##### Table of Contents



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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1933For the fiscal year ended
    December 31, 2006ORo

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

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

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

Outstanding at February 23, 2007Common Stock, $.01 par value
    per share

62,136,834 shares   DOCUMENTS
    INCORPORATED BY REFERENCE
  Document

Parts Into Which IncorporatedProxy Statement for the Annual
    Meeting of Stockholders to be held in 2007

Part III   APPLICABLE
    ONLY TO ISSUERS INVOLVED IN
   þ o




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##### 



Table of
    Contents
  PagePART IItem 1.


Business


4Item 1A.


Risk
    Factors


17Item 1B.


Unresolved Staff
    Comments


24Item 2.


Properties


24Item 3


Legal
    Proceedings


25Item 4.


Submission of
    Matters to a Vote of Security Holders


26PART IIItem 5.


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


26Item 6.


Selected Financial
    Data


29Item 7.


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


32Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


55Item 8.


Financial
    Statements and Supplementary Data


56Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


96Item 9A.


Controls and
    Procedures


96Item 9B.


Other
    Information


96PART IIIItem 10.


Directors and
    Executive Officers of the Registrant


96Item 11.


Executive
    Compensation


96Item 12.


Security Ownership
    of Certain Beneficial Owners and Management


96Item 13.


Certain
    Relationships and Related Transactions


96Item 14.


Principal
    Accountant Fees and Services


97PART IVItem 15.


Exhibits and
    Financial Statement Schedules


97Signatures


98SubsidiariesConsent of Ernst & Young LLPCEO Certification Pursuant to Section 302(a)CFO Certification Pursuant to Section 302(a)CEO Certification Pursuant to Section 906CFO Certification Pursuant to Section 906   2




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CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K
    
    Freight transportation rates for the Inland Waterways fluctuate
    from time to time and may decrease.
    An increase in barging capacity may lead to reductions in
    freight rates.
    North American crop yields, export quantities and relative
    freight differentials from available ports as well as the size
    and usage of worldwide grain harvests could materially affect
    demand for our barging services.
    Higher fuel prices, if not recouped from our customers, could
    increase operating expenses and adversely affect profitability.
    We are subject to adverse weather and river conditions,
    including ice, fog and hurricanes.
    The inland barge transportation industry is highly competitive;
    increased competition could adversely affect us.
    A significant portion of our barge fleet is nearing retirement,
    which, if not replaced, could adversely affect our revenue,
    earnings and cash flows.
    A partial failure of the aging infrastructure on the Inland
    Waterway could lead to increases in our costs and disruption of
    our operations.
    Our cash flows and borrowing facilities may not be adequate for
    our additional capital needs and, if we incur additional
    borrowings, our future cash flow and capital resources may not
    be sufficient for payments of interest and principal of our
    indebtedness.
    Increases in prevailing interest rates would increase our
    interest payment obligations on our floating rate debt.
    The loss of one or more key customers, or material nonpayment or
    nonperformance by one or more of our key customers, could have a
    material adverse effect on our revenue and profitability.
    The loss of key personnel, including highly skilled and licensed
    vessel personnel, could adversely affect our business.  Form 10-K
 3




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##### Table of Contents



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  Operating
    Segments
       4




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ton-miles ton-miles ton-miles. ton-miles ton-miles ton-miles, Trac
        
   5




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CUSTOMERS
    AND CONTRACTS
  Transportation.
         6




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Manufacturing. year-to-year.
   7




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TRANSPORTATION
    FLEET
  Barges.
  Towboats.
  PORT
    SERVICES ASSETS
   8




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TERMINAL
    SERVICES, THIRD-PARTY LOGISTICS, INTERMODAL SERVICES
        COMPETITION
  Transportation.
     9




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TOP 5
    CARRIERS BY FLEET SIZE
    (as of December 31, 2005*)
  % ofUnits


BargesDry Cargo BargesIngram Barge Company


3,716



20.9
%American Commercial
    Lines


2,803



15.8
%AEP/ MEMCO Barge Line, Inc.


2,318



13.0
%American River Transportation
    Company


2,076



11.7
%Cargo Carriers


909



5.1
%Top 5 Dry Cargo Carriers


11,822



66.5
%Liquid Cargo BargesKirby Corporation


897



32.3
%American Commercial
    Lines


371



13.3
%Marathon Ashland Petroleum LLC


170



6.1
%Canal Barge Company, Inc.


169



6.1
%Ingram Barge Company


165



5.9
%Top 5 Liquid Cargo Carriers


1,772



63.7
%     *
    
    Source:  Informa and Company. Note that annual
    data is normally not available until March of the following year.  Manufacturing.
  SEASONALITY
     10




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11




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EXECUTIVE
    OFFICERS AND KEY EMPLOYEES
    Name

Age

PositionMark R. Holden


47


Director, President and Chief
    Executive OfficerW. Norbert Whitlock


65


Executive Vice President,
    Governmental AffairsChristopher A. Black


44


Senior Vice President, Chief
    Financial Officer and SecretaryNick C. Fletcher


46


Senior Vice President, Human
    ResourcesJerry R. Linzey


43


Senior Vice President, Chief
    Operating OfficerRichard A. Mitchell Jr.


41


Senior Vice President, Corporate
    StrategyMichael J. Monahan


48


Senior Vice President,
    Transportation ServicesMichael P. Ryan


47


Senior Vice President, Sales and
    MarketingKevin S. Boyle


33


Vice President, TreasurerLawrence M. Cuculic


50


Vice President, Legal and
    Assistant SecretaryKarl D. Kintzele


56


Vice President, Internal AuditTamra L. Koshewa


38


Vice President, Finance and
    Corporate ControllerDouglas C. Ruschman


54


Vice President, LegalWilliam L. Schmidt


45


Vice President, Information
    TechnologyJacques J. Vanier


45


Vice President, Manufacturing   Mark R. Holden
  W. Norbert Whitlock
  Christopher A. Black
 12




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##### Table of Contents



Nick C. Fletcher
  Jerry R. Linzey
  Richard A. Mitchell Jr.
  Michael J. Monahan
  Michael P. Ryan
  Kevin S. Boyle
  Lawrence M. Cuculic
  Karl D. Kintzele
  Tamra L. Koshewa
 13




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Douglas C. Ruschman
  William L. Schmidt
  Jacques J. Vanier
  EMPLOYEE
    MATTERS
  EMPLOYEE
    COUNT
  December 31,


December 31,Function

2006


2005Domestic administration (including
    Jeffboat)


288



250Domestic transportation services


1,446



1,380Manufacturing


1,055



881International administration


6



24International transportation






1542,795



2,689   Collective bargaining agreements.
  INSURANCE
    AND RISK MANAGEMENT
   14




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GOVERNMENT
    REGULATION
  General.
        Jones Act.
    User Fees and Fuel Tax.
    Homeland Security Requirements.
 15




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ENVIRONMENTAL
    REGULATION
          OCCUPATIONAL
    HEALTH AND SAFETY MATTERS
     16




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INTELLECTUAL
    PROPERTY
    BANKRUPTCY
    FILING & EMERGENCE
      ITEM 1A.
    RISK
    FACTORS    RISKS
    RELATED TO OUR INDUSTRY
  Freight
    transportation rates for the Inland Waterways fluctuate from
    time to time and may decrease.
  season-to-season year-to-year. quarter-to-quarter
 17




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year-to-year
  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 prices for new barges.
    Higher
    fuel prices, if not recouped from our customers, could
    dramatically increase operating expenses and adversely affect
    profitability.
    We are
    subject to adverse weather and river conditions.
   18




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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 the demand for barging services.
   19




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Our
    failure to comply with domestic or international government
    regulations affecting the domestic or foreign barging
    industries, or changes in these regulations, may cause us to
    incur significant expenses or affect our ability to
    operate.
  and/or
    The
    Jones Act restricts foreign ownership of our stock, and the
    repeal, suspension or substantial amendment of the Jones Act
    could increase competition on the Inland Waterways and have a
    material adverse effect on our business.
    U.S.-citizen
  RISKS
    RELATED TO OUR BUSINESS
  Our
    aging fleet of dry cargo barges may lead to increased costs and
    disruptions in our operations.
   20




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We may
    not be successful in our plans to upgrade our production lines
    in our shipyard and realize increased levels of capacity and
    efficiency.
    Our
    plans for our transportation business capital investment and
    organic growth are predicated on efficiency improvements which
    we expect to achieve through a variety of initiatives including
    reduction in stationary days, better power utilization, improved
    fleeting among others. 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, if we incur additional borrowings,
    our future cash flow and capital resources may not be sufficient
    for payments of interest and principal of our
    indebtedness.
    As
    part of the Companys growth strategy, we may make
    selective acquisitions the integration and consolidation of
    which may disrupt operations and could negatively impact our
    business, including our margins.
   21




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The
    loss of one or more key customers, or material nonpayment or
    nonperformance by one or more of our key customers, would have a
    material adverse effect on our revenue and
    profitability.
    A
    major accident or casualty loss at any of our facilities could
    significantly reduce production.
    Our
    employees are covered by federal maritime laws that may subject
    us to job-related claims in addition to those provided by state
    laws.
    We
    have experienced significant work stoppages by union employees
    in the past, and future work stoppages may disrupt our services
    and adversely affect our operations.
    The
    loss of key personnel, including highly skilled and licensed
    vessel personnel, could adversely affect our
    business.
   22




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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.
   23




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES      
    
    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 also operates a terminal in Memphis, Tennessee that
    processes barge waste water. 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. 24




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
    ACLTs fleet facility in Cairo, Illinois occupies
    approximately 37 acres, including approximately 900 feet of
    owned river frontage. In addition, we lease approximately
    25,000 feet of additional river frontage under various
    leases expiring between 2007 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 fleet facilities in Lemont, Illinois occupy
    approximately 81 acres, including approximately 10,000 feet
    of river frontage, under various leases expiring between 2021
    and 2051. This facility provides the base of operations for our
    barge fleeting and shifting, barge cleaning and repairs on the
    Illinois River.
    Our corporate offices in Jeffersonville, Indiana occupy
    approximately 22 acres, comprising approximately
    165,000 square feet.    ITEM 3.
    LEGAL
    PROCEEDINGS.      Miller Appeal. Trust A-4
    Environmental Litigation.
  
    Barge Cleaning Facilities, Port Arthur,
    Texas.  American Commercial Barge Line LLC
    received notices from the U.S. EPA in 1999 and 2004 that it
    is a potentially responsible party at the State Marine of Port
    Arthur and the Palmer Barge Line Superfund Sites in Port Arthur,
    Texas with respect to waste from barge cleaning at the two sites
    in the early 1980s. With regard to the Palmer Barge Line
    Superfund Site, in 2006 the U.S. EPA requested that
    American Commercial Barge Line LLC enter into a consent decree
    for past and future cleanup. We cannot quantify the exposure, if
    any, that the Company may encounter as a result of the notice,
    nor the request for the consent decree.
    PHI/ Harahan Site, Harahan, Louisiana.  We have
    been contacted by the State of Louisiana in connection with the
    investigation and cleanup of diesel
    and/or jet
    fuel in soil at this site. We believe contamination may have
    been caused by a tenant on the property and have so notified the
    regulatory 25




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##### Table of Contents



authorities. In November 2006, the State of Louisiana notified
    us that we should proceed with our earlier-submitted
    investigation work plan. We do not know what level of fuel may
    be discovered in this investigation or whether cleanup will be
    required. We have paid approximately $0.02 million in
    consultant fees related to investigation at this site. We have
    reserved $0.05 million for the investigation work plan that
    is scheduled for completion in 2007.  ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.  Market
    Information and Holders
      High


Low2005Fourth Quarter

$
15.53


$
13.172006First Quarter

$
23.60


$
14.92Second Quarter


31.38



22.85Third Quarter


30.92



24.72Fourth Quarter


37.70



29.47     Dividends
    Issuer
    Purchases of Equity Securities
   26




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##### Table of Contents



Market Value at Exercise Date ofShares Withheld for Taxes on2006

Number of Shares


Exercise(In thousands)First Quarter


152,998


$
2,659Second Quarter


13,292



359Third Quarter


3,816



111Fourth Quarter


2,214



78Total


172,320


$
3,207   Equity
    Compensation Plan Information
    Number of





Number of SecuritiesSecurities to be





Remaining AvailableIssued Upon


Weighted-Average


for Future IssuanceExercise of


Exercise Price of


Under EquityPlan Category

Outstanding Options


Outstanding Options


Outstanding OptionsEquity compensation plans approved
    by stockholders


448,020


$
12.96



1,763,370Equity compensation plans not
    approved by stockholders


1,021,084


$
2.08



65,288Total


1,469,104


$
4.31



1,828,658  27




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##### Table of Contents



Cumulative
    Total Stockholders Return (October 2005  December
    2006)
  Form 10-K
  
 28




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA.  SELECTED
    CONSOLIDATED FINANCIAL DATA
  two-for-one
  Fiscal Years EndedPredecessor CompanyDec. 27,


Dec. 26,


Dec. 31,


Dec. 31,


Dec. 31,2002


2003


2004


2005


2006(In thousands, except per share data)Statement of Operating
    Data:Transportation revenue

$
598,927


$
523,877


$
506,968


$
594,200


$
787,348Manufacturing revenue


81,654



70,209



97,988



120,741



155,204Total revenue


680,581



594,086



604,956



714,941



942,552Operating expenses:Materials, supplies and other


257,690



210,982



200,843



212,532



249,500Rent


51,245



35,528



21,621



19,910



22,445Labor and fringe benefits


102,902



90,938



79,504



82,541



90,294Fuel


79,204



82,829



89,341



126,893



157,070Depreciation and amortization(a)


53,417



48,634



48,100



45,255



45,489Taxes, other than income taxes


25,249



21,107



19,096



16,793



17,667Cost of goods sold 
    manufacturing


81,351



70,935



94,343



112,217



141,589Cost of sales


651,058



560,953



552,848



616,141



724,054Selling, general and administrative
    expenses


41,105



36,364



31,709



47,654



66,280Total operating expenses


692,163



597,317



584,557



663,795



790,334Operating income (loss)


(11,582
)


(3,231
)


20,399



51,146



152,218Other (expense) income(b)


(803
)


4,031



2,932



6,324



3,993Interest expense


61,656



40,624



39,023



31,590



18,354Debt retirement expenses














11,732



1,437Income (loss) before reorganization
    items, fresh-start adjustments, income taxes, discontinued
    operations and extraordinary items


(74,041
)


(39,824
)


(15,692
)


14,148



136,420Reorganization items and
    fresh-start adjustments(c)






24,344



(142,108
)






Income taxes (benefit)


(6
)


32







4,144



49,822Net income (loss) before
    discontinued operations and extraordinary item


(74,035
)


(64,200
)


(157,800
)


10,004



86,598Discontinued operations, net of
    tax(d)(e)


4,024



2,624



11,045



1,809



5,654Extraordinary item(c)










(151,149
)






Net income (loss)

$
(70,011
)

$
(61,576
)

$
4,394


$
11,813


$
92,252Net income per common
    share  basic













$
0.25


$
1.52Net income per common share from
    continuing operations -basic













$
0.21


$
1.43Net income per common share from
    discontinued operations -basic













$
0.04


$
0.09Net income per common
    share  diluted













$
0.24


$
1.47Net income per common share from
    continuing operations -diluted













$
0.20


$
1.38Net income per common share from
    discontinued operations -diluted













$
0.04


$
0.09Shares used in computing basic net
    income per common share














47,594



60,743Shares used in computing diluted
    net income per common share














49,248



62,801  29




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Dec. 27,


Dec. 26,


Dec. 31,


Dec. 31,


Dec. 31,2002


2003


2004


2005


2006Statement of Financial Position
    Data:Cash, restricted cash and cash
    equivalents(f)

$
20,824


$
43,029


$
55,827


$
13,959


$
5,113Working capital(g)


(599,170
)


(619,974
)


91,890



46,204



44,251Total assets


811,641



812,196



667,677



623,284



675,956Long-term debt, including current
    portion


553,620



613,445



406,433



200,000



119,500Stockholders equity


44,022



(19,674
)


100,098



253,701



358,653   Dec. 27,


Dec. 26,


Dec. 31,


Dec. 31,


Dec. 31,2002


2003


2004


2005


2006Other Data:Net cash provided by (used in)
    operating activities

$
6,900


$
(16,066
)

$
36,197


$
63,338


$
136,858Net cash provided by (used in)
    investing activities

$
(14,802
)

$
(11,817
)

$
27,228


$
(27,493
)

$
(63,899
)Net cash provided by (used in)
    financing activities

$
(24,855
)

$
48,662


$
(52,055
)

$
(68,531
)

$
(81,805
)Adjusted EBITDA(h)(i)

$
64,323


$
61,189


$
82,028


$
110,949


$
211,811Capital expenditures

$
13,362


$
9,209


$
12,520


$
47,279


$
90,042Towboats (at period end)(j)


186



166



165



155



148Barges (at period end)(j)


4,710



3,670



3,369



3,300



3,010Ton-miles
    from continuing operations affreightment(k)










43,140,000



40,038,964



41,797,859Ton-miles
    from continuing operations non-affreightment(l)














2,705,200



3,317,000     (a)
    
    On May 29, 2002, DHC purchased ACL Holdings LLC (ACL
    Holdings) and elected push-down accounting which is
    reflected in the basis of our properties and related
    depreciation. Fresh-start accounting was adopted on emergence
    from bankruptcy on January 1, 2005.(b)
    
    Includes gain (loss) on property dispositions of $(247), $287
    and $455 for 2004, 2003 and 2002, respectively, that have been
    reclassified from operating expense to other expense (income),
    consistent with the 2006 and 2005 classification.(c)
    
    We filed a petition for reorganization under Chapter 11 of
    the U.S. Bankruptcy Court on January 31, 2003. Items
    related to the reorganization are presented separately in
    accordance with the American Institute of Certified Public
    Accountants (AICPA) Statement of Position
    90-7,
    Financial Reporting by Entities in Reorganization under
    the Bankruptcy Code. In 2004, we recorded a loss of
    $35,206 from the sale of Argentina assets and other
    reorganization items of $21,715. In the fourth quarter 2004, we
    recorded $85,187 in fresh-start accounting adjustments due to
    the emergence from bankruptcy.(d)
    
    In all periods presented the operations of the Dominican
    Republic and Venezuela businesses, on a net of tax basis, have
    been presented as discontinued operations.(e)
    
    Included in 2006 is the $4.8 million, net of tax, gain on
    the sale of Venezuela business. Included in 2004 is a gain on
    the discharge of debt related to the discontinued operations of
    $2.2 million.(f)
    
    Includes $6,328, $7,754 and $9,182 at December 27, 2002,
    December 26, 2003 and December 31, 2004, respectively,
    in restricted cash held in escrow to repay the bonds guaranteed
    by MARAD.(g)
    
    We define working capital as total current assets minus total
    current liabilities. 30




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(h)
    
    Adjusted EBITDA represents net income before interest, income
    taxes, depreciation and amortization, adjusted as described
    below. Adjusted EBITDA provides useful information to investors
    about us and our financial condition and results of operations
    for the following reasons: (i) it is one of the measures
    used by our board of directors and management team to evaluate
    our operating performance, (ii) it is one of 31




---



##### Table of Contents



the measures used by our management team to make
    day-to-day
    operating decisions, (iii) certain management compensation
    is based upon performance metrics which use Adjusted EBITDA as a
    component and (iv) it is used by securities analysts,
    investors and other interested parties as common performance
    measure to compare results across companies in our industry. For
    these reasons, we believe Adjusted EBITDA is a useful measure to
    present to our investors.(i)
    
    For the year ended December 31, 2004, Adjusted EBITDA
    excludes an extraordinary gain of $155,358 from the discharge of
    debt according to the Plan or Reorganization and a nonrecurring
    expense of $139,951 for reorganization items and fresh-start
    adjustments. Of these amounts, $4,209 in extraordinary gain and
    $2,157 in gain from fresh-start are reflected in discontinued
    operations. For the years ended December 27, 2002 and
    December 26, 2003, Adjusted EBITDA excludes nonrecurring
    Danielson Recapitalization fees and reorganization items as
    indicated in the table above.(j)
    
    Includes equipment operated by foreign subsidiaries through date
    of disposal.(k)
    
    Unavailable for 2002 and 2003.(l)
    
    Unavailable prior to 2005.    Dec. 27,


Dec. 26,


Dec. 31,


Dec. 31,


Dec. 31,2002


2003


2004


2005


2006Net (loss) income

$
(70,011
)

$
(61,576
)

$
4,394


$
11,813


$
92,252Interest income


(435
)


(112
)


(944
)


(1,037
)


(697
)Interest expense


61,656



41,514



39,023



31,590



19,782Debt Retirement Expenses














11,732



1,437Depreciation and amortization


59,231



54,918



53,175



49,121



49,215Income taxes (benefit)


(176
)


2,101



1,787



7,730



49,822Adjustments:DHC Recapitalization fees


14,058















Reorganization items






24,344



56,921







Fresh-start accounting










83,030







Gain on discharge of debt










(155,358
)






Adjusted EBITDA

$
64,323


$
61,189


$
82,028


$
110,949


$
211,811     
    Adjusted EBITDA does not reflect our current or future cash
    requirements for capital expenditures;
    Adjusted EBITDA does not reflect changes in, or cash
    requirements for, our working capital needs;
    Adjusted EBITDA does not reflect the significant interest
    expense, or the cash requirements necessary to service interest
    or principal payments, on our debts;
    Although depreciation and amortization are non-cash charges, the
    assets being depreciated and amortized will often have to be
    replaced in the future, and Adjusted EBITDA does not reflect any
    cash requirements for such replacements; and
    Other companies in our industry may calculate Adjusted EBITDA
    differently than we do, limiting its usefulness as a comparative
    measure.   31




---



##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  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, 2006 compared to the results of
    operations for the year ended December 31, 2005 and an
    analysis of the Companys results of operations for the
    year ended December 31, 2005 compared to the results of
    operations for the year ended December 26, 2004.
    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, 2006 and an analysis of the Companys
    cash flows for the years ended December 31, 2006,
    December 31, 2005 and December 31, 2004. 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 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 filing
    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
   32




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##### Table of Contents



Trac
  The
    Industry
  Transportation Industry:
     33




---



##### Table of Contents



Source:
    U.S. Army Corps of Engineers Waterborne Commerce Statistics
    Center  The Manufacturing Industry:
  Consolidated
    Financial Overview
       34




---



##### Table of Contents



construction-in-progress
    Key
    operating statistics
  Year Ended


%


Year Ended


%


Year EndedDecember 31,


Change


December 31,


Change


December 31,2006


to 2005


2005


to 2004


2004Ton-miles
    (in thousands) and rates per mile:Affreightment
    Ton-Miles
    (in thousands):Total Dry


38,020,770



5.9
%


35,913,148



(7.0
)%


38,606,400Ton-miles
    per average dry affreightment barge


13,665



7.3
%


12,740



(1.1
)%


12,877Total Liquid


3,777,089



(8.5
)%


4,125,816



(9.0
)%


4,533,600Ton-miles
    per average liquid affreightment barge


13,623



(0.1
)%


13,635



18.2
%


11,536Total affreightment
    ton-miles


41,797,859



4.4
%


40,038,964



(7.2
)%


43,140,000Total
    ton-miles
    non-affreightment


3,317,000



22.6
%


2,705,200



NA



NATotal
    ton-miles


45,114,859



5.5
%


42,744,164



NA



NATon-miles
    per average affreightment barge


13,661



6.5
%


12,827



0.8
%


12,722   ton-miles
  35




---



##### Table of Contents



Year Ended


%


Year Ended


%


Year EndedDecember 31,


Change


December 31,


Change


December 31,2006


to 2005


2005


to 2004


2004Rates per
    ton-mile/Revenues
    per average barge:Increase in dry rate per
    ton-mile






28.6
%






35.2
%Increase in fuel neutral dry rate
    per ton-mile






23.7
%






24.3
%Increase in liquid rate per
    ton-mile






20.9
%






19.8
%Increase in fuel neutral liquid
    rate per
    ton-mile






11.7
%






9.8
%Overall rate per
    ton-mile

$
15.22



26.1
%

$
12.07



31.7
%

$
9.16Overall fuel neutral rate per
    ton-mile

$
14.59



20.9
%

$
11.11



21.3
%

$
8.88Revenue per average barge
    operated

$
252,671



37.8
%

$
183,368



24.8
%

$
146,949Fuel price and volume
    dataFuel price per gallon

$
1.96



17.1
%

$
1.67



53.6
%

$
1.09Fuel gallons, in thousands


75,885



5.5
%


71,916



(6.0
)%


76,489Revenue data:Affreightment revenue

$
635,065,007



31.7
%

$
482,375,213



17.1
%

$
411,995,585Towing

$
47,900,239



41.3
%

$
33,888,809



29.0
%

$
26,278,000Charter and day rate


43,310,263



82.0
%


23,791,762



12.7
%


21,117,000Demurrage


40,763,174



25.4
%


32,511,818



7.2
%


30,330,000Other


14,219,317



(8.2
)%


15,492,398



80.5
%


8,584,415Total non-affreightment

$
146,192,993



38.3
%

$
105,684,787



22.4
%

$
86,309,415Total transportation segment
    revenue

$
781,258,000



32.9
%

$
588,060,000



18.0
%

$
498,305,000     Barge
    Fleet Changes
  Barges  Fourth Quarter

Dry


Tankers


TotalBarges operated as of the end of
    the 3rd quarter 2006


2,800



374



3,174Retired


(180
)


(3
)


(183
)New builds


20







20Change in number of barges leased


(1
)






(1
)Barges operated as of the end of
    2006


2,639



371



3,010   36




---



##### Table of Contents



Barges  Last Two Years

Dry


Tankers


TotalBarges operated as of the end of
    2004


2,861



379



3,240Retired


(51
)


(16
)


(67
)Active barges sold






(7
)


(7
)New builds






16



16Change in number of barges leased


(7
)


(1
)


(8
)Barges operated as of the end of
    2005


2,803



371



3,174Retired


(228
)


(18
)


(246
)New builds


70



16



86Change in number of barges leased


(6
)


2



(4
)Barges operated as of the end of
    2006


2,639



371



3,010     Owned
    Boat Counts and Average Age by Horsepower Class
  AverageHorsepower Class

Number


Age1950 or less


44



30.2Less than 4300


18



31.4Less than 6200


43



32.07000 or over


15



29.2Total/overall age


120



31.0     Transportation: ton-mile ton-mile ton-miles ton-miles
   37




---



##### Table of Contents



ton-miles ton-miles ton-miles ton-miles
  ton-miles
  Manufacturing:
  Manufacturing
    segment units produced for sale or internal use:
 Year Ended December 31,2006


2005


2004External SalesLiquid tank barges:Ocean tank barges


2



2



2Liquid tank barges


25



64



41Dry cargo barges


202



45



130Total external units sold


229



111



173Internal Production:Liquid tank barges:Liquid tank barges


16



16



Dry cargo barges


70







Total internal units


86



16



Total internal and external units
    produced


315



127



173  38




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##### Table of Contents



Consolidated
    Financial Overview  Non-GAAP Financial Measure
    Reconciliation
  AMERICAN
    COMMERCIAL LINES INC.
  NET
    INCOME TO EBITDA RECONCILIATION
  Year Ended Dec. 31,2006


2005


2004(Dollars in thousands)(Unaudited)Income (loss) from continuing
    operations(1)

$
86,598


$
10,004


$
(6,651
)Discontinued operations, net of
    income taxes


5,654



1,809



11,045Consolidated Net
    Income

$
92,252


$
11,813


$
4,394Adjustments from continuing
    operations:Interest income


(46
)


(545
)


(115
)Interest expense


18,354



31,590



39,023Debt retirement expenses


1,437



11,732



Depreciation and amortization


47,378



47,061



51,149Taxes


49,822



4,144



Reorganization items










56,921Fresh-start adjustments










85,187Gain on discharge of debt










(151,149
)Adjustments from discontinued
    operations:Interest income


(651
)


(492
)


(829
)Depreciation and amortization


1,428



2,060



2,026Taxes


1,837



3,586



1,787Reorganization items










Fresh-start adjustments










(2,157
)Gain on discharge of debt










(4,209
)Adjusted EBITDA from continuing
    operations(1)


203,543



103,986



74,365Adjusted EBITDA from
    discontinued operations(1)


8,268



6,963



7,663Adjusted consolidated
    EBITDA(1)

$
211,811


$
110,949


$
82,028Selected segment EBITDA
    calculations:Transportation net income
    before reorganization items, fresh-start adjustments, and gain
    on discharge of debt

$
78,162


$
4,026


$
(19,767
)Interest income


(46
)


(545
)


(115
)Interest expense


18,354



31,590



39,023Debt retirement expenses


1,437



11,732



Depreciation and amortization


44,399



44,239



46,735Taxes


49,822



4,144



Transportation EBITDA

$
192,128


$
95,186


$
65,876Manufacturing net income before
    reorganization items, fresh-start adjustments, and gain on
    discharge of debt

$
19,116


$
7,165


$
2,834Interest income










Interest expense










Depreciation and amortization


1,889



1,806



3,049Taxes










Total Manufacturing
    EBITDA


21,005



8,971



5,883Intersegment profit


(10,882
)


(1,446
)


External Manufacturing
    EBITDA

$
10,123


$
7,525


$
5,883  39




---



##### Table of Contents



(1)
    
    This analysis of EBITDA is referred to as Adjusted
    because of the inclusion of $151,149 and $4,209 in Extraordinary
    item  Gain on discharge of debt in Net income from
    continuing operations and discontinued operations, net of income
    taxes, respectively and due to the exclusion of reorganization
    Items, fresh start adjustments and the extraordinary item from
    the computation in 2004.      Outlook  Transportation
      2005/2006 2004/2005 2006/2007 2005/2006. 2005/2006 2004/2005. 2006/2007 2005/2006 2004/2005
 40




---



##### Table of Contents



41




---



##### Table of Contents



Manufacturing
         42




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC. OPERATING RESULTS BY BUSINESS SEGMENT
    Year Ended December 31, 2006 as compared to Year Ended
    December 31, 2005
    (Dollars in thousands except where noted)
  % of ConsolidatedRevenueYear Ended December 31,


Year ended December 31,2006


2005


Variance


2006


2005REVENUETransportation

$
781,258


$
588,060


$
193,198



82.9
%


82.3
%Manufacturing (external and
    internal)


211,367



138,985



72,382



22.4
%


19.4
%Other


6,090



6,140



(50
)


0.7
%


0.9
%Intersegment manufacturing
    elimination


(56,163
)


(18,244
)


(37,919
)


(6.0
)%


(2.6
)%Consolidated Revenue


942,552



714,941



227,611



100.0
%


100.0
%OPERATING EXPENSETransportation


637,174



542,867



94,307Manufacturing (external and
    internal)


192,517



131,782



60,735Other


5,924



5,944



(20
)Intersegment manufacturing
    elimination


(45,281
)


(16,798
)


(28,483
)Consolidated Operating Expense


790,334



663,795



126,539



83.9
%


92.8
%OPERATING INCOMETransportation


144,084



45,193



98,891Manufacturing (external and
    internal)


18,850



7,203



11,647Other


166



196



(30
)Intersegment manufacturing
    elimination


(10,882
)


(1,446
)


(9,436
)Consolidated Operating Income


152,218



51,146



101,072



16.2
%


7.2
%Interest Expense


18,354



31,590



(13,236
)Debt Retirement Expenses


1,437



11,732



(10,295
)Other Income


(3,993
)


(6,324
)


2,331Income before Income Taxes


136,420



14,148



122,272Income Taxes


49,822



4,144



45,678Income from Continuing Operations


86,598



10,004



76,594Discontinued Operations, Net of
    Income Taxes


5,654



1,809



3,845Net Income

$
92,252


$
11,813


$
80,439Barges Operated (average of period
    beginning and end)


3,092



3,207



(115
)Revenue per Barge Operated

$
252,671


$
183,368


$
69,303   RESULTS
    OF OPERATIONS
  Year
    ended December 31, 2006 compared to Year ended
    December 31, 2005  Revenue.
   43




---



##### Table of Contents



ton-mile ton-miles ton-miles ton-miles
  ton-mile ton-mile year-over-year.
    Operating Expense.
    start-up
  Operating Income.
  Interest Expense.
 44




---



##### Table of Contents



Debt Retirement Expenses.
  Other Income.
  Income Tax Expense.
  Discontinued Operations, Net of Income
    Tax.
  Net Income.
 45




---



##### Table of Contents



AMERICAN
    BARGE LINE COMPANY OPERATING RESULTS BY BUSINESS SEGMENT
    Year Ended December 31, 2005 as compared to Year ended
    December 31, 2004
    (Dollars in thousands except where noted)
  % of ConsolidatedPredecessor Company


RevenueYear Ended December 31,


Year Ended December 31,2005


2004


Variance


2005


2004REVENUETransportation

$
588,060


$
501,440


$
86,620



82.3
%


82.9
%Manufacturing (external and
    internal)


138,985



99,315



39,670



19.4
%


16.4
%Other


6,140



5,528



612



0.9
%


0.9
%Intersegment manufacturing
    elimination


(18,244
)


(1,327
)


(16,917
)


(2.6
)%


(0.2
)%Consolidated Revenue

$
714,941


$
604,956


$
109,985



100.0
%


100.0
%OPERATING EXPENSETransportation

$
542,867


$
482,108


$
60,759Manufacturing (external and
    internal)


131,782



97,754



34,028Other


5,944



6,022



(78
)Intersegment manufacturing
    elimination


(16,798
)


(1,327
)


(15,471
)Consolidated Operating Expense

$
663,795


$
584,557


$
79,238



92.8
%


96.6
%OPERATING INCOMETransportation

$
45,193


$
19,332


$
25,861Manufacturing (external and
    internal)


7,203



1,561



5,642Other


196



(494
)


690Intersegment manufacturing
    elimination


(1,446
)






(1,446
)Consolidated Operating Income

$
51,146


$
20,399


$
30,747



7.2
%


3.4
%Interest Expense


31,590



39,023



(7,433
)Debt Retirement Expenses


11,732







11,732Other Income


(6,324
)


(2,932
)


(3,392
)Reorganization Items






56,921



(56,921
)Fresh-Start Adjustments






85,187



(85,187
)Income (Loss) before Income Taxes

$
14,148


$
(157,800
)

$
171,948Income Taxes


4,144







4,144Discontinued Operations, net of tax


1,809



11,045



(9,236
)Gain on Discharge of Debt






151,149



(151,149
)Net Income

$
11,813


$
4,394


$
7,419Barges Operated (average of period
    beginning and end)


3,207



3,391



(184
)Revenue per Barge Operated

$
183,368


$
146,949


$
36,419   Year
    ended December 31, 2005 compared to Year ended
    December 31, 2004   46




---



##### Table of Contents



Revenue.
  ton-mile ton-mile ton-miles
    Operating Expense.
      Interest Expense.
 47




---



##### Table of Contents



Debt Retirement Expenses.
  Other Income.
  Reorganization Items.
  Fresh-Start Adjustments.
  Gain on Discharge of Debt.
  Income Tax Expense.
  Net Income.
  LIQUIDITY
    AND CAPITAL RESOURCES
       48




---



##### Table of Contents



Our
    Indebtedness          Net
    Cash, Capital Expenditures and Cash Flow      construction-in-progress
   49




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitment Summary    Payments Due by YearLess Than


One to


Three to


After FiveContractual Obligations

Total


One Year


Two Years


Five Years


Years(In millions)Long term debt obligations(1)2015 Senior Notes(2)

$
119.5


$



$



$



$
119.5Capital lease obligations(3)


0.2



0.2











Operating lease obligations(4)


136.1



28.5



24.0



42.4



41.2Other reorganization-related
    liabilities(5)


0.4



0.4











Total contractual cash obligations

$
256.2


$
29.1


$
24.0


$
42.4


$
160.7Estimated interest on contractual
    debt obligations(6)

$
92.2


$
11.3


$
11.3


$
34.1


$
35.5     (1)
    
    Represents the principal amounts due on outstanding debt
    obligations, current and long term, as of December 31,
    2006. Amounts do not include interest payments.(2)
    
    These Notes were retired at a premium subsequent to
    December 31, 2006 with proceeds from $137.9 million in
    borrowing under the asset based revolver which matures
    October 13, 2010. At December 31, 2006 the asset based
    revolver had no outstanding balance(3)
    
    Represents the minimum capital lease payments under
    non-cancelable leases, primarily for four harbor tugs. Includes
    interest.(4)
    
    Represents the minimum lease rental payments under
    non-cancelable leases, primarily for vessels and land.(5)
    
    Consists of estimated professional fees for remaining legal
    matters related to our bankruptcy.(6)
    
    Interest expense calculation begins on January 1, 2007 and
    ends on the respective maturity dates.    Principal atDecember 31,

Period

InterestObligation

2006

From

To

Rate2015 Senior Notes

$
119.5



1/1/06



2/15/15



9.5
%    50




---



##### Table of Contents



SEASONALITY
    CHANGES
    IN ACCOUNTING STANDARDS
      Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans, and amendment of FASB Statements No
    87, 88, 106, and 132(R) (
   51




---



##### Table of Contents



At December 31, 2006Prior to


Effect of


As ReportedAdopting


Adopting


at December 31,SFAS 158


SFAS 158


2006Accrued Pension Liability

$
(12,661
)

$
(3,365
)

$
(16,026
)Accrued Post Retirement Liability


(11,208
)


1,151



(10,057
)Deferred Income Taxes


514



824



1,338Accumulated Other Comprehensive
    Loss


(1,374
)


(2,197
)


(3,571
)       Fair Value Measurements
  CRITICAL
    ACCOUNTING POLICIES
     52




---



##### Table of Contents



Revenue
    Recognition    and/or
            Inventory    Expense
    Estimates for Harbor and Towing Service Charges    Insurance
    Claim Loss Deductibles   53




---



##### Table of Contents



Employee
    Benefit Plans        Impairment
    of Long-Lived Assets    Assets
    and Asset Capitalization Policies     54




---



##### Table of Contents



RISK
    FACTORS AND FORWARD-LOOKING STATEMENTS
    Form 10-K
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.    Fuel
    Price Risk    Interest
    Rate and Other Risks  1 2
 55




---



##### 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)
    Internal Control  Integrated Framework
    /s/  Mark
    R. HoldenMark
    R. Holden 
    President and Chief Executive Officer

/s/  Christopher
    A. BlackChristopher
    A. Black
    Senior Vice President and Chief Financial Officer  56




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
    Form 10-K,
            /s/
    ERNST & YOUNG LLP
  Louisville, Kentucky
 February 26, 2007
 57




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
          Share-Based Payment Employers Accounting for Defined Benefit
    Pension and Other Postretirement Plans, an amendment of FASB
    Statements No. 87, 88, 106, and 132(R)
    /s/
    ERNST & YOUNG LLP
  Louisville, Kentucky
 February 26, 2007
 58




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  CONSOLIDATED
    INCOME STATEMENTS
  PredecessorCompanyYears EndedDecember 31, 2006


December 31, 2005


December 31, 2004(In thousands, except shares and per share amounts)REVENUESTransportation Services

$
787,348


$
594,200


$
506,968Manufacturing


155,204



120,741



97,988Revenues


942,552



714,941



604,956COST OF SALESTransportation Services


582,465



503,923



458,505Manufacturing


141,589



112,218



94,343Cost of Sales


724,054



616,141



552,848GROSS PROFIT


218,498



98,800



52,108Selling, General and Administrative
    Expenses


66,280



47,654



31,709OPERATING INCOME


152,218



51,146



20,399OTHER EXPENSE (INCOME)Interest Expense


18,354



31,590



39,023Debt Retirement Expenses


1,437



11,732



Other, Net


(3,993
)


(6,324
)


(2,932
)Other Expenses


15,798



36,998



36,091INCOME (LOSS) FROM CONTINUING
    OPERATIONS BEFORE REORGANIZATION ITEMS, FRESH-START ADJUSTMENTS,
    INCOME TAXES, DISCONTINUED OPERATIONS AND EXTRAORDINARY ITEM


136,420



14,148



(15,692
)REORGANIZATION ITEMS










56,921FRESH-START ADJUSTMENTS










85,187INCOME (LOSS) FROM CONTINUING
    OPERATIONS BEFORE INCOME TAXES, DISCONTINUED OPERATIONS AND
    EXTRAORDINARY ITEM


136,420



14,148



(157,800
)INCOME TAXES


49,822



4,144



INCOME (LOSS) FROM CONTINUING
    OPERATIONS BEFORE EXTRAORDINARY ITEM AND DISCONTINUED OPERATIONS


86,598



10,004



(157,800
)DISCONTINUED OPERATIONS, NET OF
    INCOME TAXES


5,654



1,809



11,045INCOME (LOSS) BEFORE EXTRAORDINARY
    ITEM


92,252



11,813



(146,755
)EXTRAORDINARY ITEM  GAIN
    ON DISCHARGE OF DEBT










151,149NET INCOME

$
92,252


$
11,813


$
4,394BASIC EARNINGS PER COMMON SHARE:Income from continuing operations

$
1.43


$
0.21



NAIncome from discontinued
    operations, net of tax


0.09



0.04



NABASIC EARNINGS PER COMMON SHARE

$
1.52


$
0.25



NAEARNINGS PER COMMON
    SHARE  ASSUMING DILUTION:Income from continuing operations

$
1.38


$
0.20



NAIncome from discontinued
    operations, net of tax


0.09



0.04



NAEARNINGS PER COMMON
    SHARE  ASSUMING DILUTION

$
1.47


$
0.24



NAWEIGHTED AVERAGE
    SHARES OUTSTANDING:Basic


60,742,980



47,594,218



NADiluted


62,800,804



49,247,874



NA    59




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2006


2005(In thousands, except shares and per share amounts)ASSETSCURRENT ASSETSCash and Cash Equivalents

$
5,113


$
13,959Accounts Receivable, Net


102,228



96,526Inventory


61,504



44,976Deferred Tax Asset


2,173



4,644Assets Held for Sale


406



1,042Other Current Assets


25,579



15,745Total Current Assets


197,003



176,892PROPERTIES, NET


455,710



425,741INVESTMENT IN EQUITY INVESTEES


3,527



5,532OTHER ASSETS


14,581



15,119Total Assets

$
670,821


$
623,284LIABILITIESCURRENT LIABILITIESAccounts Payable

$
53,607


$
47,517Accrued Payroll and Fringe Benefits


28,267



22,303Deferred Revenue


16,803



16,631Accrued Claims and Insurance
    Premiums


15,754



13,361Accrued Interest


4,466



5,179Customer Deposits


9,145



1,147Other Liabilities


24,710



24,550Total Current Liabilities


152,752



130,688LONG TERM DEBT


119,500



200,000PENSION LIABILITY


16,026



17,867DEFERRED TAX LIABILITY


14,014



4,644OTHER LONG TERM LIABILITIES


9,876



16,384Total Liabilities


312,168



369,583STOCKHOLDERS
    EQUITYCommon stock; authorized
    250,000,000 shares at $.01 par value; 61,883,556 and
    61,503,432 shares issued and outstanding as of
    December 31, 2006 and 2005, respectively


619



615Treasury Stock 172,320 shares
    at December 31, 2006


(3,207
)


Other Capital


259,409



250,622Unearned Compensation






(3,495
)Retained Earnings


104,065



11,813Accumulated Other Comprehensive
    Loss


(2,233
)


(5,854
)Total Stockholders Equity


358,653



253,701Total Liabilities and
    Stockholders Equity

$
670,821


$
623,284    60




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  CONSOLIDATED
    STATEMENT OF STOCKHOLDERS EQUITY/MEMBERS
    DEFICIT
  AccumulatedOtherMembers Interest/











Retained


ComprehensiveCommon Stock


Treasury


Other


Unearned


Earnings


IncomeShares


Amount


Stock


Capital


Compensation


(Deficit)


(Loss)


Total(In thousands, except shares and per share amounts)Predecessor Company:Balance at December 26, 2003





$
85,025


$



$
1,021


$
(289
)

$
(87,577
)

$
(17,854
)

$
(19,674
)Amortization of Unearned
    Compensation


















195











195Cancellation of Restricted Parent
    Company Common Stock














(20
)


20











Comprehensive Income:Net Income






















4,394







4,394Net Loss on Fuel Swaps Designated
    as Cash Flow Hedging Instruments


























(520
)


(520
)Net Loss on Interest Rate Swaps
    Designated asCash Flow Hedging Instruments


























(150
)


(150
)Foreign Currency Translation


























(912
)


(912
)Minimum Pension Liability Adjustment


























19,436



19,436Total Comprehensive Income






















4,394



17,854



22,248Elimination of Historical Equity in
    Vessel Leasing






(2,769
)






















(2,769
)Debt Restructuring and Fresh Start
    Accounting Adjustments






(82,256
)






(1,001
)


74



83,183







Reorganized Company Equity














100,098















100,098Balance at December 31, 2004














100,098















100,098Issuance of Common Stock


59,861,336



599







(599
)














Initial Public Offering














157,500















157,500Underwriting Fees














(12,566
)














(12,566
)Issuance of Restricted Stock and
    Recognition of Stock Options


1,642,096



16







6,189



(6,205
)










Amortization of Restricted Stock
    and Stock Options


















2,710











2,710Comprehensive Income:Net Income






















11,813







11,813Minimum Pension Liability (Net of
    Tax Benefit)


























(5,854
)


(5,854
)Total Comprehensive Income






















11,813



(5,854
)


5,959Balance at December 31, 2005


61,503,432



615







250,622



(3,495
)


11,813



(5,854
)


253,701Adoption of SFAS 123R














(3,495
)


3,495











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














5,041















5,041Excess Tax Benefit














6,174















6,174Exercise of Stock Options


380,124



4







1,072















1,076Underwriting Fees














(5
)














(5
)Acquisition of Treasury Stock


(172,320
)






(3,207
)


















(3,207
)Adoption of SFAS 158, net of
    income taxes


























(1,373
)


(1,373
)Comprehensive Income:






























Net Income






















92,252







92,252Minimum Pension Liability (Net of
    Tax Benefit)  FASB 132


























4,994



4,994Total Comprehensive Income






















92,252



4,994



97,246Balance at December 31, 2006


61,711,236


$
619


$
(3,207
)

$
259,409


$



$
104,065


$
(2,233
)

$
358,653    61




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
    CONSOLIDATED STATEMENTS OF CASH FLOWS
 PredecessorCompanyFiscal Year Ended


Fiscal Year Ended


Fiscal Year EndedDecember 31,


December 31,


December 31,2006


2005


2004(In thousands)OPERATING ACTIVITIESNet Income

$
92,252


$
11,813


$
4,394Adjustments to Reconcile Net Income
    to Net Cash Provided by Operating Activities:Depreciation and Amortization


48,806



49,121



53,175Interest Accretion and Debt
    Issuance Cost Amortization


1,382



6,781



9,614Deferred Taxes


7,201



(844
)


Loss on Sale of Argentina Assets










35,197Gain on Sale of Venezuela Assets


(5,099
)






(Gain) Loss on Property Dispositions


(194
)


(4,628
)


247Share-Based Compensation


5,045



2,710



195Other Operating Activities


782



(2,566
)


786Reorganization Items










21,724Fresh Start Adjustments










83,030Gain on Discharge of Debt










(155,358
)Changes in Operating Assets and
    Liabilities:Accounts Receivable


(17,786
)


(18,728
)


(1,690
)Inventory


(16,830
)


4,559



(9,105
)Accrued Interest


(713
)


4,025



3,926Other Current Assets


(8,623
)


1,364



(987
)Accounts Payable


9,180







2,241Other Current Liabilities


20,940



23,245



9,593Net Cash Provided by Operating
    Activities before Reorganization Items


136,343



76,852



56,982Reorganization Items Paid


(557
)


(13,514
)


(20,785
)Net Cash Provided by Operating
    Activities


135,786



63,338



36,197INVESTING ACTIVITIESProperty Additions


(90,042
)


(47,279
)


(12,520
)Proceeds from Sale of Venezuela
    Operations


26,532







Proceeds from Sale of Argentina
    Assets










24,100Proceeds from Sale of Interest in
    GMS










14,000Investment in Vessel Leasing






(2,500
)


Proceeds from Property Dispositions


1,163



14,915



4,890Net Change in Restricted Cash






9,182



(1,428
)Other Investing Activities


(1,552
)


(1,811
)


(1,814
)Net Cash (Used in) Provided by
    Investing Activities


(63,899
)


(27,493
)


27,228FINANCING ACTIVITIESShort-Term Borrowings










1,693DIP Credit Facility Repayments










(50,000
)Long-Term Debt Repayments






(407,551
)


(7,161
)Revolving Credit Facility Initial
    Borrowings






170,710



Revolving Credit Facility Repayments


(70,000
)


(100,710
)


2015 Senior Note Initial
    Borrowings






200,000



2015 Senior Note Repayments


(10,500
)


(70,000
)


Outstanding Checks


(3,090
)


9,220



5,702Debt Costs


(13
)


(13,855
)


(953
)Net Proceeds from IPO






144,934



Tax Benefit of Share Based
    Compensation


6,174







Exercise of Stock Options


1,072







Acquisition of Treasury Stock


(3,207
)






Other Financing Activities


(1,169
)


(1,279
)


(1,336
)Net Cash Used in Financing
    Activities


(80,733
)


(68,531
)


(52,055
)Net (Decrease) Increase in Cash and
    Cash Equivalents


(8,846
)


(32,686
)


11,370Cash and Cash Equivalents at
    Beginning of Period


13,959



46,645



35,275Cash and Cash Equivalents at End of
    Period

$
5,113


$
13,959


$
46,645Supplemental Cash Flow Information:Interest Paid

$
18,704


$
31,920


$
25,011Income Taxes Paid


29,947



13,258



1,088    62




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Dollars
    in thousands)
  NOTE 1.
    ACCOUNTING
    POLICIES  REPORTING
    ENTITY
              PRINCIPLES
    OF CONSOLIDATION
   63




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   FISCAL
    YEAR
    USE OF
    ESTIMATES
    CASH
    AND CASH EQUIVALENTS
    RESTRICTED
    CASH
    ACCOUNTS
    RECEIVABLE
    December 31,


December 31,2006


2005Accounts Receivable

$
102,565


$
98,267Allowance for Doubtful Accounts


(337
)


(1,741
)$
102,228


$
96,526    64




---



##### Table of Contents



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


December 31,2006


2005Raw Materials

$
19,818


$
9,754Work in Process


22,001



13,913Parts and Supplies(1)


19,685



21,309$
61,504


$
44,976     (1)
    
    Net of reserves for obsolete and slow moving inventories of $292
    and $420 at December 31, 2006 and 2005, respectively.  OTHER
    CURRENT ASSETS
    PROPERTIES,
    DEPRECIATION AND AMORTIZATION
      December 31,


December 31,2006


2005Land

$
10,403


$
10,117Buildings and Improvements


22,326



13,187Equipment


513,386



456,064546,115



479,368Less Accumulated Depreciation


90,405



53,627$
455,710


$
425,741     IMPAIRMENT
    OF LONG-LIVED ASSETS
   65




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    ASSETS
    AND ASSET CAPITALIZATION POLICIES
        VESSEL
    LEASING LLC
    INVESTMENTS
    IN EQUITY INVESTEES
           66




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   DEBT
    COST AMORTIZATION
    DEBT
    DISCOUNT
    REVENUE
    RECOGNITION
    and/or
            EXPENSE
    ESTIMATES FOR HARBOR AND TOWING SERVICE CHARGES
   67




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    INSURANCE
    CLAIM LOSS DEDUCTIBLES AND SELF INSURANCE
        RECLASSIFICATIONS
    RECENTLY
    ISSUED ACCOUNTING STANDARDS
     68




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans, and amendment of FASB Statements No
    87, 88, 106,, and 132(R) (
      At December 31, 2006Prior to


Effect of


As ReportedAdopting


Adopting


at December 31,SFAS 158


SFAS 158


2006Accrued Pension Liability

$
(12,661
)

$
(3,365
)

$
(16,026
)Accrued Post Retirement Liability


(11,208
)


1,151



(10,057
)Deferred Income Taxes


514



824



1,338Accumulated Other Comprehensive
    Loss


(1,374
)


(2,197
)


(3,571
)      69




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements
  NOTE 2.
    EARNINGS
    PER SHARE  two-for-one
      2006


2005Net Income

$
92,252


$
11,813Weighted average common shares
    outstanding (used to calculate basic EPS)


60,743



47,594Dilutive effect of share-based
    compensation


2,058



1,654Shares used to calculate fully
    diluted EPS


62,801



49,248Basic earnings per share

$
1.52


$
0.25Diluted earnings per share

$
1.47


$
0.24   NOTE 3.
    DEBT  December 31,


December 31,2006


2005Asset based revolver

$



$
70,0002015 Senior Notes


119,500



130,000119,500



200,000Less current portion of long term
    debt






Long-term debt

$
119,500


$
200,000    70




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          2007

$
2008


2009


2010


2011


Thereafter


119,500$
119,500   NOTE 4.
    INCOME
    TAXES     71




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     PredecessorCompany2006


2005


2004Income (loss) from continuing
    operations before income taxes, discontinued operations and
    extraordinary item

$
136,420


$
14,148


$
(157,800
)     PredecessorCompany2006


2005


2004Income tax expense currently
    payableFederal

$
34,610


$
4,878


$
State


3,264



551



37,874



5,429



Deferred income tax expense
    (benefit)Federal


10,736



(908
)


State


1,212



(377
)


11,948



(1,285
)


Total income taxes

$
49,822


$
4,144


$
Income tax provision (benefit)
    attributable to other comprehensive loss:

$
2,170


$
(3,508
)

$
     2006


2005Tax at federal statutory rate

$
47,747


$
4,952State income taxes, net


2,912



321Other:Permanent compensation items






(641
)Prior year taxes


(571
)


(766
)Other miscellaneous items


(266
)


278Total income tax expense

$
49,822


$
4,144  72




---



##### Table of Contents



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


December 31,2006


2005DEFERRED TAX ASSETS:Reserve for bad debts

$
126


$
652Inventory adjustments


222



318Employee benefits and compensation


1,638



3,134EPA and legal reserves


41



336Other accruals


25



79Warranty accruals


121



125CURRENT DEFERRED TAX ASSET

$
2,173


$
4,644Foreign property

$
863


$
Accrued claims


1,598



2,271Accrued pensionACL plan
    long-term


6,005



5,257Deferred non-qualified
    401(k) plan






60Accrued post-retirement medical


3,490



3,654Accrued post-retirement benefits
    and other






321Stock compensation


1,759



665Temporary differences due to
    income recognition timing


22



73Valuation allowance






(37
)TOTAL DEFERRED TAX ASSETS

$
15,910


$
16,908DEFERRED TAX LIABILITIES:Domestic property


(25,868
)


(14,593
)Equity investments in domestic
    partnerships and limited liability companies


448



(917
)Long term leases


(952
)


(674
)Prepaid insurance


(808
)


(633
)Software


(571
)


(91
)TOTAL DEFERRED TAX LIABILITIES

$
(27,751
)

$
(16,908
)NET DEFERRED TAX LIABILITY

$
(11,841
)

$
   NOTE 5.
    EMPLOYEE
    BENEFIT PLANS   73




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Pension PlanDecember 31, 2006


December 31, 2005Accumulated Benefit Obligation,
    End of Year

$
155,989


$
156,541CHANGE IN PROJECTED BENEFIT
    OBLIGATION:Projected benefit obligation,
    beginning of period

$
158,941


$
132,996Service cost


5,021



4,681Interest cost


8,574



8,094Actuarial (gain) loss


(7,698
)


19,256Benefits paid


(5,484
)


(6,086
)Projected benefit obligation, end
    of period

$
159,354


$
158,941CHANGE IN PLAN ASSETS:Fair value of plan assets,
    beginning of period


136,231



122,743Actual return on plan assets


11,547



16,157Company contributions


1,034



3,417Benefits paid


(5,484
)


(6,086
)Fair value of plan assets, end of
    period

$
143,328


$
136,231Funded status

$
(16,026
)

$
(22,710
)AMOUNTS RECOGNIZED IN THE
    CONSOLIDATED BALANCE SHEETS:Accumulated other comprehensive
    loss

$
4,722


$
9,362Current liabilities






(454
)Noncurrent liabilities


(16,026
)


(17,867
)Net amounts recognized

$
(11,304
)

$
(8,959
)Measurement date


September 30, 2006



September 30, 2005  74




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2005Funded status

$
(22,710
)Unrecognized net actuarial loss


13,171Net claims during the
    4th quarter


580Accrued benefit cost

$
(8,959
)  75




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Post-Retirement PlanDecember 31, 2006


December 31, 2005CHANGE IN BENEFIT OBLIGATION:Benefit obligation, beginning of
    period

$
12,181


$
10,771Service cost


318



350Interest cost


645



646Plan participants
    contributions


483



332Actuarial (gain) loss


(2,372
)


1,221Benefits paid


(980
)


(1,139
)Benefit obligation, end of period

$
10,275


$
12,181CHANGE IN PLAN ASSETS:Fair value of plan assets,
    beginning of period

$



$
Employer contributions


497



808Plan participants
    contributions


483



331Benefits paid


(980
)


(1,139
)Fair value of plan assets, end of
    period

$



$
FUNDED STATUS:Funded status

$
(10,275
)

$
(12,181
)Net claims during 4th quarter


218



247Funded status

$
(10,057
)

$
(11,934
)Amounts Recognized in the
    ConsolidatedBalance Sheets:Accumulated Other Comprehensive
    Gain

$
(1,151
)

$
Current liabilities


(743
)


(961
)Noncurrent liabilities


(9,314
)


(9,752
)Net amounts recognized

$
(11,208
)

$
(10,713
)Measurement date


September 30, 2006



September 30, 2005     December 31, 2005Funded status

$
(12,181
)Unrecognized actuarial loss


1,221Net claims during the
    4th quarter


247Accrued benefit cost

$
(10,713
)  76




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Components
    of net periodic benefit cost
  PredecessorCompany2006


2005


2004Pension:Service cost

$
5,021


$
4,681


$
4,955Interest cost


8,574



8,094



7,913Expected return on plan assets


(10,956
)


(10,072
)


(10,180
)Amortization of prior service costs










216Amortization of net actuarial loss


159







863Net periodic benefit cost

$
2,798


$
2,703


$
3,767Post-retirement:Service cost

$
318


$
350


$
497Interest cost


645



647



779Amortization of prior service costs










(1,095
)Amortization of net actuarial loss










405Purchase accounting adjustment










(991
)Net periodic benefit cost

$
963


$
997


$
(405
)     2006


2005Pension:Discount rate  benefit
    cost


5.50
%


6.25
%Discount rate  benefit
    obligation


5.75
%


5.50
%Expected return on plan assets


8.50
%


8.50
%Rate of compensation increase


4.00
%


4.00
%     2006


2005Post-retirement:Discount rate  benefit
    cost


5.50
%


6.25
%Discount rate  benefit
    obligation


5.75
%


5.50
%    77




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension
    Plan Assets
    December 31, 2006


December 31, 2005Asset CategoryEquity securities


65.5
%


65.1
%Debt securities


34.4



33.7Cash


0.1



1.2Total


100.0
%


100.0
%   Investment
    Policies and Strategies
  non-U.S. stocks
  Contributions
    and Payments
    Post-RetirementPension Plan


Medical Plan2007

$
4,895


$
8172008


5,522



8592009


6,144



9192010


6,843



9742011


7,552



1,036Next 5 years


51,629



4,984   NOTE 6.
    LEASE
    OBLIGATIONS   78




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     20122007


2008


2009


2010


2011


and afterOperating Lease Obligations

$
28,509


$
24,010


$
16,258


$
13,426


$
12,712


$
41,239Future Capital Lease Obligations


192



















       NOTE 7.
    RELATED
    PARTY TRANSACTIONS               79




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     NOTE 8.
    FINANCIAL
    INSTRUMENTS AND RISK MANAGEMENT    2006


2005Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueLiabilities:Asset based revolver

$



$



$
70,000


$
70,0002015 Senior Notes


119,500



132,944



130,000



140,400       Fuel
    Price Risk Management
  marked-to-market
  NOTE 9.
    CONTINGENCIES      NOTE 10.
    BUSINESS
    SEGMENTS   80




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##### 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,
    2006Total revenue

$
782,319


$
211,367


$
6,159


$
(57,293
)

$
942,552Intersegment revenues


1,061



56,163



69



(57,293
)


Revenue from external customers


781,258



155,204



6,090







942,552Operating expenseMaterials, supplies and other


247,442







2,058







249,500Rent


22,345







100







22,445Labor and fringe benefits


88,654







1,640







90,294Fuel


157,070















157,070Depreciation and amortization


44,399







1,090







45,489Taxes, other than income taxes


17,498







169







17,667Cost of goods sold






141,589











141,589Total cost of sales


577,408



141,589



5,057







724,054Selling, general &
    administrative


59,766



5,647



867







66,280Total operating expenses


637,174



147,236



5,924







790,334Operating income

$
144,084


$
7,968


$
166


$



$
152,218Segment assets

$
575,560


$
81,838


$
13,423


$



$
670,821Property additions

$
71,520


$
17,290


$
1,232


$



$
90,042 81




---



##### 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,
    2005Total revenue

$
588,733


$
138,985


$
6,188


$
(18,965
)


714,941Intersegment revenues


673



18,244



48



(18,965
)


Revenues from external customers


588,060



120,741



6,140







714,941Operating expenseMaterials, supplies and other


210,418







2,114







212,532Rent


19,802







108







19,910Labor and fringe benefits


80,817







1,723







82,540Fuel


126,893















126,893Depreciation and amortization


44,239







1,016







45,255Taxes, other than income taxes


16,601







192







16,793Cost of goods sold






112,218











112,218Total cost of sales


498,770



112,218



5,153







616,141Selling, general &
    administrative


44,097



2,767



790







47,654Total operating expenses


542,867



114,985



5,943







663,795Operating income

$
45,193


$
5,757


$
196


$



$
51,146Segment assets

$
566,510


$
41,881


$
14,893


$



$
623,284Property additions

$
43,605


$
2,804


$
870


$



$
47,279Predecessor
    CompanyYear ended December 31,
    2004Total revenue

$
502,010


$
99,315


$
5,536


$
(1,905
)

$
604,956Intersegment revenues


570



1,327



8



(1,905
)


Revenues from external customers


501,440



97,988



5,528







604,956Operating expenseMaterials, supplies and other


198,984







1,859







200,843Rent


21,529







92







21,621Labor and fringe benefits


77,866







1,638







79,504Fuel


89,341















89,341Depreciation and amortization


46,735







1,365







48,100Taxes, other than income taxes


18,891







205







19,096Cost of goods sold






94,343











94,343Total cost of sales


453,346



94,343



5,159







552,848Selling, general &
    administrative


28,762



2,084



863







31,709Total operating expenses


482,108



96,427



6,022







584,557Operating income (loss)

$
19,332


$
1,561


$
(494
)

$



$
20,399Segment assets

$
593,094


$
63,764


$
10,819


$



$
667,677Property additions

$
10,936


$
1,057


$
527


$



$
12,520     (1)
    
    Financial data for segments below the reporting thresholds is
    attributable to a segment that operates terminals along the
    U.S. inland waterways. 82




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Geographic
    Information
  PredecessorCompanyProperties  NetDecember 31,


December 31,


December 31,2006


2005


2004United States

$
455,710


$
413,824


$
422,752South America






11,917



13,930Total

$
455,710


$
425,741


$
436,682     Major
    Customer
    NOTE 11.
    QUARTERLY
    DATA (UNAUDITED)  20061st


2nd


3rd


4th


TotalRevenue

$
197,475


$
212,623


$
266,556


$
265,898


$
942,552Gross Profit


40,453



45,853



60,486



71,706



218,498Operating Income


24,374



30,590



44,972



52,282



152,218Net Income


11,148



17,704



28,406



34,994



92,252Basic earnings per share

$
0.18


$
0.29


$
0.47


$
0.57


$
1.52Diluted earnings per share

$
0.18


$
0.28


$
0.45


$
0.56


$
1.47   20051st


2nd


3rd


4th


TotalRevenue

$
144,822


$
177,246


$
167,297


$
225,576


$
714,941Gross Profit


14,964



23,437



22,542



37,857



98,800Operating Income


3,557



11,007



11,149



25,433



51,146Net (Loss) Income


(6,328
)


6,033



3,506



8,602



11,813Basic earnings per share

$
(0.16
)

$
0.14


$
0.08


$
0.15


$
0.25Diluted earnings per share

$
(0.16
)

$
0.13


$
0.08


$
0.14


$
0.24      83




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 12.
    ACCUMULATED
    OTHER COMPREHENSIVE INCOME (LOSS)    2006


2005Minimum pension liability, net of
    tax benefit of $1,769 and $3,508, respectively

$
(2,953
)

$
(5,854
)Minimum post retirement liability,
    net of tax provision of $431


720



$
(2,233
)

$
(5,854
)   NOTE 13.
    STOCKHOLDERS
    EQUITY  two-for-one
  NOTE 14.
    SHARE-BASED
    COMPENSATION        Restricted Shares
  Stock Options
 84




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restricted Stock Units
  Performance Share Units
    2006WeightedAverage ExerciseNumber of


Price perStock Options:

options


ShareOutstanding -beginning of year


2,210,384


$
2.10Granted


363,936



16.59Exercised


380,124
(1)


2.83Cancelled


10,036



16.82Outstanding-end of year


2,184,160
(2)


4.32Exercisable at end of year


777,646
(3)

$
3.03   Other data (in thousands except weighted average fair
    value):

2006


2005Weighted average grant date fair
    value of options granted during year

$
5.30


$
1.13Compensation expense


1,503



1,058Income tax benefit


406



397Unrecognized compensation cost at
    December 31, 2006

$
1,813Weighted average remaining life
    for unrecognized compensation


1.31 years     (1)
    
    Options exercised included 380,124 shares in 2006 and none
    in 2005. The total intrinsic value of the options exercised in
    2006 was $10.0 million. Cash received upon exercise of the
    stock options was $1.1 million and the related tax benefit
    realized was $3.6 million.(2)
    
    Aggregate intrinsic value of $62.1 million based on the
    December 31, 2006 market price of $32.76 per share. At
    December 31, 2006 substantially all options outstanding are
    expected to vest.(3)
    
    Aggregate intrinsic value of $23.1 million based on the
    December 31, 2006 market price of $32.76 per share.  85




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2006WeightedAverage FairNumber of


Value at GrantRestricted Stock:

Shares


DateUnvested -beginning of year


1,193,488


$
2.31Granted






Vested


472,592



2.27Cancelled






Unvested-end of year


720,896


$
2.33 2006


2005Other data (in
    thousands):Compensation expense

$
996


$
1,651Income tax benefit


374



619Income tax benefit realized


3,257



350Unrecognized compensation cost at
    December 31, 2006

$
1,038Weighted average remaining life
    for unrecognized compensation


1.1 years   2006WeightedAverage FairNumber of


Value at GrantRestricted Stock Units:

Shares


DateOutstanding -beginning of year





$
Granted


426,590



17.04Vested


4,032



16.82Cancelled


22,916



17.05Unvested-end of year


399,642


$
17.07Other data (in
    thousands):Compensation expense





$
2,110Income tax benefit






791Income tax benefit realized






43Unrecognized compensation cost at
    December 31, 2006





$
4,390Weighted average remaining life
    for unrecognized compensation






1.9 years   86




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2006WeightedAverage FairNumber of


Value at GrantPerformance Share Units:

Shares


DateOutstanding -beginning of year





$
Granted


82,148



16.82Vested


4,956



16.82Cancelled


2,676



16.82Unvested-end of year


74,516


$
16.82Other data (in
    thousands):Compensation expense





$
432Income tax benefit






162Income tax benefit realized






54Unrecognized compensation cost at
    December 31, 2006





$
906Weighted average remaining life of
    unrecognized compensation






2.1 years   NOTE 15.
    DISCONTINUED
    OPERATIONS      2006


2005


2004Revenue

$
21,994


$
26,429


$
27,342Cost of Sales


13,974



16,394



16,659Selling, General and Administrative


4,078



5,079



5,723Other Income


(3,549
)


(439
)


(1,506
)Income from Discontinued
    Operations Before Reorganization Items, Fresh Start Adjustments,
    Income Tax and Extraordinary Item


7,491



5,395



6,466Fresh Start Adjustments










2,157Income from Discontinued
    Operations Before Income Tax and Extraordinary Item


7,491



5,395



8,623Income Tax


1,837



3,586



1,787Income from Discontinued
    Operations Before Extraordinary Item


5,654



1,809



6,836Extraordinary Item 
    Gain on Discharge of Debt










4,209Income from Discontinued Operations

$
5,654


$
1,809


$
11,045    87




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Selected
    Balance Sheet Data  Discontinued Operations
  December 31, 2005Venezuelan Operations:Cash

$
5,543Other Current Assets


13,855Properties-Net


11,475Other assets


1,186Total assets


32,059Total liabilities


11,859Total net assets

$
20,200Dominican Republic Operations:Properties-Net


814Total

$
814   NOTE 16.
    REORGANIZATION
    UNDER CHAPTER 11 OF THE BANKRUPTCY CODE      debtor-in-possession
    pay-in-kind
 88




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            SOP 90-7,
  Year EndedDecember 31,REORGANIZATION ITEMS:

2004Professional Fees

$
18,344As part of the Plan of
    Reorganization, the Company rejected certain barge leases and
    other executory contracts. These rejections and the consequent
    reduction in the size of the domestic barging fleet resulted in
    the elimination of a number of salary and vessel employee
    positions. In addition, a number of management changes were
    initiated to better position the Company to emerge from
    Chapter 11


553As a result of the rejection of
    certain barge charter agreements due to the Chapter 11
    filing and the rights of the charter owners to rely upon letters
    of credit to guarantee future payments of charter hire, draws
    totaling $2,354 in 2004 and $5,146 in 2003 were made on the
    letters. An additional $309 was accrued for settlements relating
    to the rejected barge charter agreements


2,663Interest Income


(157
)Loss on Sale of Argentina Assets


35,197Other Reorganization Items


321TOTAL REORGANIZATION ITEMS

$
56,921    89




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          SOP 90-7,
    NOTE 17.
    FRESH-START
    ACCOUNTING   90




---



##### Table of Contents



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








ReorganizedCompany








CompanyDecember 31,


Debt


Fresh-start


December 31,2004


Restructuring


Adjustments


2004ASSETSCURRENT ASSETSCash and Cash Equivalents

$
46,645


$



$



$
46,645Cash, Restricted


9,182











9,182Accounts Receivable, Net


78,323







(326
)(b)


77,997Materials and Supplies


46,357











46,357Deferred Tax Asset 
    Current










3,916
(f)


3,916Other Current Assets


19,360



5,014(a
)


(2,785
)(c)


21,589Total Current Assets


199,867



5,014



805



205,686PROPERTIES-NET


473,774







(37,092
)(d)


436,682PENSION ASSETS


22,434







(6,796
)(e)


15,638INVESTMENT IN EQUITY INVESTEES


4,558







(162
)(d)


4,396DEFERRED TAX ASSET










17,791
(f)


17,791OTHER ASSETS


15,370







(10,095
)(d)(g)


5,275Total Assets

$
716,003


$
5,014


$
(35,549
)

$
685,468 91




---



##### Table of Contents



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








ReorganizedCompany








CompanyDecember 31,


Debt


Fresh-start


December 31,2004


Restructuring


Adjustments


2004LIABILITIES &
    MEMBERS (DEFICIT)/ STOCKHOLDERS EQUITYLIABILITIES NOT SUBJECT TO
    COMPROMISECURRENT LIABILITIESAccounts Payable

$
25,486


$



$
(25
)(h)

$
25,461Accrued Payroll and Fringe Benefits


12,975







3,770
(e)


16,745Deferred Revenue


13,760











13,760Accrued Claims and Insurance
    Premiums


7,409



5,718(a
)






13,127Accrued Interest


1,273











1,273Current Portion of Long term Debt


32,251







(29,364
)(i)


2,887Accrued Reorganization Claims
    Settlements






8,383







8,383Accrued Reorganization Fees


3,873







3,347
(h)


7,220Other Liabilities


24,647



379(a
)


(86
)(e)


24,940Total Current Liabilities


121,674



14,480



(22,358
)


113,796LONG TERM DEBT






374,182(a
)


29,364
(i)


403,546PENSION LIABILITY


23,767







(1,647
)(e)


22,120DEFERRED TAX LIABILITY










26,787
(f)


26,787OTHER LONG TERM LIABILITIES


17,811



759(a
)


551(e
)(k)


19,121LIABILITIES SUBJECT TO COMPROMISEAccounts Payable


34,513



(34,513
)(a)






Accrued Claims and Insurance
    Premiums


3,690



(3,690
)(a)






Accrued Interest


18,600



(18,600
)(a)






Short term Debt


47,839



(47,839
)(a)






Current Portion of Long term Debt


531,619



(531,619
)(a)






Other Liabilities


3,602



(3,602
)(a)






Total Liabilities Subject to
    Compromise


639,863



(639,863
)






Total Liabilities


803,115



(250,442
)


32,697



585,370MEMBERS (DEFICIT)/
    STOCKHOLDERS EQUITYReorganized Company Common Stock






 (a
)






Predecessor Company Members
    Equity


85,025



(82,256
)(a)


(2,769
)(k)


Unearned Compensation


(74
)


74(a
)






Other Capital


1,001



99,097(a
)






100,098Accumulated Other Comprehensive
    Loss


(17,553
)






17,553



Retained Deficit


(155,511
)


238,541(a
)


(83,030
)


Total Members (Deficit)/
    Stockholders Equity


(87,112
)


255,456



(68,246
)


100,098Total Liabilities and
    Members (Deficit)/ Stockholders Equity

$
716,003


$
5,014


$
(35,549
)

$
685,468   92




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Liabilities subject to compromise

$
639,863Form of settlement:Issuance of new common stock of ACL


(100,098
)Pre-petition senior lenders
    principal and deferred interest


(364,718
)Cancellation of DHCs equity
    interest in ACL LLC:


(5,445
)Members equity


(464
)Liability for estimated
    convenience class claims


(782
)Liability for estimated maritime
    lien note holder cash payments


(1,692
)Maritime and tort lien notes
    reclassified to long term debt


(9,464
)Assumption of capital lease


(984
)Liability for pre-petition
    insurance claims


(704
)Deferred non-qualified 401(k) plan


(154
)Gain on discharge of debt


155,358Cancellation of DHCs equity
    interest in ACL LLC:Members equity


82,256Other capital


1,001Restricted DHC common stock


(74
)Net increase to Retained Earnings
    (Accumulated Deficit)

$
238,541     (a)
    
    Reflects the net increase to retained earnings (accumulated
    deficit), including the adjustment to liabilities subject to
    compromise for the settlement of pre-petition claims for
    (i) cash, (ii) issuance of Common Stock and
    (iii) the cancellation of the DHC equity interest in the
    reorganized debtors.(b)
    
    Reflects uncollectible pre-petition accounts receivables.(c)
    
    Reflects the adjustment to arrive at the fair value of prepaid
    charter and the fair value of assets held for resale.(d)
    
    Reflects the allocation to the long-lived assets of ACL LLC of
    the combined amount of the equity and the estimated present
    value of the liabilities of the Reorganized Company. The equity
    is calculated by subtracting long term debt from the
    reorganization value of the Company. The combined amount is
    allocated based upon the estimated fair value of the long lived
    assets, which is based upon independent appraisals as of
    December 31, 2004. The allocation is in conformity with the
    procedures specified by SFAS No. 141, Business
    Combinations. The sum of the fair value estimates of the
    long-lived assets exceeded the combined amount to be allocated.
    This excess is allocated as a pro-rata reduction of the amounts
    that otherwise would have been assigned to the long-lived
    assets. The adjustment reduced properties, investment in equity
    investments and software.(e)
    
    Reflects adjustments to the assets and liabilities of the
    Companys pension and retiree medical plans based upon the
    fair value of assets and the estimated present value of all
    future obligations under these plans at December 31, 2004.(f)
    
    Reflects the estimated fair value of deferred income tax assets
    and liabilities.(g)
    
    Reflects the adjustment to arrive at the fair value of prepaid
    charter, charter fees and a long term customer contract.(h)
    
    To eliminate pre-petition vessel charter accruals.(i)
    
    Reflects the accrual of reorganization expenses to be incurred.(j)
    
    Reclassification from current to long term of amounts due by
    Vessel Leasing to holders of bonds guaranteed by MARAD. 93




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (k)
    
    Reclassification of DHCs ownership interest in Vessel
    Leasing from equity to a minority interest liability based on
    the purchase price paid by the Company for DHCs interest
    on January 12, 2005.  NOTE 18.
    SUBSEQUENT
    EVENTS    two-for-one
         94




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##### Table of Contents



SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
  Balance at





Additions to/


BalanceBeginning


Charges to


(Deductions) from


at Endof Period


Expense


Revenue(a)


of Period(Dollars in thousands)December 31,
    2006:Allowance for uncollectible
    accounts

$
1,741


$
(96
)

$
(1,308
)

$
337December 31,
    2005:Allowance for uncollectible
    accounts

$
1,578


$
240


$
(77
)

$
1,741December 31,
    2004:Allowance for uncollectible
    accounts

$
1,634


$
379


$
(435
)

$
1,578     (a)
    
    Write-off of uncollectible accounts receivable. 95




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Rule 13(a)-15(e)
  See
    Managements Report on Internal Control over Financial
    Reporting and Report of Independent Registered Public Accounting
    Firm regarding the accounting firms attestation report on
    managements assessment in Item 8, which is
    incorporated herein by reference
  ITEM 9B.
    OTHER
    INFORMATION.   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.        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.   96




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES.   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Documents filed as part of this report
        Exhibits
    Financial Statement Schedules and other Financial
    Statements
 97




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##### Table of Contents



SIGNATURES    AMERICAN COMMERCIAL LINES INC.
  By:
    /s/  Mark
    R. Holden         Name

Title

Date/s/  Mark
    R. HoldenMark
    R. Holden

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

March 1, 2007/s/  Christopher
    A. BlackChristopher
    A. Black

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

March 1, 2007/s/  Tamra
    L. KoshewaTamra
    L. Koshewa

Vice President, Finance
    Corporate Controller
    (Principal Accounting Officer)

March 1, 2007/s/  Clayton
    K. YeutterClayton
    K. Yeutter

Chairman of the Board

March 1, 2007/s/  Eugene
    I. DavisEugene
    I. Davis

Director

March 1, 2007/s/  Richard
    L. HuberRichard
    L. Huber

Director

March 1, 2007/s/  Nils
    E. LarsenNils
    E. Larsen

Director

March 1, 2007/s/  Emanuel
    L. RouvelasEmanuel
    L. Rouvelas

Director

March 1, 2007/s/  R.
    Christopher
    WeberR.
    Christopher Weber

Director

March 1, 2007  98




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##### Table of Contents



EXHIBIT INDEX
  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.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)3
.1

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

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

Second Amended and Restated Bylaws
    of American Commercial Lines Inc. dated July 27, 2006
    (Incorporated herein by reference to Exhibit 3.1 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
    Form S-1
    of American Commercial Lines, Inc. filed on August 29, 2005)4
.2

Indenture, dated as of
    February 11, 2005, among American Commercial Lines LLC, ACL
    Finance Corp., each of the guarantors party thereto and
    Wilmington Trust Company, as trustee (Incorporated by reference
    to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)4
.3

Registration Rights Agreement,
    dated as of February 11, 2005, by and among American
    Commercial Lines LLC and ACL Finance Corp., as Issuers, the
    guarantors named therein and UBS Securities LLC, Banc of America
    Securities LLC and Merrill Lynch, Pierce, Fenner &
    Smith Incorporated, as initial purchasers (Incorporated by
    reference to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)4
.4

Form of Exchange Note (included in
    Exhibit 4.2) (Incorporated by reference to the Registration
    Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)4
.5

First Supplemental Indenture,
    dated as of September 6, 2006 to the Indenture dated
    February 11, 2005 among American Commercial Lines LLC, ACL
    Finance Corp., the guarantors named therein and the Wilmington
    Trust Company, as Trustee (Incorporated herein by reference to
    Exhibit 4.1 to the Companys Current Report on
    Form 8-K
    filed on September 11, 2006)4
.6

Second Supplemental Indenture,
    dated as of January 30, 2007 to the Indenture dated
    February 11, 2005 among American Commercial Lines LLC, ACL
    Finance Corp., the guarantors named therein and the Wilmington
    Trust Company, as Trustee (Incorporated herein by reference to
    Exhibit 4.1 to the Companys Current Report on
    Form 8-K
    filed on February 2, 2007)10
.1

Amended and Restated Loan
    Agreement, dated as of February 11, 2005, by and among
    American Commercial Barge Line LLC, American Commercial Lines
    LLC, American Commercial Terminals LLC, Houston Fleet LLC,
    Jeffboat LLC, Louisiana Dock Company LLC, the lenders referred
    to therein and Bank of America, N.A., as administrative agent
    (Incorporated by reference to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.2±

Employment Agreement, dated as of
    January 18, 2005, between American Commercial Lines Inc.
    and Mark R. Holden (Incorporated by reference to the
    Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.3±

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.,
    Registration
    No. 333-124454,
    filed on April 29, 2005) 99




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##### Table of Contents



ExhibitNo.

Description10
.4±

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.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.5±

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.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.6±

Employment Agreement, dated as of
    February 22, 2005, between American Commercial Lines Inc.
    and Christopher A. Black (Incorporated by reference to the
    Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.7±

Employment Agreement, dated as of
    March 1, 2005, between American Commercial Lines Inc. and
    Nick Fletcher (Incorporated by reference to the Registration
    Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.8±

Employment Agreement, dated as of
    March 22, 2005, between American Commercial Lines Inc. and
    Karl D. Kintzele (Incorporated by reference to the Registration
    Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.9±

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.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.10±

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.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.11±

Form of American Commercial Lines
    Inc. Incentive Stock Option 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.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.12

Security Side Letter Agreement,
    dated as of December 10, 2004, among American Commercial
    Lines LLC, American Commercial Terminals LLC, American
    Commercial Barge Line LLC, Louisiana Generating, LLC and NRG New
    Roads Holdings LLC (Incorporated by reference to the
    Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.13

Deed of Trust, dated as of
    December 10, 2004, among American Commercial Terminals LLC,
    NRG New Roads Holdings LLC and Louisiana Generating, LLC
    (Incorporated by reference to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.14

Lease, dated as of
    December 10, 2004, between American Commercial Terminals
    LLC and NRG New Roads Holdings LLC (Incorporated by reference to
    the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.15

Terminal Option Agreement, dated
    as of December 10, 2004, between American Commercial
    Terminals LLC and NRG New Roads Holdings LLC (Incorporated by
    reference to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.16

Barge and Tug Option Agreement,
    dated as of December 10, 2004, between American Commercial
    Lines LLC and NRG New Roads Holdings LLC (Incorporated by
    reference to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454,
    filed on April 29, 2005) 100




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##### Table of Contents



ExhibitNo.

Description10
.17

Conditional Assignment and
    Assumption of Lease, dated as of December 10, 2004, between
    American Commercial Terminals LLC and NRG New Roads Holdings LLC
    (relating to that certain Lease, dated as of August 17,
    1976, between Burlington Northern Inc. and ACBL Western, Inc.)
    (Incorporated by reference to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.18

Conditional Assignment and
    Assumption of Lease, dated as of December 10, 2004, between
    American Commercial Terminals LLC and NRG New Roads Holdings LLC
    (relating to that certain Lease, dated as of June 12, 1985,
    between the City of St. Louis and American Commercial
    Terminals LLC) (Incorporated by reference to the Registration
    Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454,
    filed on April 29, 2005)10
.19±

Employment Agreement, dated as of
    May 9, 2005, between American Commercial Lines Inc. and
    Jerry Linzey (Incorporated by reference to Amendment No. 1
    to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454
    filed on May 27, 2005)10
.20±

Restricted Stock Award Agreement,
    dated as of January 18, 2005, between American Commercial
    Lines Inc. and W. Norb Whitlock (Incorporated by reference to
    Amendment No. 1 to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454
    filed on May 27, 2005)10
.21±

Incentive Stock Option Agreement,
    dated as of January 18, 2005, between American Commercial
    Lines Inc. and W. Norb Whitlock (Incorporated by reference to
    Amendment No. 1 to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454
    filed on May 27, 2005)10
.22±

Nonqualified Stock Option
    Agreement, dated as of January 18, 2005, between American
    Commercial Lines Inc. and W. Norb Whitlock (Incorporated by
    reference to Amendment No. 1 to the Registration Statement
    on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454
    filed on May 27, 2005)10
.23±

American Commercial Lines Inc.
    2005 Stock Incentive Plan (Incorporated by reference to
    Amendment No. 1 to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454
    filed on May 27, 2005)10
.24±

Form of American Commercial Lines
    Inc. Restricted Stock Award Agreement (under the American
    Commercial Lines Inc. 2005 Stock Incentive Plan) (Incorporated
    by reference to Amendment No. 1 to the Registration
    Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454
    filed on May 27, 2005)10
.25±

Form of American Commercial Lines
    Inc. Incentive Stock Option Agreement (under the American
    Commercial Lines Inc. 2005 Stock Incentive Plan) (Incorporated
    by reference to Amendment No. 1 to the Registration
    Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp.,
    Registration
    No. 333-124454
    filed on May 27, 2005)10
.26

Amendment to Agreements, dated as
    of May 20, 2005, by and among American Commercial Lines
    LLC, Jeffboat LLC, American Commercial Terminals LLC, Houston
    Fleet LLC, American Commercial Barge Line LLC, Louisiana Dock
    Company LLC, the lenders referred to therein and Bank of
    America, N.A., as administrative agent (Incorporated by
    reference to the
    Form S-1
    of American Commercial Lines, Inc. filed on July 19, 2005)10
.27±

Amendment to Equity Award Plan for
    Employees, Officers and Directors (Incorporated by reference to
    the
    Form S-1
    of American Commercial Lines, Inc. filed on July 19, 2005)10
.28±

2005 Annual Incentive Plan
    (Incorporated by reference to the
    Form S-1
    of American Commercial Lines, Inc. filed on July 19, 2005)10
.29±

Letter Agreement, dated as of
    November 15, 2005, between American Commercial Lines Inc.
    and Michael P. Ryan10
.30±

Letter Agreement, dated as of
    September 13, 2005, between American Commercial Lines Inc.
    and Richard A. Mitchell (Incorporated by Reference to the
    Company Quarterly Report
    Form 10-Q
    filed on November 11, 2005) 101




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##### Table of Contents



ExhibitNo.

Description10
.31

Amendment No. 2 to Agreements
    dated October 13, 2005, to the Amended and Restated Loan
    Agreement dated February 11, 2005 by and among American
    Commercial Barge Line LLC, American Commercial Lines LLC,
    American Commercial Terminals LLC, Houston Fleet LLC, Jeffboat
    LLC and Louisiana Dock Company LLC (collectively, the
    Borrowers), the financial institutions party thereto
    (the Lenders), Bank of America, N.A., as
    administrative agent and as collateral agent for the Lenders
    (the Agent), UBS Securities LLC, as the syndication
    agent, the CIT Group/Business Credit, Wells Fargo Foothill and
    Merrill Lynch Capital, as the co-documentation agents, and
    American Barge Line Company, ACBL Liquid Sales LLC, ACL Finance
    Corp., American Commercial Lines Inc., American Commercial Lines
    International LLC, American Commercial Logistics LLC, American
    Commercial Terminals-Memphis LLC, Commercial Barge Line Company,
    Orinoco TASA LLC and Orinoco TASV LLC, each as a guarantor and
    collectively with the Borrowers, the Obligated
    Parties, and to the Amended and Restated Security
    Agreement dated February 11, 2005 by and among the
    Obligated Parties and the Agent (Incorporated herein by
    reference to Exhibit 10.1 to the Companys Report on
    Form 8-K
    filed on October 18, 2005)10
.32±

2006 Non-Employee Director
    Compensation Summary Sheet (Incorporated herein by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on January 20, 2006)10
.33±

Form of Restricted Stock Unit
    Agreement for non-executives of American Commercial Lines Inc.
    (Incorporated herein by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K
    filed on January 20, 2006)10
.34±

Form of Stock Option Agreement for
    non-executives of American Commercial Lines Inc. (Incorporated
    herein by reference to Exhibit 10.3 to the Companys
    Current Report on
    Form 8-K
    filed on January 20, 2006)10
.35±

American Commercial Lines Inc.
    Restricted Stock Unit Deferral Plan (Incorporated herein by
    reference to Exhibit 10.4 to the Companys Current
    Report on
    Form 8-K
    filed on February 7, 2006)10
.36±

Form of Stock Option Agreement for
    executives of American Commercial Lines Inc. (Incorporated
    herein by reference to Exhibit 10.1 to the Companys
    Current Report on
    Form 8-K
    filed on February 7, 2006)10
.37±

Form of Restricted Stock Unit
    Agreement for executives of American Commercial Lines Inc.
    (Incorporated herein by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K
    filed on February 7, 2006)10
.38±

American Commercial Lines Inc.
    2006 Executive Annual Incentive Plan (Incorporated herein by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed on March 23, 2006)10
.39±

Amendment to Employment Agreement
    between American Commercial Lines Inc. and Jerry R. Linzey
    (Incorporated herein by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K/A
    filed on August 11, 2006)10
.40±

American Commercial Lines Inc.
    2007 Executive Annual Incentive Plan (Incorporated herein by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed January 18, 2007)21
.1

Subsidiaries23
.1

Consent of Ernst & Young
    LLP31
.1

CEO Certification Pursuant to
    Section 302(a) of the Sarbanes-Oxley Act of 200231
.2

CFO Certification Pursuant to
    Section 302(a) of the Sarbanes-Oxley Act of 200232
.1

CEO Certification Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200232
.2

CFO Certification Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002  102