bank Offered Rate (LIBOR) plus 2.25%. The three-month LIBOR / swap curve has been utilized to estimate interest payments on the senior credit facility. Interest on the 9% senior notes is fixed and is paid semi-annually on May 1 and November 1 of each year until maturity on November 1, 2012. Interest on the 11% senior discount notes is fixed. However, no cash interest will accrue prior to April 1, 2008. Thereafter, cash interest will accrue at a rate of 11.0% per annum and will be payable on April 1 and October 1 of each year, commencing on October 1, 2008 and continuing until maturity on April 1, 2013.

(2)		The above contractual obligations table does not include the residual guarantee related to our transaction with SFL. If Horizon Lines does not elect to purchase the vessels at the end of the initial twelve year period and the vessel owners sell the vessels for less than a specified amount, Horizon Lines is responsible for paying the amount of such shortfall which will not exceed $3.8 million per vessel. Such residual guarantee has been recorded at its fair value of approximately $0.2 million as a liability.


(3)		The standby letters of credit include $4.8 million in letters of credit that serve as collateral on state workers compensation and auto liability policies, and $1.1 million in letters of credit that serve as security for all bonds excluding U.S. Customs bonds.

(4)		Includes $3.8 million in U.S. customs bonds, $0.4 million in bonds for payment of taxes levied under the Excise Tax Act of the Commonwealth of Puerto Rico of 1987, and $1.2 million in utility or lease bonds. We have the financial ability and intention to satisfy our obligations.

Long-Term Debt

To finance our acquisition by CHP IV and certain affiliates of Castle Harlan, we incurred substantial debt, including under the senior credit facility and through the issuance of the 9% senior notes in the original principal amount of $250.0 million, with interest payments on this indebtedness substantially increasing our liquidity requirements.

On July 7, 2004, HL and HLHC entered into a senior credit facility with various financial lenders, which was amended and restated on April 7, 2005. As of June 24, 2007, the senior credit facility consisted of a $193.3 million term loan and a $75.0 million revolver. No amounts were outstanding under the revolving credit facility as of June 24, 2007 or December 24, 2006. However, $5.9 million and $26.6 million of availability under the revolving credit facility was utilized for outstanding letters of credit as of June 24, 2007 and December 24, 2006, respectively. We expect that we will be permitted to incur up to an additional $75 million of senior secured debt in the form of term loans at the option of the participating lenders under the term loan facility, provided that no default or event of default under the senior credit facility has occurred or would occur after giving effect to such incurrence and certain other conditions are satisfied. The term loan matures on July 7, 2011 and the revolving credit facility matures on July 7, 2009.

As of June 24, 2007, principal payments of approximately $0.5 million are due quarterly on the term loan facility through June 30, 2010, at which point quarterly payments increase to $46.7 million until final maturity on July 7, 2011. Borrowings under the term loan facility bear interest at HL and HLHC’s choice of LIBOR or the base rate, in each case, plus an applicable margin. The margin applicable to the term loan facility is equal to 1.25% for base rate loans and 2.25% for LIBOR loans. The interest rate at June 24, 2007 approximated 7.6%. HL and HLHC are also charged a commitment fee on the daily unused amount of the revolving credit facility during the availability period based upon a rate of 0.50%.

The senior credit facility requires HL and HLHC to meet a minimum interest coverage ratio and a maximum leverage ratio. In addition, the senior credit facility contains restrictive covenants which will, among other things, limit the incurrence of additional indebtedness, capital expenditures, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, prepayments of other indebtedness, liens and encumbrances and other matters customarily restricted in such agreements. It also contains certain customary events of default, subject to grace periods, as appropriate. HL and HLHC were in compliance with all such covenants as of June 24, 2007. The senior credit facility is secured by the assets of HL and HLHC. The 9% senior notes and the 11% senior discount notes also contain restrictive covenants including, limiting incurrence of additional indebtedness, dividends and restrictions customary in such agreements.

On July 7, 2004, HL and HLHC completed an offering of $250.0 million in principal amount of 9% senior notes. The 9% senior notes mature on November 1, 2012. Interest on the 9% senior notes accrues at the rate of 9% per annum and is payable in cash semi-annually on May 1 and November 1 of each year. The 9% senior notes are the general unsecured obligations of HL and HLHC and rank equally with the existing and future unsecured indebtedness and other obligations of HL and HLHC that are not, by their terms, expressly subordinated in right of payment to the 9% senior notes and senior in right to any future subordinated debt. HL and HLHC used $57.8 million of the proceeds of the issuance and sale by the Company of shares of its common stock in its initial public offering in 2005 to redeem $53.0 million of the principal amount of the 9% senior notes and pay associated redemption premiums of $4.8 million.

On December 10, 2004, HLFHC completed an offering of $160.0 million in principal amount of 11% senior discount notes. The 11% senior discount notes were issued at a discount from their principal amount at maturity and generated gross proceeds of approximately $112.3 million. The 11% senior discount notes mature on April 1, 2013. Until April 1, 2008, the notes will accrete at the rate of 11% per annum, compounded semiannually on April 1 and October 1 of each year, beginning October 1, 2005, to but not including April 1, 2008. Beginning on April 1, 2008, cash interest will accrue at the rate of 11% per annum and will be payable in cash semi-annually in arrears on each April 1 and October 1, commencing October 1, 2008. The 11% senior discount notes are the general unsecured obligations of HLFHC and rank equally with the existing and future unsecured indebtedness and other obligations of HLFHC that are not, by their terms, expressly subordinated in right of payment to the 11% senior discount notes and senior in right to any future subordinated debt. HLFHC used $48.0 million of the proceeds of the issuance by the Company of shares of its common stock in its initial public offering in 2005 to redeem $56.0 million of the original principal amount at maturity, or $43.2 million in accreted value, of the 11% senior discount notes and pay associated redemption premiums of $4.8 million. During 2006, HL made a $1.3 million open market purchase of HLFHC’s 11% senior discount notes, which represented a $46 thousand premium to the accreted value at the date of purchase.

On July 17, 2007, the Company launched a cash tender offer for any and all of its outstanding 9% senior notes and 11% senior discount notes. The tender offer is scheduled to expire on August 13, 2007, and payment for tendered notes will be made promptly thereafter, subject to the Company’s right to accept and purchase notes tendered before July 30, 2007, prior to August 13, 2007. Subject to market conditions and other factors, the Company currently intends to finance the tender offer with a portion of the proceeds from the sale of up to $300 million of its convertible debt securities and the replacement of the Company’s existing credit facility with a new credit facility consisting of a $125 million term loan and a $200 million revolver.

We intend to fund our ongoing operations through cash generated by operations and availability under the senior credit facility.

Future principal debt payments are expected to be paid out of cash flows from operations, borrowings under the senior credit facility, and potential future refinancings of our debt.

Our ability to make scheduled payments of principal, or to pay the interest, if any, on, or to refinance our indebtedness, to make dividend payments to our common stockholders, or to fund planned capital expenditures will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Based upon the current level of operations and certain anticipated improvements, we believe that cash flow from operations and available cash, together with borrowings available under the senior credit facility, will be adequate to meet our future liquidity needs for the next twelve months. In addition, we expect to make capital expenditures and drydocking payments of $30.0 million and $20.0 million, respectively, over the next twelve months. There can be no assurance that we will generate sufficient cash flow from operations, that anticipated revenue growth and operating improvements will be realized or that future borrowings will be available under the senior credit facility in an amount sufficient to enable us to service our indebtedness or to fund other liquidity needs. In addition, there can be no assurance that we will be able to effect any future refinancing of our debt on commercially reasonable terms or at all.

Interest Rate Risk

Our primary interest rate exposure relates to the senior credit facility. As of June 24, 2007, HLHC and HL had outstanding a $193.3 million term loan, which bears interest at variable rates. Each quarter point change in interest rates would result in a $0.5 million change in interest expense on the term loan. HLHC and HL also have a revolving credit facility that provides for borrowings of up to $75.0 million. As of June 24, 2007, no amounts were outstanding under the revolving credit facility.

Credit Ratings

As of June 24, 2007, Moody’s Investors Service (“Moody’s”) and Standard and Poor’s Ratings Services assigned the following credit ratings to our outstanding debt:

Debt/Rating Outlook:


		Standard
	Moody's	& Poor's
Senior secured credit facility	Ba1, LGD2, 20%	BB
9% senior notes due 2012	B2, LGD4, 69%	B
11% senior discount notes due 2013	B3, LGD 6, 93%	B
Rating outlook	Stable, PD	Stable

Ratio of Earnings to Fixed Charges

Our ratio of earnings to fixed charges for the quarter and six months June 24, 2007 is as follows (in thousands):


	Quarter Ended		Six Months Ended
	June 24, 2007		June 24, 2007
Pretax income	$	10,653	$	15,921
Interest expense		11,918		23,754
Rentals		7,921		14,434


Total fixed charges	$	19,839	$	38,188


Pretax earnings plus fixed charges	$	30,492	$	54,109


Ratio of earnings to fixed charges		1.54x		1.42x

For the purposes of calculating the ratio of earnings to fixed charges, earnings represent income before income taxes plus fixed charges. Fixed charges consists of interest expense, including amortization of net discount or premium, and financing costs and the portion of operating rental expense (33%) that management believes is representative of the interest component of rent expense.

3. Quantitative and Qualitative Disclosures About Market Risk

We maintain a policy for managing risk related to exposure to variability in interest rates, fuel prices, and other relevant market rates and prices. Our policy includes entering into derivative instruments in order to mitigate our risks.

Exposure relating to our senior credit facility and our exposure to bunker fuel price increases are discussed in our Form 10-K for the year ended December 24, 2006. There have been no material changes to these market risks since December 24, 2006.

There have been no material changes in the quantitative and qualitative disclosures about market risk since December 24, 2006. Information concerning market risk is incorporated by reference to Part II, Item 7A “Quantitative and Qualitative Disclosures about Market Risk” of the Company’s Form 10-K for the fiscal year ended December 24, 2006.

4. Controls and Procedures

Under the supervision, and with the participation, of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of June 24, 2007, and, based on their evaluation, our principal executive officer and principal financial officer have concluded that these controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls during the fiscal quarter ended June 24, 2007.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

PART II. OTHER INFORMATION

1. Legal Proceedings

During the quarter ended June 24, 2007, there were no material changes to the Company’s previously disclosed legal proceedings. Additionally, we are, and from time to time may be, a party to routine legal proceedings incidental to the operation of our business. The outcome of any pending or threatened proceedings is not expected to have a material adverse effect on our financial condition, operating results or cash flows, based on our current understanding of the relevant facts. Legal expenses incurred related to these contingencies are expensed as incurred.

1A. Risk Factors

There have been no material changes to risk factors since those previously disclosed in the Company’s report on form 10-K for the year ended December 24, 2006.

2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

3. Defaults Upon Senior Securities

None.

4. Submission of Matters to a Vote of Security-Holders

At the Annual Meeting of the Stockholders of the Company (the “Annual Meeting”) held June 5, 2007, stockholders voted to:

(a)

Elect to the Board of Directors of the Company the four Class II directors named as the Company’s nominees in the Proxy Statement for the Annual Meeting, filed with the SEC on April 18, 2007, as follows:


			Shares Withholding
Nominee	Shares Voting For		Authority to Vote
Admiral Vern Clark U.S.N. (Ret.)		28,864,356		88,756
Dan A. Colussy		28,857,268		95,844
William J. Flynn		28,816,514		136,598
Francis Jungers		28,714,558		100,443

There were no abstentions or broker non-votes with respect to the election of the Board of Directors. The directors whose term of office as a director continued after the meeting are John K. Castle, Marcel Fournier, James G. Cameron, James Down, Norman Y. Mineta, Ernie L. Danner, Thomas M. Hickey and Charles G. Raymond.

(b)

Ratify the action of the Audit Committee of the Board of Directors in appointing Ernst & Young LLP as independent registered public accounting firm for the 2007 fiscal year.


For	Against	Abstain
28,929,311	4,888	18,912

(c)

Amend the Company’s certificate of incorporation to increase the maximum number of directors from 11 to 13.


For	Against	Abstain
28,879,467	50,310	23,331

5. Other Information

None.


10.12.2 ++		Amendment No. 2 to TP1 Space Charter and Transportation Contract, dated July 2, 2007.
31.1*		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


	HORIZON LINES, INC.
	By:	/s/ M. Mark Urbania
		M. Mark Urbania
		Senior Vice President & Chief Financial Officer (Principal Financial Officer & Authorized Signatory)


Exhibit
Number		Description

10.12.2 ++		Amendment No. 2 to TP1 Space Charter and Transportation Contract, dated July 2, 2007.
31.1*		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents


			Page No.

Part I. Financial Information				3

	1.	Financial Statements		3

		Unaudited Condensed Consolidated Balance Sheets		3

		Unaudited Condensed Consolidated Statements of Operations		4

		Unaudited Condensed Consolidated Statements of Cash Flows		5

		Notes to Unaudited Condensed Consolidated Financial Statements		6

	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13

	3.	Quantitative and Qualitative Disclosures About Market Risk		27

	4.	Controls and Procedures		27

Part II. Other Information				28

	1.	Legal Proceedings		28

	1A.	Risk Factors		28

	2.	Unregistered Sales of Equity Securities and Use of Proceeds		28

	3.	Defaults Upon Senior Securities		28

	4.	Submission of Matters to a Vote of Security Holders		28

	5.	Other Information		28

	6.	Exhibits		29

Signature				30

Exhibit 10.12.2
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2


*		Filed herewith.

++		Portions of this document were omitted and filed separately pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Exchange Act.