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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1933For the fiscal year ended
    December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    000-51562
 AMERICAN COMMERCIAL LINES
    INC.
 (Exact name of registrant as
    specified in its charter)
  
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

75-3177794(I.R.S. Employer
    Identification No.)  1701 East Market Street
    Jeffersonville, Indiana(Address of principal
    executive offices)

47130(Zip Code)   (812) 288-0100
 (Registrants telephone
    number, including area code)
 Not applicable
 (Former name, former address and
    former fiscal year, if changed since last report)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Common Stock, $.01 par value per share
  Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated filer
    o

Accelerated filer
    þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o     Rule 12b-2 o þ
    Class

Outstanding at February 24, 2009Common Stock, $.01 par value per share

50,840,090 shares   DOCUMENTS
    INCORPORATED BY REFERENCE
  Document

Parts Into Which IncorporatedProxy Statement for the Annual Meeting of Stockholders to be
    held in 2009

Part III      þ o




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##### 





Table of
    Contents
  PagePART IItem 1.


Business


5Item 1A.


Risk Factors


19Item 1B.


Unresolved Staff Comments


29Item 2.


Properties


29Item 3


Legal Proceedings


31Item 4.


Submission of Matters to a Vote of Security
    Holders


34PART IIItem 5.


Market for the Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


34Item 6.


Selected Financial Data


36Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operation


39Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


69Item 8.


Financial Statements and Supplementary Data


71Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


108Item 9A.


Controls and Procedures


108Item 9B.


Other Information


108PART IIIItem 10.


Directors and Executive Officers of the
    Registrant


108Item 11.


Executive Compensation


109Item 12.


Security Ownership of Certain Beneficial Owners
    and Management


109Item 13.


Certain Relationships and Related Transactions


109Item 14.


Principal Accountant Fees and Services


109PART IVItem 15.


Exhibits and Financial Statement Schedules


109Signatures


110EX-10.57EX-10.58EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K
    
    The global economic crisis which began in 2008 is likely to have
    detrimental impacts on our business.
    Freight transportation rates for the Inland Waterways fluctuate
    from time to time and may decrease.
    An oversupply of barging capacity may lead to reductions in
    freight rates.
    Yields from North American and worldwide grain harvests could
    materially affect demand for our barging services.
    Diminishing demand for new barge construction may lead to a
    reduction in sales volume and prices for new barges.
    Volatile steel prices may lead to a reduction in or delay of
    demand for new barge construction
    Higher fuel prices, if not recouped from our customers, could
    dramatically increase operating expenses and adversely affect
    profitability.
    Our operating margins are impacted by certain low margin
    legacy contracts and by spot rate market volatility
    for grain volume and pricing.
    We are subject to adverse weather and river conditions,
    including marine accidents.
    Seasonal fluctuations in industry demand could adversely affect
    our operating results, cash flow and working capital
    requirements.
    The aging infrastructure on the Inland Waterways may lead to
    increased costs and disruptions in our operations.
    The inland barge transportation industry is highly competitive;
    increased competition could adversely affect us.
    Global trade agreements, tariffs and subsidies could decrease
    the demand for imported and exported goods, adversely affecting
    the flow of import and export tonnage through the Port of New
    Orleans and the demand for barging services.
    Our failure to comply with government regulations affecting the
    barging industry, or changes in these regulations, may cause us
    to incur significant expenses or affect our ability to operate.
    Our maritime operations expose us to numerous legal and
    regulatory requirements, and violation of these regulations
    could result in criminal liability against us or our officers.
    The Jones Act restricts foreign ownership of our stock, and the
    repeal, suspension or substantial amendment of the Jones Act
    could increase competition on the Inland Waterways and have a
    material adverse effect on our business. 3




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
    Our cash flows and borrowing facilities may not be adequate for
    our additional capital needs and, if we incur additional
    borrowings, our future cash flow and capital resources may not
    be sufficient for payments of interest and principal of our
    substantial indebtedness.
    Our substantial borrowings are currently all tied to floating
    interest rates which may expose us to higher interest payments
    should LIBOR or the prime rate increase substantially.
    We face the risk of breaching financial covenants in our credit
    agreement.
    Our aging fleet of dry cargo barges may lead to increased costs
    and disruptions in our operations.
    The loss of one or more key customers, or material nonpayment or
    nonperformance by one or more of our key customers, could cause
    a significant loss of revenue and may adversely affect
    profitability.
    We are named as a defendant in class action lawsuits and we are
    in receipt of other claims and we cannot predict the outcome of
    such litigation which may result in the imposition of
    significant liability to the Company.
    We are facing significant litigation which may divert management
    attention and resources from our business.
    Our insurance may not be adequate to cover our losses.
    We may not ultimately be able to drive efficiency to the level
    to achieve our current forecast of tonnage without investing
    additional capital or incurring additional costs.
    A major accident or casualty loss at any of our facilities could
    significantly reduce production.
    Interruption or failure of our information technology and
    communications systems, or compliance with requirements related
    to controls over our information technology protocols, could
    impair our ability to effectively provide our services or
    increase our information technology costs and could damage our
    reputation.
    Our transportation division employees are covered by federal
    maritime laws that may subject us to job-related claims in
    addition to those provided by state laws.
    We have experienced work stoppages by union employees in the
    past, and future work stoppages may disrupt our services and
    adversely affect our operations.
    The loss of key personnel, including highly skilled and licensed
    vessel personnel, could adversely affect our business.
    Failure to comply with environmental, health and safety
    regulations could result in substantial penalties and changes to
    our operations.
    We are subject to, and may in the future be subject to disputes,
    or legal or other proceedings that could involve significant
    expenditures by us.  Form 10-K
 4




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PART I ITEM 1.  THE
    BUSINESS  The
    Company
      Information
    Available on our Website
  www.aclines.com Form 10-K, Form 10-Q, Form 8-K
      
    Audit Committee
    Compensation Committee
    Nominating and Governance Committee    
    Code of Ethics
    Corporate Governance Guidelines
    Director Stock Ownership Guidelines
    Majority Voting Policy
    Related Party Transaction Policy  Operating
    Segments
   5




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2008
    Revenue by Source and Commodity
  
  ton-miles ton-miles ton-miles. ton-miles ton-miles ton-miles,
   6




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CUSTOMERS
    AND CONTRACTS
  Transportation.
   7




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8




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Anticipated
    Composition of Estimated 2009 Transportation Revenues
  
  Manufacturing.
       9




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TRANSPORTATION
    FLEET
  Barges.
  Towboats.
  PORT
    SERVICES ASSETS
     10




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THIRD-PARTY
    LOGISTICS, INTERMODAL SERVICES
      COMPETITION
  Transportation.
       11




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TOP 5
    CARRIERS BY FLEET SIZE*
    (as of December 31, 2007)
  % of


AverageUnits


Barges


Age (Yrs)Dry Cargo Barges**Ingram Barge Company


3,715



20.6
%


16.0AEP River Operations


2,604



14.4
%


10.6American Commercial Lines


2,440



13.5
%


20.3American River TransportationCompany


2,069



11.5
%


25.7Cargo Carriers


923



5.1
%


15.4Top 5 Dry Carriers


11,751



65.2
%


17.3Total Industry


18,029



100.0
%


16.1Liquid Cargo BargesKirby Corporation


912



31.8
%


24.2American Commercial Lines


371



12.9
%


22.8Marathon Petroleum Company LLC


180



6.3
%


19.7Canal Barge Company, Inc.


170



5.9
%


11.9Ingram Barge Company


165



5.8
%


29.6Top 5 Liquid Carriers


1,798



62.7
%


22.8Total Industry


2,866



100.0
%


21.8     *
    
    Source:  Informa and Company. Note that annual
    data is normally not available until March of the following year.**
    
    Dry Cargo Barges include covered and open dry barges.     12




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Manufacturing.
  SEASONALITY
         13




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14




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EXECUTIVE
    OFFICERS AND KEY EMPLOYEES
    Name

Age


PositionMichael P. Ryan


49


President, Chief Executive Officer and DirectorWilliam N. Whitlock


67


Executive Vice President OperationsThomas R. Pilholski


53


Senior Vice President, Chief Financial Officer and TreasurerDawn R. Landry


46


Senior Vice President and General CounselRichard W. Spriggle


56


Senior Vice President Human ResourcesDavid T. Parker


45


Vice President, Investor Relations and Corporate CommunicationsDan D. Jaworski


50


Vice President General Manager  LiquidsBradley S. Hall


45


Vice President General Manager  DryWilliam A. Braman


56


Vice President General Manager  Transportation
    ServicesJacques J. Vanier


47


Vice President, ManufacturingWilliam L. Schmidt


47


Vice President, Information Technology   Michael P. Ryan
  William N. Whitlock
  Thomas R. Pilholski (1992-1997), Audit(1988-1992) (1977-1988).
  Dawn R. Landry
  Richard W. Spriggle
 15




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David T. Parker
  Dan D. Jaworski
  Bradley S. Hall
  William A. Braman
  Jacques J. Vanier
  William L. Schmidt
  EMPLOYEE
    MATTERS
  Employee
    Count
  December 31,


December 31,Function

2008


2007Administration (including Jeffboat)


310



319Transportation services


1,657



1,704Manufacturing


1,342



1,320Other


122



593,431



3,402  16




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Collective bargaining agreements.
  INSURANCE
    AND RISK MANAGEMENT
    GOVERNMENT
    REGULATION
  General.
        Jones Act.
   17




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User Fees and Fuel Tax.
    Homeland Security Requirements.
  ENVIRONMENTAL
    REGULATION
         18




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OCCUPATIONAL
    HEALTH AND SAFETY MATTERS
      INTELLECTUAL
    PROPERTY
    ITEM 1A.
    RISK
    FACTORS    RISKS
    RELATED TO OUR INDUSTRY
  The
    global economic crisis which began in 2008 is likely to have
    detrimental impacts on our business.
    
    Potential recession impacts  Global demand for many
    of the products that are currently shipped by barge may be
    significantly diminished by a prolonged recession. Such loss of
    demand could severely impact our revenues, costs and financial
    condition, as it may lead to an oversupply of barges reducing
    the rates we are able to charge for our services. Such loss of
    demand could also result in tow-size and positioning
    inefficiencies.
    Credit availability to our customers and suppliers 
    We believe that many of our customers and suppliers,
    particularly customers of our manufacturing segment, rely on
    liquidity from operative global credit markets. If the markets
    remain illiquid or available pricing increases dramatically,
    demand for our products and services may be constricted,
    necessary services may cost more or even be unavailable to us
    and we may not be able to enforce contracts or collect on
    outstanding invoices.
    Reduced credit availability to the Company  Though
    the Company was able to amend its existing credit facility and
    extend the term through March 31, 2011 as further discussed
    in Note 3 of the consolidated financial statements and in
    the Liquidity section of Managements Discussion and
    Analysis of Financial Condition and Results of Operations
    (MD&A), available liquidity in 2009 was reduced by
    $75 million to $475 million. At December 31, 2008
    this reduced availability would have given the Company
    $53 million in available liquidity, $32 million after
    payment of amendment and other fees resulting from the renewal.
    Additionally, the Companys cost of debt is significantly
    higher than under 19




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the previous facility, initially at 8.5%, or a floor
    LIBOR of 3.0% plus 550 basis points. Interest rates
    increase 50 basis points each six months through its
    maturity. Under the previous agreement rates were LIBOR plus
    250 basis points.  
    Planning risk  Our ability to plan and forecast
    operating results and capital needs is lessened which could lead
    to lower operating efficiency.
    Market risk  We have significant costs associated
    with our pension plan, the cost of which is dependent on many
    factors including the return on plan assets. Plan assets
    declined significantly in 2008. Further declines in plan assets
    could increase required expense provisions and contributions
    under the plan. See Note 5 to the consolidated financial
    statements for disclosures related to our employee benefit plans.  Freight
    transportation rates for the Inland Waterways fluctuate from
    time to time and may decrease.
      An
    oversupply of barging capacity may lead to reductions in freight
    rates.
    Yields
    from North American and worldwide grain harvests could
    materially affect demand for our barging services.
   20




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Diminishing
    demand for new barge construction may lead to a reduction in
    sales volume and prices for new barges.
    Volatile
    steel prices may lead to a reduction in or delay of demand for
    new barge construction.
    Higher
    fuel prices, if not recouped from our customers, could
    dramatically increase operating expenses and adversely affect
    profitability.
    Our
    operating margins are impacted by certain low margin Legacy
    Contracts and by spot rate market volatility for grain volume
    and pricing.
   21




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We are
    subject to adverse weather and river conditions, including
    marine accidents.
          Seasonal
    fluctuations in industry demand could adversely affect our
    operating results, cash flow and working capital
    requirements.
   22




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The
    aging infrastructure on the Inland Waterways may lead to
    increased costs and disruptions in our operations.
    The
    inland barge transportation industry is highly competitive;
    increased competition could adversely affect us.
    Global
    trade agreements, tariffs and subsidies could decrease the
    demand for imported and exported goods, adversely affecting the
    flow of import and export tonnage through the Port of New
    Orleans and the demand for barging services.
    Our
    failure to comply with government regulations affecting the
    barging industry, or changes in these regulations, may cause us
    to incur significant expenses or affect our ability to
    operate.
   23




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and/or
    Our
    maritime operations expose us to numerous legal and regulatory
    requirements, and violation of these regulations could result in
    criminal liability against us or our officers.
    The
    Jones Act restricts foreign ownership of our stock, and the
    repeal, suspension or substantial amendment of the Jones Act
    could increase competition on the Inland Waterways and have a
    material adverse effect on our business.
    U.S.-citizen
  RISKS
    RELATED TO OUR BUSINESS
  Our
    cash flows and borrowing facilities may not be adequate for our
    additional capital needs and, if we incur additional borrowings,
    our future cash flow and capital resources may not be sufficient
    for payments of interest and principal of our substantial
    indebtedness.
   24




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Our
    substantial borrowings are currently all tied to floating
    interest rates which may expose us to higher interest payments
    should LIBOR or the prime rate increase
    substantially.
    We
    face the risk of breaching financial covenants in our credit
    agreement.
    Our
    aging fleet of dry cargo barges may lead to increased costs and
    disruptions in our operations.
    The
    loss of one or more key customers, or material nonpayment or
    nonperformance by one or more of our key customers, could cause
    a significant loss of revenue and may adversely affect
    profitability.
    We are
    named as a defendant in class action lawsuits and we are in
    receipt of other claims and we cannot predict the outcome of
    such litigation which may result in the imposition of
    significant liability to the Company.
   25




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We are
    facing significant litigation which may divert management
    attention and resources from our business.
    Our
    insurance may not be adequate to cover our losses.
      We may
    not ultimately be able to drive efficiency to the level to
    achieve our current forecast of tonnage without investing
    additional capital or incurring additional costs.
   26




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A
    major accident or casualty loss at any of our facilities could
    significantly reduce production.
    Interruption
    or failure of our information technology and communications
    systems, or compliance with requirements related to controls
    over our information technology protocols, could impair our
    ability to effectively provide our services or increase our
    information technology costs and could damage our
    reputation.
    Our
    transportation division employees are covered by federal
    maritime laws that may subject us to job-related claims in
    addition to those provided by state laws.
    We
    have experienced work stoppages by union employees in the past,
    and future work stoppages may disrupt our services and adversely
    affect our operations.
    The
    loss of key personnel, including highly skilled and licensed
    vessel personnel, could adversely affect our
    business.
   27




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Failure
    to comply with environmental, health and safety regulations
    could result in substantial penalties and changes to our
    operations.
      200-mile
      We are
    subject to, and may in the future be subject to disputes, or
    legal or other proceedings that could involve significant
    expenditures by us.
   28




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES        
 29




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
    Our manufacturing segments shipbuilding facility in
    Jeffersonville, Indiana is a large single-site shipyard facility
    on the Inland Waterways, occupying approximately 64 acres
    of owned land and approximately 5,600 feet of frontage on
    the Ohio River. There are 32 buildings on the property
    comprising approximately 318,020 square feet under roof. In
    addition, we lease an additional four acres of land under leases
    expiring in 2015.
    ACLTs coal transfer terminal in St. Louis, Missouri
    occupies approximately 69 acres. There are six buildings on
    the property comprising approximately 21,000 square feet.
    In addition, we lease 2,400 feet of river frontage from the
    City of St. Louis under a lease expiring in 2010. The lease
    may be terminated with one-year advance notice by ACLT.
    Additional parcels in use include property of BNSF under leases
    that either party can terminate with 30 days prior written
    notice.
    ACLT operates a terminal in Memphis, Tennessee that processes
    boat and barge waste water, direct transfer services for liquid
    commodities, along with tank storage services for approximately
    117,000 barrels of vegetable oils. There are three
    buildings occupying approximately 7,000 square feet on
    almost three acres. ACLT leases an easement to this facility
    that expires in 2018. Either party may cancel the lease with
    90 days prior written notice.
    ACLTs Armant facilities located in Vacherie, Louisiana,
    occupies approximately 482 acres, with approximately
    10,726 feet of river frontage. An additional
    3,840 feet of river frontage is provided under a lease
    expiring in 2011. The facility provides barge fleeting and
    shifting, barge cleaning and repairs on the Mississippi River as
    part of our Gulf Fleet Operations.
    ACLTs fleet facility in Cairo, Illinois occupies
    approximately 37 acres, including approximately
    900 feet of owned river frontage. In addition, we lease
    approximately 22,400 feet of additional river frontage
    under various leases expiring between 2009 and 2013. This
    facility provides the base of operations for our barge fleeting
    and shifting, barge cleaning and repair and topside-towboat
    repair.
    ACLTs Tiger Fleet near Baton Rouge (Port Allen),
    Louisiana, operates on approximately 108 acres, with an
    estimated 3,300 feet of river frontage. An additional
    13,700 lineal feet of riverfront fleeting space is provided
    under a lease expiring in 2011. This facility provides barge
    fleeting and shifting services and is adjacent to our joint
    venture investment known as T. T. Barge Services Mile 237,
    L.L.C., that provides barge cleaning and repair services.
    ACLTs facilities in St. Louis, Missouri, operates two
    (2) owned parcels, one being approximately 3.2 acres,
    with an estimated 600 linear feet of riverfront, and an
    additional 7.3 acres with approximately 1,393 linear feet
    of adjoining waterfront footage leased under an agreement
    expiring in 2011. The facility provides fleeting and shifting
    services, boat repair and maintenance, plus warehouse services
    for vessels.
    ACLTs operations at Harahan, Louisiana are located on
    approximately 156 acres with an estimated 7,067 feet
    of riverfront. The facility is the base of operations for our
    Gulf Operations, including barge shifting and fleeting, boat and
    barge maintenance and repairs. An additional 4,749 lineal feet
    of river frontage for shifting and fleeting is leased under
    various leases expiring between 2011 and 2013.
    ACLTs Houston (Channelview), Texas facility is located on
    approximately 32 acres with 1,796 feet of riverfront.
    Improvements include an estimated 6,400 square foot office
    building. An additional 29.4 acres of waterfront property
    along the Lost Lake Disposal Area, adjacent to the Houston Ship
    Channel, for shifting and fleeting, compliments this facility,
    under a lease agreement expiring in 2028.
    ACLTs facilities in Lemont, Illinois occupy approximately
    81 acres, including approximately 10,000 feet of river
    frontage, under various leases expiring between 2011 and 2044.
    This facility provides the base of operations for our barge
    fleeting and shifting, barge cleaning and repairs on the
    Illinois River, along with a 48,000 square foot, climate
    controlled warehouse, providing terminaling for bulk, non-bulk
    and break-bulk warehousing and stevedoring services. 30




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
    ACLTs Marrero, Louisiana Fleet is comprised of
    approximately 24.9 acres of batture, providing an estimated
    2,259 feet of riverfront for barge shifting and fleeting
    operations.
    Our corporate offices in Jeffersonville, Indiana occupy
    approximately 22 acres, comprising approximately
    165,000 square feet of office space.
    The liquids division of our transportation segment is
    headquartered in approximately 26,800 square feet of leased
    space in Houston, Texas under a lease expiring in August 2015.
    As discussed in Note 17 to the consolidated financial
    statements, the Company expects to sublease or terminate this
    lease in 2009, relocating the work to alternative sites,
    including its corporate offices.
    In addition to the above properties, our wholly-owned naval
    architecture subsidiary operates in leased facilities consisting
    of approximately 10,000 square feet in Seattle, Washington
    and 2,200 square feet in New Orleans, Louisiana. The lease
    of the Seattle facility expires in September 2015. The lease of
    the New Orleans facility is a month-to-month commitment. Our
    wholly-owned civil and environmental remediation contractor is
    headquartered on 3.4 acres housing an approximately
    13,500 square foot office building and garage.    ITEM 3.
    LEGAL
    PROCEEDINGS    Environmental
    and Other Litigation.
    Collision Incident, Mile Marker 97 of the Mississippi
    River. No. 08-4012, No. 08-4007, No. 08-4025, No. 08-4031, No. 08-4058, No. 08-4059,
 31




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No. 08-4055, No. 08-4060, No. 08-4317, No. 08-4505,
  and/or No. 08-4701, No. 08-8734, 08-4156,
     32




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ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.  Market
    Information and Holders
      High


Low2007First Quarter

$
39.14


$
29.66Second Quarter


33.05



23.16Third Quarter


27.06



19.97Fourth Quarter


23.99



13.162008First Quarter

$
20.26


$
14.66Second Quarter


17.33



10.93Third Quarter


12.50



8.48Fourth Quarter


10.47



3.51     Dividends
   33




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Issuer
    Purchases of Equity Securities
    Total Number of Shares


Weighted-Redeemed to Satisfy


Average Fair


Total Number of Shares


Maximum Number ofEmployee Tax


Market Value


Purchased as Part of


Shares that May Yet BeWithholding


Per Share


Publicly Announced


Purchased Under thePeriod

Requirements


Redeemed


Plans or Programs


Plans or ProgramsOctober 2008


1,981



10.47



N/A



N/ANovember 2008


N/A


$
N/A



N/A



N/ADecember 2008


N/A


$
N/A



N/A



N/ATotal


1,981


$
10.47



N/A



N/A     Cumulative
    Total Stockholders Return (October 2005  December
    2008)
  Form 10-K
  34




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ITEM 6.
    SELECTED
    FINANCIAL DATA.    35




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Fiscal Years Ended December 31,PredecessorCompany2004


2005


2006


2007


2008(In thousands, except per share data)Statement of Operating Data:Transportation and Services revenue

$
506,968


$
594,200


$
787,348


$
810,443


$
942,011Manufacturing revenue


97,988



120,741



155,204



239,917



254,794Total revenue


604,956



714,941



942,552



1,050,360



1,196,805Operating expenses:Materials, supplies and other


200,843



212,532



249,500



279,359



304,858Rent


21,621



19,910



22,445



24,595



23,345Labor and fringe benefits


79,504



82,541



90,294



111,617



118,737Fuel


89,341



126,893



157,070



169,178



227,489Depreciation and amortization(a)


48,100



45,255



45,489



46,694



47,255Taxes, other than income taxes


19,096



16,793



17,667



16,594



14,855(Gain) Loss on Property Dispositions


247



(4,538
)


(194
)


(3,390
)


(954
)Cost of goods sold  services














590



34,116Cost of goods sold  manufacturing


94,343



112,232



141,589



228,190



242,309Cost of sales


553,095



611,618



723,860



873,427



1,012,010Selling, general and administrative expenses


31,709



47,654



66,280



68,727



81,907Goodwill impairment


















1,124Total operating expenses


584,804



659,272



790,140



942,154



1,095,041Operating income


20,152



55,669



152,412



108,206



101,764Other income


3,179



1,801



3,799



2,532



2,345Interest expense


39,023



31,590



18,354



20,578



26,864Debt retirement expenses






11,732



1,437



23,938



2,379Income (loss) before reorganization items, fresh-start
    adjustments, income taxes, discontinued operations and
    extraordinary items


(15,692
)


14,148



136,420



66,222



74,866Reorganization items and fresh-start adjustments(b)


142,108















Income taxes






4,144



49,822



21,855



27,340Net income (loss) before discontinued operations and
    extraordinary items


(157,800
)


10,004



86,598



44,367



47,526Discontinued operations, net of tax(c)


11,045



1,809



5,654



(6
)


485Extraordinary item(d)


(151,149
)














Net income

$
4,394


$
11,813


$
92,252


$
44,361


$
48,011Net income per common share  basic





$
0.25


$
1.52


$
0.79


$
0.95Net income per common share from continuing
    operations  basic





$
0.21


$
1.43


$
0.79


$
0.94Net income per common share from discontinued operations - basic





$
0.04


$
0.09


$



$
0.01Net income per common share  diluted





$
0.24


$
1.47


$
0.77


$
0.94Net income per common share from continuing operations - diluted





$
0.20


$
1.38


$
0.77


$
0.93Net income per common share from discontinued operations -
    diluted





$
0.04


$
0.09


$



$
0.01Shares used in computing basic net income per common share






47,594



60,743



56,245



50,459Shares used in computing diluted net income per common share






49,248



62,801



57,679



50,832   Fiscal Years Ended December 31,2004


2005


2006


2007


2008Statement of Financial Position Data:Cash, restricted cash and cash equivalents(e)

$
55,827


$
13,959


$
5,113


$
5,021


$
1,217Working capital(f)


91,890



46,204



44,251



70,434



75,735Total assets


667,677



623,284



671,003



760,811



839,251Long-term debt, including current portion


406,433



200,000



119,500



439,760



419,970Stockholders equity


100,098



253,701



358,653



125,391



158,709   36




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##### Table of Contents



Fiscal Years Ended December 31,2004


2005


2006


2007


2008Other Data:Net cash provided by operating activities

$
36,197


$
71,259


$
136,921


$
115,766


$
122,830Net cash provided by (used in) investing activities

$
27,228


$
(27,493
)

$
(63,899
)

$
(131,291
)

$
(104,207
)Net cash (used in) provided by financing activities

$
(52,055
)

$
(76,452
)

$
(81,868
)

$
15,433


$
(22,427
)Adjusted EBITDA(g)(h)

$
82,028


$
110,949


$
211,811


$
159,758


$
156,567Capital expenditures

$
12,520


$
47,279


$
90,042


$
109,315


$
97,892Towboats (at period end)(i)


165



155



148



162



152Barges (at period end)(i)


3,369



3,300



3,010



2,828



2,645Ton-miles
    from continuing operations affreightment


43,140,000



40,038,964



41,797,859



39,271,112



35,361,326Ton-miles
    from continuing operations non-affreightment(j)






2,705,200



3,317,000



4,326,404



4,100,050     (a)
    
    Fresh-start accounting was adopted on emergence from bankruptcy
    on January 1, 2005, and is reflected in the basis of our
    properties and related depreciation since that date.(b)
    
    We filed a petition for reorganization under Chapter 11 of
    the U.S. Bankruptcy Court on January 31, 2003. Items
    related to the reorganization are presented separately in
    accordance with the American Institute of Certified Public
    Accountants (AICPA) Statement of Position
    90-7,
    Financial Reporting by Entities in Reorganization under
    the Bankruptcy Code. In 2004, we recorded a loss of
    $35,206 from the sale of Argentina assets and other
    reorganization items of $21,715. In the fourth quarter 2004, we
    recorded $85,187 in fresh-start accounting adjustments due to
    the emergence from bankruptcy.(c)
    
    In all periods presented the operations of the Dominican
    Republic and Venezuela businesses, on a net of tax basis, have
    been presented as discontinued operations. Included in 2006 is
    the $4.8 million, net of tax, gain on the Venezuela
    business. Included in 2004 is a gain on the discharge of debt
    related to the discontinued operation of $2.2 million.(d)
    
    In the fourth quarter 2004 we recorded a gain on discharge of
    debt of our continuing operations $151,149 due to our emergence
    from bankruptcy.(e)
    
    Includes $9,182 at December, 2004 in restricted cash held
    in escrow to repay the bonds guaranteed by MARAD.(f)
    
    We define working capital as total current assets minus total
    current liabilities.(g)
    
    Adjusted EBITDA represents net income before interest, income
    taxes, depreciation and amortization, adjusted as described
    below. Adjusted EBITDA provides useful information to investors
    about us and our financial condition and results of operations
    for the following reasons: (i) it is one of the measures
    used by our board of directors and management team to evaluate
    our operating performance, (ii) it is one of the measures
    used by our management team to make day-to-day operating
    decisions, (iii) certain management compensation is based
    upon performance metrics which are Adjusted EBITDA as a
    component, (iv) it is used by securities analysts,
    investors and other interested parties as common performance
    measure to compare results across companies in our industry and
    (v) covenants in our debt agreements contain financial
    ratios based on EBITDA. For these reasons, we believe Adjusted
    EBITDA is a useful measure to represent to our investors and
    other stakeholders.(h)
    
    For the year ended December 31, 2004, Adjusted EBITDA
    excludes an extraordinary gain of $155,358 from the discharge of
    debt according to the Plan of Reorganization and a nonrecurring
    expense of $139,951 for reorganization items and fresh-start
    adjustments.(i)
    
    Includes equipment operated by foreign subsidiaries through date
    of disposal. 37




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##### Table of Contents



(j)
    
    Unavailable prior to 2005.    Fiscal Years Ended December 31,2004


2005


2006


2007


2008Net income

$
4,394


$
11,813


$
92,252


$
44,361


$
48,011Interest income


(944
)


(1,037
)


(697
)


(295
)


(194
)Interest expense


39,023



43,322



19,791



44,516



29,243Depreciation and amortization


53,175



49,121



48,806



49,371



51,876Income taxes


1,787



7,730



51,659



21,805



27,631Adjustments:Reorganization items


56,921















Fresh start accounting


83,030















Gain on discharge of debt


(155,358
)














Adjusted EBITDA

$
82,028


$
110,949


$
211,811


$
159,758


$
156,567     
    Adjusted EBITDA does not reflect our current or future cash
    requirements for capital expenditures;
    Adjusted EBITDA does not reflect changes in, or cash
    requirements for, our working capital needs;
    Adjusted EBITDA does not reflect the significant interest
    expense, or the cash requirements necessary to service interest
    or principal payments, on our debts;
    Although depreciation and amortization are non-cash charges, the
    assets being depreciated and amortized will often have to be
    replaced in the future, and Adjusted EBITDA does not reflect any
    cash requirements for such replacements; and
    Other companies in our industry may calculate Adjusted EBITDA
    differently than we do, limiting its usefulness as a comparative
    measure.    ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.   38




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##### Table of Contents



Form 10-K
  INTRODUCTION
    
    Overview.  This section provides a general
    description of the Company and its business, as well as
    developments the Company believes are important in understanding
    the results of operations and financial condition or in
    understanding anticipated future trends.
    Results of Operations.  This section provides
    an analysis of the Companys results of operations for the
    year ended December 31, 2008 compared to the results of
    operations for the year ended December 31, 2007 and an
    analysis of the Companys results of operations for the
    year ended December 31, 2007 compared to the results of
    operations for the year ended December 31, 2006.
    Liquidity and Capital Resources.  This section
    provides an overview of the Companys sources of liquidity,
    a discussion of the Companys debt that existed as of
    December 31, 2008 and an analysis of the Companys
    cash flows for the years ended December 31, 2008,
    December 31, 2007 and December 31, 2006. This section
    also provides information regarding certain contractual
    obligations.
    Seasonality.  This section describes the
    seasonality of our business.
    Changes in Accounting Standards.  This section
    describes certain changes in accounting and reporting standards
    applicable to the Company.
    Critical Accounting Policies.  This section
    describes accounting policies that are considered important to
    the Companys financial condition and results of
    operations, require significant judgment and require estimates
    on the part of management in application. The Companys
    significant accounting policies, including those considered to
    be critical accounting policies, are also summarized in
    Note 1 to the accompanying consolidated financial
    statements.
    Quantitative and Qualitative Disclosures about Market
    Risk.This section describes our exposure to
    potential loss arising from adverse changes in fuel prices,
    interest rates and foreign currency exchange rates.
    Risk Factors and Caution Concerning Forward-Looking
    Statements.  This section references important
    factors that could adversely affect the operations, business or
    financial results of the Company or its business segments and
    the use of forward-looking information appearing in this annual
    report on
    Form 10-K,
    including in MD&A and the consolidated financial
    statements. Such information is based on managements
    current expectations about future events, which are inherently
    susceptible to uncertainty and changes in circumstances.  OVERVIEW
  Our
    Business
   39




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##### Table of Contents



The
    Industry
  Transportation Industry.
       40




---



##### Table of Contents



ton-miles,
  
  Source: U.S. Army Corps of Engineers Waterborne Commerce
    Statistics Center
  The Manufacturing Industry.
  Consolidated
    Financial Overview
  Year
    ended December 31, 2008 compared to December 31,
    2007
   41




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##### Table of Contents



Increase2008


2007


(decrease)Net income

$
48.0


$
44.4



3.6After tax identified non-comparable expenses (income):Debt retirement expenses


1.5



16.0



(14.5
)Jeffboat inventory and valuation adjustments






2.1



(2.1
)Multi-employer pension expense buy-out






1.4



(1.4
)Realization of certain deferred tax assets






(1.8
)


1.8Refinancing cost write-off






1.0



1.0Acquired goodwill impairment charge






0.7



0.7Reversal of multi-employer pension expense buy-out






(1.3
)


(1.3
)Discontinued operations


(0.5
)






(0.5
)Net income after identified non-comparable expenses (income)

$
49.4


$
62.1


$
(12.7
)   1 2
    ton-mile
   42




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##### Table of Contents



Year
    ended December 31, 2007 compared to December 31,
    2006
                 43




---



##### Table of Contents



Segment
    overview
    Transportation
         44




---



##### Table of Contents



Year Ended


%


Year Ended


%


Year EndedDecember 31,


Change to


December 31,


Change to


December 31,2008


2007


2007


2006


2006Ton-miles
    (000s):Total dry


32,509,103



(9.8
)%


36,022,374



(5.3
)%


38,020,770Total liquid


2,852,223



(12.2
)%


3,248,738



(14.0
)%


3,777,089Total affreightment
    ton-miles


35,361,326



(10.0
)%


39,271,112



(6.0
)%


41,797,859Total non-affreightment
    ton-miles


4,100,050



(5.2
)%


4,326,404



30.4
%


3,317,000Total
    ton-miles


39,461,376



(9.5
)%


43,597,516



(3.4
)%


45,114,859Average
    ton-miles
    per affreightment barge


13,817



(4.6
)%


14,479



5.5
%


13,730Rates per ton mile:Dry rate per
    ton-mile














18.9
%


(1.6
)%Fuel neutral dry rate per
    ton-mile














7.8
%


(1.2
)%Liquid rate per
    ton-mile














34.3
%


13.1
%Fuel neutral liquid rate per-ton mile














12.9
%


13.3
%Overall rate per
    ton-mile

$
18.38



21.0
%

$
15.19



(0.2
)%

$
15.22Overall fuel neutral rate per
    ton-mile

$
16.46



8.4
%

$
15.26



0.2
%

$
14.59Revenue per average barge operated

$
327,830



18.3
%

$
277,018



8.8
%

$
254,640Fuel price and volume data:Fuel price

$
3.17



49.1
%

$
2.13



8.6
%

$
1.96Fuel gallons


71,704



(9.8
)%


79,500



(0.8
)%


80,130Revenue data (in thousands):Affreightment revenue

$
649,212



9.0
%

$
595,438



(6.2
)%

$
635,093Towing


81,629



26.2
%


64,660



35.0
%


47,900Charter and day rate


76,977



17.0
%


65,793



51.9
%


43,310Demurrage


49,579



11.6
%


44,426



9.0
%


40,763Other


39,875



4.1
%


38,300



88.8
%


20,282Total non-affreightment revenue


248,060



16.4
%


213,179



40.0
%


152,255Total transportation segment revenue

$
897,272



11.0
%

$
808,617



2.7
%

$
787,348     Barge
    Fleet Changes
  Domestic Barges  Fourth Quarter

Dry


Tankers


TotalBarges operated as of the end of the 3rd quarter 2008


2,303



380



2,683Retired


(28
)






(28
)New builds






11



11Purchased


15







15Change in number of barges leased


(36
)






(36
)Barges operated as of the end of 2008


2,254



391



2,645   45




---



##### Table of Contents



Barges  Last three years

Dry


Tankers


TotalBarges operated as of the end of 2005


2,803



371



3,174Retired


(228
)


(18
)


(246
)New builds


70



16



86Change in number of barges leased


(6
)


2



(4
)Barges operated as of the end of 2006


2,639



371



3,010Retired


(258
)


3



(255
)New builds


50



13



63Purchased


37







37Change in number of barges leased


(28
)


1



(27
)Barges operated as of the end of 2007


2,440



388



2,828Retired


(123
)


(8
)


(131
)New builds






11



11Purchased


16







16Change in number of barges leased


(79
)






(79
)Barges operated as of the end of 2008


2,254



391



2,645     Owned
    Boat Counts and Average Age by Horsepower Class
  AverageHorsepower Class

Number


Age1,950 or less


52



31.8Less than 4,300


22



34.6Less than 6,200


43



34.07,000 or over


15



31.5Total/overall age


132



33.0     ton-mile ton-mile
     46




---



##### Table of Contents



ton-mile
  ton-mile
        Manufacturing
   47




---



##### Table of Contents



Manufacturing
    segment units produced for sale or internal use:
  Years Ended December 31,2008


2007


2006External sales:Liquid tank barges


53



28



25Ocean tank barges


4



2



2Dry cargo barges*


201



311



202Total external units sold


258



341



229Internal sales:Liquid tank barges


11



13



16Dry cargo barges






50



70Total units into production


11



63



86Total units produced


269



404



315     *
    
    Includes 10 hybrid barges in 2008 48




---



##### Table of Contents



Consolidated
    Financial Overview  Non-GAAP Financial Measure
    Reconciliation
  NET
    INCOME TO EBITDA RECONCILIATION
  Year Ended Dec. 31,2008


2007


2006(Dollars in thousands)(Unaudited)Income from continuing operations

$
47,526


$
44,367


$
86,598Discontinued operations, net of income taxes


485



(6
)


5,654Consolidated Net Income

$
48,011


$
44,361


$
92,252Adjustments from continuing operations:Interest income


(156
)


(161
)


(46
)Interest expense


26,864



20,578



18,354Debt retirement expenses


2,379



23,938



1,437Depreciation and amortization


51,876



49,371



47,378Taxes


27,340



21,855



49,822Adjustments from discontinued operations:Interest income


(38
)


(134
)


(651
)Depreciation and amortization










1,428Taxes


291



(50
)


1,837Adjusted EBITDA from continuing operations


155,829



159,948



203,543Adjusted EBITDA from discontinued operations


738



(190
)


8,268Adjusted consolidated EBITDA

$
156,567


$
159,758


$
211,811Selected segment EBITDA calculations:Transportation net income

$
38,015


$
36,389


$
78,364Interest income


(145
)


(160
)


(46
)Interest expense


26,788



20,578



18,354Debt retirement expenses


2,379



23,938



1,437Depreciation and amortization


47,255



46,694



45,489Taxes


27,114



21,855



49,822Transportation EBITDA

$
141,406


$
149,294


$
193,420Manufacturing net income

$
16,577


$
18,850


$
19,116Depreciation and amortization


2,858



2,595



1,889Total Manufacturing EBITDA


19,435



21,445



21,005Intersegment profit


(6,839
)


(11,057
)


(10,882
)External Manufacturing EBITDA

$
12,596


$
10,388


$
10,123    49




---



##### Table of Contents



Outlook
    Transportation:
     50




---



##### Table of Contents



51




---



##### Table of Contents



52




---



##### Table of Contents



Manufacturing:
   53




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC. OPERATING RESULTS by BUSINESS SEGMENT
    Year Ended December 31, 2008 as compared with Year Ended
    December 31, 2007 
    (Dollars in thousands except where noted) (Unaudited)
  % of ConsolidatedRevenueYear Ended Dec. 31,


Year2008


2007


Variance


2008


2007REVENUETransportation and Services

$
942,011


$
810,443


$
131,568



78.7
%


77.2
%Manufacturing (external and internal)


284,274



290,053



(5,779
)


23.8
%


27.6
%Intersegment manufacturing elimination


(29,480
)


(50,136
)


20,656



(2.5
)%


(4.8
)%Consolidated Revenue


1,196,805



1,050,360



146,445



100.0
%


100.0
%OPERATING EXPENSETransportation and Services


849,934



709,906



140,028Manufacturing (external and internal)


267,748



271,327



(3,579
)Intersegment manufacturing elimination


(22,641
)


(39,079
)


16,438Consolidated Operating Expense


1,095,041



942,154



152,887



91.5
%


89.7
%OPERATING INCOMETransportation and Services


92,077



100,537



(8,460
)Manufacturing (external and internal)


16,526



18,726



(2,200
)Intersegment manufacturing elimination


(6,839
)


(11,057
)


4,218Consolidated Operating Income


101,764



108,206



(6,442
)


8.5
%


10.3
%Interest Expense


26,864



20,578



6,286Debt Retirement Expenses


2,379



23,938



(21,559
)Other Expense (Income)


(2,345
)


(2,532
)


187Income from Continuing Operations before Income Taxes


74,866



66,222



8,644Income Taxes


27,340



21,855



5,485Discontinued Operations


485



(6
)


491Net Income

$
48,011


$
44,361


$
3,650Domestic Barges Operated (average of period beginning and end)


2,737



2,919



(182
)Revenue per Barge Operated (Actual)

$
327,830


$
277,018


$
50,812  54




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##### Table of Contents



RESULTS
    OF OPERATIONS
  Year
    ended December 31, 2008 compared to Year ended
    December 31, 2007
  Revenue.
  ton-mile
  ton-mile ton-mile
  ton-mile ton-mile
    Operating Expense.
    
    Fuel costs.  Per gallon costs escalated almost
    50% to an average of $3.17 per gallon for the year ended
    December 31, 2008 over 2007 levels driving direct fuel
    expenses to a $58.3 million year over year variance (or a
    34.5% full year increase). Taxes on fuel usage declined slightly
    due to lower consumption.
    Materials, supplies and other expense.  The
    increase of $25.5 million (or 9.1%) was driven by higher
    costs of outside towing, fleeting and shifting costs
    (approximately $10 million of which was driven by the
    higher fuel prices passed through to us by the vendors) and by
    higher claims expenses related to three hurricane events and
    unfavorable operating conditions.
    Labor, training and fringe benefits costs.  The
    increase of $7.1 million resulted primarily from higher
    target-based incentive earnings and inflation in labor rates as
    the number of vessel employees was relatively constant year over
    year. The increase was partially offset by the reversal in 2008
    of a $2.1 million accrual for withdrawal from a
    multi-employer pension plan for certain represented employees
    which was expensed in 2007. This resulted from a settlement with
    the represented employees who bargained to continue to
    participate in the plan.
    Operating expenses.  $43.2 million of the
    increase was due to the consolidation of the service companies
    which we acquired in late 2007 and early 2008. This included
    $1.1 million representing impairment of acquired goodwill.
    The impairment resulted primarily from increases in the
    Companys weighted average cost of capital used to discount
    the expected cash flows of the services companies to determine
    estimated fair value resulting in an excess of fair value over
    the estimated fair value for certain operations that were
    carrying goodwill. 55




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##### Table of Contents




    Scrapping costs and gain/loss on
    disposition.  Costs related to our scrapping
    operations, mostly the remaining book value of scrapped barges,
    decreased by $2.4 in the year ended December 31, 2008
    compared to 2007. $2.4 million in lower gains on sales of
    assets as a result of a lower number of barges sold for scrap in
    2008 (partially offset by the gain on the sale of five boats)
    drove a decrease of $2.4 million in total gains on
    dispositions for the year ended December 31, 2008 compared
    to 2007.
    Selling, general and administrative
    expenses.  $8.6 million of the
    $14.4 million increase was due to the consolidation of the
    service companies which we acquired in late 2007 and early 2008.
    The increase in the transportation segment of $5.9 was driven by
    $3.8 million higher target-based incentive compensation
    accruals, $1.9 million cost of the 2008 reduction in force,
    the refinancing costs not related to the Companys
    successful February 2009 extension of its credit facility of
    $1.5 million written off in the fourth quarter and
    $1 million in higher marketing expenses, partially offset
    by lower provisions for bad debts and lower employee relocation
    expenses.    Operating Income.
  Interest Expense.
  Debt Retirement Expenses.
  Income Tax Expense.
  Net Income.
 56




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC. OPERATING RESULTS by BUSINESS SEGMENT
    Year Ended December 31, 2007 as compared with Year Ended
    December 31, 2006
    (Dollars in thousands except where noted) (Unaudited)
  % of ConsolidatedRevenueYear Ended Dec. 31,


Year2007


2006


Variance


2007


2006REVENUETransportation and services

$
810,443


$
787,348


$
23,095



77.2
%


83.5
%Manufacturing (external and internal)


290,053



211,367



78,686



27.6
%


22.4
%Intersegment manufacturing elimination


(50,136
)


(56,163
)


6,027



(4.8
)%


(5.9
)%Consolidated Revenue


1,050,360



942,552



107,808



100.0
%


100.0
%OPERATING EXPENSETransportation and services


709,906



642,904



67,002Manufacturing (external and internal)


271,327



192,517



78,810Intersegment manufacturing elimination


(39,079
)


(45,281
)


6,202Consolidated Operating Expense


942,154



790,140



152,014



89.7
%


83.8
%OPERATING INCOMETransportation and services


100,537



144,444



(43,907
)Manufacturing (external and internal)


18,726



18,850



(124
)Intersegment manufacturing elimination


(11,057
)


(10,882
)


(175
)Consolidated Operating Income


108,206



152,412



(44,206
)


10.3
%


16.2
%Interest Expense


20,578



18,354



2,224Debt Retirement Expenses


23,938



1,437



22,501Other Income


(2,532
)


(3,799
)


1,267Income before Income Taxes


66,222



136,420



(70,198
)Income Taxes


21,855



49,822



(27,967
)Discontinued Operations


(6
)


5,654



(5,660
)Net Income

$
44,361


$
92,252


$
(47,891
)Domestic Barges Operated (average of period beginning and end)


2,919



3,092



(173
)Revenue per Barge Operated (Actual)

$
277,018


$
254,640


$
22,378   Year
    ended December 31, 2007 compared to Year ended
    December 31, 2006
  Revenue.
    ton-mile
 57




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##### Table of Contents



ton-mile
  Operating Expense.
    
    Labor, training and fringe benefits costs.  The
    increase of almost 300 in the number of vessel employees during
    the year ended December 31, 2007 compared to 2006, combined
    with inflation in labor rates and lower incentive earnings drove
    an increase of $25.8 million year over year. In addition,
    the Company made a decision during its fourth quarter of 2007 to
    buy out of the multi-employer plan for certain of its
    represented employees and accrued $2.1 million in
    additional costs during that quarter.
    Fuel costs.  Per gallon costs escalated 34% to
    $2.52 per gallon in the fourth quarter of 2007 driving direct
    fuel expenses to a $12.1 million year over year variance
    (or a 7.7% full year increase) from essentially flat at the end
    of three quarters. Taxes on fuel usage declined
    $1.1 million due to lower consumption.
    Vessel repairs, claims and barge
    preparation.  These expenses increased
    $11.1 million year over year due to the aging of the barge
    and boat fleets and expenses to upgrade certain of the McKinney
    vessels.
    External towing, fleeting and shifting
    costs.  The rate of increase year over year of
    these expenses escalated in the fourth quarter of 2007 from
    $3.2 million after three quarters to $7.9 million for
    the full year. We believe this to have resulted primarily from
    pass through by providers of the dramatic fuel increases in the
    fourth quarter of 2007 and to a lesser degree to higher volume.
    Depreciation and amortization.  These costs
    increased by $1.2 million due to the higher asset base.
    Scrapping costs and gain/loss on
    disposition.  Costs related to our scrapping
    operations, mostly the remaining book value of scrapped barges
    increased $5.8 million in the year ended December 31,
    2007 compared to 2006. Gains on sales of whole barges to third
    parties for scrap and the gain on the sale of one boat drove an
    increase of $3.2 million in total gains on dispositions for
    the year ended December 31, 2007 compared to 2006.
    Selling, general and administrative
    expenses.  Increased employee related costs
    increases (though largely offset by lower incentive compensation
    accruals), higher bad debt expense, higher marketing expenses
    and expenses related to bond retirement drove a
    $3.0 million increase in the year ended December 31,
    2007 when compared to 2006. Due to the higher revenue level in
    2007 selling, general and administrative expense was essentially
    flat as a percent of transportation segment revenues. In
    addition, our naval architecture business incurred
    $1.0 million in selling, general and administrative
    expenses.  ramp-up,
 58




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##### Table of Contents



Operating Income.
  Interest Expense.
  Debt Retirement Expenses.
  Other Income.
  Income Tax Expense.
  Discontinued Operations, Net of Income
    Tax.
  Net Income.
  LIQUIDITY
    AND CAPITAL RESOURCES
     59




---



##### Table of Contents



Our
    Indebtedness
   60




---



##### Table of Contents



Net
    Cash, Capital Expenditures and Cash Flow
           61




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitment Summary
    Less Than


One to


Three to


AfterContractual Obligations

Total


One Year


Two Years


Five Years


Five YearsLong-term debt obligations(1)Elliott Bay acquisition note(2)

$
0.7


$
0.7


$



$



$
Summit Contracting acquisition note(3)


0.7



0.7











Revolving Credit Facility


498.2



35.6



54.2



408.4



Operating lease obligations(4)


178.0



25.8



24.8



51.2



76.2Total contractual cash obligations

$
677.6


$
62.8


$
79.0


$
459.6


$
76.2Estimated interest on contractual debt obligations(5)

$
79.6


$
35.6


$
35.6


$
8.4


$
     (1)
    
    Represents the principal and interest amounts due on outstanding
    debt obligations, current and long term as of December 31,
    2008.(2)
    
    This note represents consideration paid for the acquisition of
    Elliott Bay Design Corporation in October 2007.(3)
    
    This note represents consideration paid for the acquisition of
    Summit Contracting in April 2008.(4)
    
    Represents the minimum lease rental payments under
    non-cancelable leases, primarily for vessels and land.(5)
    
    Interest expense calculation begins on January 1, 2009 and
    ends on the respective maturity dates.    Principal atDecember 31,


Period


InterestObligation

2008


From


To


RateElliott Bay acquisition note

$
0.7



1/1/2009



1/2/2009



5.50
%Summit Contracting acquisition note

$
0.7



1/1/2009



9/30/2009



6.00
%Revolving credit facilities

$
418.6



1/1/2009



3/31/2011



8.50
%     SEASONALITY
    CHANGES
    IN ACCOUNTING STANDARDS
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans, and amendment of FASB Statements No
    87, 88, 106, and 132 (R)
 62




---



##### Table of Contents



At December 31, 2006Prior to


Effect of


As ReportedAdopting


Adopting


at December 31,SFAS 158


SFAS 158


2006Accrued Pension Liability

$
(12,661
)

$
(3,365
)

$
(16,026
)Accrued Post Retirement Liability


(11,208
)


1,151



(10,057
)Deferred Income Taxes


514



824



1,338Accumulated Other Comprehensive Loss


(1,374
)


(2,197
)


(3,571
)      63




---



##### Table of Contents



instrument-by-instrument
   64




---



##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES
     65




---



##### Table of Contents



Revenue
    Recognition
    and/or
              Inventory
    Expense
    Estimates for Harbor and Towing Service Charges
   66




---



##### Table of Contents



Insurance
    Claim Loss Deductibles
    Employee
    Benefit Plans
        Impairment
    of Long-Lived Assets
    Impairment
    of Acquired Goodwill
   67




---



##### Table of Contents



Assets
    and Asset Capitalization Policies
        RISK
    FACTORS AND FORWARD-LOOKING STATEMENTS
    Form 10-K
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.    Fuel
    Price Risk
   68




---



##### Table of Contents



Interest
    Rate and Other Risks
    Foreign
    Currency Exchange Rate Risks
   69




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.  Managements
    Report on Internal Control over Financial Reporting
  Form 10-K
  Rules 13a-15(f) 15d-15(f)
        /s/  Michael
    P. RyanMichael
    P. Ryan
    President and Chief Executive Officer

/s/  Thomas
    R. PilholskiThomas
    R. Pilholski
    Senior Vice President and Chief Financial Officer  70




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                /s/  ERNST &
    YOUNG LLP
  Louisville, Kentucky
 March 9, 2009
 71




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
          Share-Based Payment Employers Accounting for Defined Benefit
    Pension and Other Postretirement Plans, an amendment of FASB
    Statements No. 87, 88, 106, and 132(R)
    /s/  ERNST &
    YOUNG LLP
  Louisville, Kentucky
 March 9, 2009
 72




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  CONSOLIDATED
    INCOME STATEMENTS
  Years Ended December 31,2008


2007


2006(In thousands, except shares and per share amounts)RevenuesTransportation and Services

$
942,011


$
810,443


$
787,348Manufacturing


254,794



239,917



155,204Revenues


1,196,805



1,050,360



942,552Cost of SalesTransportation and Services


769,701



645,237



582,271Manufacturing


242,309



228,190



141,589Cost of Sales


1,012,010



873,427



723,860Gross Profit


184,795



176,933



218,692Selling, General and Administrative Expenses


81,907



68,727



66,280Goodwill Impairment


1,124







Operating Income


101,764



108,206



152,412Other Expense (Income)Interest Expense


26,864



20,578



18,354Debt Retirement Expenses


2,379



23,938



1,437Other, Net


(2,345
)


(2,532
)


(3,799
)Other Expenses


26,898



41,984



15,992Income from Continuing OperationsBefore Taxes


74,866



66,222



136,420Income Taxes


27,340



21,855



49,822Income From Continuing Operations


47,526



44,367



86,598Discontinued Operations, Net of Tax


485



(6
)


5,654Net income

$
48,011


$
44,361


$
92,252Basic Earnings Per Common Share:Income from continuing operations

$
0.94


$
0.79


$
1.43Income from discontinued operations, net of tax


0.01







0.09Basic Earnings Per Common Share

$
0.95


$
0.79


$
1.52Earnings Per Common Share  Assuming Dilution:Income from continuing operations

$
0.93


$
0.77


$
1.38Income from discontinued operations, net of tax


0.01







0.09Earnings Per Common Share  Assuming Dilution:

$
0.94


$
0.77


$
1.47Weighted Average Shares OutstandingBasic


50,459,196



56,245,368



60,742,980Diluted


50,832,296



57,679,406



62,800,804    73




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2008


2007(In thousands, except shares and and per share amounts)ASSETSCurrent AssetsCash and Cash Equivalents

$
1,217


$
5,021Accounts Receivable, Net


138,695



114,921Inventory


69,635



70,890Deferred Tax Asset


5,173



2,582Assets Held for Sale


4,577



325Prepaid and Other Current Assets


39,002



26,336Total Current Assets


258,299



220,075Properties, Net


554,580



511,832Investment in Equity Investees


4,039



3,456Other Assets


22,333



25,448Total Assets

$
839,251


$
760,811LIABILITIESCurrent LiabilitiesAccounts Payable

$
67,719


$
61,130Accrued Payroll and Fringe Benefits


25,179



15,720Deferred Revenue


13,986



17,824Accrued Claims and Insurance Premiums


22,819



15,647Accrued Interest


1,237



1,688Current Portion of Long Term Debt


1,420



Customer Deposits


6,682



5,596Other Liabilities


43,522



32,036Total Current Liabilities


182,564



149,641Long Term Debt


418,550



439,760Pension and Post Retirement Liabilities


44,140



14,102Deferred Tax Liability


30,389



26,569Other Long Term Liabilities


4,899



5,348Total Liabilities


680,542



635,420STOCKHOLDERS EQUITYCommon stock; authorized 125,000,000 shares at
    $.01 par value; 63,254,986 and 62,549,666 shares
    issued and outstanding as of December 31, 2008 and 2007,
    respectively


633



626Treasury Stock; 12,603,626 and 12,407,006 shares at
    December 31, 2008 and 2007, respectively


(312,886
)


(309,517
)Other Capital


293,018



279,266Retained Earnings


195,920



148,426Accumulated Other Comprehensive (Loss) Income


(17,976
)


6,590Total Stockholders Equity


158,709



125,391Total Liabilities and Stockholders Equity

$
839,251


$
760,811   74




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  CONSOLIDATED
    STATEMENT OF STOCKHOLDERS EQUITY
  AccumulatedOtherCommon Stock


Treasury


Other


Unearned


Retained


ComprehensiveShares


Amount


Stock


Capital


Compensation


Earnings


Income (Loss)


Total(In thousands, except shares and per share amounts)Balance at December 31, 2005


61,503,432


$
615


$



$
250,622


$
(3,495
)

$
11,813


$
(5,854
)

$
253,701Adoption of SFAS 123R














(3,495
)


3,495











Amortization of Restricted Stock, Stock Options, Performance
    Shares and Restricted Stock Units














5,041















5,041Excess Tax Benefit Related to Share-based Compensation














6,174















6,174Exercise of Stock Options


380,124



4







1,072















1,076Underwriting Fees














(5
)














(5
)Acquisition of Treasury Stock


(172,320
)






(3,207
)


















(3,207
)Adoption of SFAS 158 (Net of Tax Benefit)


























(1,373
)


(1,373
)Comprehensive Income:Net Income






















92,252







92,252Minimum Pension Liability (Net of Tax Benefit)


























4,994



4,994Total Comprehensive Income





$



$



$



$



$
92,252


$
4,994


$
97,246Balance at December 31, 2006


61,711,236


$
619


$
(3,207
)

$
259,409


$



$
104,065


$
(2,233
)

$
358,653Amortization of Restricted Stock, Stock Options, Performance
    Shares and Restricted Stock Units














6,846















6,846Excess Tax Benefit Related to Share-based Compensation














11,016















11,016Exercise of Stock Options


521,252



5







1,995















2,000Issuance of Restricted Stock


144,858



2























2Acquisition of Treasury Stock


(180,043
)






(6,216
)


















(6,216
)Repurchase of Treasury Stock


(12,054,643
)






(300,094
)


















(300,094
)Comprehensive Income:


























Net Income






















44,361







44,361Net loss on fuel swaps designated as cash flow hedging
    instruments


























(28
)


(28
)Minimum Pension Liability (Net of Tax Benefit)


























8,851



8,851Total Comprehensive Income





$



$



$



$



$
44,361


$
8,823


$
53,184Balance at December 31, 2007


50,142,660


$
626


$
(309,517
)

$
279,266


$



$
148,426


$
6,590


$
125,391Amortization of Restricted Stock, Stock Options, Performance
    Shares and Restricted Stock Units














9,284















9,284Excess Tax Benefit Related to Share-based Compensation














3,455















3,455Exercise of Stock Options


483,432



4







1,015















1,019Issuance of Restricted Stock and Performance Shares


221,888



3







(2
)














1Acquisition of Treasury Stock


(196,620
)






(3,369
)


















(3,369
)Comprehensive Income:Net Income






















48,011







48,011SFAS 158 Pension Measurement Date Change (Net of Tax
    Benefit)






















(517
)






(517
)Net Loss on Fuel Swaps Designated as Cash Flow Hedging
    Instruments (Net of Tax Benefit)


























(7,496
)


(7,496
)Minimum Pension Liability (Net of Tax Benefit)


























(17,070
)


(17,070
)Total Comprehensive Income





$



$



$



$



$
47,494


$
(24,566
)

$
22,928Balance at December 31, 2008


50,651,360


$
633


$
(312,886
)

$
293,018


$



$
195,920


$
(17,976
)

$
158,709    75




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2008


2007


2006(In thousands)OPERATING ACTIVITIESNet Income

$
48,011


$
44,361


$
92,252Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating
    Activities:Depreciation and Amortization


51,876



49,371



48,806Debt Retirement Costs


2,379



23,938



1,437Debt Issuance Cost Amortization


2,625



445



1,080Deferred Taxes


19,337



7,252



7,201Gain on Sale of Venezuela Assets










(5,099
)Gain on Property Dispositions


(641
)


(3,390
)


(194
)Share-Based Compensation


9,284



6,845



5,045Other Operating Activities


2,158



1,030



782Changes in Operating Assets and Liabilities:Accounts Receivable


(15,970
)


(10,728
)


(17,786
)Inventory


4,013



(4,706
)


(16,830
)Accrued Interest


(461
)


(2,775
)


(713
)Other Current Assets


(16,165
)


2,094



(8,623
)Accounts Payable


3,001



12,284



9,180Other Current Liabilities


13,383



(10,222
)


20,940Net Cash Provided by Operating Activities before Reorganization
    Items


122,830



115,799



137,478Reorganization Items Paid






(33
)


(557
)Net Cash Provided by Operating Activities


122,830



115,766



136,921INVESTING ACTIVITIESProperty Additions


(97,892
)


(109,315
)


(90,042
)McKinney Acquisition






(15,573
)


Proceeds from Sale of Venezuela Operations










26,532Acquistion of Summit Contracting


(8,462
)


(6,199
)


Investment in Elliott Bay






(4,338
)


Proceeds from Property Dispositions


4,031



7,364



1,163Other Investing Activities


(1,884
)


(3,230
)


(1,552
)Net Cash Used in Investing Activities


(104,207
)


(131,291
)


(63,899
)FINANCING ACTIVITIESRevolving Credit Facility Borrowings






439,000



Revolving Credit Facility Repayments


(20,450
)






(70,000
)2015 Senior Note Repayments






(119,500
)


(10,500
)Tender Premium Paid






(18,390
)


(1,135
)Proceeds from Sale/Leaseback






15,905



Outstanding Checks


1,806



(5,140
)


(3,090
)Debt Costs


(4,888
)


(2,638
)


(13
)Tax Benefit of Share Based Compensation


3,455



11,016



6,174Exercise of Stock Options


1,019



2,000



1,072Acquisition of Treasury Stock


(3,369
)


(6,216
)


(3,207
)Stock Repurchase Program






(300,094
)


Other Financing Activities






(510
)


(1,169
)Net Cash (Used in) Provided by Financing Activities


(22,427
)


15,433



(81,868
)Net Decrease in Cash and Cash Equivalents


(3,804
)


(92
)


(8,846
)Cash and Cash Equivalents at Beginning of Period


5,021



5,113



13,959Cash and Cash Equivalents at End of Period

$
1,217


$
5,021


$
5,113Supplemental Cash Flow Information:Interest Paid

$
24,162


$
40,951


$
18,704Income Taxes Paid


3,933



5,276



29,947    76




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Dollars
    in thousands)
  NOTE 1.
    ACCOUNTING
    POLICIES  REPORTING
    ENTITY
        PRINCIPLES
    OF CONSOLIDATION
      USE OF
    ESTIMATES
   77




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CASH
    AND CASH EQUIVALENTS
    ACCOUNTS
    RECEIVABLE
    December 31,


December 31,2008


2007Accounts Receivable

$
139,845


$
116,139Allowance for Doubtful Accounts


(1,150
)


(1,218
)$
138,695


$
114,921     INVENTORY
    December 31,


December 31,2008


2007Raw Materials

$
20,648


$
19,009Work in Process


21,359



25,203Parts and Supplies(1)


27,628



26,678$
69,635


$
70,890     (1)
    
    Net of reserves for obsolete and slow moving inventories of $373
    and $455 at December 31, 2008 and 2007, respectively.  PREPAID
    AND OTHER CURRENT ASSETS
    ASSETS
    AND ASSET CAPITALIZATION POLICIES
   78




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        IMPAIRMENT
    OF LONG-LIVED AND INTANGIBLE ASSETS
         79




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  PROPERTIES,
    DEPRECIATION AND AMORTIZATION
    December 31,


December 31,2008


2007Land

$
10,402


$
10,403Buildings and Improvements


48,803



41,201Equipment


667,641



591,109726,846



642,713Less Accumulated Depreciation


172,266



130,881$
554,580


$
511,832     INTANGIBLE
    ASSETS
    December 31,


2008


December 31,2007


Additions


Amortization


Impairments


2008Goodwill  McKinney

$
2,100


$



$



$



$
2,100Covenant Not to Compete  Elliott Bay


504







183







321Goodwill  Elliott Bay


3,506



1,247







855



3,898Permits/Licenses  Summit






170



128







42Customer Backlog  Summit






280



210







70Covenant Not to Compete  Summit






2,530



380







2,150Customer Relations  Summit






1,460



74







1,386Tradenames  Summit






1,980











1,980Goodwill  Summit






269







269



$
6,110


$
7,936


$
975


$
1,124


$
11,947     2009

$
7172010


6052011


6052012


6052013


225    80




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  INVESTMENTS
    IN EQUITY INVESTEES
      DEBT
    COST AMORTIZATION
    DERIVATIVE
    INSTRUMENTS
    REVENUE
    RECOGNITION
    and/or
 81




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            EXPENSE
    ESTIMATES FOR HARBOR AND TOWING SERVICE CHARGES
    EXPENSE
    ESTIMATES FOR UNBILLED BOAT AND BARGE MAINTENANCE
    CHARGES
    INSURANCE
    CLAIM LOSS DEDUCTIBLES AND SELF INSURANCE
   82




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EMPLOYEE
    BENEFIT PLANS
    RECLASSIFICATIONS
    RECENTLY
    ISSUED ACCOUNTING STANDARDS
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans, and amendment of FASB Statements No
    87, 88, 106, and 132 (R)
     83




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    At December 31, 2006Prior to


Effect of


As ReportedAdopting


Adopting


at December 31,SFAS 158


SFAS 158


2006Accrued Pension Liability

$
(12,661
)

$
(3,365
)

$
(16,026
)Accrued Post Retirement Liability


(11,208
)


1,151



(10,057
)Deferred Income Taxes


514



824



1,338Accumulated Other Comprehensive Loss


(1,374
)


(2,197
)


(3,571
)          84




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    instrument-by-instrument
     85




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        NOTE 2.
    EARNINGS
    PER SHARE      2008


2007


2006Net Income

$
48,011


$
44,361


$
92,252Weighted average common shares outstanding (used to calculate
    basic EPS)


50,459



56,245



60,743Dilutive effect of share-based compensation


373



1,434



2,058Shares used to calculate fully diluted EPS


50,832



57,679



62,801Basic earnings per share

$
0.95


$
0.79


$
1.52Diluted earnings per share

$
0.94


$
0.77


$
1.47   NOTE 3.
    DEBT  December 31,


December 31,2008


2007Revolving Credit Facility

$
418,550


$
439,000Elliott Bay Note


750



760Summit Contracting Note


670



Total Debt


419,970



439,760Less Current Portion of Long Term Debt


1,420



Long Term Debt

$
418,550


$
439,760  86




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               87




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2009

$
1,4202010


18,5502011


400,0002012


2013


Thereafter


$
419,970   NOTE 4.
    INCOME
    TAXES      2008


2007


2006Income taxes currently payableFederal

$
9,919


$
13,680


$
34,610State


954



1,332



3,26410,873



15,012



37,874Deferred income tax expenseFederal


14,804



6,055



10,736State


1,663



788



1,21216,467



6,843



11,948Total income taxes

$
27,340


$
21,855


$
49,822Income tax attributable to other comprehensive loss:

$
15,205


$
5,304


$
2,170     2008


2007


2006Tax at federal statutory rate

$
26,203


$
23,178


$
47,747State income taxes, net


1,701



1,378



2,912Other:Prior year taxes


(673
)


(2,791
)


(571
)Other miscellaneous items


109



90



(266
)Total income tax expense

$
27,340


$
21,855


$
49,822  88




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,


December 31,2008


2007DEFERRED TAX ASSETS:Reserve for bad debts

$
534


$
456Inventory adjustments


2,096



222Employee benefits and compensation


1,923



1,660EPA and legal reserves






41Other accruals


335



46Warranty accruals


285



157CURRENT DEFERRED TAX ASSET

$
5,173


$
2,582Foreign property

$



$
832Accrued claims


1,006



1,187Accrued pension  ACL plan long-term


13,655



1,968Deferred non-qualified 401(k) plan


1,789



1,953Accrued post-retirement medical


2,884



3,316Stock compensation


3,609



2,712Temporary differences due to income recognition timing


15



19AMT credit


855



924TOTAL DEFERRED TAX ASSETS

$
28,986


$
15,493DEFERRED TAX LIABILITIESDomestic property

$
(56,419
)

$
(35,850
)Equity investments in domestic partnerships and limited
    liability companies


(396
)


(398
)Long term leases


(877
)


(1,196
)Prepaid insurance


(948
)


(1,189
)Software


(995
)


(780
)Gain on Fuel Futures


4,976



Goodwill


457



(67
)TOTAL DEFERRED TAX LIABILITIES

$
(54,202
)

$
(39,480
)NET DEFERRED TAX LIABILITY

$
(25,216
)

$
(23,987
)   NOTE 5.
    EMPLOYEE
    BENEFIT PLANS     89




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            90




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pension PlanDecember 31, 2008


December 31, 2007Accumulated Benefit Obligation, End of Year

$
163,325


$
155,938CHANGE IN PROJECTED BENEFIT OBLIGATION:Projected benefit obligation, beginning of period

$
159,485


$
159,354Service cost


5,320



4,950Interest cost


9,520



9,004Plan Amendments






543Actuarial gain


(553
)


(7,422
)Benefits paid


(6,332
)


(6,944
)Projected benefit obligation, end of period

$
167,440


$
159,485CHANGE IN PLAN ASSETS:Fair value of plan assets, beginning of period

$
154,233


$
143,328Actual return on plan assets


(16,904
)


17,849Company contributions






Benefits paid


(6,332
)


(6,944
)Fair value of plan assets, end of period

$
130,997


$
154,233Funded status

$
(36,443
)

$
(5,252
)AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS:Noncurrent assets

$



$
Current liabilities






Noncurrent liabilities


(36,443
)


(5,252
)Net amounts recognized

$
(36,443
)

$
(5,252
)AMOUNTS RECOGNIZED IN CONSOLIDATED OTHER COMPREHENSIVE
    INCOME:Net actuarial (gain) loss

$
18,877


$
(8,948
)Prior service cost


472



543Total

$
19,349


$
(8,405
)  Measurement date


December 31, 2008



September 30, 2007  91




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Post-Retirement PlanDecember 31, 2008


December 31, 2007CHANGE IN BENEFIT OBLIGATION:Benefit obligation, beginning of period

$
9,404


$
10,275Service cost


45



195Interest cost


501



569Plan participants contributions


378



441Actuarial gain


(811
)


(1,049
)Benefits paid


(1,040
)


(1,027
)Benefit obligation, end of period

$
8,477


$
9,404CHANGE IN PLAN ASSETS:Fair value of plan assets, beginning of period

$



$
Employer contributions


662



586Plan participants contributions


378



441Benefits paid


(1,040
)


(1,027
)Fair value of plan assets, end of period

$



$
FUNDED STATUS:Funded status

$
(8,477
)

$
(9,404
)Net claims during 4th quarter






146Funded status

$
(8,477
)

$
(9,258
)AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS:Noncurrent assets

$



$
Current liabilities


(779
)


(408
)Noncurrent liabilities


(7,698
)


(8,850
)Net amounts recognized

$
(8,477
)

$
(9,258
)AMOUNTS RECOGNIZED IN CONSOLIDATED OTHER COMPREHENSIVE
    INCOME:Net actuarial gain

$
(2,524
)

$
(2,178
)  Measurement date


December 31, 2008



September 30, 2007  92




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Components of net periodic benefit cost:
  2008


2007


2006Pension:Service cost

$
5,320


$
4,967


$
5,021Interest cost


9,520



9,004



8,574Expected return on plan assets


(12,187
)


(11,601
)


(10,956
)Amortization of prior service cost


57







159Net periodic benefit cost

$
2,710


$
2,370


$
2,798Post-retirement:Service cost

$
45


$
195


$
318Interest cost


501



569



645Amortization of net actuarial gain


(421
)


(21
)


Net periodic benefit cost

$
125


$
743


$
963Weighted-average assumptions   2008

2007Pension:Discount rate  benefit cost


6.00%



5.75%Discount rate  benefit obligation


6.10%



6.00%Expected return on plan assets


8.25%



8.25%Rate of compensation increase


2%/4% (2009/thereafter)



4.00%     December 31, 2008


December 31, 2007Asset CategoryEquity securities


50.4
%


59.9
%Debt securities


49.3



40.1Cash


0.3



Total


100.0
%


100.0
%     2008


2007Post-retirement:Discount rate  benefit cost


6.00
%


5.75
%Discount rate  benefit obligation


6.10
%


6.00
%  93




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Investment
    Policies and Strategies
  non-U.S. stocks
  Contributions
    and Payments
    Post-RetirementPension Plan


Medical Plan2009

$
6,178


$
7792010


6,799



8442011


7,422



9202012


8,187



9202013


8,840



926Next 5 years


54,591



3,807   NOTE 6.
    LEASE
    OBLIGATIONS      94




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  20142009


2010


2011


2012


2013


and afterOperating Lease Obligations

$
25,822


$
24,802


$
21,632


$
15,051


$
14,501


$
76,241   NOTE 7.
    RELATED
    PARTY TRANSACTIONS    NOTE 8.
    FINANCIAL
    INSTRUMENTS AND RISK MANAGEMENT    2008


2007Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueLiabilities:Revolving Credit Facility

$
418,550



418,550


$
439,000


$
439,000Elliott Bay Note


750



750



760



741Summit Contracting Note


670



645







Fuel Hedge Swap


13,279



13,279



28



28       Fuel
    Price Risk Management
    Fair Value of Measurementsat Reporting DateUsing Markets forDescription

12/31/2008


Identical Assets (Level 1)Fuel Price Swaps

$
(13,279
)

$
(13,279
)  95




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 9.
    CONTINGENCIES            e-mail Form 8-K
     96




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 10.
    BUSINESS
    SEGMENTS        Reportable Segments


All Other


IntersegmentTransportation


Manufacturing


Segments(1)


Eliminations


TotalYear ended December 31, 2008Total revenue

$
898,152


$
284,274


$
46,138


$
(31,759
)

$
1,196,805Intersegment revenues


880



29,480



1,399



(31,759
)


Revenue from external customers


897,272



254,794



44,739







1,196,805Operating expenseMaterials, supplies and other


304,858















304,858Rent


23,345















23,345Labor and fringe benefits


118,737















118,737Fuel


227,489















227,489Depreciation and amortization


47,255















47,255Taxes, other than income taxes


14,855















14,855Gain on disposition of equipment


(954
)














(954
)Cost of goods sold






242,309



34,116







276,425Total cost of sales


735,585



242,309



34,116







1,012,010Selling, general & administrative


69,493



2,798



9,616







81,907Goodwill impairment










1,124







1,124Total operating expenses


805,078



245,107



44,856







1,095,041Operating income (loss)

$
92,194


$
9,687


$
(117
)

$



$
101,764Segment assets

$
700,174


$
101,877


$
37,200


$



$
839,251Goodwill

$
2,100


$



$
3,898


$



$
5,997Property additions

$
89,938


$
7,441


$
513


$



$
97,892   97




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reportable Segments


All Other


IntersegmentTransportation


Manufacturing


Segments(1)


Eliminations


TotalYear ended December 31, 2007Total revenue

$
809,499


$
290,053


$
1,929


$
(51,121
)

$
1,050,360Intersegment revenues


882



50,136



103



(51,121
)


Revenue from external customers


808,617



239,917



1,826







1,050,360Operating expenseMaterials, supplies and other


279,359















279,359Rent


24,595















24,595Labor and fringe benefits


111,617















111,617Fuel


169,178















169,178Depreciation and amortization


46,694















46,694Taxes, other than income taxes


16,594















16,594Gain on Disposition of Equipment


(3,390
)














(3,390
)Cost of goods sold






228,190



590







228,780Total cost of sales


644,647



228,190



590







873,427Selling, general & administrative


63,627



4,058



1,042







68,727Total operating expenses


708,274



232,248



1,632







942,154Operating income

$
100,343


$
7,669


$
194


$



$
108,206Segment assets

$
661,388


$
92,427


$
6,996


$



$
760,811Goodwill

$
2,100


$



$
3,506


$



$
5,606Property additions

$
114,661


$
7,235


$
307


$



$
122,203     (1)
    
    Financial data for segments below the reporting thresholds is
    attributable to a segment that provides architectural design
    services that was acquired in the fourth quarter 2007 and the
    second quarter 2008.  98




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reportable Segments


All Other


IntersegmentTransportation


Manufacturing


Segments


Eliminations


TotalYear ended December 31, 2006Total revenue

$
788,376


$
211,367


$



$
(57,191
)

$
942,552Intersegment revenues


1,028



56,163







(57,191
)


Revenues from external customers


787,348



155,204











942,552Operating expenseMaterials, supplies and other


249,500















249,500Rent


22,445















22,445Labor and fringe benefits


90,294















90,294Fuel


157,070















157,070Depreciation and amortization


45,489















45,489Taxes, other than income taxes


17,667















17,667Gain on Disposition of Equipment


(194
)














(194
)Cost of goods sold






141,589











141,589Total cost of sales


582,271



141,589











723,860Selling, general & administrative


60,633



5,647











66,280Total operating expenses


642,904



147,236











790,140Operating income

$
144,444


$
7,968


$



$



$
152,412Segment assets

$
589,165


$
81,838


$



$



$
671,003Goodwill

$



$



$



$



$
Property additions

$
72,752


$
17,290


$



$



$
90,042     NOTE 11.  QUARTERLY
    DATA (UNAUDITED)
  20081st


2nd


3rd


4th


TotalOperating Revenue

$
270,516


$
322,694


$
313,675


$
289,920


$
1,196,805Gross Profit


29,633



33,937



56,669



64,556



184,795Operating Income


9,560



13,506



36,559



42,139



101,764Discontinued Operations


12



291



(7
)


189



485Income from Continuing Operations


2,303



3,364



18,355



23,504



47,526Basic earnings per share

$
0.05


$
0.07


$
0.36


$
0.47


$
0.95Diluted earnings per share

$
0.05


$
0.07


$
0.36


$
0.47


$
0.94   99




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  20071st


2nd


3rd


4th


TotalOperating Revenue

$
228,244


$
261,214


$
258,367


$
302,535


$
1,050,360Gross Profit


38,427



32,397



46,463



59,646



176,933Operating Income


21,996



13,990



30,842



41,378



108,206Discontinued Operations


(46
)


(3
)


3



40



(6
)Income from Continuing Operations


(1,066
)


5,900



15,888



23,645



44,367Basic earnings per share

$
(0.02
)

$
0.10


$
0.30


$
0.48


$
0.79Diluted earnings per share

$
(0.02
)

$
0.09


$
0.30


$
0.46


$
0.77     NOTE 12.
    ACCUMULATED
    OTHER COMPREHENSIVE INCOME (LOSS)    2008


2007Minimum pension liability, net of tax provision (benefit) of
    $7,251 and ($3,149), respectively

$
(12,098
)

$
5,256Minimum post retirement liability, net of tax provision of $987
    and $816, respectively


1,646



1,362Loss on fuel hedge, net of tax provision of $5,755 in 2008


(7,524
)


(28
)$
(17,976
)

$
6,590   NOTE 13.
    STOCKHOLDERS
    EQUITY        NOTE 14.
    SHARE-BASED
    COMPENSATION   100




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Restricted Shares
  Stock Options
  Restricted Stock Units
  Performance Share Units
 101




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008Weighted AverageNumber of


Exercise PriceStock Options:

options


per ShareOutstanding  beginning of year


1,824,384


$
7.39Granted


530,630



18.15Exercised


483,432
(1)


2.11Cancelled


184,238



21.45Expired


154,909



23.78Outstanding  end of year


1,532,435
(2)


9.44Exercisable at end of year


1,110,168
(3)

$
5.47   Other data (In thousands except weighted average fair
    value):

2008


2007Weighted average grant date fair value of options granted during
    year

$
8.46


$
16.48Compensation expense


2,533



2,090Income tax benefit


910



693Unrecognized compensation cost at December 31, 2008

$
2,452Weighted average remaining life for unrecognized compensation


1.5 years     (1)
    
    Options exercised included 483,432 shares in 2008. The
    total intrinsic value of the options exercised in 2008 was
    $6,383. Cash received upon exercise of the stock options was
    $1,019 and the related tax benefit realized was $2,211.(2)
    
    Options outstanding at December 31, 2008 had an aggregate
    intrinsic value less than the aggregate strike price of those
    options based on the market price of $4.90 per share at that
    date. At December 31, 2008 substantially all options
    outstanding expect to vest.(3)
    
    Options exercisable at December 31, 2008 had an aggregate
    intrinsic value less than the aggregate strike price of those
    options based on the market price of $4.90 per share at that
    date.  2008Weighted AverageNumber of


Fair Value atRestricted Stock:

shares


Grant DateUnvested  beginning of year


360,450


$
2.33Granted






Vested


360,450



2.33Cancelled






Unvested  end of year






   102




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other data (in thousands):

2008


2007Compensation expense

$
198


$
840Income tax benefit


72



317Income tax benefit realized


2,203



4,620Unrecognized compensation cost at December 31, 2008

$
Weighted average remaining life for unrecognized compensation


0.0 years   2008Weighted AverageNumber of


Fair Value atRestricted Stock Units:

shares


Grant DateUnvested  beginning of year


475,356


$
25.74Granted


527,197



17.74Vested


193,668



25.21Cancelled


138,342



20.54Unvested  end of year


670,543


$
20.43  Other data (in thousands):Compensation expense

$
5,927Income tax benefit


2,165Income tax benefit realized


1,285Unrecognized compensation cost at December 31, 2008

$
7,490Weighted average remaining life for unrecognized compensation


0.9 years   2008Weighted AverageNumber of


Fair Value atPerformance Share Units:

shares


Grant DateUnvested  beginning of year


100,790


$
22.56Granted


57,947



17.82Vested


28,220



22.20Cancelled


65,356



20.45Unvested  end of year


65,161


$
20.63  Other data (in thousands):Compensation expense

$
626Income tax benefit


229Income tax benefit realized


156Unrecognized compensation cost at December 31, 2008

$
Weighted average remaining life for unrecognized compensation


1.3 years   NOTE 15.
    DISCONTINUED
    OPERATIONS   103




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2008


2007


2006Revenue

$



$



$
21,994Cost of Sales






84



13,974Selling, General and Administrative






53



4,078Other Income


(776
)


(81
)


(3,549
)Income (Loss) from Discontinued Operations Before Income Tax


776



(56
)


7,491Income Tax (Benefit)


291



(50
)


1,837Income (Loss) from Discontinued Operations

$
485


$
(6
)

$
5,654   NOTE 16.
    ACQUISITIONS
    AND DISPOSITIONS    CostCurrent Assets

$
961Properties  Net


12,512Goodwill


2,100Purchase Price

$
15,573     104




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  AmortizationLife in Years

CostCurrent Assets



$
7,786Properties  Net




3,979Long Term Assets




16Covenant Not to Compete

5


2,530Tradenames

Indefinite


1,980Customer Relationships

14.8


1,460Customer Backlog

1


280Permits/Licenses

1


170Goodwill

Indefinite


269Purchase Price



$
18,470       AmortizationLife in Years

CostCurrent Assets



$
2,216Property, Plant & Equipment




511Covenant Not to Compete

3


550Goodwill

Indefinite


4,752Purchase Price



$
8,029        105




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 17.
    SUBSEQUENT
    EVENTS       106




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
    SCHEDULE II  VALUATION AND QUALIFYING
    ACCOUNTS
    (Dollars in thousands)
  Balance at


Charges


Additions to/


BalanceBeginning


to


(Deductions) from


at Endof Period


Expense


Revenue(a)


of PeriodDecember 31, 2008:

$
1,218


$
700


$
(768
)

$
1,150Allowance for uncollectible accountsDecember 31, 2007:Allowance for uncollectible accounts

$
337


$
1,269


$
(388
)

$
1,218December 31, 2006:Allowance for uncollectible accounts

$
1,741


$
(96
)

$
(1,308
)

$
337     (a)
    
    Write-off of uncollectible accounts receivable.  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Rule 13(a)-15(e) Form 10-K.
  See Managements Report on Internal Controls over
    Financial Reporting in Item 8, which is incorporated herein
    by reference
  Rules 13a-15(f) 15d-15(f)
  ITEM 9B.
    OTHER
    INFORMATION.   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.    Form 10-K
   107




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##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.      ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  (a)
    Documents filed as part of this report        (b)
    Exhibits   108




---



##### Table of Contents



SIGNATURES    AMERICAN COMMERCIAL LINES INC.
  By:
    /s/  Michael
    P. Ryan        Name

Title

Date/s/  Michael
    P. RyanMichael
    P. Ryan

Director, President and Chief Executive Officer (Principal
    Executive Officer)

March 11, 2009/s/  Thomas
    L. PilholskiThomas
    L. Pilholski

Senior Vice President, Chief Financial Officer (Principal
    Financial Officer)

March 11, 2009/s/  Clayton
    K. YeutterClayton
    K. Yeutter

Chairman of the Board

March 11, 2009/s/  Eugene
    I. DavisEugene
    I. Davis

Director

March 11, 2009/s/  Richard
    L. HuberRichard
    L. Huber

Director

March 11, 2009/s/  Nils
    E. LarsenNils
    E. Larsen

Director

March 11, 2009Emanuel
    L. Rouvelas

Director

March 11, 2009/s/  R.
    Christopher WeberR.
    Christopher Weber

Director

March 11, 2009  109




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##### Table of Contents



ExhibitNo.

Description2
.1

First Amended Joint Plan of Reorganization, dated as of
    October 19, 2004, of American Commercial Lines LLC and
    Affiliated Debtors (Incorporated by reference to the
    Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp., filed on
    April 29, 2005)3
.1

Certificate of Incorporation of American Commercial Lines Inc.
    (Incorporated by reference to the Companys
    Form S-1,
    filed on July 19, 2005)3
.2

Certificate of Amendment to Certificate of Incorporation of
    American Commercial Lines Inc. (Incorporated by reference to the
    Companys
    Form S-1,
    filed on July 19, 2005)3
.3

Second Amended and Restated Bylaws of American Commercial Lines
    Inc. dated July 27, 2006 (Incorporated herein by reference
    to the Companys Current Report on
    Form 8-K,
    filed on August 1, 2006)4
.1

Specimen common stock certificate (Incorporated by reference to
    the Companys
    Form S-1,
    filed on August 29, 2005)10
.1±

Employment Agreement, dated as of January 18, 2005, between
    American Commercial Lines Inc. and Mark R. Holden (Incorporated
    by reference to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp., filed on
    April 29, 2005)10
.2±

Termination Benefits Agreement, dated as of December 22,
    2003, among American Commercial Lines LLC, American Commercial
    Barge Line LLC, American Commercial Lines International LLC,
    Jeffboat LLC and W. Norb Whitlock (Incorporated by reference to
    the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp., filed on
    April 29, 2005)10
.3±

First Amendment and Supplement to Termination Benefits
    Agreement, dated as of April 30, 2004, among American
    Commercial Lines LLC, American Commercial Barge Line LLC,
    American Commercial Lines International LLC, Jeffboat LLC and W.
    Norb Whitlock (Incorporated by reference to the Registration
    Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp., filed on
    April 29, 2005)10
.4±

Second Amendment and Supplement to Termination Benefits
    Agreement, dated as of January 18, 2005, among American
    Commercial Lines LLC, American Commercial Barge Line LLC,
    American Commercial Lines International LLC, Jeffboat LLC and W.
    N. Whitlock (Incorporated by reference to the Registration
    Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp., filed on
    April 29, 2005)10
.5±

Employment Agreement, dated as of February 22, 2005,
    between American Commercial Lines Inc. and Christopher A. Black
    (Incorporated by reference to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp., filed on
    April 29, 2005)10
.6±

Employment Agreement, dated as of March 1, 2005, between
    American Commercial Lines Inc. and Nick Fletcher (Incorporated
    by reference to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp., filed on
    April 29, 2005)10
.7±

American Commercial Lines Inc. Equity Award Plan for Employees,
    Officers and Directors (Incorporated by reference to the
    Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp., filed on
    April 29, 2005)10
.8±

Form of American Commercial Lines Inc. Restricted Stock Award
    Agreement (under the American Commercial Lines Inc. Equity Award
    Plan for Employees, Officers and Directors) (Incorporated by
    reference to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp., filed on
    April 29, 2005)10
.31±

Form of Stock Option Agreement for executives of American
    Commercial Lines Inc. (Incorporated herein by reference to the
    Companys Current Report on
    Form 8-K,
    filed on February 7, 2006)10
.32±

Form of Restricted Stock Unit Agreement for executives of
    American Commercial Lines Inc. (Incorporated herein by reference
    to the Companys Current Report on
    Form 8-K
    filed on February 7, 2006)10
.33±

American Commercial Lines Inc. 2006 Executive Annual Incentive
    Plan (Incorporated herein by reference to the Companys
    Current Report on
    Form 8-
    K, filed on March 23, 2006) 110




---



##### Table of Contents



ExhibitNo.

Description10
.34±

Amendment to Employment Agreement between American Commercial
    Lines Inc. and Jerry R. Linzey (Incorporated herein by reference
    to the Companys Current Report on
    Form 8-K/A,
    filed on August 11, 2006)10
.35±

American Commercial Lines Inc. 2007 Executive Annual Incentive
    Plan (Incorporated herein by reference to the Companys
    Current Report on
    Form 8-K,
    filed on January 19, 2007)10
.36

Credit Agreement, dated April 27, 2007, by and among
    American Commercial Lines LLC, Jeffboat LLC, and ACL
    Transportation Services LLC, and Wells Fargo Bank, National
    Association as administrative agent, Bank of America, N.A. and
    JPMorgan Chase Bank, N.A., as co-syndication agents, Fortis
    Capital Corp. and LaSalle Bank National Association as
    co-documentation agents, and Branch Banking and
    Trust Company, Fifth Third Bank, National City Bank, PNC
    Bank National Association, SunTrust Bank, U.S. Bank National
    Association, and Wachovia Bank, N.A. as syndicate members
    (Incorporated by reference to the Companys Current Report
    of American Commercial Lines Inc. on
    Form 8-K,
    filed on May 3, 2007)10
.37

Amendment No. 1 to the Credit Agreement, dated as of
    June 11, 2007, by and among American Commercial Lines LLC,
    Jeffboat LLC, and ACL Transportation Services LLC, and Wells
    Fargo Bank, National Association as administrative agent, Bank
    of America, N.A. and JPMorgan Chase Bank, N.A., as
    co-syndication agents, Fortis Capital Corp. and LaSalle Bank
    National Association as co-documentation agents, and Branch
    Banking and Trust Company, Fifth Third Bank, National City
    Bank, PNC Bank National Association, SunTrust Bank, U.S. Bank
    National Association, and Wachovia Bank, N.A. as syndicate
    members (Incorporated by reference to the Companys Current
    Report on
    Form 8-K,
    filed on June 13, 2007)10
.38

Amendment No. 2 to the Credit Agreement, dated as of
    August 16, 2007, by and among American Commercial Lines
    LLC, Jeffboat LLC, and ACL Transportation Services LLC, and
    Wells Fargo Bank, National Association as administrative agent,
    Bank of America, N.A. and JPMorgan Chase Bank, N.A., as
    co-syndication agents, Fortis Capital Corp. and LaSalle Bank
    National Association as co-documentation agents, and Branch
    Banking and Trust Company, Fifth Third Bank, National City
    Bank, PNC Bank National Association, SunTrust Bank, U.S. Bank
    National Association, and Wachovia Bank, N.A. as syndicate
    members (Incorporated by reference to the Companys Current
    Report on
    Form 8-K,
    filed on August 23, 2007)10
.39

Amendment No. 3 to the Credit Agreement, dated as of
    August 17, 2007, by and among American Commercial Lines
    LLC, Jeffboat LLC, and ACL Transportation Services LLC, and
    Wells Fargo Bank, National Association as administrative agent,
    Bank of America, N.A. and JPMorgan Chase Bank, N.A., as
    co-syndication agents, Fortis Capital Corp. and LaSalle Bank
    National Association as co-documentation agents, and Branch
    Banking and Trust Company, Fifth Third Bank, National City
    Bank, PNC Bank National Association, SunTrust Bank, U.S. Bank
    National Association, and Wachovia Bank, N.A. as syndicate
    members (Incorporated by reference to the Companys Current
    Report on
    Form 8-K,
    filed on August 23, 2007)10
.40

Second Supplemental Indenture, dated as of January 30,
    2007, by and among American Commercial Lines LLC, ACL Finance
    Corp., American Barge Line Company, Commercial Barge Line
    Company, ACL Transportation Services LLC, American Commercial
    Lines International LLC, Jeffboat LLC, American Commercial Barge
    Line LLC, and Wilmington Trust Company (Incorporated by
    reference to the Companys Current Report on
    Form 8-K,
    filed on February 2, 2007)10
.40±

Employment Letter Agreement, dated as of March 12, 2008, by
    and between American Commercial Lines LLC and Michael P. Ryan
    (Incorporated by reference to the Companys Quarterly
    Report on
    Form 10-Q,
    filed on May 8, 2008)10
.41±

Letter Agreement, dated as of February 18, 2008, by and
    between American Commercial Lines LLC and Christopher A. Black
    (Incorporated by reference to the Companys Quarterly
    Report on
    Form 10-Q,
    filed on May 8, 2008)10
.42±

Employment Letter Agreement, dated as of June 26, 2006, by
    and between American Commercial Lines Inc. and Tamra L. Koshewa
    (Incorporated by reference to the Companys Quarterly
    Report on
    Form 10-Q,
    filed on May 8, 2008) 111




---



##### Table of Contents



ExhibitNo.

Description10
.43±

Employment Letter Agreement, dated as of March 17, 2008, by
    and between American Commercial Lines LLC and Thomas R.
    Pilholski (Incorporated by reference to the Companys
    Quarterly Report on
    Form 10-Q,
    filed on May 8, 2008)10
.44

Amendment No. 5 to Credit Agreement, dated June 26,
    2008, by and among American Commercial Lines LLC, Jeffboat LLC,
    and ACL Transportation Services LLC, and Wells Fargo Bank,
    National Association as administrative agent, Bank of America,
    N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents,
    Fortis Capital Corp. and LaSalle Bank National Association as
    co-documentation agents, and Branch Banking and
    Trust Company, Fifth Third Bank, National City Bank, PNC
    Bank National Association, SunTrust Bank, U.S. Bank National
    Association, and Wachovia Bank, N.A. as syndicate members
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K,
    filed on June 26, 2008)10
.45

2008 Omnibus Incentive Plan (Incorporated by reference to the
    Companys Current Report on
    Form 8-K,
    filed on May 19, 2008)10
.46

Form of Non-Qualified Stock Option Agreement for Executives
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K,
    filed on May 19, 2008)10
.47

Form of Non-Qualified Stock Option Agreement for Non-Executives
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K,
    filed on May 19, 2008)10
.48

Form of Incentive Stock Option Agreement for Executives
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K,
    filed on May 19, 2008)10
.49

Form of Incentive Stock Option Agreement for Non-Executives
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K,
    filed on May 19, 2008)10
.50

Form of Restricted Stock Agreement (Incorporated by reference to
    the Companys Current Report on
    Form 8-K,
    filed on May 19, 2008)10
.51

Form of Restricted Stock Unit Agreement (Incorporated by
    reference to the Companys Current Report on
    Form 8-K,
    filed on May 19, 2008)10
.52±

Letter Agreement, dated as of May 14, 2008, by and between
    American Commercial Lines LLC and William N. Whitlock
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K,
    filed on August 7, 2008)10
.53±

Employment Letter Agreement, dated as of April 25, 2008, by
    and between American Commercial Lines LLC and Dawn Landry
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K,
    filed on August 7, 2008)10
.54±

Letter Agreement, dated as of April 7, 2008, by and between
    American Commercial Lines Inc. and Jerry R. Linzey (Incorporated
    by reference to the Companys Current Report on
    Form 8-K,
    filed on August 7, 2008)10
.55

2008 Executive Annual Incentive Plan (Incorporated by reference
    to the Companys Current Report on
    Form 8-K,
    filed on April 2, 2008)10
.56±

Form of Indemnification Agreement entered into between American
    Commercial Lines Inc. and each member of the Board of Directors.
    dated February 4, 2008, except as to Mr. Ryan dated
    July 2, 2008 (Incorporated by reference to the
    Companys Current Report on
    Form 8-K,
    filed on August 7, 2008)10
.57±

Third Amendment to Termination Benefits Agreement, dated as of
    December 24, 2008, among American Commercial Lines LLC and
    W. N. Whitlock10
.58±

Letter Agreement, dated as of December 29, 2008, by and
    between American Commercial Lines LLC and Norb Whitlock 112




---



##### Table of Contents



ExhibitNo.

Description10
.59

Amendment No. 6 to Credit Agreement, dated as of
    February 20, 2009 (Amendment No. 6), which
    amended that certain Credit Agreement, dated as of
    April 27, 2007, (as amended, the Credit
    Agreement), by and among the Borrowers and Wells Fargo
    Bank, National Association as administrative agent, Bank of
    America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication
    agents, Fortis Capital Corp. and Bank of America, N.A. (as
    successor to La Salle Bank National Association) as
    co-documentation agents, and the financial institutions party
    thereto from time to time (Incorporated by reference to the
    Companys Current Report on
    Form 8-K,
    filed on February 23, 2009)21
.1

Subsidiaries*23
.1

Consent of Ernst & Young LLP*31
.1

CEO Certification Pursuant to Section 302(a) of the
    Sarbanes-Oxley Act of31
.2

CFO Certification Pursuant to Section 302(a) of the
    Sarbanes-Oxley Act of32
.1

CEO Certification Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002*32
.2

CFO Certification Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002*  113