##### Table of Contents





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 1934For the fiscal year ended
    December 31,
    2009ORo

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)
  Securities registered pursuant to Section 12(b) of the
    Act:
 Title of Each Class
    Common Stock, $.01 par value per share

Name of Each Exchange On Which Registered
    NASDAQ Stock Market  Securities registered pursuant to Section 12(g) of the
    Act:
 None
 (Title of Class)
  o þ
  o þ
  þ o
  Regulation S-T o 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

Smaller reporting company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      Class

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

12,764,296 shares   DOCUMENTS
    INCORPORATED BY REFERENCE
  Document

Parts Into Which IncorporatedProxy Statement for the Annual Meeting of Stockholders to be
    held in 2010

Part III      þ o




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##### 





Table of
    Contents
   
 PagePART IItem 1.


Business


5Item 1A.


Risk Factors


18Item 1B.


Unresolved Staff Comments


28Item 2.


Properties


28Item 3


Legal Proceedings


30Item 4.


Submission of Matters to a Vote of Security
    Holders


32PART IIItem 5.


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


32Item 6.


Selected Financial Data


35Item 7.


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


37Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


67Item 8.


Financial Statements and Supplementary Data


68Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


114Item 9A.


Controls and Procedures


114Item 9B.


Other Information


114PART IIIItem 10.


Directors and Executive Officers of the
    Registrant


114Item 11.


Executive Compensation


115Item 12.


Security Ownership of Certain Beneficial Owners
    and Management


115Item 13.


Certain Relationships and Related Transactions


115Item 14.


Principal Accountant Fees and Services


115PART IVItem 15.


Exhibits and Financial Statement Schedules


115Signatures


116EX-2.2EX-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 other Gulf-coast ports 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.
    We are named as a defendant in lawsuits and we are in receipt of
    other claims and we cannot predict the outcome of such
    litigation and claims which may result in the imposition of
    significant liability. 3




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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.
    Our aging fleet of dry cargo barges may lead to increased costs
    and disruptions in our operations.
    We have experienced work stoppages by union employees in the
    past, and future work stoppages may disrupt our services and
    adversely affect our operations.
    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.
    Our cash flows and borrowing facilities may not be adequate for
    our additional capital needs and our future cash flow and
    capital resources may not be sufficient for payments of interest
    and principal of our substantial indebtedness.
    A significant portion of our borrowings are tied to floating
    interest rates which may expose us to higher interest payments
    should interest rates increase substantially.
    The indenture and the Credit Facility impose significant
    operating and financial restrictions on our Company and our
    subsidiaries, which may prevent us from capitalizing on business
    opportunities.
    We face the risk of breaching covenants in the Credit Facility.
    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.
    A major accident or casualty loss at any of our facilities could
    significantly reduce production.
    A temporary or permanent closure of the river to barge traffic
    in the Chicago area in response to the threat of Asian carp
    migrating into the Great Lakes may have an adverse affect on
    operations in the area.
    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.
    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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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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Manufacturing. year-to-year.
   8




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##### Table of Contents



TRANSPORTATION
    FLEET
  Barges.
 9




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Towboats.
  PORT
    SERVICES ASSETS
      THIRD-PARTY
    LOGISTICS, INTERMODAL SERVICES
    truck-to-barge barge-to-truck
 10




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COMPETITION
  Transportation.
       11




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TOP 5
    CARRIERS BY FLEET SIZE*
    (as of December 31, 2008)
  AverageOperator

Dry**


Total Share


Age (Yrs.)Dry Cargo BargesIngram Barge Company


3,728



20.7
%


15.2AEP River Operations


2,978



16.5
%


10.5American Commercial Lines LLC


2,254



12.5
%


21.1American River Transportation Co.


2,034



11.3
%


25.0Crounse Corporation


948



5.3
%


13.3Top Five Carriers Total


11,942



66.3
%


16.7Industry Total


18,014







15.6Liquid Cargo BargesKirby Inland Marine, LP


914



30.6
%


24.1American Commercial Lines LLC


391



13.1
%


22.9Canal Barge Co., Inc.


206



6.9
%


10.9Marathon Petroleum Company LLC


183



6.1
%


13.7Florida Marine Transporters


183



6.1
%


7.8Sub-Total


1,877



62.8
%


19.8Total


2,991







20.7     *
    
    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
  ton-miles
 13




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14




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EXECUTIVE
    OFFICERS
    Name

Age

PositionMichael P. Ryan


50


President, Chief Executive Officer and DirectorThomas R. Pilholski


54


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


47


Senior Vice President, General Counsel and SecretaryRichard W. Spriggle


57


Senior Vice President Human Resources   Michael P. Ryan
  Thomas R. Pilholski (1992-1997), (1988-1992) (1977-1988).
  Dawn R. Landry
  Richard W. Spriggle
 15




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EMPLOYEE
    MATTERS
  Employee
    Count
  December 31,


December 31,Function

2009


2008Administration (including Jeffboat)


236



310Transportation services


1,518



1,657Manufacturing


763



1,342Other


55



1222,572



3,431   Collective bargaining agreements.
  INSURANCE
    AND RISK MANAGEMENT
    GOVERNMENT
    REGULATION
  General.
     16




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Jones Act.
    User Fees and Fuel Tax.
    Homeland Security Requirements.
  ENVIRONMENTAL
    REGULATION
     17




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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 continue
    to have detrimental impacts on our business.
     18




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Freight
    transportation rates for the Inland Waterways fluctuate from
    time to time and may decrease.
  season-to-season year-to-year. quarter-to-quarter year-to-year. year-to-year
  An
    oversupply of barging capacity may lead to reductions in freight
    rates.
   19




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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.
  quarter-over-quarter year-over-year
 20




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Our
    operating margins are impacted by certain low margin legacy
    contracts and by spot rate market volatility for grain volume
    and pricing.
    quarter-to-quarter year-to-year.
    We are
    subject to adverse weather and river conditions, including
    marine accidents.
   21




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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 other Gulf-coast ports 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.
   22




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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
  We are
    named as a defendant in lawsuits and we are in receipt of other
    claims and we cannot predict the outcome of such litigation and
    claims which may result in the imposition of significant
    liability.
   23




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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.
    Our
    aging fleet of dry cargo barges may lead to increased costs and
    disruptions in our operations.
    We
    have experienced work stoppages by union employees in the past,
    and future work stoppages may disrupt our services and adversely
    affect our operations.
   24




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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.
    Our
    cash flows and borrowing facilities may not be adequate for our
    additional capital needs and our future cash flow and capital
    resources may not be sufficient for payments of interest and
    principal of our substantial indebtedness.
    A
    significant portion of our borrowings are tied to floating
    interest rates which may expose us to higher interest payments
    should interest rates increase substantially.
    The
    indenture and the Credit Facility impose significant operating
    and financial restrictions on our Company and our subsidiaries,
    which may prevent us from capitalizing on business
    opportunities.
    
    incur additional indebtedness or enter into sale and leaseback
    obligations;
    pay dividends or certain other distributions on our capital
    stock or repurchase our capital stock other than allowed under
    the indenture; 25




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
    make certain investments or other restricted payments;
    place restrictions on the ability of subsidiaries to pay
    dividends or make other payments to us;
    engage in transactions with stockholders or affiliates;
    sell certain assets or merge with or into other companies;
    guarantee indebtedness; and
    create liens.    We
    face the risk of breaching covenants in the Credit
    Facility.
    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.
    A
    major accident or casualty loss at any of our facilities could
    significantly reduce production.
    A
    temporary or permanent closure of the river to barge traffic in
    the Chicago area in response to the threat of Asian carp
    migrating into the Great Lakes may have an adverse affect on
    operations in the area.
   26




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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.
    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.
   27




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##### Table of Contents



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.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES      28




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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 2011 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 29




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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, complements 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.
    ACLTs Marrero, Louisiana Fleet is comprised of
    approximately 24.9 acres of batture, providing an estimated
    2,529 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 was formerly
    headquartered in approximately 26,800 square feet of leased
    space in Houston, Texas under a lease expiring in August 2015.
    As discussed in Note 18 to the consolidated financial
    statements, the Company expects to sublease or terminate this
    lease in 2010, as it has relocated the work to alternative
    sites, including our 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.    ITEM 3.
    LEGAL
    PROCEEDINGS    Environmental
    and Other Litigation
   30




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Collision Incident, Mile Marker 97 of the Mississippi
    River. No. 08-4012, No. 08-4007, No. 09-cv-04494
    08-4156,
     31




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Barge Cleaning Facilities, Port Arthur,
    Texas.
  Bulk Terminals Site, Louisville,
    Kentucky.
  Pulvair Site Group, Tennessee.
  ITEM 4.
    (RESERVED) PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.  Market
    Information and Holders
   32




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one-for-four
  High

Low2008First Quarter

$
81.04


$
58.64Second Quarter


69.32



43.72Third Quarter


50.00



33.92Fourth Quarter


41.88



14.042009First Quarter

$
24.08


$
8.68Second Quarter


20.64



13.04Third Quarter


29.71



11.51Fourth Quarter


27.60



17.87     Dividends
    Issuer
    Purchases of Equity Securities
    Maximum Number(or Approximate DollarShares (or Units)

Value) of Shares (orPurchased as Part

Units) that May Yet BeTotal Number of

Average Price

of Publicly

Purchased UnderShares (or Units)

Paid Per Share

Announced Plans

Under the Plans orPeriod

Purchased(1)

(or Unit)(2)

or Programs

ProgramsOctober-09


418


$
27.60



N/A



N/ANovember-09


N/A



N/A



N/A



N/ADecember-09


769



19.20



N/A



N/A     (1)
    
    Shares redeemed to satisfy employee tax requirements.(2)
    
    Reflects the weighted average fair market value per share
    redeemed.   33




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Cumulative
    Total Stockholders Return (October 2005 
    December 2009)
  Form 10-K
  
 34




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ITEM 6.
    SELECTED
    FINANCIAL DATA.  one-for-four
  Fiscal Years Ended December 31,2005


2006


2007


2008


2009(In thousands, except per share data)Statement of Operating Data:Transportation and Services revenue

$
594,200


$
787,348


$
810,443


$
905,126


$
630,481Manufacturing revenue


120,741



155,204



239,917



254,794



215,546Total revenue


714,941



942,552



1,050,360



1,159,920



846,027Operating expenses:Materials, supplies and other


212,532



249,500



279,359



304,858



225,647Rent


19,910



22,445



24,595



23,345



21,715Labor and fringe benefits


82,541



90,294



111,617



118,737



115,998Fuel


126,893



157,070



169,178



227,489



122,752Depreciation and amortization


45,255



45,489



46,694



47,255



48,615Taxes, other than income taxes


16,793



17,667



16,594



14,855



14,072Gain on property dispositions


(4,538
)


(194
)


(3,390
)


(954
)


(20,282
)Cost of goods sold  services










590



2,080



3,707Cost of goods sold  manufacturing


112,232



141,589



228,190



242,309



189,565Cost of sales


611,618



723,860



873,427



979,974



721,789Selling, general and administrative expenses


47,654



66,280



68,727



77,536



70,082Goodwill impairment














855



Total operating expenses


659,272



790,140



942,154



1,058,365



791,871Operating income


55,669



152,412



108,206



101,555



54,156Other income


1,801



3,799



2,532



2,279



1,259Interest expense


31,590



18,354



20,578



26,829



40,932Debt retirement expenses


11,732



1,437



23,938



2,379



17,659Income (loss) from continuing operations before income taxes


14,148



136,420



66,222



74,626



(3,176
)Income taxes (benefit)


4,144



49,822



21,855



27,243



(1,148
)Net income (loss) before discontinued operations


10,004



86,598



44,367



47,383



(2,028
)Discontinued operations, net of tax(a)


1,809



5,654



(6
)


628



(10,030
)Net income (loss)

$
11,813


$
92,252


$
44,361


$
48,011


$
(12,058
)Net income (loss) per share  basic

$
0.99


$
6.07


$
3.15


$
3.81


$
(0.95
)Net income (loss) per share from continuing
    operations  basic

$
0.84


$
5.70


$
3.15


$
3.76


$
(0.16
)Net income (loss) per share from discontinued
    operations  basic

$
0.15


$
0.37


$



$
0.05


$
(0.79
)Net income (loss) per share  diluted

$
0.96


$
5.88


$
3.08


$
3.78


$
(0.95
)Net income (loss) per share from continuing
    operations  diluted

$
0.81


$
5.52


$
3.08


$
3.73


$
(0.16
)Net income (loss) per share from discontinued
    operations  diluted

$
0.15


$
0.36


$



$
0.05


$
(0.79
)Shares used in computing basic net income (loss) per common share


11,899



15,186



14,061



12,615



12,708Shares used in computing diluted net income (loss) per common
    share


12,312



15,700



14,420



12,708



12,708   35




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##### Table of Contents



Fiscal Years Ended December 31,2005

2006

2007

2008

2009Statement of Financial Position Data:Cash and cash equivalents

$
13,959


$
5,113


$
5,021


$
1,217


$
1,198Accounts receivable, net


96,526



102,228



114,921



138,695



93,295Inventory


44,976



61,504



70,890



69,635



39,070Working capital(b)


46,204



44,251



70,434



75,735



35,097Property and equipment, net


425,741



455,710



511,832



554,580



521,068Total assets


623,284



671,003



760,811



839,251



723,890Long-term debt, including current portion


200,000



119,500



439,760



419,970



345,533Stockholders equity


253,701



358,653



125,391



158,709



170,590   Fiscal Years Ended December 31,2005

2006

2007

2008

2009Other Data:Net cash provided by operating activities

$
71,259


$
136,921


$
115,766


$
122,830


$
129,294Net cash used in investing activities

$
(27,493
)

$
(63,899
)

$
(131,291
)

$
(104,207
)

$
(6,537
)Net cash (used in) provided by financing activities

$
(76,452
)

$
(81,868
)

$
15,433


$
(22,427
)

$
(122,776
)EBITDA(c)

$
110,949


$
211,811


$
159,758


$
156,567


$
93,575Capital expenditures

$
47,279


$
90,042


$
109,315


$
97,892


$
33,226Towboats (at period end)(d)


155



148



162



152



140Barges (at period end)(d)


3,300



3,010



2,828



2,645



2,510Ton-miles
    from continuing operations affreightment


40,038,964



41,797,859



39,271,112



35,361,326



34,024,295Ton-miles
    from continuing operations non-affreightment


2,705,200



3,317,000



4,326,404



4,100,050



3,077,305     a)
    
    In all periods presented the operations of the Dominican
    Republic, Venezuela and Summit businesses, on a net of tax
    basis, have been presented as discontinued operations. The
    2009 net of tax loss resulted primarily from the impairment
    and subsequent loss on sale of Summit. Included in 2006 is the
    $4.8 million, net of tax, gain on the sale of the Venezuela
    business.b)
    
    We define working capital as total current assets minus total
    current liabilities.c)
    
    EBITDA represents net income before interest, income taxes,
    depreciation and amortization, as reconciled to net income
    below. 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 include 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 EBITDA is
    a useful measure to represent to our investors and other
    stakeholders.d)
    
    Includes equipment operated by foreign subsidiaries through date
    of disposal. 36




---



##### Table of Contents



e)
    
    The following table reconciles net income to EBITDA.  Fiscal Years Ended December 31,2005

2006

2007

2008

2009Net income (loss)

$
11,813


$
92,252


$
44,361


$
48,011


$
(12,058
)Interest income


(1,037
)


(697
)


(295
)


(194
)


(67
)Interest expense


43,322



19,791



44,516



29,243



58,621Depreciation and amortization


49,121



48,806



49,371



51,876



53,838Income taxes


7,730



51,659



21,805



27,631



(6,759
)EBITDA

$
110,949


$
211,811


$
159,758


$
156,567


$
93,575     
    EBITDA does not reflect our current or future cash requirements
    for capital expenditures;
    EBITDA does not reflect changes in, or cash requirements for,
    our working capital needs;
    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 EBITDA does not reflect any cash
    requirements for such replacements; and
    Other companies in our industry may calculate 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.    Form 10-K Form 10-K
 37




---



##### Table of Contents



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, 2009, compared to the results of
    operations for the year ended December 31, 2008, and 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.
    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, 2009, and an analysis of the Companys
    cash flows for the years ended December 31, 2009,
    December 31, 2008 and December 31, 2007. 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
   38




---



##### Table of Contents



The
    Industry
  Transportation Industry.
      ton-miles,
  39




---



##### Table of Contents



Source: U.S. Army Corps of Engineers Waterborne Commerce
    Statistics Center
  The Manufacturing Industry:
  Consolidated
    Financial Overview
   40




---



##### Table of Contents



2009


2008


2007Reduction in force charges

$
(3.2
)

$
(1.9
)

$
Houston office closure charges


(3.7
)






Charges for customer bankruptcy


(0.7
)


(0.5
)


Jeffboat inventory valuation adjustment










(3.3
)Jeffboat contract dispute


(4.2
)






Refinancing cost write-off






(1.5
)


Insurance deductible major spill






(0.9
)


Interest expense


(40.9
)


(26.8
)


(20.6
)Debt retirement expenses


(17.7
)


(2.4
)


(23.9
)Acquired goodwill impairment charge






(0.9
)


Vacation reversal on policy change


1.6







Asset management (gains, impairment, scrapping)


20.1



12.6



12.0Pension reversal/ (buy-out)






2.1



(2.1
)All other operating results

$
45.5


$
94.8


$
104.1(Loss) income from continuing operations before income tax and
    discontinued operations

$
(3.2
)

$
74.6


$
66.2Income taxes (benefit)


(1.1
)


27.2



21.9Net (loss) income before discontinued operations

$
(2.1
)

$
47.4


$
44.4Discontinued operations, net of tax

$
(10.0
)

$
0.6


$
Net (loss) income

$
(12.1
)

$
48.0


$
44.4   Year
    ended December 31, 2009 compared to December 31,
    2008
       41




---



##### Table of Contents



Year
    ended December 31, 2008 compared to December 31,
    2007
    1 2
     42




---



##### Table of Contents



Segment
    overview
    Transportation
  Year
    ended December 31, 2009 compared to December 31,
    2008
  ton-mile
    Transportation
    Segment Comparative Revenue Commodity Mix (Adjusted for
    Fuel)
  
  Note: %
    indicates Y-O-Y revenue change excluding fuel. Columns represent
    absolute revenue $.
       43




---



##### Table of Contents



Year Ended


%


Year Ended


%


Year EndedDecember 31,


Change to


December 31,


Change to


December 31,2009


2008


2008


2007


2007Ton-miles
    (000s):Total dry


32,220,773



(0.9
)%


32,509,103



(9.8
)%


36,022,374Total liquid


1,803,522



(36.8
)%


2,852,223



(12.2
)%


3,248,738Total affreightment
    ton-miles


34,024,295



(3.8
)%


35,361,326



(10.0
)%


39,271,112Total non-affreightment
    ton-miles


3,077,305



(24.9
)%


4,100,050



(5.2
)%


4,326,404Total
    ton-miles


37,101,600



(6.0
)%


39,461,376



(9.5
)%


43,597,516Average
    ton-miles
    per affreightment barge


14,032



1.6
%


13,817



(4.6
)%


14,479Rates per ton mile:Dry rate per
    ton-mile






(28.7
)%






18.9
%Fuel neutral dry rate per
    ton-mile






(21.9
)%






7.8
%Liquid rate per
    ton-mile






(19.4
)%






34.3
%Fuel neutral liquid rate per-ton mile






(2.0
)%






12.9
%Overall rate per
    ton-mile

$
12.87



(30.0
)%

$
18.38



21.0
%

$
15.19Overall fuel neutral rate per
    ton-mile

$
14.30



(22.2
)%

$
16.46



8.4
%

$
15.26Revenue per average barge operated

$
240,830



(26.5
)%

$
327,830



18.3
%

$
277,018Fuel price and volume data:Fuel price

$
1.95



(38.6
)%

$
3.17



49.1
%

$
2.13Fuel gallons


63,007



(12.1
)%


71,704



(9.8
)%


79,500Revenue data (in thousands):Affreightment revenue

$
437,643



(32.6
)%

$
649,212



9.0
%

$
595,438Towing


41,097



(49.7
)%


81,629



26.2
%


64,660Charter and day rate


65,121



(15.4
)%


76,977



17.0
%


65,793Demurrage


46,710



(5.8
)%


49,579



11.6
%


44,426Other


30,289



(24.0
)%


39,875



4.1
%


38,300Total non-affreightment revenue


183,217



(26.1
)%


248,060



16.4
%


213,179Total transportation segment revenue

$
620,860



(30.8
)%

$
897,272



11.0
%

$
808,617  44




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##### Table of Contents



Barge
    Fleet Changes
  Current Quarter

Dry


Tankers


TotalBarges operated as of the end of the 3rd qtr of 2009


2,163



362



2,525Retired (includes reactivations)


(13
)


(7
)


(20
)New builds






6



6Purchased


1



2



3Change in number of barges leased


(2
)


(2
)


(4
)Barges operated as of the end of the 4th qtr of 2009


2,149



361



2,510   Barges  Last three years

Dry


Tankers


TotalBarges 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



2,645Retired


(95
)


(36
)


(131
)New builds






13



13Purchased


1



2



3Change in number of barges leased


(11
)


(9
)


(20
)Barges operated as of the end of 2009


2,149



361



2,510     Owned
    Boat Counts and Average Age by Horsepower Class
  Horsepower Class

Number


Average Age1950 or less


44



32.8Less than 4300


24



35.5Less than 6200


43



35.07000 or over


12



31.8Total/overall age


123



34.0    45




---



##### Table of Contents



Manufacturing
      Manufacturing
    segment units produced for sale or internal use:
  Years Ended December 31,2009


2008


2007External sales:Liquid tank barges


43



53



28Ocean tank barges


4



4



2Hybrid barges






10



Dry cargo barges


130



191



311Total external units sold


177



258



341Internal sales:Liquid tank barges


13



11



13Dry cargo barges










50Total units into production


13



11



63Total units produced


190



269



404   Year
    ended December 31, 2008 compared to December 31,
    2007
  Transportation
  ton-mile
 46




---



##### Table of Contents



Manufacturing
    Consolidated
    Financial Overview  Non-GAAP Financial Measure
    Reconciliation
  NET
    INCOME TO EBITDA RECONCILIATION
  Year Ended December 31,2009


2008


2007(Dollars in thousands)(Unaudited)Net (loss) income from continuing operations

$
(2,028
)

$
47,383


$
44,367Discontinued operations, net of income taxes


(10,030
)


628



(6
)Consolidated net (loss) income

$
(12,058
)

$
48,011


$
44,361Adjustments from continuing operations:Interest income


(66
)


(148
)


(161
)Interest expense


40,932



26,829



20,578Debt retirement expenses


17,659



2,379



23,938Depreciation and amortization


52,475



50,446



49,371Taxes


(1,148
)


27,243



21,855Adjustments from discontinued operations:Interest income


(1
)


(46
)


(134
)Interest expense


30



35



Depreciation and amortization


1,363



1,430



Taxes


(5,611
)


388



(50
)EBITDA from continuing operations


107,824



154,132



159,948EBITDA from discontinued operations*


(14,249
)


2,435



(190
)Consolidated EBITDA

$
93,575


$
156,567


$
159,758Selected segment EBITDA calculations:Transportation net (loss) income

$
(24,761
)

$
38,015


$
36,389Interest income


(66
)


(145
)


(160
)Interest expense


40,932



26,788



20,578Debt retirement expenses


17,659



2,379



23,938Depreciation and amortization


48,615



47,255



46,694Taxes


(1,148
)


27,114



21,855Transportation EBITDA

$
81,231


$
141,406


$
149,294Manufacturing net income

$
21,582


$
16,577


$
18,850Depreciation and amortization


3,524



2,858



2,595Total Manufacturing EBITDA


25,106



19,435



21,445Intersegment profit






(6,839
)


(11,057
)External Manufacturing EBITDA

$
25,106


$
12,596


$
10,388     *
    
    The decline in EBITDA from discontinued operations in 2009 is
    primarily due to impairment and loss on sale charges related to
    Summit which was sold in November 2009. 47




---



##### Table of Contents



Outlook
             48




---



##### Table of Contents



Transportation:
     49




---



##### Table of Contents



50




---



##### Table of Contents



ton-mile
       51




---



##### Table of Contents



ton-mile
        Manufacturing:
   52




---



##### Table of Contents



53




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC. OPERATING RESULTS by BUSINESS SEGMENT
    Year Ended Dec. 31, 2009 as compared with Year Ended
    Dec. 31, 2008
    (Dollars in thousands except where noted)
    (Unaudited)
  % of ConsolidatedRevenueYear Ended Dec. 31,


Year Ended2009


2008


Variance


2009


2008REVENUETransportation and Services

$
630,481


$
905,126


$
(274,645
)


74.5
%


78.0
%Manufacturing (external and internal)


239,885



284,274



(44,389
)


28.4
%


24.5
%Intersegment manufacturing elimination


(24,339
)


(29,480
)


5,141



(2.9
)%


(2.5
)%Consolidated Revenue


846,027



1,159,920



(313,893
)


100.0
%


100.0
%OPERATING EXPENSETransportation and Services


597,727



813,258



(215,531
)Manufacturing (external and internal)


218,483



267,748



(49,265
)Intersegment manufacturing elimination


(24,339
)


(22,641
)


(1,698
)Consolidated Operating Expense


791,871



1,058,365



(266,494
)


93.6
%


91.2
%OPERATING INCOMETransportation and Services


32,754



91,868



(59,114
)Manufacturing (external and internal)


21,402



16,526



4,876Intersegment manufacturing elimination






(6,839
)


6,839Consolidated Operating Income


54,156



101,555



(47,399
)


6.4
%


8.8
%Interest Expense


40,932



26,829



14,103Debt Retirement Expenses


17,659



2,379



15,280Other Expense (Income)


(1,259
)


(2,279
)


1,020(Loss) Income Before Income Taxes


(3,176
)


74,626



(77,802
)Income Taxes (Benefit)


(1,148
)


27,243



(28,391
)Discontinued Operations


(10,030
)


628



(10,658
)Net (Loss) Income

$
(12,058
)

$
48,011


$
(60,069
)Domestic Barges Operated (average of period beginning and end)


2,578



2,737



(159
)Revenue per Barge Operated (Actual)

$
240,830


$
327,830


$
(87,000
)   RESULTS
    OF OPERATIONS
  Year
    ended December 31, 2009 compared to Year ended
    December 31, 2008
  Revenue.
    ton-mile ton-mile ton-miles ton-mile
 54




---



##### Table of Contents



ton-miles
  ton-mile
      Operating Expense.
        Operating Income.
   55




---



##### Table of Contents



Interest Expense.
  Debt Retirement Expense.
  Income Tax Expense.
  Discontinued Operations, Net of Taxes.
  Net (Loss) Income.
 56




---



##### 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

$
905,126


$
810,443


$
94,683



78.0
%


77.2
%Manufacturing (external and internal)


284,274



290,053



(5,779
)


24.5
%


27.6
%Intersegment manufacturing elimination


(29,480
)


(50,136
)


20,656



(2.5
)%


(4.8
)%Consolidated Revenue


1,159,920



1,050,360



109,560



100.0
%


100.0
%OPERATING EXPENSETransportation and Services


813,258



709,906



103,352Manufacturing (external and internal)


267,748



271,327



(3,579
)Intersegment manufacturing elimination


(22,641
)


(39,079
)


16,438Consolidated Operating Expense


1,058,365



942,154



116,211



91.2
%


89.7
%OPERATING INCOMETransportation and Services


91,868



100,537



(8,669
)Manufacturing (external and internal)


16,526



18,726



(2,200
)Intersegment manufacturing elimination


(6,839
)


(11,057
)


4,218Consolidated Operating Income


101,555



108,206



(6,651
)


8.8
%


10.3
%Interest Expense


26,829



20,578



6,251Debt Retirement Expenses


2,379



23,938



(21,559
)Other Expense (Income)


(2,279
)


(2,532
)


253Income before Income Taxes


74,626



66,222



8,404Income Taxes


27,243



21,855



5,388Discontinued Operations


628



(6
)


634Net 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   RESULTS
    OF OPERATIONS
  Year
    ended December 31, 2008 compared to Year ended
    December 31, 2007
  Revenue.
  ton-mile
   57




---



##### Table of Contents



ton-mile ton-mile
  ton-mile ton-mile
    Operating Expense.
        Operating Income.
 58




---



##### Table of Contents



Interest Expense.
  Debt Retirement Expenses.
  Income Tax Expense.
  Net Income.
  LIQUIDITY
    AND CAPITAL RESOURCES
           59




---



##### Table of Contents



Our
    Indebtedness
      Net
    Cash, Capital Expenditures and Cash Flow
   60




---



##### Table of Contents



Less Than


One to


Three to


AfterContractual Obligations

Total


One Year


Two Years


Five Years


Five YearsLong-term debt obligations(1)2017 Senior Notes

$
400.0


$
25.0


$
25.0


$
75.0


$
275.0Elliott Bay note(2)


0.1



0.1











Capital lease obligations(3)


0.5



0.5











Revolving credit facility


177.3



6.5



6.5



164.3



Operating lease obligations(4)


157.5



26.4



23.1



45.3



62.7Total contractual cash obligations

$
735.4


$
58.5


$
54.6


$
284.6


$
337.7Estimated interest on contactual debt obligations(5)

$
222.8


$
31.5


$
31.5


$
84.8


$
75.0     (1)
    
    Represents the principal and interest amounts due on outstanding
    debt obligations, current and long term as of December 31,
    2009.(2)
    
    This note represents final resolution of potential Elliott Bay
    holdbacks and is expected to be resolved in less than one year.(3)
    
    Represents the minimum capital lease payments under
    non-concelable leases for software licences.(4)
    
    Represents the minimum lease rental payments under
    non-cancelable leases, primarily for vessels and land.(5)
    
    Interest expense calculation begins on January 1, 2010 and
    ends on the respective maturity dates.    December 31,

Period

InterestObligation

2009

From

To

Rate2017 Senior Notes

$
200.0



1/1/2010



7/15/2017



12.50
%Elliott Bay note

$
0.1



1/1/2010



6/10/2010



5.50
%Capital lease obligations

$
0.5



1/1/2010



7/31/2010



6.00
%Revolving credit facility

$
154.5



1/1/2010



7/7/2013



4.23
%     SEASONALITY
   61




---



##### Table of Contents



CHANGES
    IN ACCOUNTING STANDARDS
           62




---



##### Table of Contents



No. 2009-01,
    No. 2009-05,
  No. 2010-06,
 63




---



##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES
    percentage-of-completion sub-lease
  Revenue
    Recognition
  percentage-of-completion.
  and/or
      percentage-of-completion percentage-of-completion
   64




---



##### Table of Contents



Inventory
    Expense
    Estimates for Harbor and Towing Service Charges
    Insurance
    Claim Loss Deductibles
    Employee
    Benefit Plans
       65




---



##### Table of Contents



Impairment
    of Long-Lived Assets and Intangibles
    Impairment
    of Acquired Goodwill
    Assets
    and Asset Capitalization Policies
     66




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.    Fuel
    Price Risk
    Interest
    Rate and Other Risks
    Foreign
    Currency Exchange Rate Risks
   67




---



##### 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  68




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                /s/  ERNST &
    YOUNG LLP
  Louisville, Kentucky
 March 10, 2010
 69




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
              /s/  ERNST &
    YOUNG LLP
  Louisville, Kentucky
 March 10, 2010
 70




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Years Ended December 31,2009


2008


2007(In thousands, except shares and per share amounts)RevenuesTransportation and Services

$
630,481


$
905,126


$
810,443Manufacturing


215,546



254,794



239,917Revenues


846,027



1,159,920



1,050,360Cost of SalesTransportation and Services


532,224



737,665



645,237Manufacturing


189,565



242,309



228,190Cost of Sales


721,789



979,974



873,427Gross Profit


124,238



179,946



176,933Selling, General and Administrative Expenses


70,082



77,536



68,727Goodwill Impairment






855



Operating Income


54,156



101,555



108,206Other Expense (Income)Interest Expense


40,932



26,829



20,578Debt Retirement Expenses


17,659



2,379



23,938Other, Net


(1,259
)


(2,279
)


(2,532
)Other Expenses


57,332



26,929



41,984(Loss) Income from Continuing OperationsBefore Taxes


(3,176
)


74,626



66,222Income Taxes (Benefit)


(1,148
)


27,243



21,855(Loss) Income From Continuing Operations


(2,028
)


47,383



44,367Discontinued Operations, Net of Tax


(10,030
)


628



(6
)Net (Loss) Income

$
(12,058
)

$
48,011


$
44,361Basic (Loss) Earnings Per Common Share:(Loss) Income from continuing operations

$
(0.16
)

$
3.76


$
3.15(Loss) Income from discontinued operations, net of tax


(0.79
)


0.05



Basic (Loss) Earnings Per Common Share

$
(0.95
)

$
3.81


$
3.15(Loss) Earnings Per Common Share  Assuming
    Dilution:(Loss) Income from continuing operations

$
(0.16
)

$
3.73


$
3.08(Loss) Income from discontinued operations, net of tax


(0.79
)


0.05



(Loss) Earnings Per Common Share  Assuming
    Dilution:

$
(0.95
)

$
3.78


$
3.08Weighted Average Shares OutstandingBasic


12,708,492



12,614,799



14,061,342Diluted


12,708,492



12,708,074



14,419,852    71




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2009


2008(In thousands, except shares and and per share amounts)ASSETSCurrent AssetsCash and Cash Equivalents

$
1,198


$
1,217Accounts Receivable, Net


93,295



138,695Inventory


39,070



69,635Deferred Tax Asset


3,791



5,173Assets Held for Sale


3,531



4,577Prepaid and Other Current Assets


23,879



39,002Total Current Assets


164,764



258,299Properties, Net


521,068



554,580Investment in Equity Investees


4,522



4,039Other Assets


33,536



22,333Total Assets

$
723,890


$
839,251LIABILITIESCurrent LiabilitiesAccounts Payable

$
34,163


$
67,719Accrued Payroll and Fringe Benefits


18,283



25,179Deferred Revenue


13,928



13,986Accrued Claims and Insurance Premiums


16,947



22,819Accrued Interest


13,098



1,237Current Portion of Long Term Debt


114



1,420Customer Deposits


1,309



6,682Other Liabilities


31,825



43,522Total Current Liabilities


129,667



182,564Long Term Debt


345,419



418,550Pension and Post Retirement Liabilities


31,514



44,140Deferred Tax Liability


40,133



30,389Other Long Term Liabilities


6,567



4,899Total Liabilities


553,300



680,542STOCKHOLDERS EQUITYCommon stock; authorized 50,000,000 shares at $.01 par
    value;15,898,596 and 15,813,746 shares issued and outstanding as
    of December 31, 2009 and 2008, respectively


159



158Treasury Stock 3,179,274 and 3,150,906 shares at
    December 31, 2009 and 2008, respectively


(313,328
)


(312,886
)Other Capital


299,486



293,493Retained Earnings


183,862



195,920Accumulated Other Comprehensive Income (Loss)


411



(17,976
)Total Stockholders Equity


170,590



158,709Total Liabilities and Stockholders Equity

$
723,890


$
839,251    72




---



##### Table of Contents



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


Treasury


Other


Retained


ComprehensiveShares


Amount


Stock


Capital


Earnings


Income (Loss)


Total(In thousands, except shares and per share amounts)Balance 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














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 Change in Fuel Swaps Designated as Cash Flow Hedging
    Instruments






















(28
)


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






















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














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







48,011Pension year end date change (Net of Tax Benefit)


















(517
)






(517
)Net Change in Fuel Swaps Designated as Cash Flow Hedging
    Instruments






















(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
)

$
158,709Amortization of Stock Options, Performance Shares and Restricted
    Stock Units














8,164











8,164Reverse Stock Split


(37,988,520
)


(477
)






477











Excess Tax Benefit














(2,170
)










(2,170
)Issuance of Restricted Stock and Performance Shares


84,850



3







(3
)










Acquisition of Treasury Stock


(28,368
)






(442
)














(442
)Comprehensive Income:Net Loss


















(12,058
)






(12,058
)Net Change in Fuel Swaps Designated as Cash Flow Hedging
    Instruments






















9,774



9,774Minimum Pension Liability (Net of Tax Expense)






















8,613



8,613Total Comprehensive Income





$



$



$



$
(12,058
)

$
18,387


$
6,329Balance at December 31, 2009


12,719,322


$
159


$
(313,328
)

$
299,486


$
183,862


$
411


$
170,590    73




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2009


2008


2007(In thousands)OPERATING ACTIVITIESNet (Loss) Income

$
(12,058
)

$
48,011


$
44,361Adjustments to Reconcile Net (Loss) Income to Net CashProvided by Operating Activities:Depreciation and Amortization


53,838



51,876



49,371Debt Retirement Costs


17,659



2,379



23,938Debt Issuance Cost Amortization


7,145



2,625



445Deferred Taxes


(2,184
)


19,337



7,252Impairment and Loss on Sale of Summit Contracting


11,853







Gain on Property Dispositions


(20,264
)


(641
)


(3,390
)Share-Based Compensation


8,164



9,284



6,845Other Operating Activities


3,885



2,158



997Changes in Operating Assets and Liabilities:Accounts Receivable


34,443



(15,970
)


(10,728
)Inventory


31,854



4,013



(4,706
)Other Current Assets


18,025



(16,165
)


2,094Accounts Payable


(19,890
)


3,001



12,284Accrued Interest


11,860



(461
)


(2,775
)Other Current Liabilities


(15,036
)


13,383



(10,222
)Net Cash Provided by Operating Activities


129,294



122,830



115,766INVESTING ACTIVITIESProperty Additions


(33,226
)


(97,892
)


(109,315
)McKinney Acquisition










(15,573
)Proceeds from Sale of Summit


2,750







Investment in Summit






(8,462
)


(6,199
)Investment in Elliott Bay










(4,338
)Proceeds from Property Dispositions


28,384



4,031



7,364Other Investing Activities


(4,445
)


(1,884
)


(3,230
)Net Cash Used in Investing Activities


(6,537
)


(104,207
)


(131,291
)FINANCING ACTIVITIESRevolving Credit Facility Borrowings


154,518







439,000Revolving Credit Facility Repayments


(418,550
)


(20,450
)


2015 Senior Note Repayments










(119,500
)2017 Senior Note Borrowings net of Original Issue Discount


190,362







Tender Premium Paid










(18,390
)Proceeds from Sale/Leaseback










15,905Bank Overdrafts on Operating Accounts


(6,479
)


1,806



(5,140
)Debt Costs


(40,547
)


(4,888
)


(2,638
)Tax (Expense) Benefit of Share Based Compensation


(2,170
)


3,455



11,016Exercise of Stock Options






1,019



2,000Acquisition of Treasury Stock


(442
)


(3,369
)


(6,216
)Stock Repurchase Program










(300,094
)Other Financing Activities


532







(510
)Net Cash (Used in) Provided by Financing Activities


(122,776
)


(22,427
)


15,433Net Decrease in Cash and Cash Equivalents


(19
)


(3,804
)


(92
)Cash and Cash Equivalents at Beginning of Period


1,217



5,021



5,113Cash and Cash Equivalents at End of Period

$
1,198


$
1,217


$
5,021Supplemental Cash Flow Information:Interest Paid

$
21,155


$
24,162


$
40,951Taxes (refunded) paid  net


(1,689
)


3,933



5,276    74




---



##### 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
  percentage-of-completion
 75




---



##### Table of Contents



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


December 31,2009


2008Accounts Receivable

$
98,477


$
139,845Allowance for Doubtful Accounts


(5,182
)


(1,150
)$
93,295


$
138,695     INVENTORY
    December 31,


December 31,2009


2008Raw Materials

$
5,142


$
20,648Work in Process


12,230



21,359Parts and Supplies(1)


21,698



27,628$
39,070


$
69,635     (1)
    
    Net of reserves for obsolete and slow moving inventories of $656
    and $373 at December 31, 2009 and 2008, respectively. 76




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   PREPAID
    AND OTHER CURRENT ASSETS
    ASSETS
    AND ASSET CAPITALIZATION POLICIES
        IMPAIRMENT
    OF LONG-LIVED AND INTANGIBLE ASSETS
         77




---



##### Table of Contents



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


December 31,2009


2008Land

$
10,855


$
10,402Buildings and Improvements


51,315



48,803Equipment


672,314



667,641734,484



726,846Less Accumulated Depreciation


213,416



172,266$
521,068


$
554,580     INTANGIBLE
    ASSETS
    December 31,











December 31,2008


Amortization


Impairments


Sale


2009Goodwill  McKinney

$
2,100


$



$



$



$
2,100Covenant Not to Compete   Elliott Bay


321



184











137Goodwill  Elliott Bay


3,898















3,898Permits/Licenses  Summit


42



42











Customer Backlog  Summit


70



70











Covenant Not to Compete  Summit


2,150



464



1,108



578



Customer Relations  Summit


1,386



74



1,312







Tradenames  Summit


1,980







1,980







$
11,947


$
834


$
4,400


$
578


$
6,135    78




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    INVESTMENTS
    IN EQUITY INVESTEES
    DEBT
    COST AMORTIZATION
    DEBT
    DISCOUNT
    DERIVATIVE
    INSTRUMENTS
    REVENUE
    RECOGNITION
  percentage-of-completion.
 79




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
        percentage-of-completion percentage-of-completion
        EXPENSE
    ESTIMATES FOR HARBOR AND TOWING SERVICE CHARGES
    EXPENSE
    ESTIMATES FOR UNBILLED BOAT AND BARGE MAINTENANCE
    CHARGES
   80




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  INSURANCE
    CLAIM LOSS DEDUCTIBLES AND SELF INSURANCE
    EMPLOYEE
    BENEFIT PLANS
      RECLASSIFICATIONS
    RECENTLY
    ISSUED ACCOUNTING STANDARDS
     81




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          No. 2009-01,
 82




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      No. 2009-05,
  No. 2010-06,
  NOTE 2.
    EARNINGS
    PER SHARE   83




---



##### Table of Contents



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


2008


2007Net (loss) income

$
(12,058
)

$
48,011


$
44,361Weighted average common shares outstanding (used to calculate
    basic EPS)


12,708



12,615



14,061Dilutive effect of share-based compensation






93



359Shares used to calculate fully diluted EPS


12,708



12,708



14,420(Loss) Income from continuing operations

$
(0.16
)

$
3.76


$
3.15(Loss) Income from discontinued operations, net of tax


(0.79
)


0.05



Basic (Loss) Earnings Per Common Share

$
(0.95
)

$
3.81


$
3.15(Loss) Income from continuing operations

$
(0.16
)

$
3.73


$
3.08(Loss) Income from discontinued operations, net of tax


(0.79
)


0.05



(Loss) Earnings Per Common Share  Assuming
    Dilution:

$
(0.95
)

$
3.78


$
3.08   NOTE 3.
    DEBT  December 31,


December 31,2009


2008Revolving Credit Facility

$
154,518


$
418,5502017 Senior Notes


200,000



Less Original Issue Discount


(9,099
)


Elliott Bay Note


114



750Summit Contracting Note






670Total Debt


345,533



419,970Less Current Portion of Long Term Debt


114



1,420Long Term Debt

$
345,419


$
418,550      84




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Form S-4
       85




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2010

$
1142011


2012


2013


154,5182014


Thereafter


200,000354,632Unamortized debt discount


(9,099
)$
345,533   NOTE 4.
    INCOME
    TAXES      2009


2008


2007Income taxes currently payableFederal

$
(4,269
)

$
9,842


$
13,680State


181



934



1,332(4,088
)


10,776



15,012Deferred income tax expense (benefit)Federal


2,478



14,804



6,055State


462



1,663



7882,940



16,467



6,843Total income taxes

$
(1,148
)

$
27,243


$
21,855Income tax attributable to other comprehensive income (loss):

$
11,928


$
(15,205
)

$
5,304     2009


2008


2007Tax at federal statutory rate

$
(1,112
)

$
26,119


$
23,178State income taxes, net


11



1,688



1,378Other:Prior year taxes


286



(673
)


(2,791
)Other miscellaneous items


(333
)


109



90Total income tax expense

$
(1,148
)

$
27,243


$
21,855  86




---



##### Table of Contents



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


December 31,2009


2008DEFERRED TAX ASSETS:Reserve for bad debts

$
1,942


$
534Inventory adjustments


(153
)


2,096Employee benefits and compensation


772



1,923Loss on Houston Office Closure


1,370



Other accruals


(283
)


335Warranty accruals


143



285CURRENT DEFERRED TAX ASSET

$
3,791


$
5,173Net operating loss carryback

$
20,439


$
Accrued claims


2,789



1,006Accrued pension  ACL plan long-term


9,804



13,655Deferred non-qualified 401(k) plan


2,444



1,789Accrued post-retirement medical


2,004



2,884Stock compensation


4,327



3,609Temporary differences due to income recognition timing


81



15Sale of Summit


260



AMT credit


2,472



855TOTAL DEFERRED TAX ASSETS

$
48,411


$
28,986DEFERRED TAX LIABILITIESDomestic property

$
(80,587
)

$
(56,419
)Equity investments in domestic partnerships and limited
    liability companies


(267
)


(396
)Long term leases


(887
)


(877
)Prepaid insurance


(294
)


(948
)Software


(1,026
)


(995
)Gain on Fuel Futures


(1,791
)


4,976Goodwill


99



457TOTAL DEFERRED TAX LIABILITIES

$
(84,753
)

$
(54,202
)NET DEFERRED TAX LIABILITY

$
(36,342
)

$
(25,216
)   NOTE 5.
    EMPLOYEE
    BENEFIT PLANS   87




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            88




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pension PlanDecember 31, 2009


December 31, 2008Accumulated Benefit Obligation, End of Year

$
166,548


$
163,325CHANGE IN PROJECTED BENEFIT OBLIGATION:Projected benefit obligation, beginning of period

$
167,440


$
159,485Service cost


5,366



5,320Interest cost


9,945



9,520Actuarial (gain) loss


(3,428
)


(553
)Benefits paid


(8,321
)


(6,332
)Projected benefit obligation, end of period

$
171,002


$
167,440CHANGE IN PLAN ASSETS:Fair value of plan assets, beginning of period

$
130,997


$
154,233Actual return on plan assets


20,651



(16,904
)Company contributions


1,510



Benefits paid


(8,321
)


(6,332
)Fair value of plan assets, end of period

$
144,837


$
130,997Funded status

$
(26,165
)

$
(36,443
)AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS:Noncurrent liabilities

$
(26,165
)

$
(36,443
)Net amounts recognized

$
(26,165
)

$
(36,443
)AMOUNTS RECOGNIZED IN CONSOLIDATED OTHER COMPREHENSIVE
    INCOME:Net actuarial loss

$
7,179


$
18,877Prior service cost


416



472Total

$
7,595


$
19,349  Measurement date


December 31, 2009



December 31, 2008   89




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Post-Retirement PlanDecember 31, 2009


December 31, 2008CHANGE IN BENEFIT OBLIGATION:Benefit obligation, beginning of period

$
8,477


$
9,404Service cost


22



45Interest cost


414



501Plan participants contributions


397



378Actuarial gain


(2,756
)


(811
)Benefits paid


(623
)


(1,040
)Benefit obligation, end of period

$
5,931


$
8,477CHANGE IN PLAN ASSETS:Fair value of plan assets, beginning of period

$



$
Employer contributions


226



662Plan participants contributions


397



378Benefits paid


(623
)


(1,040
)Fair value of plan assets, end of period

$



$
Funded status

$
(5,931
)

$
(8,477
)AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS:Current liabilities

$
(582
)

$
(779
)Noncurrent liabilities


(5,349
)


(7,698
)Net amounts recognized

$
(5,931
)

$
(8,477
)AMOUNTS RECOGNIZED IN CONSOLIDATED OTHER COMPREHENSIVE
    INCOME:Net actuarial gain

$
(4,654
)

$
(2,524
)  Measurement date


December 31, 2009



December 31, 2008   90




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##### Table of Contents



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


2008


2007Pension:Service cost

$
5,366


$
5,320


$
4,967Interest cost


9,945



9,520



9,004Expected return on plan assets


(12,381
)


(12,187
)


(11,601
)Amortization of prior service cost


56



57



Net periodic benefit cost

$
2,986


$
2,710


$
2,370Additional accrual of expense for measurement date change





$
726Net (gain) loss

$
(11,698
)

$
28,537


$
(13,670
)Prior service cost










543Recognized prior service cost


(56
)


(56
)


Total recognized in other comprehensive income (before tax
    effects)

$
(11,754
)

$
28,481


$
(13,127
)Total recognized in net benefit cost and other comprehensive
    income (before tax effects)

$
(8,768
)

$
31,917


$
(10,757
)Post-retirement:Service cost

$
22


$
45


$
195Interest cost


414



501



569Amortization of net actuarial gain


(735
)


(421
)


(21
)Adjustment for prior benefit payment overstatement


109







Net periodic benefit cost

$
(190
)

$
125


$
743Additional accrual of expense for measurement date change





$
102Net (gain) loss

$
(2,756
)

$
(811
)

$
(1,049
)Recognized prior service cost


735



421



21Total recognized in other comprehensive income(before tax effects)

$
(2,021
)

$
(390
)

$
(1,028
)Total recognized in net benefit cost and other comprehensive
    income (before tax effects)

$
(2,211
)

$
(163
)

$
(285
)       2009

2008Pension:Discount rate  benefit cost


6.100%



6.000%Discount rate  benefit obligation


6.175%



6.100%Expected return on plan assets


8.250%



8.250%Rate of compensation increase


2% for 2010
    4% thereafter



2% for 2009
    4% thereafter  91




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value at


Fair Value atDecember 31,


December 31,2009


2008Equity securities  large cap fund

$
36,063


$
41,744Equity securities  small/mid cap fund


11,412



6,796Equity securities  world fund


18,039



17,489Debt securities  high yield bond fund


9,280



5,972Debt securities  long duration bond fund


51,103



Debt securities  extended duration bond fund






40,893Debt securities  core fixed income fund






10,589Debt securities  emerging markets debt fund


8,717



7,100Cash


10,223



414Total

$
144,837


$
130,997     2009

2008Post-retirement:Discount rate  benefit cost


6.100
%


6.000
%Discount rate  benefit obligation


6.175
%


6.100
%     Investment
    Policies and Strategies
  non-U.S. stocks
 92




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  asset/liability
  Contributions
    and Payments
    Post-RetirementPension Plan

Medical Plan2010

$
6,604


$
5992011


7,347



6542012


8,173



6522013


8,946



6522014


9,839



638Next 5 years


59,533



2,487   NOTE 6.
    LEASE
    OBLIGATIONS      20152010

2011

2012

2013

2014

and afterOperating Lease Obligations

$
26,437


$
23,101


$
16,723


$
15,235


$
13,338


$
62,674Future Capital Lease Obligations


553



















       NOTE 7.
    RELATED
    PARTY TRANSACTIONS   93




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 8.
    FINANCIAL
    INSTRUMENTS AND RISK MANAGEMENT    2009

2008Carrying

Fair

Carrying

FairAmount

Value

Amount

ValueAssets:Fuel Hedge Swap Receivables

$
4,779


$
4,779


$



$
Liabilities:Revolving Credit Facility


154,518



154,518



418,550



418,5502017 Senior Notes


190,901



208,000







Elliott Bay Note


114



114



750



750Summit Contracting Note










670



645Fuel Hedge Swap Payables










13,279



13,279       Fuel
    Price Risk Management
    Fair Value of Measurementsat Reporting DateUsing Markets forDescription

12/31/2009

Identical Assets (Level 1)Fuel Price Swaps

$
4,779


$
4,779    94




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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
 95




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 10.
    BUSINESS
    SEGMENTS     96




---



##### 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, 2009Total revenue

$
621,611


$
239,885


$
9,715


$
(25,184
)

$
846,027Intersegment revenues


751



24,339



94



(25,184
)


Revenue from external customers


620,860



215,546



9,621







846,027Operating expenseMaterials, supplies and other


225,647















225,647Rent


21,715















21,715Labor and fringe benefits


115,998















115,998Fuel


122,752















122,752Depreciation and amortization


48,615















48,615Taxes, other than income taxes


14,072















14,072Gain on Disposition of Equipment


(20,282
)














(20,282
)Cost of goods sold






189,565



3,707







193,272Total cost of sales


528,517



189,565



3,707







721,789Selling, general & administrative


60,740



4,579



4,763







70,082Goodwill Impairment


















Total operating expenses


589,257



194,144



8,470







791,871Operating income

$
31,603


$
21,402


$
1,151


$



$
54,156Segment assets

$
652,831


$
67,129


$
13,029


$



$
732,989Goodwill

$
2,100


$



$
3,898


$



$
5,998Property additions

$
26,968


$
6,141


$
117


$



$
33,226   Reportable Segments


All Other


IntersegmentTransportation


Manufacturing


Segments(1)


Eliminations


TotalYear ended December 31, 2008Total revenue

$
897,272


$
284,274


$
8,617


$
(30,243
)

$
1,159,920Intersegment revenues






29,480



763



(30,243
)


Revenue from external customers


897,272



254,794



7,854







1,159,920Operating 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
) 97




---



##### Table of Contents



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


All Other


IntersegmentTransportation


Manufacturing


Segments(1)


Eliminations


TotalCost of goods sold






242,309



2,080







244,389Total cost of sales


735,585



242,309



2,080







979,974Selling, general & administrative


69,493



2,798



5,245







77,536Goodwill Impairment










855







855Total operating expenses


805,078



245,107



8,180







1,058,365Operating income

$
92,194


$
9,687


$
(326
)

$



$
101,555Segment assets

$
700,174


$
101,877


$
37,200


$



$
839,251Goodwill

$
2,100


$



$
3,897


$



$
5,997Property additions

$
89,938


$
7,441


$
513


$



$
97,892   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. 98




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 11.
    QUARTERLY
    DATA (UNAUDITED)    20091st

2nd

3rd

4th

TotalOperating Revenue

$
192,705


$
218,523


$
207,888


$
226,911


$
846,027Gross Profit


22,203



23,315



32,357



46,363



124,238Operating Income


890



7,336



14,057



31,873



54,156Discontinued Operations


(984
)


(831
)


(3,404
)


(4,811
)


(10,030
)(Loss) Income from Continuing Operations


(4,474
)


(2,937
)


(8,768
)


14,151



(2,028
)Basic (loss) earnings per share

$
(0.43
)

$
(0.30
)

$
(0.96
)

$
0.73


$
(0.95
)Diluted (loss) earnings per share

$
(0.43
)

$
(0.30
)

$
(0.96
)

$
0.72


$
(0.95
)   20081st

2nd

3rd

4th

TotalOperating Revenue

$
270,516


$
314,808


$
303,035


$
271,561


$
1,159,920Gross Profit


29,633



32,648



55,833



61,832



179,946Operating Income


9,560



13,581



37,245



41,169



101,555Income (Loss) from Discontinued Operations


12



236



(407
)


787



628Income from Continuing Operations


2,303



3,419



18,755



22,906



47,383Basic earnings per share

$
0.18


$
0.29


$
1.45


$
1.87


$
3.81Diluted earnings per share

$
0.18


$
0.29


$
1.44


$
1.87


$
3.78     NOTE 12.
    ACCUMULATED
    OTHER COMPREHENSIVE INCOME (LOSS)    2009


2008Minimum pension liability, net of tax (benefit) of ($2,847) and
    ($7,251), respectively

$
(4,748
)

$
(12,098
)Minimum post retirement liability, net of tax provision of
    $1,745 and $987, respectively


2,909



1,646Gain (loss) on fuel hedge after ineffectiveness recognized, net
    of tax recognized, net of tax provision (benefit) of $1,791 and
    ($4,976), respectively


2,250



(7,524
)$
411


$
(17,976
)  99




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 13.
    STOCKHOLDERS
    EQUITY    one-for-four
    NOTE 14.
    SHARE-BASED
    COMPENSATION            Stock Options
 100




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restricted Stock Units
  Performance Share Units three-year-term
      2009Number of


Weighted AverageStock Options:

options


ExerciseOutstanding  beginning of year


383,091


$
37.76Granted


320,091



10.32Exercised



(1)


Cancelled


57,759



21.90Expired


10,149



100.70Outstanding  end of year


635,274
(2)


24.37Exercisable at end of year


355,514
(3)

$
22.52   101




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other data (In thousands except weighted average fair
    value):

2009Weighted average grant date fair value of options granted during
    year

$
6.43Compensation expense


1,904Income tax benefit


688Unrecognized compensation cost at December 31, 2009

$
1,974Weighted average remaining life for unrecognized compensation


1.2 years     (1)
    
    There were no options exercised in 2009.(2)
    
    Outstanding options at December 31, 2009 had an aggregate
    intrinsic value less than the aggregate strike price for those
    options based on the market price of $18.33 per share at that
    date. At December 31, 2009 substantially all options
    outstanding expect to vest.(3)
    
    Options exercisable at December 31, 2009 had an aggregate
    intrinsic value less than the aggregate strike price of those
    options based on the market price of $18.33 per share at that
    date.  2009Number of


WeightedRestricted Stock Units:

shares


Average FairUnvested  beginning of year


166,961


$
82.66Granted


284,702



9.96Vested


83,152



79.79Cancelled


58,111



35.40Unvested  end of year


310,400


$
25.60  Other data (in thousands):Compensation expense

$
6,049Income tax benefit


2,187Income tax benefit realized


490Unrecognized compensation cost at December 31, 2009

$
4,660Weighted average remaining life for unrecognized compensation


1.3 years   2009Number of


WeightedPerformance Share Units:

shares


Average FairUnvested  beginning of year


16,280


$
82.55Granted


78,076



9.96Vested


1,468



144.20Cancelled


23,302



32.46Unvested  end of year


69,586


$
16.56  Other data (in thousands):Compensation expense

$
212Income tax benefit


77Income tax benefit realized


8Unrecognized compensation cost at December 31, 2009

$
Weighted average remaining life for unrecognized compensation


2.1 years  102




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 15.
    Debtor
    Guarantor Financial Statements      Combining
    Statement of Operations for the Year Ended December 31,
    2009
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(In thousands)RevenuesTransportation and Services

$



$



$
620,860


$
9,715


$
(94
)

$
630,481Manufacturing










215,546











215,546Revenues










836,406



9,715



(94
)


846,027Cost of SalesTransportation and Services










528,517



3,801



(94
)


532,224Manufacturing










189,565











189,565Cost of Sales










718,082



3,801



(94
)


721,789Gross Profit










118,324



5,914







124,238Selling, General and Administrative Expenses






314



65,005



4,763







70,082Operating (Loss) Income






(314
)


53,319



1,151







54,156Other Expense (Income)Interest Expense






12,876



28,056











40,932Debt Retirement Expenses










17,659











17,659Other, Net


12,058



5,882



(1,079
)






(18,120
)


(1,259
)Other Expenses


12,058



18,758



44,636







(18,120
)


57,332(Loss) Income from Continuing OperationsBefore Taxes


(12,058
)


(19,072
)


8,683



1,151



18,120



(3,176
)Income Tax Benefit






(1,147
)


(1
)










(1,148
)(Loss) Income from Continuing Operations


(12,058
)


(17,925
)


8,684



1,151



18,120



(2,028
)Discontinued Operations, Net of Tax






5,867







(15,897
)






(10,030
)Net (Loss) Income

$
(12,058
)

$
(12,058
)

$
8,684


$
(14,746
)

$
18,120


$
(12,058
)  103




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Combining
    Statement of Operations for the Year Ended December 31,
    2008
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(In thousands)RevenuesTransportation and Services

$



$



$
897,272


$
8,617


$
(763
)

$
905,126Manufacturing










254,794











254,794Revenues










1,152,066



8,617



(763
)


1,159,920Cost of SalesTransportation and Services










735,585



2,843



(763
)


737,665Manufacturing










242,309











242,309Cost of Sales










977,894



2,843



(763
)


979,974Gross Profit










174,172



5,774







179,946Selling, General and  Administrative Expenses






189



72,102



5,245







77,536Goodwill Impairment














855







855Operating (Loss) Income






(189
)


102,070



(326
)






101,555Other Expense (Income)Interest Expense










26,788



41







26,829Debt Retirement Expenses










2,379











2,379Other, Net


(48,011
)


(75,605
)


(2,886
)


(126
)


124,349



(2,279
)Other Expenses


(48,011
)


(75,605
)


26,281



(85
)


124,349



26,929Income (Loss) from Continuing Operations Before
    Taxes


48,011



75,416



75,789



(241
)


(124,349
)


74,626Income Taxes






27,114







129







27,243Income (Loss) from Continuing Operations


48,011



48,302



75,789



(370
)


(124,349
)


47,383Discontinued Operations, Net of Tax






(291
)






919







628Net Income

$
48,011


$
48,011


$
75,789


$
549


$
(124,349
)

$
48,011  104




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Combining
    Statement of Operations for the Year Ended December 31,
    2007
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(In thousands)RevenuesTransportation and Services

$



$



$
808,617


$
1,929


$
(103
)

$
810,443Manufacturing










239,917











239,917Revenues










1,048,534



1,929



(103
)


1,050,360Cost of SalesTransportation and Services










644,647



693



(103
)


645,237Manufacturing










228,190











228,190Cost of Sales










872,837



693



(103
)


873,427Gross Profit










175,697



1,236







176,933Selling, General and Administrative Expenses






406



67,279



1,042







68,727Operating (Loss) Income






(406
)


108,418



194







108,206Other Expense (Income)Interest Expense










20,578











20,578Debt Retirement Expenses










23,938











23,938Other, Net


(44,361
)


(66,601
)


(2,891
)


9



111,312



(2,532
)Other Expenses


(44,361
)


(66,601
)


41,625



9



111,312



41,984Income from Continuing Operations Before Taxes


44,361



66,195



66,793



185



(111,312
)


66,222Income Taxes






21,855















21,855Income from Continuing Operations


44,361



44,340



66,793



185



(111,312
)


44,367Discontinued Operations, Net of Tax






21







(27
)






(6
)Net Income

$
44,361


$
44,361


$
66,793


$
158


$
(111,312
)

$
44,361  105




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Combining
    Balance Sheet at December 31, 2009
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(In thousands)ASSETSCurrent AssetsCash and Cash Equivalents

$



$



$
940


$
258


$



$
1,198Accounts Receivable, Net


(37,351
)


118,850



1,932



9,864







93,295Inventory










39,070











39,070Deferred Tax Asset






3,791















3,791Assets Held for Sale










3,531











3,531Prepaid and Other Current Assets






(1
)


23,673



207







23,879Total Current Assets


(37,351
)


122,640



69,146



10,329







164,764Properties, Net










520,825



243







521,068Investment in Subsidiaries


207,941



322,917



1,694







(532,552
)


Investment in Equity Investees










4,522











4,522Other Assets






5,399



23,971



4,166







33,536Total Assets

$
170,590


$
450,956


$
620,158


$
14,738


$
(532,552
)

$
723,890LIABILITIESCurrent LiabilitiesAccounts Payable

$



$
16


$
33,424


$
723


$



$
34,163Accrued Payroll and Fringe Benefits










17,331



952







18,283Deferred Revenue










13,928











13,928Accrued Claims and Insurance Premiums










16,947











16,947Accrued Interest






12,014



1,084











13,098Current Portion of Long Term Debt














114







114Customer Deposits










1,309











1,309Other Liabilities






(49
)


31,768



106







31,825Total Current Liabilities






11,981



115,791



1,895







129,667Long Term Debt






190,901



154,518











345,419Pension and Post Retirement Liabilities










31,514











31,514Deferred Tax Liability






40,133















40,133Other Long Term Liabilities










6,554



13







6,567Total Liabilities






243,015



308,377



1,908







553,300STOCKHOLDERS EQUITYCommon stock


159



















159Treasury Stock


(313,328
)


















(313,328
)Other Capital


299,486



23,668



1,607



25,747



(51,022
)


299,486Retained Earnings


183,862



183,862



309,074



(12,917
)


(480,019
)


183,862Accumulated Other Comprehensive Income


411



411



1,100







(1,511
)


411Total Stockholders Equity


170,590



207,941



311,781



12,830



(532,552
)


170,590Total Liabilities and Stockholders Equity

$
170,590


$
450,956


$
620,158


$
14,738


$
(532,552
)

$
723,890  106




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Combining
    Balance Sheet at December 31, 2008
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(In thousands)ASSETSCurrent AssetsCash and Cash Equivalents

$



$



$
704


$
513


$



$
1,217Accounts Receivable, Net


(39,882
)


(67,410
)


222,729



23,258







138,695Inventory










69,623



12







69,635Deferred Tax Asset






5,173















5,173Assets Held for Sale










4,577











4,577Prepaid and Other Current Assets










37,948



1,054







39,002Total Current Assets


(39,882
)


(62,237
)


335,581



24,837







258,299Properties, Net










550,094



4,486







554,580Investment in Subsidiaries


198,591



293,295



1,872







(493,758
)


Investment in Equity Investees










4,039











4,039Other Assets










12,416



9,917







22,333Total Assets

$
158,709


$
231,058


$
904,002


$
39,240


$
(493,758
)

$
839,251LIABILITIESCurrent LiabilitiesAccounts Payable

$



$



$
55,969


$
11,750


$



$
67,719Accrued Payroll and Fringe Benefits










23,779



1,400







25,179Deferred Revenue










13,986











13,986Accrued Claims and Insurance Premiums










22,819











22,819Accrued Interest










1,153



84







1,237Current Portion of Long Term Debt














1,420







1,420Customer Deposits










6,682











6,682Other Liabilities






2,078



39,329



2,115







43,522Total Current Liabilities






2,078



163,717



16,769







182,564Long Term Debt










418,550











418,550Pension and Post Retirement Liabilities










44,140











44,140Deferred Tax Liability






30,389















30,389Other Long Term Liabilities










4,814



85







4,899Total Liabilities






32,467



631,221



16,854







680,542STOCKHOLDERS EQUITYCommon stock


158



















158Treasury Stock


(312,886
)


















(312,886
)Other Capital


293,493



20,647



1,607



20,557



(42,811
)


293,493Retained Earnings


195,920



195,920



300,390



1,829



(498,139
)


195,920Accumulated Other Comprehensive Loss


(17,976
)


(17,976
)


(29,216
)






47,192



(17,976
)Total Stockholders Equity


158,709



198,591



272,781



22,386



(493,758
)


158,709Total Liabilities and Stockholders Equity

$
158,709


$
231,058


$
904,002


$
39,240


$
(493,758
)

$
839,251  107




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Combining
    Statement of Cash Flows for the Year Ended December 31,
    2009
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(In thousands)OPERATING ACTIVITIES:Net (Loss) Income

$
(12,058
)

$
(12,058
)

$
8,684


$
(14,746
)

$
18,120


$
(12,058
)Adjustments to Reconcile Net (Loss) Income to Net CashProvided by (Used in) Operating Activities:Depreciation and Amortization










52,139



1,699







53,838Debt Retirement Cost










17,659











17,659Debt Issuance Cost Amortization






862



6,283











7,145Deferred Taxes






(2,184
)














(2,184
)Impairment and Loss on Sale of Summit Contracting














11,853







11,853Gain on Property Dispositions










(20,251
)


(13
)






(20,264
)Share Based Compensation










8,102



62







8,164Net Income (Loss) from Subsidiaries


12,058



(9,835
)


15,897







(18,120
)


Other Operating Activities










3,512



373







3,885Changes in Operating Assets and LiabilitiesAccounts Receivable, Net


442



(173,884
)


203,497



4,388







34,443Inventory










31,961



(107
)






31,854Other Current Assets






1,383



16,100



542







18,025Accounts Payable






16



(16,066
)


(3,840
)






(19,890
)Accrued Interest






12,013



(69
)


(84
)






11,860Other Current Liabilities






405



(12,426
)


(3,015
)






(15,036
)Net Cash Provided by (Used in) Operating Activities


442



(183,282
)


315,022



(2,888
)






129,294INVESTING ACTIVITIES:Property Additions










(33,109
)


(117
)






(33,226
)Proceeds form Sale of Summit Contracting














2,750







2,750Proceeds from Property Dispositions










28,384











28,384Other Investing Activities










(4,445
)










(4,445
)Net Cash (Used in) Provided by Investing Activities










(9,170
)


2,633







(6,537
)FINANCING ACTIVITIES:Revolving Credit Facility Borrowings










(418,550
)










(418,550
)Revolving Credit Facility Repayments










154,518











154,5182017 Senior Note Borrowings, net of Original Issue Discount






190,362















190,362Bank Overdrafts on Operating Accounts










(6,479
)










(6,479
)Debt Amendment Fees






(4,910
)


(35,637
)










(40,547
)Tax Expense of Share-Based Compensation






(2,170
)














(2,170
)Acquisition of Treasury Stock


(442
)


















(442
)Other Financing Activities










532











532Net Cash (Used in) Provided by Financing Activities


(442
)


183,282



(305,616
)










(122,776
)Net Increase (Decrease) in Cash and Cash Equivalents










236



(255
)






(19
)Cash and Cash Equivalents at Beginning of Period










704



513







1,217Cash and Cash Equivalents at End of Period

$



$



$
940


$
258


$



$
1,198  108




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Combining
    Statement of Cash Flows for the Year Ended December 31,
    2008
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(In thousands)OPERATING ACTIVITIES:Net Income

$
48,011


$
48,011


$
75,789


$
549


$
(124,349
)

$
48,011Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:Depreciation and Amortization










50,114



1,762







51,876Debt Retirement Costs










2,379











2,379Debt Issuance Cost Amortization










2,625











2,625Deferred Taxes






19,337















19,337Gain on Property Dispositions










(641
)










(641
)Share Based Compensation










9,075



209







9,284Net Income from Subsidiaries


(48,011
)


(75,562
)


(776
)






124,349



Other Operating Activities










2,143



15







2,158Changes in Operating Assets and Liabilities:Accounts Receivable, Net


2,350



3,861



(219
)


(21,962
)






(15,970
)Inventory










4,013











4,013Other Current Assets






(2,591
)


(21,490
)


7,916







(16,165
)Accounts Payable










(6,830
)


9,831







3,001Accrued Interest










(535
)


74







(461
)Other Current Liabilities






3,489



6,779



3,115







13,383Net Cash Provided by (Used in) Operating Activities


2,350



(3,455
)


122,426



1,509







122,830INVESTING ACTIVITIES:Property Additions










(97,378
)


(514
)






(97,892
)Proceeds from Property Dispositions










4,031











4,031Investment in Summit Contracting










(8,462
)










(8,462
)Other Investing Activities










(1,297
)


(587
)






(1,884
)Net Cash Used in Investing Activities










(103,106
)


(1,101
)






(104,207
)FINANCING ACTIVITIES:Revolving Credit Facility Repayments










(20,450
)










(20,450
)Bank Overdrafts on Operating Accounts










1,806











1,806Debt Amendment Fees










(4,888
)










(4,888
)Tax Benefit of Share-Based Compensation






3,455















3,455Exercise of Stock Options


1,019



















1,019Acquisition of Treasury Stock


(3,369
)


















(3,369
)Net Cash (Used in) Provided by Financing Activities


(2,350
)


3,455



(23,532
)










(22,427
)Net (Decrease) Increase in Cash and Cash Equivalents










(4,212
)


408







(3,804
)Cash and Cash Equivalents at Beginning of Period










4,916



105







5,021Cash and Cash Equivalents at End of Period

$



$



$
704


$
513


$



$
1,217  109




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Combining
    Statement of Cash Flows for the Year Ended December 31,
    2007
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(In thousands)OPERATING ACTIVITIES:Net Income

$
44,361


$
44,361


$
66,793


$
158


$
(111,312
)

$
44,361Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:Depreciation and Amortization










49,289



82







49,371Debt Retirement Cost










23,938











23,938Debt Issuance Cost Amortization










445











445Deferred Taxes






7,252















7,252Gain on Property Dispositions










(3,390
)










(3,390
)Share Based Compensation










6,820



25







6,845Net Income from Subsidiaries


(44,361
)


(66,978
)


27







111,312



Other Operating Activities










997











997Changes in Operating Assets and Liabilities:Accounts Receivable, Net


304,820



6,282



(320,805
)


(1,025
)






(10,728
)Inventory










(4,777
)


71







(4,706
)Other Current Assets






(409
)


2,177



326







2,094Accounts Payable










12,165



119







12,284Accrued Interest










(2,775
)










(2,775
)Other Current Liabilities






(1,524
)


(9,498
)


800







(10,222
)Net Cash Provided by (Used in) Operating Activities


304,820



(11,016
)


(178,594
)


556







115,766INVESTING ACTIVITIES:Property Additions










(109,315
)










(109,315
)McKinney Acquisition










(15,573
)










(15,573
)Acquisition of Summit Contracting










(6,199
)










(6,199
)Investment in Elliott Bay










(4,338
)










(4,338
)Proceeds from Property Dispositions










7,364











7,364Other Investing Activities










(2,779
)


(451
)






(3,230
)Net Cash Used in Investing Activities










(130,840
)


(451
)






(131,291
)FINANCING ACTIVITIES:Revolving Credit Facility Borrowings










439,000











439,0002015 Senior Note Repayments










(119,500
)










(119,500
)Tender Premium Paid










(18,390
)










(18,390
)Proceeds from Sale/Leaseback










15,905











15,905Bank Overdrafts on Operating Accounts










(5,140
)










(5,140
)Debt Amendment Fees










(2,638
)










(2,638
)Tax Expense of Share-Based Compensation






11,016















11,016Exercise of Stock Options


2,000



















2,000Acquisition of Treasury Stock


(6,216
)


















(6,216
)Stock Repurchase Program


(300,094
)


















(300,094
)Other Financing Activities


(510
)


















(510
)Net Cash (Used in) Provided by Financing Activities


(304,820
)


11,016



309,237











15,433Net (Decrease) Increase in Cash and Cash Equivalents










(197
)


105







(92
)Cash and Cash Equivalents at Beginning of Period










5,113











5,113Cash and Cash Equivalents at End of Period

$



$



$
4,916


$
105


$



$
5,021  110




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 16.
    DISCONTINUED
    OPERATIONS        2009


2008


2007Revenue

$
23,647


$
37,521


$
Cost of Sales


27,816



32,672



84Selling, General and Administrative


3,986



4,371



53Goodwill Impairment






269



Other Expense (Income)


33



(807
)


(81
)Loss on Sale of Summit


7,453







(Loss) Income from Discontinued Operations Before Income Tax


(15,641
)


1,016



(56
)Income Tax (Benefit)


(5,611
)


388



(50
)(Loss) Income from Discontinued Operations

$
(10,030
)

$
628


$
(6
)   NOTE 17.
    ACQUISITIONS,
    DISPOSITIONS AND IMPAIRMENT  Acquisitions 
    CostCurrent Assets

$
961Properties  Net


12,512Goodwill


2,100Purchase Price

$
15,573    111




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##### Table of Contents



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

CostCurrent Assets



$
2,216Property, Plant & Equipment




511Covenant Not to Compete

3


550Goodwill

Indefinite


4,752Purchase Price



$
8,029     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   Dispositions and Impairments 
 112




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        NOTE 18.
    EXIT
    ACTIVITIES   113




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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, 2009:

$
1,150


$
4,427


$
(395
)

$
5,182Allowance for uncollectible accountsDecember 31, 2008:

$
1,218


$
700


$
(768
)

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

$
337


$
1,269


$
(388
)

$
1,218     (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.  Rules 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
    ITEM 9B.
    OTHER
    INFORMATION.   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.    Form 10-K.
   114




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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             115




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##### 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 10, 2010/s/  Thomas
    R. PilholskiThomas
    R. Pilholski

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

March 10, 2010/s/  Clayton
    K. YeutterClayton
    K. Yeutter

Chairman of the Board

March 10, 2010/s/  Eugene
    I. DavisEugene
    I. Davis

Director

March 10, 2010/s/  Richard
    L. HuberRichard
    L. Huber

Director

March 10, 2010/s/  Nils
    E. LarsenNils
    E. Larsen

Director

March 10, 2010/s/  Emanuel
    L. RouvelasEmanuel
    L. Rouvelas

Director

March 10, 2010/s/  R.
    Christopher WeberR.
    Christopher Weber

Director

March 10, 2010  116




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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)2
.2

Purchase Agreement, dated November 30, 2009, by and among
    ACL Professional Services Inc., Summit Contracting, LLC and its
    subsidiaries, and E & J Ventures, LLC and GHC&K,
    LLC*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

Certificate of Amendment to Certificate of Incorporation of
    American Commercial Lines Inc. (Incorporated by reference to the
    Companys Current Report on
    Form 8-K,
    filed on May 26, 2009)3
.4

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)4
.2

Indenture, dated as of July 7, 2009, by and among
    Commercial Barge Line Company, the guarantors named therein
    (which include American Commercial Lines Inc.), and The Bank of
    New York Mellon Trust Company, N.A., as trustee with
    respect to senior secured debt securities (Incorporated by
    reference to the Registration Statement on
    Form S-4
    of Commercial Barge Line Company and American Commercial Lines
    Inc., filed on October 2, 2009)4
.3

Registration Rights Agreement, dated July 7, 2009, by and
    among Commercial Barge Line Company, the guarantors named
    therein (which include American Commercial Lines Inc.), and Banc
    of America Securities LLC, as representative of the initial
    purchasers (Incorporated by reference to the Registration
    Statement on
    Form S-4
    of Commercial Barge Line Company and American Commercial Lines
    Inc., filed on October 2, 2009)10
.1±

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
.2±

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
.3±

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
.4±

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
.5±

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
.6±

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) 117




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##### Table of Contents



ExhibitNo.

Description10
.7±

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
.8

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/A,
    filed on June 8, 2009)10
.9

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
.10

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
.11

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
.12

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
.13±

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
.14±

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) 118




---



##### Table of Contents



ExhibitNo.

Description10
.15

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
.16

2008 Omnibus Incentive Plan (Incorporated by reference to the
    Companys Current Report on
    Form 8-K,
    filed on May 19, 2008)10
.17

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
.18

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
.19

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
.20

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
.21

Form of Restricted Stock Agreement (Incorporated by reference to
    the Companys Current Report on
    Form 8-K,
    filed on May 19, 2008)10
.22

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
.23±

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
.24±

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
.25±

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
.26±

Third Amendment to Termination Benefits Agreement, dated as of
    December 24, 2008, among American Commercial Lines LLC and
    W. N. Whitlock10
.27±

Letter Agreement, dated as of December 29, 2008, by and
    between American Commercial Lines LLC and Norb Whitlock10
.28

Form of 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/A,
    filed on June 8, 2009)10
.29

2009 Annual Incentive Plan (Incorporated by reference to the
    Companys Current Report on
    Form 8-K,filed
    on April 3, 2009)10
.30

Form of Non-Qualified Stock Option Agreement for Executives
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K,
    filed on April 3, 2009)10
.31

Form of Restricted Stock Unit Agreement (Incorporated by
    reference to the Companys Current Report on
    Form 8-K,
    filed on April 3, 2009) 119




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##### Table of Contents



ExhibitNo.

Description10
.32

Form of Performance Based Restricted Stock Unit Agreement for
    Executives (Incorporated by reference to the Companys
    Current Report on
    Form 8-K,
    filed on April 3, 2009)10
.33

Letter Agreement, dated as of November 2008, between American
    Commercial Lines Inc. and Richard W. Spriggle (Incorporated by
    reference to the Company Quarterly Report on
    Form 10-Q,
    filed May 8, 2009)10
.34

Confidential Severance Agreement and Release, dated as of
    June 30, 2009, between American Commercial Lines Inc. and
    W.N. Whitlock (Incorporated by reference to the Companys
    Quarterly Report on
    Form 10-Q,
    filed on August 7, 2009)10
.35

Consulting Agreement, dated as of June 30, 2009, between
    American Commercial Lines Inc. and W.N. Whitlock (Incorporated
    by reference to the Companys Quarterly Report on
    Form 10-Q,
    filed on August 7, 2009)10
.36

Credit Agreement, dated as of July 7, 2009, among
    Commercial Barge Line Company and certain of its direct wholly
    owned subsidiaries, Bank of America, N.A. as administrative
    agent, collateral agent and security trustee, the lending
    institutions from time to time party thereto, Banc of America
    Securities LLC, Wachovia Capital Markets, LLC, UBS Securities
    LLC and Suntrust Robinson Humphrey, Inc., as joint lead
    arrangers, Bank of America Securities LLC, Wachovia Capital
    Markets, LLC, UBS Securities LLC and Suntrust Robinson Humphrey,
    Inc., as joint book runners, Wells Fargo Foothill, LLC, as
    syndication agent, and UBS Securities LLC, Suntrust Bank and RBS
    Business Capital, as co-documentation agents (Incorporated by
    reference to the Registration Statement on
    Form S-4
    of Commercial Barge Line Company and American Commercial Lines
    Inc., filed on October 2, 2009)10
.37

Intercreditor Agreement, dated as of July 7, 2009, among
    Bank of America, N.A. as administrative agent, collateral agent
    and security trustee, The Bank of New York Mellon
    Trust Company, N.A., Commercial Barge Line Company,
    American Commercial Lines LLC, ACL Transportation Services and
    Jeffboat LLC (Incorporated by reference to the Registration
    Statement on
    Form S-4
    of Commercial Barge Line Company and American Commercial Lines
    Inc., filed on October 2, 2009)10
.38

Security Agreement, dated as of July 7, 2009, among The
    Bank of New York Mellon Trust Company, N.A., as collateral
    agent, Commercial Barge Line Company, American Commercial Lines
    Inc., American Commercial Lines LLC, Jeffboat LLC and ACL
    Transportation Services LLC (Incorporated by reference to the
    Registration Statement on
    Form S-4
    of Commercial Barge Line Company and American Commercial Lines
    Inc., filed on October 2, 2009)10
.39

Pledge Agreement, dated as of July 7, 2009, among
    Commercial Barge Line Company, American Commercial Lines Inc.,
    American Commercial Lines LLC, Jeffboat LLC and ACL
    Transportation Services LLC and The Bank of New York Mellon
    Trust Company, N.A., as collateral agent (Incorporated by
    Reference to the Registration Statement on
    Form S-4
    of Commercial Barge Line Company and American Commercial Lines
    Inc., filed on October 2, 2009)10
.40

2010 Annual Incentive Plan (Incorporated by reference to the
    Companys Current Report on
    Form 8-K,
    filed on February 18, 2010)21
.1

Subsidiaries*23
.1

Consent of Ernst & Young LLP*31
.1

CEO Certification Pursuant to Section 302(a) of the
    Sarbanes-Oxley Act of 2002*31
.2

CFO Certification Pursuant to Section 302(a) of the
    Sarbanes-Oxley Act of 2002*32
.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*     *
    
    Filed herewith±
    
    Management contract or compensatory plan or arrangement. 120