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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1933For the fiscal year ended
    December 31, 2007ORo

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
    (Do not check if a smaller reporting company)

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

Outstanding at February 21, 2008Common Stock, $.01 par value per share

50,163,755 shares   DOCUMENTS
    INCORPORATED BY REFERENCE
  Document

Parts Into Which IncorporatedProxy Statement for the Annual Meeting of Stockholders to be
    held in 2008

Part III      þ o




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##### 





Table of
    Contents
   
  PagePART IItem 1.


Business


4Item 1A.


Risk Factors


18Item 1B.


Unresolved Staff Comments


25Item 2.


Properties


25Item 3


Legal Proceedings


27Item 4.


Submission of Matters to a Vote of Security
    Holders


28PART IIItem 5.


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


28Item 6.


Selected Financial Data


30Item 7.


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


34Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


60Item 8.


Financial Statements and Supplementary Data


61Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


94Item 9A.


Controls and Procedures


94Item 9B.


Other Information


94PART IIIItem 10.


Directors and Executive Officers of the
    Registrant


94Item 11.


Executive Compensation


95Item 12.


Security Ownership of Certain Beneficial Owners
    and Management


95Item 13.


Certain Relationships and Related Transactions


95Item 14.


Principal Accountant Fees and Services


95PART IVItem 15.


Exhibits and Financial Statement Schedules


95Signatures


96SubsidiariesConsent 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 transportation business capital investment and organic
    growth plans are predicated on efficiency improvements which we
    expect to achieve through a variety of initiatives, including
    reduction in stationary days, better power utilization and
    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.
    We may not be successful in our plans to upgrade our production
    lines in our shipyard and realize increased levels of capacity
    and efficiency.
    As part of the Companys growth strategy, we may continue
    to make selective acquisitions, the integration and
    consolidation of which may disrupt operations and could
    negatively impact our business, including our margins.
    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
    Director Stock Ownership Guidelines
    Majority Voting Policy
    Related Party Transaction Policy  Operating
    Segments
   4




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2007
    Revenues by Source and Commodity
  
  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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7




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##### Table of Contents



Manufacturing. year-to-year.
       8




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sub-optimal
  TRANSPORTATION
    FLEET
  Barges.
  Towboats.
  PORT
    SERVICES ASSETS
     9




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THIRD-PARTY
    LOGISTICS, INTERMODAL SERVICES
      truck-to-barge barge-to-truck
  COMPETITION
  Transportation.
     10




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TOP 5
    CARRIERS BY FLEET SIZE
    (as of December 31, 2006*)
  % of


AverageUnits


Barges


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


3,633



20.3
%


16.4American Commercial Lines


2,639



14.8
%


20.4AEP/MEMCO Barge Line, Inc.


2,628



14.7
%


10.9American River Transportation Company


2,061



11.5
%


25.7Cargo Carriers


958



5.4
%


14.8Top 5 Dry Carriers


11,919



66.6
%


17.6Total Industry


17,885



100.0
%


16.2Liquid Cargo BargesKirby Corporation


912



32.5
%


24.1American Commercial Lines


371



13.2
%


22.6Marathon Ashland Petroleum LLC


180



6.4
%


19.1Canal Barge Company, Inc.


170



6.1
%


12.3Ingram Barge Company


165



5.9
%


28.5Top 5 Liquid Carriers


1,798



64.0
%


22.6Total Industry


2,809



100.0
%


21.8     *
    
    Source:  Informa and Company. Note that annual
    data is normally not available until March of the following year.**
    
    Dry Cargo Barges include covered and open dry barges.  Manufacturing.
  SEASONALITY
     11




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12




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EXECUTIVE
    OFFICERS AND KEY EMPLOYEES
    Name

Age


PositionMark R. Holden


48


Director, President and Chief Executive Officer(1)Michael P. Ryan


48


Senior Vice President, Sales and Marketing(2)W. Norbert Whitlock


66


Executive Vice President, Governmental AffairsChristopher A. Black


45


Senior Vice President, Chief Financial Officer(3)Nick C. Fletcher


47


Senior Vice President, Human ResourcesJerry R. Linzey


44


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


42


Senior Vice President, Corporate StrategyMichael J. Monahan


49


Senior Vice President, Transportation ServicesKevin S. Boyle


34


Vice President, TreasurerKarl D. Kintzele


57


Vice President, Internal AuditTamra L. Koshewa


39


Vice President, Finance and Corporate ControllerDavid T. Parker


44


Vice President, Investor Relations and Corporate CommunicationsDouglas C. Ruschman


56


Interim General Counsel and Vice President LegalWilliam L. Schmidt


46


Vice President, Information TechnologyJacques J. Vanier


46


Vice President, Manufacturing     (1)
    
    On February 18, 2008, Mr. Holden announced his
    resignation from all executive positions and from the Board of
    Directors effective on March 1, 2008.(2)
    
    On February 18, 2008, Mr. Ryan was named President,
    Chief Executive Officer and a director effective March 1,
    2008.(3)
    
    On September 5, 2007 Mr. Black informed the Company of
    his plan to leave the Company upon expiration of his employment
    agreement on February 22, 2008. In January 2008 the Company
    entered into an agreement with Mr. Black to extend his
    employment through March 1, 2008 and thereafter to serve as
    a consultant to the Company until April 30, 2008.  Mark R. Holden
  Michael P. Ryan
  W. Norbert Whitlock
 13




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##### Table of Contents



Christopher A. Black
  Nick C. Fletcher
  Jerry R. Linzey
  Richard A. Mitchell Jr.
  Michael J. Monahan
  Kevin S. Boyle
  Karl D. Kintzele
  Tamra L. Koshewa
 14




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


December 31,Function

2007


2006Administration (including Jeffboat)


319



288Transportation services


1,704



1,446Manufacturing


1,320



1,055Other


59



63,402



2,795   Collective bargaining agreements.
  INSURANCE
    AND RISK MANAGEMENT
   15




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GOVERNMENT
    REGULATION
  General.
        Jones Act.
    User Fees and Fuel Tax.
   16




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Homeland Security Requirements.
  ENVIRONMENTAL
    REGULATION
          OCCUPATIONAL
    HEALTH AND SAFETY MATTERS
     17




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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 year-to-year.
 18




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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.
  quarter-over-quarter year-over-year
 19




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Our
    operating margins are impacted by certain low margin
    legacy contracts and by spot rate market volatility
    for grain volume and pricing.
    quarter-to-quarter year-to-year.
    We are
    subject to adverse weather and river conditions.
      Seasonal
    fluctuations in industry demand could adversely affect our
    operating results, cash flow and working capital
    requirements.
   20




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The
    aging infrastructure on the Inland Waterways may lead to
    increased costs and disruptions in our operations.
    The
    inland barge transportation industry is highly competitive;
    increased competition could adversely affect us.
    Global
    trade agreements, tariffs and subsidies could decrease the
    demand for imported and exported goods, adversely affecting the
    flow of import and export tonnage through the Port of New
    Orleans and the demand for barging services.
    Our
    failure to comply with government regulations affecting the
    barging industry, or changes in these regulations, may cause us
    to incur significant expenses or affect our ability to
    operate.
  and/or
   21




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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.
    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 and
    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.
   22




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Our
    cash flows and borrowing facilities may not be adequate for our
    additional capital needs and, if we incur additional borrowings,
    our future cash flow and capital resources may not be sufficient
    for payments of interest and principal of our substantial
    indebtedness.
    Our
    substantial borrowings are currently all tied to floating
    interest rates which may expose us to higher interest payments
    should LIBOR or the prime rate increase
    substantially.
    We
    face the risk of breaching financial covenants in our credit
    agreement.
    As
    part of our growth strategy, we may continue to make selective
    acquisitions, the integration and consolidation of which may
    disrupt operations and could negatively impact our business,
    including our margins.
    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.
   23




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A
    major accident or casualty loss at any of our facilities could
    significantly reduce production
    Our
    transportation division employees are covered by federal
    maritime laws that may subject us to job-related claims in
    addition to those provided by state laws.
    We
    have experienced work stoppages by union employees in the past,
    and future work stoppages may disrupt our services and adversely
    affect our operations.
    The
    loss of key personnel, including highly skilled and licensed
    vessel personnel, could adversely affect our
    business.
    Failure
    to comply with environmental, health and safety regulations
    could result in substantial penalties and changes to our
    operations.
   24




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We are
    subject to, and may in the future be subject to disputes, or
    legal or other proceedings that could involve significant
    expenditures by us.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES.   25




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
    Our manufacturing segments shipbuilding facility in
    Jeffersonville, Indiana is a large single-site shipyard facility
    on the Inland Waterways, occupying approximately 64 acres
    of owned land and approximately 5,600 feet of frontage on
    the Ohio River. There are 32 buildings on the property
    comprising approximately 318,020 square feet under roof. In
    addition, we lease an additional four acres of land under leases
    expiring in 2015.
    ACLTs coal transfer terminal in St. Louis, Missouri
    occupies approximately 69 acres. There are six buildings on
    the property comprising approximately 21,000 square feet.
    In addition, we lease 2,400 feet of river frontage from the
    City of St. Louis under a lease expiring in 2010. The lease
    may be terminated with one-year advance notice by ACLT.
    Additional parcels in use include property of BNSF under leases
    that either party can terminate with 30 days prior written
    notice.
    ACLT operates a terminal in Memphis, Tennessee that processes
    boat and barge waste water. There are three buildings occupying
    approximately 7,000 square feet on almost three acres. ACLT
    leases an easement to this facility that expires in 2018. Either
    party may cancel the lease with 90 days prior written
    notice.
    ACLTs fleet facility in Cairo, Illinois occupies
    approximately 37 acres, including approximately
    900 feet of owned river frontage. In addition, we lease
    approximately 22,400 feet of additional river frontage
    under various leases expiring between 2008 and 2013. This
    facility provides the base of operations for our barge fleeting
    and shifting, barge cleaning and repair and topside-towboat
    repair. 26




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##### Table of Contents




    ACLTs fleet facilities in Lemont, Illinois occupy
    approximately 81 acres, including approximately
    10,000 feet of river frontage, under various leases
    expiring between 2011 and 2044. This facility provides the base
    of operations for our barge fleeting and shifting, barge
    cleaning and repairs on the Illinois River.
    Our corporate offices in Jeffersonville, Indiana occupy
    approximately 22 acres, comprising approximately
    165,000 square feet of office space.
    The liquids division of our transportation segment is
    headquartered in approximately 26,800 square feet of leased
    space in Houston, Texas under a lease expiring in August 2015.
    In addition to the above properties, our wholly-owned naval
    architecture subsidiary operates in leased facilities consisting
    of approximately 10,000 square feet in Seattle, Washington
    and 2,200 square feet in New Orleans, Louisiana. The lease
    of the Seattle facility expires in September 2015. The lease of
    the New Orleans facility is a
    month-to-month
    commitment.    ITEM 3.
    LEGAL
    PROCEEDINGS.    Environmental Litigation.
  Barge Cleaning Facilities, Port Arthur,
    Texas.
  PHI/Harahan Site, Harahan, Louisiana. and/or
  SEC
    Inquiry
  e-mail Form 8-K
 27




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##### Table of Contents



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
    two-for-one
  2005

High


LowFourth Quarter

$
15.53


$
13.172006First Quarter

$
23.60


$
14.92Second Quarter


31.38



22.85Third Quarter


30.92



24.72Fourth Quarter


37.70



29.472007First Quarter

$
39.14


$
29.66Second Quarter


33.05



23.16Third Quarter


27.06



19.97Fourth Quarter


23.99



13.16     Dividends
   28




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Issuer
    Purchases of Equity Securities
    Total Number of Shares


Weighted-Redeemed to Satisfy


Average Fair


Total Number of Shares


Maximum Number ofEmployee Tax


Market Value


Purchased as Part of


Shares that may yet beWithholding


Per Share


Publicly Announced


Purchased Under thePeriod

Requirements


Redeemed


Plans or Programs


Plans or ProgramsOctober 2007


N/A



N/A



N/A



N/ANovember 2007


2,213


$
13.35



N/A



N/ADecember 2007


N/A


$
N/A



N/A



N/ATotal


2,213


$
13.35



N/A



N/A     Cumulative
    Total Stockholders Return (October 2005  December
    2007)
  Form 10-K
  Stock
    Performance
  
 29




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ITEM 6.
    SELECTED
    FINANCIAL DATA.  SELECTED
    CONSOLIDATED FINANCIAL DATA
  two-for-one
  Predecessor CompanyDec. 26,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,2003


2004


2005


2006


2007(In thousands, except per share data)Statement of Operating Data:Transportation revenue

$
523,877


$
506,968


$
594,200


$
787,348


$
810,443Manufacturing revenue


70,209



97,988



120,741



155,204



239,917Total revenue


594,086



604,956



714,941



942,552



1,050,360Operating expenses:Materials, supplies and other


210,982



200,843



212,532



249,500



279,867Rent


35,528



21,621



19,910



22,445



24,595Labor and fringe benefits


90,938



79,504



82,541



90,294



111,617Fuel


82,829



89,341



126,893



157,070



169,178Depreciation and amortization(a)


48,634



48,100



45,255



45,489



46,776Taxes, other than income taxes


21,107



19,096



16,793



17,667



16,594(Gain) loss on property dispositions


(274
)


247



(4,523
)


(194
)


(3,390
)Cost of goods sold  manufacturing


70,935



94,343



112,217



141,589



228,190Cost of sales


560,679



553,095



611,618



723,860



873,427Selling, general and administrative expenses


36,364



31,709



47,654



66,280



68,727Total operating expenses


597,043



584,804



659,272



790,140



942,154Operating income (loss)


(2,957
)


20,152



55,669



152,412



108,206Other income


3,757



3,179



1,801



3,799



2,532Interest expense


40,624



39,023



31,590



18,354



20,578Debt retirement expenses










11,732



1,437



23,938Income (loss) before reorganization items, fresh-start
    adjustments, income taxes, discontinued operations and
    extraordinary items


(39,824
)


(15,692
)


14,148



136,420



66,222Reorganization items and fresh-start adjustments(b)


24,344



142,108











Income taxes


32







4,144



49,822



21,855Net income (loss) before discontinued operations and
    extraordinary items


(64,200
)


(157,800
)


10,004



86,598



44,367Discontinued operations, net of tax(c)


2,624



11,045



1,809



5,654



(6
)Extraordinary item(d)






(151,149
)










Net income (loss)

$
(61,576
)

$
4,394


$
11,813


$
92,252


$
44,361Net income per common share  basic









$
0.25


$
1.52


$
0.79Net income per common share from continuing
    operations  basic









$
0.21


$
1.43


$
0.79Net income per common share from discontinued
    operations  basic









$
0.04


$
0.09


$
Net income per common share  diluted









$
0.24


$
1.47


$
0.77Net income per common share from continuing
    operations  diluted









$
0.20


$
1.38


$
0.77Net income per common share from discontinued
    operations  diluted









$
0.04


$
0.09


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










47,594



60,743



56,245Shares used in computing diluted net income per common share










49,248



62,801



57,679   30




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##### Table of Contents



Fiscal Years EndedDec. 26,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,2003


2004


2005


2006


2007Statement of Financial Position Data:Cash, restricted cash and cash equivalents(e)

$
43,029


$
55,827


$
13,959


$
5,113


$
5,021Working capital(f)


(619,974
)


91,890



46,204



44,251



70,434Total assets


812,196



667,677



623,284



671,003



760,811Long term debt, including current portion


613,445



406,433



200,000



119,500



439,760Stockholders equity


(19,674
)


100,098



253,701



358,653



125,391   Fiscal Years EndedDec. 26,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,2003


2004


2005


2006


2007Other Data:Net cash provided by (used in) operating activities

$
(16,066
)

$
36,197


$
63,338


$
135,786


$
115,766Net cash provided by (used in) investing activities

$
(11,817
)

$
27,228


$
(27,493
)

$
(63,899
)

$
(115,386
)Net cash provided by (used in) financing activities

$
48,662


$
(52,055
)

$
(68,531
)

$
(80,733
)

$
(472
)Adjusted EBITDA(g)(h)

$
61,189


$
82,028


$
110,949


$
211,811


$
159,758Capital expenditures

$
9,209


$
12,520


$
47,279


$
90,042


$
109,315Towboats (at period end)(i)


166



165



155



148



162Barges (at period end)(i)


3,670



3,369



3,300



3,010



2,828Ton-miles
    from continuing operations affreightment(j)






43,140,000



40,038,964



41,797,859



39,271,112Ton-miles
    from continuing operations non-affreightment(k)










2,705,200



3,317,000



4,326,404     (a)
    
    Fresh-start accounting was adopted on emergence from bankruptcy
    on January 1, 2005 and is reflected in the basis of our
    properties and related depreciation since that date.(b)
    
    We filed a petition for reorganization under Chapter 11 of
    the U.S. Bankruptcy Court on January 31, 2003. Items
    related to the reorganization are presented separately in
    accordance with the American Institute of Certified Public
    Accountants (AICPA) Statement of Position
    90-7,
    Financial Reporting by Entities in Reorganization under
    the Bankruptcy Code. In 2004, we recorded a loss of
    $35,206 from the sale of Argentina assets and other
    reorganization items of $21,715. In the fourth quarter 2004, we
    recorded $85,187 in fresh-start accounting adjustments due to
    the emergence from bankruptcy.(c)
    
    In all periods presented the operations of the Dominican
    Republic and Venezuela businesses, on a net of tax basis, have
    been presented as discontinued operations. Included in 2006 is
    the $4.8 million, net of tax, gain on the sale of Venezuela
    business. Included in 2004 is a gain on the discharge of debt
    related to the discontinued operations of $2.2 million.(d)
    
    In the fourth quarter 2004 we recorded a gain on discharge of
    debt of our continuing operations of $151,149 due to our
    emergence from bankruptcy.(e)
    
    Includes $7,754 and $9,182 at December 26, 2003 and
    December 31, 2004, respectively, in restricted cash held in
    escrow to repay the bonds guaranteed by MARAD.(f)
    
    We define working capital as total current assets minus total
    current liabilities.(g)
    
    Adjusted EBITDA represents net income before interest, income
    taxes, depreciation and amortization, adjusted as described
    below. Adjusted EBITDA provides useful information to investors
    about us and our financial condition and results of operations
    for the following reasons: (i) it is one of the measures
    used by our board of directors and management team to evaluate
    our operating performance, (ii) it is one of 31




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##### 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.(h)
    
    For the year ended December 31, 2004, Adjusted EBITDA
    excludes an extraordinary gain of $155,358 from the discharge of
    debt according to the Plan of Reorganization and a nonrecurring
    expense of $139,951 for reorganization items and fresh-start
    adjustments. For the year ended December 26, 2003, Adjusted
    EBITDA excludes reorganization items as indicated in the table
    below.(i)
    
    Includes equipment operated by foreign subsidiaries through date
    of disposal.(j)
    
    Unavailable for 2003.(k)
    
    Unavailable prior to 2005.    Fiscal Years EndedDec. 26,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,2003


2004


2005


2006


2007Net (loss) income

$
(61,576
)

$
4,394


$
11,813


$
92,252


$
44,361Interest income


(112
)


(944
)


(1,037
)


(697
)


(295
)Interest expense


41,514



39,023



43,322



21,219



44,516Depreciation and amortization


54,918



53,175



49,121



49,215



49,371Income taxes


2,101



1,787



7,730



49,822



21,805Adjustments:Reorganization items


24,344



56,921











Fresh start accounting






83,030











Gain on discharge of debt






(155,358
)










Adjusted EBITDA

$
61,189


$
82,028


$
110,949


$
211,811


$
159,758     
    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.   32




---



##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.    Form 10-K
  INTRODUCTION
    
    Overview.  This section provides a general
    description of the Company and its business, as well as
    developments the Company believes are important in understanding
    the results of operations and financial condition or in
    understanding anticipated future trends.
    Results of Operations.  This section provides
    an analysis of the Companys results of operations for the
    year ended December 31, 2007 compared to the results of
    operations for the year ended December 31, 2006 and 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.
    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, 2007 and an analysis of the Companys
    cash flows for the years ended December 31, 2007,
    December 31, 2006 and December 31, 2005. This section
    also provides information regarding certain contractual
    obligations.
    Seasonality.  This section describes the
    seasonality of our business.
    Changes in Accounting Standards.  This section
    describes certain changes in accounting and reporting standards
    applicable to the Company.
    Critical Accounting Policies.  This section
    describes accounting policies that are considered important to
    the Companys financial condition and results of
    operations, require significant judgment and require estimates
    on the part of management in application. The Companys
    significant accounting policies, including those considered to
    be critical accounting policies, are also summarized in
    Note 1 to the accompanying consolidated financial
    statements.
    Quantitative and Qualitative Disclosures about Market
    Risk.  This section describes our exposure to
    potential loss arising from adverse changes in fuel prices,
    interest rates and foreign currency exchange rates.
    Risk Factors and Caution Concerning Forward-Looking
    Statements.  This section references important
    factors that could adversely affect the operations, business or
    financial results of the Company or its business segments and
    the use of forward-looking information appearing in this annual
    report on
    Form 10-K,
    including in MD&A and the consolidated financial
    statements. Such information is based on managements
    current expectations about future events, which are inherently
    susceptible to uncertainty and changes in circumstances. 33




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##### Table of Contents



OVERVIEW
  Our
    Business
    River Transport News
  Trac
      The
    Industry
  Transportation Industry.
   34




---



##### Table of Contents



ton-miles,
  
  Source: U.S. Army Corps of Engineers Waterborne Commerce
    Statistics Center
  The Manufacturing Industry.
 35




---



##### Table of Contents



Consolidated
    Financial Overview
  Year
    ended December 31, 2007 compared to December 31,
    2006
    1 2
        ton-mile
     36




---



##### Table of Contents



Year
    ended December 31, 2006 compared to December 31,
    2005
        construction-in-progress
  Segment
    overview
    Transportation
         37




---



##### Table of Contents



ton-miles
    Key
    operating statistics
  Year Ended


%


Year Ended


%


Year EndedDecember 31,


Change to


December 31,


Change to


December 31,2007


2006


2006


2005


2005Ton-miles
    (000s) and rates per mile:Affreightment Ton Miles (in thousands):Total Dry


36,022,374



(5.3
)%


38,020,770



5.9
%


35,913,148Ton-miles
    per average dry affreightment barge


14,486



6.0
%


13,665



7.3
%


12,740Total Liquid


3,248,738



(14.0
)%


3,777,089



(8.5
)%


4,125,816Ton-miles
    per average liquid affreightment barge


13,211



(3.0
)%


13,623



(0.1
)%


13,635Total affreightment ton miles


39,271,112



(6.0
)%


41,797,859



4.4
%


40,038,964Total ton miles non-affreightment


4,326,404



30.4
%


3,317,000



22.6
%


2,705,200Total ton miles


43,597,516



(3.4
)%


45,114,859



5.5
%


42,744,164Ton-miles
    per average affreightment barge


14,371



5.2
%


13,661



6.5
%


12,827Rates per ton mile/Revenues per average barge:Increase in dry rate per ton mile






(1.6
)%






28.6
%Increase in fuel neutral dry rate per ton mile






(1.2
)%






23.7
%Increase in liquid rate per ton mile






13.1
%






20.9
%Increase in fuel neutral liquid rate per ton mile






13.4
%






11.7
%Overall rate per ton mile


15.19



(0.2
)%


15.22



26.1
%


12.07Overall fuel neutral rate per ton mile


15.26



4.6
%


14.59



31.3
%


11.11Revenue per average barge operated


277,018



8.8
%


254,640



37.4
%


185,282Fuel Price and Volume Data:Fuel Price


2.13



8.7
%


1.96



18.1
%


1.66Fuel Gallons


79,502



(0.8
)%


80,158



5.0
%


76,330Revenue data (in thousands):Affreightment revenue

$
595,438



(6.2
)%

$
635,065



31.7
%

$
482,375Towing


64,660



41.3
%


47,900



41.3
%


33,889Charter and day rate


65,793



82.0
%


43,310



82.0
%


23,792Demurrage


44,426



25.4
%


40,763



25.4
%


32,512Other


38,300



88.6
%


20,310



(6.1
)%


21,632Total non-affreightment


213,179



38.3
%


152,283



38.3
%


111,825Total transportation segment

$
808,617



2.7
%

$
787,348



32.5
%

$
594,200  38




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##### Table of Contents



Barge
    Fleet Changes
  Domestic Barges  Fourth Quarter

Dry


Tankers


TotalBarges operated as of the end of the 3rd quarter 2007


2,473



386



2,859Retired


(62
)


2



(60
)New builds


9







9Purchased


2







2Change in number of barges leased


18







18Barges operated as of the end of 2007


2,440



388



2,828   Barges  Last Three 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



3,010Retired


(258
)


3



(255
)New builds


50



13



63Purchased


37







37Change in number of barges leased


(28
)


1



(27
)Barges operated as of the end of 2007


2,440



388



2,828     Owned
    Boat Counts and Average Age by Horsepower Class
  AverageHorsepower Class

Number


Age1,950 or less


57



31.0Less than 4,300


22



33.5Less than 6,200


43



33.07,000 or over


15



30.5Total/overall age


137



32.0    39




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##### Table of Contents



ton-mile
  year-over-year ton-mile 2007 year-to-date
  year-over-year ton-mile
    year-over-year
   40




---



##### Table of Contents



Manufacturing
  ramp-up,
  Manufacturing
    segment units produced for sale or internal use:
  Years Ended December 31,2007


2006


2005External sales:Liquid tank barges


28



25



64Ocean tank barges


2



2



2Dry cargo barges


311



202



45Total external units sold


341



229



111Internal sales:Liquid tank barges


13



16



16Dry cargo barges


50



70



Total units into production


63



86



16Total units produced


404



315



127  41




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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. 31,2007


2006


2005(Dollars in thousands)(Unaudited)Income (loss) from continuing operations(1)

$
44,367


$
86,598


$
10,004Discontinued operations, net of income taxes


(6
)


5,654



1,809Consolidated Net Income

$
44,361


$
92,252


$
11,813Adjustments from continuing operations:Interest income


(161
)


(46
)


(545
)Interest expense


20,578



18,354



31,590Debt retirement expenses


23,938



1,437



11,732Depreciation and amortization


49,371



47,378



47,061Taxes


21,855



49,822



4,144Adjustments from discontinued operations:Interest income


(134
)


(651
)


(492
)Depreciation and amortization






1,428



2,060Taxes


(50
)


1,837



3,586Adjusted EBITDA from continuing operations(1)


159,948



203,543



103,986Adjusted EBITDA from discontinued operations(1)


(190
)


8,268



6,963Adjusted consolidated EBITDA(1)

$
159,758


$
211,811


$
110,949Selected segment EBITDA calculations:Transportation net income

$
36,389


$
78,364


$
4,285Interest income


(160
)


(46
)


(545
)Interest expense


20,578



18,354



31,590Debt retirement expenses


23,938



1,437



11,732Depreciation and amortization


46,694



45,489



45,255Taxes


21,855



49,822



4,144Transportation EBITDA

$
149,294


$
193,420


$
96,461Manufacturing net income

$
18,850


$
19,116


$
7,165Depreciation and amortization


2,595



1,889



1,806Total Manufacturing EBITDA


21,445



21,005



8,971Intersegment profit


(11,057
)


(10,882
)


(1,446
)External Manufacturing EBITDA

$
10,388


$
10,123


$
7,525    42




---



##### Table of Contents



Outlook
  Transportation:
    
    Dry cargo barge retirements in 2007 totaled 258 barges, bringing
    the total number of retirements in 2006 through 2007 to
    486 units, or 17% of the Companys previously existing
    dry cargo fleet. We expect further retirements in 2008 which
    will represent over 20% retirement of our previously existing
    dry cargo fleet.
    We have significantly reduced production of new dry cargo barges
    to be built during 2008 for our transportation division at our
    shipyard and expect that increasing the efficiency of the
    existing fleet should compensate for the scrapping of older
    barges.
    We have increased the number of liquid tank barges to be built
    at our shipyard in 2008, in order to add approximately 15% to
    our existing liquid tank barge barrel capacity to accommodate
    accelerated growth in our liquids division.
    In August 2007 we established a headquarters location in
    Houston, Texas for our liquids division to more directly service
    the majority of our primary liquids customers and prospects.
    We continue replacing certain seasonal dry cargo spot business
    with more ratable long-term contract business.        Year-to-date,
 43




---



##### Table of Contents



dock-to-dock dock-to-door door-to-door
   44




---



##### Table of Contents



45




---



##### Table of Contents



Manufacturing.
   46




---



##### Table of Contents



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


Year2007


2006


Variance


2007


2006REVENUETransportation and services

$
810,443


$
787,348


$
23,095



77.2
%


83.5
%Manufacturing (external and internal)


290,053



211,367



78,686



27.6
%


22.4
%Intersegment manufacturing elimination


(50,136
)


(56,163
)


6,027



(4.8
)%


(6.0
)%Consolidated Revenue


1,050,360



942,552



107,808



100.0
%


100.0
%OPERATING EXPENSETransportation and services


709,906



642,904



67,002Manufacturing (external and internal)


271,327



192,517



78,810Intersegment manufacturing elimination


(39,079
)


(45,281
)


6,202Consolidated Operating Expense


942,154



790,140



152,014



89.7
%


83.8
%OPERATING INCOMETransportation and services


100,537



144,444



(43,907
)Manufacturing (external and internal)


18,726



18,850



(124
)Intersegment manufacturing elimination


(11,057
)


(10,882
)


(175
)Consolidated Operating Income


108,206



152,412



(44,206
)


10.3
%


16.2
%Interest Expense


20,578



18,354



2,224Debt Retirement Expenses


23,938



1,437



22,501Other Income


(2,532
)


(3,799
)


1,267Income before Income Taxes


66,222



136,420



(70,198
)Income Taxes


21,855



49,822



(27,967
)Discontinued Operations


(6
)


5,654



(5,660
)Net Income

$
44,361


$
92,252


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


2,919



3,092



(173
)Revenue per Barge Operated (Actual)

$
277,018


$
254,640


$
22,378   RESULTS
    OF OPERATIONS
  Year
    ended December 31, 2007 compared to Year ended
    December 31, 2006
  Revenue.
   47




---



##### Table of Contents



ton-mile ton-mile year-over-year.
  Operating Expense.
    
    Labor, training and fringe benefits costs.  The
    increase of almost 300 in the number of vessel employees during
    the year ended December 31, 2007 compared to 2006, combined
    with inflation in labor rates and lower incentive earnings drove
    an increase of $25.8 million year over year. In addition,
    the Company made a decision during its fourth quarter of 2007 to
    buy out of the multi-employer plan for certain of its
    represented employees and accrued $2.1 million in
    additional costs during that quarter.
    Fuel costs.  Per gallon costs escalated 34% to
    $2.52 per gallon in the fourth quarter of 2007 driving direct
    fuel expenses to a $12.1 million year over year variance
    (or a 7.7% full year increase) from essentially flat at the end
    of three quarters. Taxes on fuel usage declined
    $1.1 million due to lower consumption.
    Vessel repairs, claims and barge
    preparation.  These expenses increased
    $11.1 million year over year due to the aging of the barge
    and boat fleets and expenses to upgrade certain of the McKinney
    vessels.
    External towing, fleeting and shifting
    costs.  The rate of increase year over year of
    these expenses escalated in the fourth quarter of 2007 from
    $3.2 million after three quarters to $7.9 million for
    the full year. We believe this to have resulted primarily from
    pass through by providers of the dramatic fuel increases in the
    fourth quarter of 2007 and to a lesser degree to higher volume.
    Depreciation and amortization.  These costs
    increased by $1.2 million due to the higher asset base.
    Scrapping costs.  Costs related to our
    scrapping operations, mostly the remaining book value of
    scrapped barges increased $5.8 million in the year ended
    December 31, 2007 compared to 2006. Gains on sales of whole
    barges to third parties for scrap and the gain on the sale of
    one boat drove an increase of $3.2 million in total gains
    on dispositions for the year ended December 31, 2007
    compared to 2006.
    Selling, general and administrative
    expenses.  Increased employee related costs
    increases (though largely offset by lower incentive compensation
    accruals), higher bad debt expense, higher marketing expenses
    and expenses related to bond retirement drove a
    $3.0 million increase in the year ended December 31,
    2007 when compared to 2006. Due to the higher revenue level in
    2007 selling, general and administrative expense was essentially
    flat as a percent of transportation segment revenues. In
    addition, our naval architecture business incurred
    $1.0 million in selling, general and administrative
    expenses.   48




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##### Table of Contents



ramp-up
  Operating Income.
  Interest Expense.
  Debt Retirement Expenses. 1 2
  Other Income.
  Income Tax Expense.
  Discontinued Operations, Net of Income
    Tax.
  Net Income.
 49




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC. OPERATING RESULTS by BUSINESS SEGMENT
    Year Ended December 31, 2006 as compared with Year Ended
    December 31, 2005 
    (Dollars in thousands except where noted) (Unaudited)
  % of Consolidated RevenueYear Ended Dec. 31,


Year Ended Dec. 31,2006


2005


Variance


2006


2005REVENUETransportation

$
787,348


$
594,200


$
193,148



83.6
%


83.2
%Manufacturing (external and internal)


211,367



138,985



72,382



22.4
%


19.4
%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


642,904



544,273



98,631Manufacturing (external and internal)


192,517



131,797



60,720Intersegment manufacturing elimination


(45,281
)


(16,798
)


(28,483
)Consolidated Operating Expense


790,140



659,272



130,868



83.9
%


92.9
%OPERATING INCOMETransportation


144,444



49,927



94,517Manufacturing (external and internal)


18,850



7,188



11,662Intersegment manufacturing elimination


(10,882
)


(1,446
)


(9,436
)Consolidated Operating Income


152,412



55,669



96,743



16.2
%


7.2
%Interest Expense


18,354



31,590



(13,236
)Debt Retirement Expenses


1,437



11,732



(10,295
)Other Income


(3,799
)


(1,801
)


(1,998
)Income before Income Taxes


136,420



14,148



111,977Income 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


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


3,092



3,207



(115
)Revenue per Domestic Barge Operated (Actual)

$
254,640


$
185,282


$
69,358   Year
    ended December 31, 2006 compared to Year ended
    December 31, 2005
  Revenue.
  ton-mile ton-miles ton-miles
 50




---



##### Table of Contents



ton-miles
  ton-mile ton-mile year-over-year.
    Operating Expense.
    start-up
  Operating Income.
  Interest Expense.
  Debt Retirement Expenses.
 51




---



##### Table of Contents



Other Income.
  Income Tax Expense.
  Discontinued Operations, Net of Income
    Tax.
  Net Income.
  LIQUIDITY
    AND CAPITAL RESOURCES
        Our
    Indebtedness
   52




---



##### Table of Contents



Net
    Cash, Capital Expenditures and Cash Flow
  year-over-year
       53




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitment Summary
    Less Than


One to


Three to


AfterContractual Obligations

Total


One Year


Two Years


Five Years


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

$
0.8


$



$
0.8


$



$
Bank revolver


439.0











439.0



Operating lease obligations(3)


170.4



26.1



20.6



51.9



71.8Total contractual cash obligations

$
610.2


$
26.1


$
21.4


$
490.9


$
71.8Estimated interest on contactual debt obligations(4)

$
127.2


$
29.5


$
29.4


$
68.3


$
     (1)
    
    Represents the principal amounts due on outstanding debt
    obligations, current and long term as of December 31, 2007.
    Amounts do not include interest.(2)
    
    This note represents consideration paid for the acquisition of
    Elliott Bay Design Corporation in October 2007.(3)
    
    Represents the minimum lease rental payments under
    non-cancelable leases, primarily for vessels and land.(4)
    
    Interest expense calculation begins on January 1, 2008 and
    ends on the respective maturity dates.    Principal atDecember 31,

Period

InterestObligation

2007

From

To

RateElliott Bay acquisition note

$
0.8



1/1/2008



1/2/2009



5.50
%Bank revolvers

$
439.0



1/1/2008



4/27/2012



6.70
%     SEASONALITY
    CHANGES
    IN ACCOUNTING STANDARDS
     54




---



##### Table of Contents



instrument-by-instrument
   55




---



##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES
    percentage-of-completion
  Revenue
    Recognition
  percentage-of-completion.
  and/or
     56




---



##### Table of Contents



percentage-of-completion
      Inventory
    Expense
    Estimates for Harbor and Towing Service Charges
    Insurance
    Claim Loss Deductibles
    Employee
    Benefit Plans
     57




---



##### Table of Contents



Impairment
    of Long-Lived Assets
    Assets
    and Asset Capitalization Policies
        RISK
    FACTORS AND FORWARD-LOOKING STATEMENTS
    Form 10-K
 58




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.    Fuel
    Price Risk
    Interest
    Rate and Other Risks
    Foreign
    Currency Exchange Rate Risks
   59




---



##### Table of Contents



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

/s/  Christopher
    A. BlackChristopher
    A. Black
    Senior Vice President and Chief Financial Officer  60




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                /s/
    ERNST & YOUNG LLP
  Louisville, Kentucky
 February 22, 2008
 61




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##### 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 22, 2008
 62




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  CONSOLIDATED
    INCOME STATEMENTS
  Years EndedDecember 31, 2007


December 31, 2006


December 31, 2005(In thousands, except shares and per share amounts)RevenuesTransportation and Services

$
810,443


$
787,348


$
594,200Manufacturing


239,917



155,204



120,741Revenues


1,050,360



942,552



714,941Cost of SalesTransportation and Services


645,237



582,271



499,386Manufacturing


228,190



141,589



112,232Cost of Sales


873,427



723,860



611,618Gross Profit


176,933



218,692



103,323Selling, General and Administrative Expenses


68,727



66,280



47,654Operating Income


108,206



152,412



55,669Other Expense (Income)Interest Expense


20,578



18,354



31,590Debt Retirement Expenses


23,938



1,437



11,732Other, Net


(2,532
)


(3,799
)


(1,801
)Other Expenses


41,984



15,992



41,521Income from Continuing OperationsBefore Taxes


66,222



136,420



14,148Income Taxes


21,855



49,822



4,144Income from Continuing Operations


44,367



86,598



10,004Discontinued Operations, Net of Tax


(6
)


5,654



1,809Net Income

$
44,361


$
92,252


$
11,813Basic Earnings Per Common Share:Income from continuing operations

$
0.79


$
1.43


$
0.21Income from discontinued operations, net of tax






0.09



0.04Basic Earnings Per Common Share

$
0.79


$
1.52


$
0.25Earnings Per Common Share  Assuming Dilution:Income from continuing operations

$
0.77


$
1.38


$
0.20Income from discontinued operations, net of tax






0.09



0.04Earnings Per Common Share  Assuming Dilution

$
0.77


$
1.47


$
0.24Weighted Average Shares OutstandingBasic


56,245,368



60,742,980



47,594,218Diluted


57,679,406



62,800,804



49,247,874    63




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2007


2006(In thousands, except shares and per share amounts)ASSETSCurrent AssetsCash and Cash Equivalents

$
5,021


$
5,113Accounts Receivable, Net


114,921



102,228Inventory


70,890



61,504Deferred Tax Assets


2,582



2,173Prepaid and Other Current Assets


26,661



26,167Total Current Assets


220,075



197,185Properties, Net


511,832



455,710Investment in Equity Investees


3,456



3,527Other Assets


25,448



14,581Total Assets

$
760,811


$
671,003LIABILITIESCurrent LiabilitiesAccounts Payable

$
61,130


$
53,607Accrued Payroll and Fringe Benefits


15,720



28,267Deferred Revenue


17,824



16,803Accrued Claims and Insurance Premiums


15,647



15,754Accrued Interest


1,688



4,466Customer Deposits


5,596



9,145Other Liabilities


32,036



24,892Total Current Liabilities


149,641



152,934Long Term Debt


439,760



119,500Pension Liability


5,252



16,026Deferred Tax Liabilities


26,569



14,014Other Long Term Liabilities


14,198



9,876Total Liabilities


635,420



312,350STOCKHOLDERS EQUITYCommon stock; authorized 250,000,000 shares at
    $.01 par value; 62,549,666 and 61,883,556 shares
    issued and outstanding as of December 31, 2007 and 2006,
    respectively


626



619Treasury Stock 12,407,006 and 172,320 shares at
    December 31, 2007 and 2006, respectively


(309,517
)


(3,207
)Other Capital


279,266



259,409Retained Earnings


148,426



104,065Accumulated Other Comprehensive Income (Loss)


6,590



(2,233
)Total Stockholders Equity


125,391



358,653Total Liabilities and Stockholders Equity

$
760,811


$
671,003    64




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##### Table of Contents



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


Treasury


Other


Unearned


Retained


ComprehensiveShares


Amount


Stock


Capital


Compensation


Earnings


Income (Loss)


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


























4,994



4,994Total Comprehensive Income





$



$



$



$



$
92,252


$
4,994


$
97,246Balance at December 31, 2006


61,711,236


$
619


$
(3,207
)

$
259,409


$



$
104,065


$
(2,233
)

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














6,846















6,846Excess Tax Benefit














11,016















11,016Exercise of Stock Options


521,252



5







1,995















2,000Issuance of Restricted Stock


144,858



2























2Acquisition of Treasury Stock


(180,043
)






(6,216
)


















(6,216
)Repurchase of Treasury Stock


(12,054,643
)






(300,094
)


















(300,094
)Comprehensive Income:Net Income






















44,361







44,361Unrealized loss on fuel swaps designated as cash flow hedging
    instrument


























(28
)


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


























8,851



8,851Total Comprehensive Income





$



$



$



$



$
44,361


$
8,823


$
53,184Balance at December 31, 2007


50,142,660


$
626


$
(309,517
)

$
279,266


$



$
148,426


$
6,590


$
125,391    65




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC. CONSOLIDATED
  STATEMENTS
    OF CASH FLOWS
  Fiscal Year EndedDecember 31,


December 31,


December 31,2007


2006


2005(In thousands)OPERATING ACTIVITIESNet Income

$
44,361


$
92,252


$
11,813Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:Depreciation and Amortization


49,371



48,806



49,121Debt Retirement Costs


23,938



1,437



11,732Debt Issuance Cost Amortization


445



1,080



2,970Deferred Taxes


7,252



7,201



(844
)Gain on Sale of Venezuela Assets






(5,099
)


Gain on Property Dispositions


(3,390
)


(194
)


(4,628
)Share-Based Compensation


6,845



5,045



2,710Other Operating Activities


1,030



782



(2,566
)Changes in Operating Assets and Liabilities:Accounts Receivable


(10,728
)


(17,786
)


(18,728
)Inventory


(4,706
)


(16,830
)


4,559Accrued Interest


(2,775
)


(713
)


4,025Other Current Assets


2,094



(8,623
)


1,364Accounts Payable


12,284



9,180



Other Current Liabilities


(10,222
)


20,940



23,245Net Cash Provided by Operating Activities before
    Reorganization Items


115,799



137,478



84,773Reorganization Items Paid


(33
)


(557
)


(13,514
)Net Cash Provided by Operating Activities


115,766



136,921



71,259INVESTING ACTIVITIESProperty Additions


(109,315
)


(90,042
)


(47,279
)McKinney Acquisition


(15,573
)






Proceeds from Sale of Venezuela Operations






26,532



Investment in Summit Contracting


(6,199
)






Investment in Elliott Bay


(4,338
)






Investment in Vessel Leasing










(2,500
)Proceeds from Property Dispositions


7,364



1,163



14,915Net Change in Restricted Cash










9,182Other Investing Activities


(3,230
)


(1,552
)


(1,811
)Net Cash Used in Investing Activities


(131,291
)


(63,899
)


(27,493
)FINANCING ACTIVITIESLong Term Debt Repayments










(407,551
)Revolving Credit Facility Borrowings


439,000







170,710Revolving Credit Facility Repayments






(70,000
)


(100,710
)2015 Senior Note Initial Borrowings










200,0002015 Senior Note Repayments


(119,500
)


(10,500
)


(70,000
)Tender Premium Paid


(18,390
)


(1,135
)


(7,921
)Proceeds from Sale/Leaseback


15,905







Outstanding Checks


(5,140
)


(3,090
)


9,220Debt Costs


(2,638
)


(13
)


(13,855
)Net Proceeds from IPO










144,934Tax Benefit of Share Based Compensation


11,016



6,174



Exercise of Stock Options


2,000



1,072



Acquisition of Treasury Stock


(6,216
)


(3,207
)


Stock Repurchase Program


(300,094
)






Other Financing Activities


(510
)


(1,169
)


(1,279
)Net Cash Provided (Used) in Financing Activities


15,433



(81,868
)


(76,452
)Net Decrease in Cash and Cash Equivalents


(92
)


(8,846
)


(32,686
)Cash and Cash Equivalents at Beginning of Period


5,113



13,959



46,645Cash and Cash Equivalents at End of Period

$
5,021


$
5,113


$
13,959Supplemental Cash Flow Information:Interest Paid

$
36,727


$
18,704


$
31,920Income Taxes Paid


5,276



29,947



13,258    66




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Dollars
    in thousands)
  NOTE 1.
    ACCOUNTING
    POLICIES  REPORTING
    ENTITY
        PRINCIPLES
    OF CONSOLIDATION
      USE OF
    ESTIMATES
  percentage-of-completion
 67




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##### Table of Contents



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


December 31,2007


2006Accounts Receivable

$
116,139


$
102,565Allowance for Doubtful Accounts


(1,218
)


(337
)$
114,921


$
102,228     INVENTORY
    December 31,


December 31,2007


2006Raw Materials

$
19,009


$
19,818Work in Process


25,203



22,001Parts and Supplies(1)


26,678



19,685$
70,890


$
61,504     (1)
    
    Net of reserves for obsolete and slow moving inventories of $455
    and $292 at December 31, 2007 and 2006, respectively.  OTHER
    CURRENT ASSETS
    PROPERTIES,
    DEPRECIATION AND AMORTIZATION
   68




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##### Table of Contents



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


December 31,2007


2006Land

$
10,403


$
10,403Buildings and Improvements


41,201



22,326Equipment


591,109



513,386642,713



546,115Less Accumulated Depreciation


130,881



90,405$
511,832


$
455,710     IMPAIRMENT
    OF LONG-LIVED ASSETS
    ASSETS
    AND ASSET CAPITALIZATION POLICIES
     69




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    VESSEL
    LEASING LLC
    INVESTMENTS
    IN EQUITY INVESTEES
      DERIVATIVE
    INSTRUMENTS
    DEBT
    COST AMORTIZATION
    REVENUE
    RECOGNITION
  percentage-of-completion.
 70




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
        percentage-of-completion percentage-of-completion
    EXPENSE
    ESTIMATES FOR HARBOR AND TOWING SERVICE CHARGES
    EXPENSE
    ESTIMATES FOR UNBILLED BOAT AND BARGE MAINTENANCE
    CHARGES
   71




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    INSURANCE
    CLAIM LOSS DEDUCTIBLES AND SELF INSURANCE
    EMPLOYEE
    BENEFIT PLANS
      RECLASSIFICATIONS
    RECENTLY
    ISSUED ACCOUNTING STANDARDS
     72




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    instrument-by-instrument
   73




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 2.
    EARNINGS
    PER SHARE  two-for-one
      2007


2006Net Income

$
44,361


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


56,245



60,743Dilutive effect of share-based compensation


1,434



2,058Shares used to calculate fully diluted EPS


57,679



62,801Basic earnings per share

$
0.79


$
1.52Diluted earnings per share

$
0.77


$
1.47   NOTE 3.
    DEBT  December 31,


December 31,2007


2006Revolving Credit Facility

$
439,000


$
2015 Senior Notes






119,500Elliott Bay Note


760



Long Term Debt

$
439,760


$
119,500    74




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               75




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##### Table of Contents



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

$
2009


7602010


2011


2012


439,000Thereafter


$
439,760   NOTE 4.
    INCOME
    TAXES      2007


2006


2005Income from continuing operations before income taxes anddiscontinued operations

$
66,222


$
136,420


$
14,148     2007


2006


2005Income taxes currently payableFederal

$
13,680


$
34,610


$
4,878State


1,332



3,264



55115,012



37,874



5,429Deferred income tax expense (benefit)Federal


6,055



10,736



(908
)State


788



1,212



(377
)6,843



11,948



(1,285
)Total income taxes

$
21,855


$
49,822


$
4,144Income tax provision (benefit) attributable to other
    comprehensive loss:

$
5,304


$
2,170


$
(3,508
)     2007


2006Tax at federal statutory rate

$
23,178


$
47,747State income taxes, net


1,378



2,912Other:Prior year taxes


(2,791
)


(571
)Other miscellaneous items


90



(266
)Total income tax expense

$
21,855


$
49,822  76




---



##### Table of Contents



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


December 312007


2006DEFERRED TAX ASSETS:Reserve for bad debts

$
456


$
126Inventory adjustments


222



222Employee benefits and compensation


1,660



1,638EPA and legal reserves


41



41Other accruals


46



25Warranty accruals


157



121CURRENT DEFERRED TAX ASSET

$
2,582


$
2,173Foreign property

$
832


$
863Accrued claims


1,187



1,598Accrued pension  ACL plan long-term


1,968



6,005Deferred gain on sale/leaseback transactions


1,953



Accrued post-retirement medical


3,316



3,490Stock compensation


2,712



1,759Temporary differences due to income recognition timing


19



22AMT credit


924



TOTAL DEFERRED TAX ASSETS

$
15,493


$
15,910DEFERRED TAXLIABILITIESDomestic property


(35,850
)


(25,868
)Equity investments in domestic partnerships and limited
    liability companies


(398
)


448Long term leases


(1,196
)


(952
)Prepaid insurance


(1,189
)


(808
)Software


(780
)


(571
)Goodwill


(67
)


TOTAL DEFERRED TAXLIABILITIES

$
(39,480
)

$
(27,751
)NET DEFERRED TAX LIABILITY

$
(23,987
)

$
(11,841
)   NOTE 5.
    EMPLOYEE
    BENEFIT PLANS   77




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         78




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension PlanDecember 31, 2007


December 31, 2006Accumulated Benefit Obligation, End of Year

$
155,938


$
155,989CHANGE IN PROJECTED BENEFIT OBLIGATION:Projected benefit obligation, beginning of period

$
159,354


$
158,941Service cost


4,950



5,021Interest cost


9,004



8,574Plan amendments


543



Actuarial gain


(7,422
)


(7,698
)Benefits paid


(6,944
)


(5,484
)Projected benefit obligation, end of period

$
159,485


$
159,354CHANGE IN PLAN ASSETS:Fair value of plan assets, beginning of period

$
143,328


$
136,231Actual return on plan assets


17,849



11,547Company contributions






1,034Benefits paid


(6,944
)


(5,484
)Fair value of plan assets, end of period

$
154,233


$
143,328Funded status

$
(5,252
)

$
(16,026
)AMOUNTS RECOGNIZED IN THE CONSOLIDATEDBALANCE SHEETS:Noncurrent liabilities

$
(5,252
)

$
(16,026
)Net amounts recognized

$
(5,252
)

$
(16,026
)AMOUNTS RECOGNIZED IN CONSOLIDATEDOTHER COMPREHENSIVE INCOME:Net actuarial (gain) loss

$
(8,948
)

$
4,722Prior service cost


543



Total

$
(8,405
)

$
4,722  Measurement date


September 30, 2007



September 30, 2006   79




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Post-Retirement PlanDecember 31, 2007


December 31, 2006CHANGE IN BENEFIT OBLIGATION:Benefit obligation, beginning of period

$
10,275


$
12,181Service cost


195



318Interest cost


569



645Plan participants contributions


441



483Actuarial (gain) loss


(1,049
)


(2,372
)Benefits paid


(1,027
)


(980
)Benefit obligation, end of period

$
9,404


$
10,275CHANGE IN PLAN ASSETS:Fair value of plan assets, beginning of period

$



$
Employer contributions


586



497Plan participants contributions


441



483Benefits paid


(1,027
)


(980
)Fair value of plan assets, end of period

$



$
FUNDED STATUS:Funded status

$
(9,404
)

$
(10,275
)Net claims during 4th quarter


146



218Funded status

$
(9,258
)

$
(10,057
)AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS:Current liabilities

$
(408
)

$
(743
)Noncurrent liabilities


(8,850
)


(9,314
)Net amounts recognized

$
(9,258
)

$
(10,057
)AMOUNTS RECOGNIZED IN CONSOLIDATED OTHER COMPREHENSIVE INCOME:Net actuarial gain

$
(2,178
)

$
(1,151
)  Measurement date


September 30, 2007



September 30, 2006  80




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Components
    of net periodic benefit cost:
  2007


2006


2005Pension:Service cost

$
4,967


$
5,021


$
4,681Interest cost


9,004



8,574



8,094Expected return on plan assets


(11,601
)


(10,956
)


(10,072
)Amortization of net actuarial loss






159



Net periodic benefit cost

$
2,370


$
2,798


$
2,703Post-retirement:Service cost

$
195


$
318


$
350Interest cost


569



645



647Amortization of net actuarial loss


(21
)






Net periodic benefit cost

$
743


$
963


$
997     2007


2006Pension:Discount rate  benefit cost


5.75
%


5.50
%Discount rate  benefit obligation


6.00
%


5.75
%Expected return on plan assets


8.25
%


8.50
%Rate of compensation increase


4.00
%


4.00
%     2007


2006Post-retirement:Discount rate  benefit cost


5.75
%


5.50
%Discount rate  benefit obligation


6.00
%


5.75
%    81




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2007


December 31, 2006Asset CategoryEquity securities


57.9
%


65.5
%Debt securities


42.1
%


34.4
%Cash






0.1
%Total


100.0
%


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


Medical Plan2008

$
4,841


$
7942009


6,077



8852010


6,767



9492011


7,486



1,0242012


8,271



1,026Next 5 years


54,001



4,549   NOTE 6.
    LEASE
    OBLIGATIONS   82




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    20132008

2009

2010

2011

2012

and AfterOperating Lease Obligations

$
26,098


$
20,567


$
19,195


$
18,289


$
14,442


$
71,850   NOTE 7.
    RELATED
    PARTY TRANSACTIONS    NOTE 8.
    FINANCIAL
    INSTRUMENTS AND RISK MANAGEMENT    2007


2006Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueLiabilities:Bank Revolver

$
439,000


$
439,000


$



$
2015 Senior Notes










119,500



132,944Elliott Bay Note


760



741







Fuel Hedge Swap


28



28







       Fuel
    Price Risk Management
   83




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 9.
    CONTINGENCIES          e-mail Form 8-K
      NOTE 10.
    BUSINESS
    SEGMENTS   84




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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, 2007Total revenue

$
809,499


$
290,053


$
1,929


$
(51,121
)

$
1,050,360Intersegment revenues


882



50,136



103



(51,121
)


Revenue from external customers


808,617



239,917



1,826







1,050,360Operating expenseMaterials, supplies and other


279,359















279,359Rent


24,595















24,595Labor and fringe benefits


111,617















111,617Fuel


169,178















169,178Depreciation and amortization


46,694















46,694Taxes, other than income taxes


16,594















16,594Gain on Disposition of Equipment


(3,390
)














(3,390
)Cost of goods sold






228,190



590







228,780Total cost of sales


644,647



228,190



590







873,427Selling, general & administrative


63,627



4,058



1,042







68,727Total operating expenses


708,274



232,248



1,632







942,154Operating income

$
100,343


$
7,669


$
194


$



$
108,206Segment assets

$
661,388


$
92,427


$
6,996


$



$
760,811Property additions(2)

$
114,661


$
7,235


$
307


$



$
122,203Goodwill

$
2,100


$



$
3,506






$
5,606     (1)
    
    Financial data for segments below the reporting thresholds is
    attributable to a segment that provides architectural design
    services that was acquired in the fourth quarter 2007.(2)
    
    Includes property acquired in the McKinney and Elliott Bay
    acquisitions in 2007. 85




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##### Table of Contents



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


All Other


IntersegmentTransportation


Manufacturing


Segments


Eliminations


TotalYear ended December 31, 2006Total revenue

$
788,376


$
211,367


$



$
(57,191
)

$
942,552Intersegment revenues


1,028



56,163







(57,191
)


Revenue from external customers


787,348



155,204











942,552Operating expenseMaterials, supplies and other


249,500















249,500Rent


22,445















22,445Labor and fringe benefits


90,294















90,294Fuel


157,070















157,070Depreciation and amortization


45,489















45,489Taxes, other than income taxes


17,667















17,667Gain on Disposition of Equipment


(194
)














(194
)Cost of goods sold






141,589











141,589Total cost of sales


582,271



141,589











723,860Selling, general & administrative


60,633



5,647











66,280Total operating expenses


642,904



147,236











790,140Operating income

$
144,444


$
7,968


$



$



$
152,412Segment assets

$
589,165


$
81,838


$



$



$
671,003Property additions

$
72,752


$
17,290


$



$



$
90,042Year ended December 31, 2005Total revenue

$
594,792


$
138,985


$



$
(18,836
)


714,941Intersegment revenues


592



18,244







(18,836
)


Revenues from external customers


594,200



120,741











714,941Operating expenseMaterials, supplies and other


212,532















212,532Rent


19,910















19,910Labor and fringe benefits


82,541















82,541Fuel


126,893















126,893Depreciation and amortization


45,255















45,255Taxes, other than income taxes


16,793















16,793Gain on Disposition of Equipment


(4,538
)














(4,538
)Cost of goods sold






112,232











112,232Total cost of sales


499,386



112,232











611,618Selling, general & administrative


44,887



2,767











47,654Total operating expenses


544,273



114,999











659,272Operating income

$
49,927


$
5,742


$



$



$
55,669Segment assets

$
581,403


$
41,881


$



$



$
623,284Property additions

$
44,475


$
2,804


$



$



$
47,279   Geographic
    Information
  Properties  NetDecember 31,


December 31,


December 31,2007


2006


2005United States

$
511,832


$
455,710


$
413,824South America










11,917Total

$
511,832


$
455,710


$
425,741    86




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Major
    Customer
    NOTE 11.
    QUARTERLY
    DATA (UNAUDITED)  20071st


2nd


3rd


4th


TotalOperating Revenue

$
228,244


$
261,214


$
258,367


$
302,535


$
1,050,360Gross Profit


38,427



32,397



46,463



59,646



176,933Operating Income


21,996



13,990



30,842



41,378



108,206Discontinued Operations


(46
)


(3
)


3



40



(6
)Income (loss) from ContinuingOperations


(1,066
)


5,900



15,888



23,645



44,367Basic earnings per share

$
(0.02
)

$
0.10


$
0.30


$
0.48


$
0.79Diluted earnings per share

$
(0.02
)

$
0.09


$
0.30


$
0.46


$
0.77   20061st


2nd


3rd


4th


TotalOperating Revenue

$
197,475


$
212,623


$
266,556


$
265,898


$
942,552Gross Profit


40,395



45,865



60,575



71,857



218,692Operating Income


24,316



30,602



45,061



52,433



152,412Discontinued Operations


(1,650
)


1,004



3,300



3,000



5,654Income from Continuing Operations


12,798



16,700



25,106



31,994



86,598Basic 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       NOTE 12.
    ACCUMULATED
    OTHER COMPREHENSIVE INCOME (LOSS)    2007


2006Minimum pension liability, net of tax provision of $4,918 and
    $1,739, respectively

$
5,256


$
(2,953
)Minimum post retirement liability, net of tax provision of $385
    and $431, respectively


1,362



720Loss on fuel hedge


(28
)


$
6,590


$
(2,233
)  87




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 13.
    ACQUISITIONS
    AND DISPOSITIONS    Current Assets

$
961Properties  Net


12,512Goodwill


2,100Purchase Price

$
15,573           NOTE 14.
    STOCKHOLDERS
    EQUITY     88




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    two-for-one
    NOTE 15.
    SHARE-BASED
    COMPENSATION        Restricted Shares 
  Stock Options 
 89




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted Stock Units
  Performance Share Units 
    2007WeightedAverage ExerciseNumber of


Price perStock Options:

Options


ShareOutstanding - beginning of year


2,184,160


$
4.32Granted


183,704



36.05Exercised


521,252
(1)


3.84Cancelled


19,056



26.35Expired


3,172



16.82Outstanding-end of year


1,824,384
(2)


7.39Exercisable at end of year


927,848
(3)

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

2007


2006Weighted average grant date fair value of options granted during
    year

$
16.48


$
5.30Compensation expense


2,090



1,503Income tax benefit


693



406Unrecognized compensation cost at December 31, 2007

$
2,315Weighted average remaining life for unrecognized compensation


0.4 years     (1)
    
    Options exercised included 521,252 shares in 2007. The
    total intrinsic value of the options exercised in 2007 was
    $16,030. Cash received upon exercise of the stock options was
    $2,000 and the related tax benefit realized was $6,061.(2)
    
    Aggregate intrinsic value of $16,146 based on the
    December 31, 2007 market price of $16.24 per share. At
    December 31, 2007 substantially all options outstanding
    expect to vest.(3)
    
    Aggregate intrinsic value of $11,171 based on the
    December 31, 2007 market price of $16.24 per share.  90




---



##### Table of Contents



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


Value at GrantRestricted Stock:

Shares


DateUnvested -beginning of year


720,896


$
2.33Granted






Vested


360,446



2.33Cancelled






Unvested-end of year


360,450


$
2.33   2007


2006Other data (In thousands):Compensation expense

$
840


$
996Income tax benefit


317



374Income tax benefit realized


4,620



402Unrecognized compensation cost at December 31, 2007

$
198Weighted average remaining life for unrecognized compensation


0.1 years   2007WeightedAverage FairNumber of


Value at GrantRestricted Stock Units:

Shares


DateUnvested -beginning of year


399,642


$
17.07Granted


257,135



34.83Vested


135,870



17.07Cancelled


45,551



27.08Unvested-end of year


475,356


$
25.74Other data (in thousands):Compensation expense

$
4,264Income tax benefit


1,612Income tax benefit realized


1,883Unrecognized compensation cost at December 31, 2007

$
7,065Weighted average remaining life for unrecognized compensation


1.0 years   91




---



##### Table of Contents



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


Value at GrantPerformance Share Units:

Shares


DateUnvested -beginning of year


74,516


$
16.82Granted


32,010



36.05Vested






Cancelled


5,736



23.15Unvested-end of year


100,790


$
22.56Other data (in thousands):Compensation expense

$
(348
)Income tax benefit


(132
)Income tax benefit realized


Unrecognized compensation cost at December 31, 2007

$
Weighted average remaining life for unrecognized compensation


1.4 years   NOTE 16.
    DISCONTINUED
    OPERATIONS      2007


2006


2005Revenue

$



$
21,994


$
26,429Cost of Sales


84



13,974



16,394Selling, General and Administrative


53



4,078



5,079Other Income


(81
)


(3,549
)


(439
)(Loss) Income from Discontinued Operations Before Income Tax


(56
)


7,491



5,395Income Tax (Benefit)


(50
)


1,837



3,586(Loss) Income from Discontinued Operations

$
(6
)

$
5,654


$
1,809   NOTE 17.
    SUBSEQUENT
    EVENTS   92




---



##### Table of Contents



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


Charges





BalanceBeginning


to


Deductions from


at Endof Period


Expense


Revenue(a)


of PeriodDecember 31, 2007:Allowance for uncollectible accounts

$
337


$
1,269


$
(388
)

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

$
1,741


$
(96
)

$
(1,308
)

$
337December 31, 2005:Allowance for uncollectible accounts

$
1,578


$
240


$
(77
)

$
1,741     (a)
    
    Write-off of uncollectible accounts receivable.  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Rule 13(a)-15(e) Form 10-K.
  See Managements Report on Internal Controls over
    Financial Reporting in Item 8, which is incorporated herein
    by reference
  ITEM 9B.
    OTHER
    INFORMATION.   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.    Form 10-K
   93




---



##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.      ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Documents filed as part of this report
        Exhibits
  Exhibit Index
 94




---



##### 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)

February 27, 2008/s/  Christopher
    A. BlackChristopher
    A. Black

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

February 27, 2008/s/  Tamra
    L. KoshewaTamra
    L. Koshewa

Vice President, Finance Corporate Controller (Principal
    Accounting Officer)

February 27, 2008/s/  Clayton
    K. YeutterClayton
    K. Yeutter

Chairman of the Board

February 27, 2008/s/  Eugene
    I. DavisEugene
    I. Davis

Director

February 27, 2008Richard
    L. Huber

Director

February 27, 2008/s/  Nils
    E. LarsenNils
    E. Larsen

Director

February 27, 2008/s/  Emanuel
    L. RouvelasEmanuel
    L. Rouvelas

Director

February 27, 2008/s/  R.
    Christopher WeberR.
    Christopher Weber

Director

February 27, 2008  95




---



##### 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., filed on
    April 29, 2005)3
.1

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

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

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

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

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

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

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

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

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

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

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

Form of American Commercial Lines Inc. Restricted Stock Award
    Agreement (under the American Commercial Lines Inc. Equity Award
    Plan for Employees, Officers and Directors) (Incorporated by
    reference to the Registration Statement on
    Form S-4
    of American Commercial Lines LLC and ACL Finance Corp., filed on
    April 29, 2005)10
.9±

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., filed on
    April 29, 2005) 96




---



##### Table of Contents



ExhibitNo.

Description10
.10

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., filed on
    April 29, 2005)10
.11

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., filed on
    April 29, 2005)10
.12

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., filed on
    April 29, 2005)10
.13

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., filed on
    April 29, 2005)10
.14

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., filed on
    April 29, 2005)10
.15

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., filed on
    April 29, 2005)10
.16

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., filed on
    April 29, 2005)10
.17±

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., filed on
    May 27, 2005)10
.18±

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., filed on
    May 27, 2005)10
.19±

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., filed on
    May 27, 2005)10
.20±

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., filed on
    May 27, 2005)10
.21±

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., filed on
    May 27, 2005)10
.22±

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., filed on
    May 27, 2005) 97




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##### Table of Contents



ExhibitNo.

Description10
.23±

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., filed on
    May 27, 2005)10
.24±

Amendment to Equity Award Plan for Employees, Officers and
    Directors (Incorporated by reference to the Companys Form,
    filed on July 19, 2005)10
.25±

Letter Agreement, dated as of November 15, 2005, between
    American Commercial Lines Inc. and Michael P. Ryan (Incorporated
    by reference to the Companys Annual Report
    Form 10-K,
    filed on March 24, 2006)10
.26±

Letter Agreement, dated as of September 13, 2005, between
    American Commercial Lines Inc. and Richard A. Mitchell
    (Incorporated by reference to the Companys Quarterly
    Report
    Form 10-Q,
    filed on November 11, 2005)10
.27±

2006 Non-Employee Director Compensation Summary Sheet
    (Incorporated herein by reference to the Companys Current
    Report on
    Form 8-K,
    filed on January 20, 2006)10
.28±

Form of Restricted Stock Unit Agreement for non-executives of
    American Commercial Lines Inc. (Incorporated herein by reference
    to the Companys Current Report on
    Form 8-K,
    filed on January 20, 2006)10
.29±

Form of Stock Option Agreement for non-executives of American
    Commercial Lines Inc. (Incorporated herein by reference to the
    Companys Current Report on
    Form 8-K,
    filed on January 20, 2006)10
.30±

American Commercial Lines Inc. Restricted Stock Unit Deferral
    Plan (Incorporated herein by reference to the Companys
    Current Report on
    Form 8-K,
    filed on February 7, 2006)10
.31±

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

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

American Commercial Lines Inc. 2006 Executive Annual Incentive
    Plan (Incorporated herein by reference to the Companys
    Current Report on
    Form 8-K,
    filed on March 23, 2006)10
.34±

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

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

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

Amendment No. 1 to the Credit Agreement, dated as of
    June 11, 2007, by and among American Commercial Lines LLC,
    Jeffboat LLC, and ACL Transportation Services LLC, and Wells
    Fargo Bank, National Association as administrative agent, Bank
    of America, N.A. and JPMorgan Chase Bank, N.A., as
    co-syndication agents, Fortis Capital Corp. and LaSalle Bank
    National Association as co-documentation agents, and Branch
    Banking and Trust Company, Fifth Third Bank, National City
    Bank, PNC Bank National Association, SunTrust Bank, U.S. Bank
    National Association, and Wachovia Bank, N.A. as syndicate
    members (Incorporated by reference to the Companys Current
    Report on
    Form 8-K,
    filed on June 13, 2007) 98




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##### Table of Contents



ExhibitNo.

Description10
.38

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

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

Second Supplemental Indenture, dated as of January 30,
    2007, by and among American Commercial Lines LLC, ACL Finance
    Corp., American Barge Line Company, Commercial Barge Line
    Company, ACL Transportation Services LLC, American Commercial
    Lines International LLC, Jeffboat LLC, American Commercial Barge
    Line LLC, and Wilmington Trust Company (Incorporated by
    reference to the Companys Current Report on
    Form 8-K,
    filed on February 2, 2007)21
.1

Subsidiaries*23
.1

Consent of Ernst & Young LLP*31
.1

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

CFO Certification Pursuant to Section 302(a) of the
    Sarbanes-Oxley Act of 2002*32
.1

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

CFO Certification Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002*     *
    
    Filed herein 99