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 1934
 For the fiscal year ended December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                      to
 COMMERCIAL BARGE LINE COMPANY
 (Exact Name of Registrant as Specified in Charter)
 Delaware
    
    333-124454-12
    
    03-0552365(State or other jurisdiction of 
incorporation or organization)
    
    (Commission File Number)
    
    (I.R.S. Employer
Identification No.)
 1701 E. Market Street, Jeffersonville, Indiana
(Address of principal executive offices)
    
    47130
(Zip Code)
 (812) 288-0100
(Registrants telephone number, including area code)
Former name or former address, if changed since last report: N/A
 1701 East Market Street 
Jeffersonville, Indiana(Address of principal executive offices)
    
    47130(Zip Code)
 (812) 288-0100  (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
None
 Securities registered pursuant to Section 12(g) of the Act:
None  (Title of Class)
 o þ
 þ o
 o o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
 
 Not applicable
 Not applicable.
 None




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Table of Contents
 PagePART I
    
    
    5Item 1. Business
    
    
    5Item 1A. Risk Factors
    
    
    14Item 1B. Unresolved Staff Comments
    
    
    22Item 2. Properties
    
    
    22Item 3 Legal Proceedings
    
    
    24Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26PART II
    
    
    26Item 5. Market for the Registrants Common Equity, Related Stockholder Matters
 and Issuer Purchases of Equity Securities
    
    
    26Item 6. Selected Financial Data
    
    
    27Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation
    
    
    29Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    52Item 8. Financial Statements and Supplementary Data
    
    
    54Item 9. Changes in and Disagreements with Accountants on Accounting and
 Financial Disclosure
    
    
    92Item 9A. Controls and Procedures
    
    
    92Item 9B. Other Information
    
    
    92PART III
    
    
    93Item 10. Directors and Executive Officers of the Registrant
    
    
    93Item 11. Executive Compensation
    
    
    95Item 12. Security Ownership of Certain Beneficial Owners and Management
    
    
    113Item 13. Certain Relationships and Related Transactions
    
    
    114Item 14. Principal Accountant Fees and Services
    
    
    115PART IV
    
    
    115Item 15. Exhibits and Financial Statement Schedules
    
    
    115Signatures
    
    
    118
 2




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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  
    
    The aftermath of the global economic crisis, which began in 2008, may continue to have
detrimental impacts on our business.
    
    Freight transportation rates for the Inland Waterways fluctuate from time to time and
may decrease.
    
    An oversupply of barging capacity may lead to reductions in freight rates.
    
    Yields from North American and worldwide grain harvests could materially affect demand
for our barging services.
    
    Any decrease in future demand for new barge construction may lead to a reduction in
sales volume and prices for new barges.
    
    Volatile steel prices may lead to a reduction in or delay of demand for new barge
construction.
    
    Higher fuel prices, if not recouped from our customers, could dramatically increase
operating expenses and adversely affect profitability.
    
    Our operating margins are impacted by a low margin legacy contract and by spot rate
market volatility for grain volume and pricing.
    
    We are subject to adverse weather and river conditions, including marine accidents.
    
    Seasonal fluctuations in industry demand could adversely affect our operating results,
cash flow and working capital requirements.
    
    The aging infrastructure on the Inland Waterways may lead to increased costs and
disruptions in our operations.
    
    The inland barge transportation industry is highly competitive; increased competition
could adversely affect us.
    
    Global trade agreements, tariffs and subsidies could decrease the demand for imported
and exported goods, adversely affecting the flow of import and export tonnage through the
Port of New Orleans and the demand for barging services.
    
    Our failure to comply with government regulations affecting the barging industry, or
changes in these regulations, may cause us to incur significant expenses or affect our
ability to operate.
    
    Our maritime operations expose us to numerous legal and regulatory requirements, and
violation of these regulations could result in criminal liability against us or our
officers.
    
    The Jones Act restricts foreign ownership of our stock, and the repeal, suspension or
substantial amendment of the Jones Act could increase competition on the Inland Waterways
and have a material adverse effect on our business.
    
    We are named as a defendant in lawsuits and we are in receipt of other claims and we
cannot predict the outcome of such litigation and claims, which may result in the
imposition of significant liability.
    
    Our insurance may not be adequate to cover our operational risks.
    
    Our aging fleet of dry cargo barges may lead to a decline in revenue if we do not
replace the barges or drive efficiency in our operations.
    
    Our cash flows and borrowing facilities may not be adequate for our additional capital
needs and our future cash flow and capital resources may not be sufficient for payments of
interest and principal of our substantial indebtedness.
    
    A significant portion of our borrowings are tied to floating interest rates which may
expose us to higher interest payments should interest rates increase substantially.
    
    We face the risk of breaching covenants in our Existing Credit Facility.
    
    The loss of one or more key customers, or material nonpayment or nonperformance by one
or more of our key customers, could cause a significant loss of revenue and may adversely
affect profitability.
    
    A major accident or casualty loss at any of our facilities or affecting free navigation
of the Gulf or the Inland Waterways could significantly reduce production.
    
    Potential future acquisitions or investments in other companies may have a negative
impact on our business.
    
    A temporary or permanent closure of the river to barge traffic in the Chicago area in
response to the threat of Asian carp migrating into the Great Lakes may have an adverse
effect on operations in the area.
    
    Interruption or failure of our information technology and communications systems, or
compliance with requirements related to controls over our information technology protocols,
could impair our ability to effectively provide our services or the integrity of our
information.
    
    Many of our employees are covered by federal maritime laws that may subject us to
job-related claims.
    
    We have experienced work stoppages by union employees in the past, and future work
stoppages may disrupt our services and adversely affect our operations.
 3




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
    
    The loss of key personnel, including highly skilled and licensed vessel personnel, could
adversely affect our business.
    
    Failure to comply with environmental, health and safety regulations could result in
substantial penalties and changes to our operations.
    
    We are subject to, and may in the future be subject to disputes, or legal or other
proceedings that could involve significant expenditures by us.
    
    Our substantial debt could adversely affect our financial condition.
    
    We may be unable to service our indebtedness.
  4




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PART I
 ITEM 1. THE BUSINESS
 The Company
     Information Available on our Website
 www.aclines.com
 Operating Segments
    5




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6




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CUSTOMERS AND CONTRACTS
 Transportation.
     7




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Manufacturing.
     TRANSPORTATION FLEET
 Barges.
 Towboats.
 8




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PORT SERVICES ASSETS
   THIRD-PARTY LOGISTICS, INTERMODAL SERVICES
   COMPETITION
 Transportation.
   9




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TOP 5 CARRIERS BY FLEET SIZE*
(as of December 31, 2010)
 Dry Cargo Barge Fleet
    
    Dry**
    
    
    Average Age
    
    
    Industry ShareIngram Barge Company
    
    
    3,796
    
    
    
    15.2
    
    
    
    21.2
    %AEP River Operations
    
    
    3,199
    
    
    
    11.0
    
    
    
    17.9
    %American Commercial Lines LLC
    
    
    2,086
    
    
    
    21.2
    
    
    
    11.6
    %American River Transportation
    
    
    1,752
    
    
    
    20.5
    
    
    
    9.8
    %SCF Marine, Inc.
    
    
    1,130
    
    
    
    13.9
    
    
    
    6.3
    %Top five
    
    
    11,963
    
    
    
    15.8
    
    
    
    66.8
    %Industry Total
    
    
    17,914
    
    
    
    15.2
    
    
    
    100.0
    %
 Liquid Cargo Barge Fleet
    
    Liquid
    
    
    Average Age
    
    
    Industry ShareKirby Corporation
    
    
    828
    
    
    
    20.6
    
    
    
    27.5
    %American Commercial Lines LLC
    
    
    325
    
    
    
    21.1
    
    
    
    10.8
    %Canal Barge Line Co. Inc.
    
    
    211
    
    
    
    11.5
    
    
    
    7.0
    %Florida Marine Transporters
    
    
    203
    
    
    
    6.2
    
    
    
    6.7
    %Ingram Barge Company
    
    
    172
    
    
    
    31.0
    
    
    
    5.7
    %Top five
    
    
    1,739
    
    
    
    18.9
    
    
    
    57.7
    %Industry Total
    
    
    3,013
    
    
    
    18.4
    
    
    
    100.0
    %
 
 *
    
    Source:Informa and Company.**
    
    Dry Cargo Barges include covered and open dry barges.  10




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Manufacturing.
  SEASONALITY
   11




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MID-MISSISSIPPI TARIFF RATES
 
    EMPLOYEE MATTERS   Employee Count
 December 31,
    
    
    December 31,Function
    
    2010
    
    
    2009Administration (including Jeffboat)
    
    
    185
    
    
    
    236Transportation services
    
    
    1,500
    
    
    
    1,518Manufacturing
    
    
    693
    
    
    
    763Other
    
    
    54
    
    
    
    552,432
    
    
    
    2,572
  12




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INSURANCE AND RISK MANAGEMENT
  GOVERNMENT REGULATION
 General.
    Jones Act.
  User Fees and Fuel Tax.
  13




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Homeland Security Requirements.
 ENVIRONMENTAL REGULATION
     OCCUPATIONAL HEALTH AND SAFETY MATTERS
   INTELLECTUAL PROPERTY
  ITEM 1A. RISK FACTORS
  14




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Risks Related to Our Industry
 The aftermath of the global economic crisis, which began in 2008, may continue to have
detrimental impacts on our business.
  Potential recession impacts
 Credit availability to our customers and suppliers
 Market risk
 Freight transportation rates for the Inland Waterways fluctuate from time to time and may
decrease.
  An oversupply of barging capacity may lead to reductions in freight rates.
  15




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Yields from North American and worldwide grain harvests could materially affect demand for our
barging services.
  Any decrease in future demand for new barge construction may lead to a reduction in sales
volume and prices for new barges.
  Volatile steel prices may lead to a reduction in or delay of demand for new barge
construction.
  Higher fuel prices, if not recouped from our customers, could dramatically increase operating
expenses and adversely affect profitability.
  Our operating margins are impacted by a low margin legacy contract and by spot rate market
volatility for grain volume and pricing.
  16




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We are subject to adverse weather and river conditions, including marine accidents.
   Seasonal fluctuations in industry demand could adversely affect our operating results, cash
flow and working capital requirements.
  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.
  17




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Our failure to comply with government regulations affecting the barging industry, or changes
in these regulations, may cause us to incur significant expenses or affect our ability to operate.
   Our maritime operations expose us to numerous legal and regulatory requirements, and violation
of these regulations could result in criminal liability against us or our officers.
  The Jones Act restricts foreign ownership of our stock, and the repeal, suspension or
substantial amendment of the Jones Act could increase competition on the Inland Waterways and have
a material adverse effect on our business.
  Risks Related to Our Business
 We are named as a defendant in lawsuits and we are in receipt of other claims and we cannot
predict the outcome of such litigation and claims, which may result in the imposition of
significant liability.
  18




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Our insurance may not be adequate to cover our operational risks.
  Our aging fleet of dry cargo barges may lead to a decline in revenue if we do not replace the
barges or drive efficiency in our operations.
  Our cash flows and borrowing facilities may not be adequate for our additional capital needs
and our future cash flow and capital resources may not be sufficient for payments of interest and
principal of our substantial indebtedness.
  A significant portion of our borrowings are tied to floating interest rates which may expose
us to higher interest payments should interest rates increase substantially.
  We face the risk of breaching covenants in our Existing Credit Facility.
  19




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The loss of one or more key customers, or material nonpayment or nonperformance by one or more
of our key customers, could cause a significant loss of revenue and may adversely affect
profitability.
  A major accident or casualty loss at any of our facilities or affecting free navigation of the
Gulf or the Inland Waterways could significantly reduce production.
  Potential future acquisitions or investments in other companies may have a negative impact on
our business.
  A temporary or permanent closure of the river to barge traffic in the Chicago area in response
to the threat of Asian carp migrating into the Great Lakes may have an adverse effect on operations
in the area.
  Interruption or failure of our information technology and communications systems, or
compliance with requirements related to controls over our information technology protocols, could
impair our ability to effectively provide our services or the integrity of our information.
  20




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Many of our employees are covered by federal maritime laws that may subject us to job-related
claims.
  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.
  21




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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.
  Our substantial debt could adversely affect our financial condition.
  We may be unable to service our indebtedness.
  ITEM 1B. UNRESOLVED STAFF COMMENTS.
  ITEM 2. PROPERTIES
 Properties
  22




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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 2020. The lease may be terminated with one-year advance notice by ACLT.
Additional parcels in use include property of BNSF under leases that either party can
terminate with 30 days prior written notice.
    
    ACLT operates a terminal in Memphis, Tennessee that processes boat and barge waste
water, direct transfer services for liquid commodities, along with tank storage services
for approximately 60,000 barrels of vegetable oils. There are three buildings occupying
approximately 7,000 square feet on almost three acres. ACLT leases an easement to this
facility that expires in 2018. Either party may cancel the lease with 90 days prior
written notice.
    
    ACLTs Armant facilities located in Vacherie, Louisiana, occupies approximately 482
acres, with approximately 10,726 feet of river frontage. An additional 3,840 feet of river
frontage is provided under a lease expiring in 2011. The facility provides barge fleeting
and shifting, barge cleaning and repairs on the Mississippi River as part of our Gulf Fleet
Operations.
    
    ACLTs fleet facility in Cairo, Illinois occupies approximately 37 acres, including
approximately 900 feet of owned river frontage. In addition, we lease approximately 22,400
feet of additional river frontage under various leases expiring between 2011 and 2013. This
facility provides the base of operations for our barge fleeting and shifting, barge
cleaning and repair and topside towboat repair.
    
    ACLTs Tiger Fleet near Baton Rouge (Port Allen), Louisiana, operates on approximately
83 acres, with an estimated 3,300 feet of river frontage. An additional 13,700 lineal feet
of riverfront fleeting space is provided under a lease expiring in 2011. This facility
provides barge fleeting and shifting services and is adjacent to our joint venture
investment known as T. T. Barge Services Mile 237, L.L.C., that provides barge cleaning and
repair services.
 23




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
    
    ACLTs facilities in St. Louis, Missouri, operates two owned parcels, one being
approximately 3.2 acres, with an estimated 600 linear feet of riverfront, and an additional
7.3 acres with approximately 1,393 linear feet of adjoining waterfront footage leased under
an agreement expiring in 2011. The facility provides fleeting and shifting services, boat
repair and maintenance, plus warehouse services for vessels.
    
    ACLTs operations at Harahan, Louisiana are located on approximately 156 acres with an
estimated 7,067 feet of riverfront. The facility is the base of operations for our Gulf
Operations, including barge shifting and fleeting, boat and barge maintenance and repairs.
An additional 4,749 lineal feet of river frontage for shifting and fleeting is leased under
various leases expiring between 2011 and 2013.
    
    ACLTs Houston (Channelview), Texas facility is located on approximately 32 acres with
1,796 feet of riverfront. Improvements include an estimated 6,400 square foot office
building. An additional 29.4 acres of waterfront property along the Lost Lake Disposal
Area, adjacent to the Houston Ship Channel, for shifting and fleeting, complements this
facility, under a lease agreement expiring in 2028.
    
    ACLTs facilities in Lemont, Illinois occupy approximately 81 acres, including
approximately 10,000 feet of river frontage, under various leases expiring between 2016 and
2044. This facility provides the base of operations for our barge fleeting and shifting,
barge cleaning and repairs on the Illinois River, along with a 48,000 square foot, climate
controlled warehouse, providing terminaling for bulk, non-bulk and break-bulk warehousing
and stevedoring services.
    
    ACLTs Marrero, Louisiana Fleet is comprised of approximately 24.9 acres of batture,
providing an estimated 2,529 feet of riverfront for barge shifting and fleeting operations.
    
    Our corporate offices in Jeffersonville, Indiana occupy approximately 22 acres,
comprising approximately 165,000 square feet of office space.
    
    The liquids division of our transportation segment was formerly headquartered in
approximately 26,800 square feet of leased space in Houston, Texas under a lease expiring
in August 2015. This lease was terminated in 2010, as we have relocated the work to
alternative sites, including our corporate offices.
    
    In addition to the above properties, our wholly-owned naval architecture subsidiary
operates in leased facilities consisting of approximately 10,000 square feet in Seattle,
Washington and 2,200 square feet in New Orleans, Louisiana. The lease of the Seattle
facility expires in September 2015. The lease of the New Orleans facility expires in 2018.
  ITEM 3. LEGAL PROCEEDINGS
  Stockholder litigation.
 24




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Collision Incident, Mile Marker 97 of the Mississippi River.
 25




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ITEM 4. (REMOVED AND RESERVED)
 PART II
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 Market Information and Holders
  Dividends
  Equity Compensation Plans
  Number of
    
    
    
    
    
    
    Number of SecuritiesSecurities to be
    
    
    
    
    
    
    Remaining AvailableIssued Upon
    
    
    Weighted-Average
    
    
    for Future IssuanceExercise of
    
    
    Exercise Price of
    
    
    Under EquityOutstanding Options(1)
    
    
    Outstanding Options
    
    
    Compensation PlansEquity
compensation plans
approved by
stockholders
    
    
    26,052.50
    
    
    
    213.03
    
    
    
    8,799Equity compensation
plans not approved
by stockholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    26,052.50
    
    
    
    213.03
    
    
    
    8,799
 
 (1)
    
    Includes 5,810.88 performance share units and 6,166.84 restricted
stock units. Performance share units contain specific cumulative
three-year performance criteria and will only vest if those
conditions are met. Restricted stock units are time vested units
that vest on various anniversary dates of the grant dates. These
shares do not carry an exercise price and therefore are not
included in the weighted average exercise price. 26




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ITEM 6. SELECTED FINANCIAL DATA.
  Predecessor
    
    
    SuccessorCompany
    
    
    CompanyPredecessor Company
    
    
    Jan. 1. 2010
    
    
    Dec. 22, 2010Fiscal Years Ended December 31,
    
    
    to
    
    
    to2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    Dec. 21, 2010
    
    
    Dec. 31, 2010Statement of Operating Data:Transportation and Services revenue
    
    $
    787,348
    
    
    $
    810,443
    
    
    $
    905,126
    
    
    $
    630,481
    
    
    $
    620,753
    
    
    $
    19,779Manufacturing revenue
    
    
    155,204
    
    
    
    239,917
    
    
    
    254,794
    
    
    
    215,546
    
    
    
    85,054
    
    
    
    4,986Total revenue
    
    
    942,552
    
    
    
    1,050,360
    
    
    
    1,159,920
    
    
    
    846,027
    
    
    
    705,807
    
    
    
    24,765Operating expenses:Materials, supplies and other
    
    
    249,500
    
    
    
    279,359
    
    
    
    304,858
    
    
    
    225,647
    
    
    
    212,567
    
    
    
    6,311Rent
    
    
    22,445
    
    
    
    24,595
    
    
    
    23,345
    
    
    
    21,715
    
    
    
    20,222
    
    
    
    570Labor and fringe benefits
    
    
    90,294
    
    
    
    111,617
    
    
    
    118,737
    
    
    
    115,998
    
    
    
    122,462
    
    
    
    3,102Fuel
    
    
    157,070
    
    
    
    169,178
    
    
    
    227,489
    
    
    
    122,752
    
    
    
    117,372
    
    
    
    3,986Depreciation and amortization
    
    
    45,489
    
    
    
    46,694
    
    
    
    47,255
    
    
    
    48,615
    
    
    
    41,737
    
    
    
    2,532Taxes, other than income taxes
    
    
    17,667
    
    
    
    16,594
    
    
    
    14,855
    
    
    
    14,072
    
    
    
    11,741
    
    
    
    330Gain on property dispositions
    
    
    (194
    )
    
    
    (3,390
    )
    
    
    (954
    )
    
    
    (20,282
    )
    
    
    (9,021
    )
    
    
    Cost of goods sold  services
    
    
    
    
    
    
    590
    
    
    
    2,080
    
    
    
    3,707
    
    
    
    3,048
    
    
    
    90Cost of goods sold  manufacturing
    
    
    141,589
    
    
    
    228,190
    
    
    
    242,309
    
    
    
    189,565
    
    
    
    82,504
    
    
    
    4,838Cost of sales
    
    
    723,860
    
    
    
    873,427
    
    
    
    979,974
    
    
    
    721,789
    
    
    
    602,632
    
    
    
    21,759Selling, general and administrative
expenses
    
    
    66,280
    
    
    
    68,727
    
    
    
    77,536
    
    
    
    70,082
    
    
    
    47,874
    
    
    
    8,227Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    855
    
    
    
    
    
    
    
    
    
    
    
    Total operating expenses
    
    
    790,140
    
    
    
    942,154
    
    
    
    1,058,365
    
    
    
    791,871
    
    
    
    650,506
    
    
    
    29,986Operating income
    
    
    152,412
    
    
    
    108,206
    
    
    
    101,555
    
    
    
    54,156
    
    
    
    55,301
    
    
    
    (5,221
    )Other income
    
    
    3,799
    
    
    
    2,532
    
    
    
    2,279
    
    
    
    1,259
    
    
    
    313
    
    
    
    19Interest expense
    
    
    18,354
    
    
    
    20,578
    
    
    
    26,829
    
    
    
    40,932
    
    
    
    37,923
    
    
    
    805Debt retirement expenses
    
    
    1,437
    
    
    
    23,938
    
    
    
    2,379
    
    
    
    17,659
    
    
    
    8,701
    
    
    
    Income (loss) from continuing operations
before income taxes
    
    
    136,420
    
    
    
    66,222
    
    
    
    74,626
    
    
    
    (3,176
    )
    
    
    8,990
    
    
    
    (6,007
    )Income taxes (benefit)
    
    
    49,822
    
    
    
    21,855
    
    
    
    27,243
    
    
    
    (1,148
    )
    
    
    5,540
    
    
    
    628Net income (loss) before
discontinued operations
    
    
    86,598
    
    
    
    44,367
    
    
    
    47,383
    
    
    
    (2,028
    )
    
    
    3,450
    
    
    
    (6,635
    )Discontinued operations, net of tax (a)
    
    
    5,654
    
    
    
    (6
    )
    
    
    628
    
    
    
    (10,030
    )
    
    
    300
    
    
    
    Net income (loss)
    
    $
    92,252
    
    
    $
    44,361
    
    
    $
    48,011
    
    
    $
    (12,058
    )
    
    $
    3,750
    
    
    $
    (6,635
    )




---



##### 



Predecessor Company
Fiscal Years Ended December 31,
    
    
Successor
Company2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010Statement of Financial Position Data:Cash and cash equivalents
    
    $
    5,113
    
    
    $
    5,021
    
    
    $
    1,217
    
    
    $
    1,198
    
    
    $
    3,707Accounts receivable, net
    
    
    102,228
    
    
    
    114,921
    
    
    
    138,695
    
    
    
    93,295
    
    
    
    97,802Inventory
    
    
    61,504
    
    
    
    70,890
    
    
    
    69,635
    
    
    
    39,070
    
    
    
    50,834Working capital (b)
    
    
    44,251
    
    
    
    70,434
    
    
    
    75,735
    
    
    
    35,097
    
    
    
    59,626Property and equipment, net
    
    
    455,710
    
    
    
    511,832
    
    
    
    554,580
    
    
    
    521,068
    
    
    
    979,655Total assets
    
    
    671,191
    
    
    
    1,067,310
    
    
    
    879,133
    
    
    
    761,241
    
    
    
    1,259,272Long-term debt, including current portion
    
    
    119,500
    
    
    
    439,760
    
    
    
    419,970
    
    
    
    345,533
    
    
    
    385,152Stockholders equity
    
    
    108,007
    
    
    
    172,237
    
    
    
    198,591
    
    
    
    207,941
    
    
    
    428,956
 Predecessor Company
    
    
    PredecessorCompany
Jan. 1. 2010
    
    
    Successor
Company
Dec. 22, 2010Fiscal Years Ended December 31,
    
    
    to
    
    
    to2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    Dec. 21, 2010
    
    
    Dec. 31, 2010Other Data:Net cash provided by operating activities
    
    $
    134,781
    
    
    $
    189,054
    
    
    $
    120,480
    
    
    $
    128,852
    
    
    $
    63,125
    
    
    $
    8,032Net cash used in investing activities
    
    $
    (63,899
    )
    
    $
    (131,291
    )
    
    $
    (104,207
    )
    
    $
    (6,537
    )
    
    $
    (46,948
    )
    
    $
    (1,735
    )Net cash (used in) provided by financing
activities
    
    $
    (79,728
    )
    
    $
    320,253
    
    
    $
    (20,077
    )
    
    $
    (122,334
    )
    
    $
    5,093
    
    
    $
    (25,058
    )EBITDA ( c )
    
    $
    211,811
    
    
    $
    159,758
    
    
    $
    156,567
    
    
    $
    93,575
    
    
    $
    101,164
    
    
    $
    (2,342
    )Capital expenditures
    
    $
    90,042
    
    
    $
    109,315
    
    
    $
    97,892
    
    
    $
    33,226
    
    
    $
    57,798
    
    
    $
    
 Fiscal Years Ended December 31,2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010Towboats (at period end) (d)
    
    
    148
    
    
    
    162
    
    
    
    152
    
    
    
    140
    
    
    
    129Barges (at period end) (d)
    
    
    3,010
    
    
    
    2,828
    
    
    
    2,645
    
    
    
    2,510
    
    
    
    2,411Ton-miles from continuing
operations affreightment
    
    
    41,797,859
    
    
    
    39,271,112
    
    
    
    35,361,326
    
    
    
    34,024,295
    
    
    
    30,962,150Ton-miles from continuing operations
non-affreightment
    
    
    3,317,000
    
    
    
    4,326,404
    
    
    
    4,100,050
    
    
    
    3,077,305
    
    
    
    2,884,304
 a)
    
    In all periods presented the operations of the Dominican Republic, Venezuela and Summit
businesses, on a net of tax basis, have been presented as discontinued operations. The 2009
net of tax loss resulted primarily from the impairment and
subsequent loss on sale of Summit. Included in 2006 is the $4.8 million net of tax gain on
the sale of the Venezuela business.b)
    
    We define working capital as total current assets minus total current liabilities.c)
    
    EBITDA represents net income before interest, income taxes, depreciation and
amortization, as reconciled to net income below. EBITDA provides useful information to
investors about us and our financial condition and results of operations for the following
reasons: (i) it is one of the measures used by our board of directors and management team
to evaluate our operating performance, (ii) it is one of the measures used by our
management team to make day-to-day operating decisions, (iii) certain management
compensation is based upon performance metrics which include EBITDA as a component, (iv) it
is used by securities analysts, investors and other interested parties as common
performance measure to compare results across companies in our industry and (v) covenants
in our debt agreements contain financial ratios based on EBITDA. For these reasons we
believe EBITDA is a useful measure to represent to our investors and other stakeholders.d)
    
    Includes equipment operated by foreign subsidiaries through date of disposal.e)
    
    The following table reconciles net income to EBITDA.
 28




---



##### 



PredecessorCompany
    
    
    Successor CompanyPredecessor Company
    
    
    Jan. 1. 2010
    
    
    Dec. 22, 2010Fiscal Years Ended December 31,
    
    
    to
    
    
    to2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    Dec. 21, 2010
    
    
    Dec. 31, 2010Net income (loss)
    
    $
    92,252
    
    
    $
    44,361
    
    
    $
    48,011
    
    
    $
    (12,058
    )
    
    $
    3,750
    
    
    $
    (6,635
    )Interest income
    
    
    (697
    )
    
    
    (295
    )
    
    
    (194
    )
    
    
    (67
    )
    
    
    (3
    )
    
    
    Interest expense
    
    
    19,791
    
    
    
    44,516
    
    
    
    29,243
    
    
    
    58,621
    
    
    
    46,624
    
    
    
    805Depreciation and Amortization
    
    
    48,806
    
    
    
    49,371
    
    
    
    51,876
    
    
    
    53,838
    
    
    
    45,253
    
    
    
    2,860Income Taxes
    
    
    51,659
    
    
    
    21,805
    
    
    
    27,631
    
    
    
    (6,759
    )
    
    
    5,540
    
    
    
    628EBITDA
    
    $
    211,811
    
    
    $
    159,758
    
    
    $
    156,567
    
    
    $
    93,575
    
    
    $
    101,164
    
    
    $
    (2,342
    )
  
    
    EBITDA does not reflect our current or future cash requirements for capital expenditures;
    
    EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
    
    EBITDA does not reflect the significant interest expense, or the cash requirements
necessary to service interest or principal payments, on our debts;
    
    Although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized will often have to be replaced in the future, and EBITDA does
not reflect any cash requirements for such replacements; and
    
    Other companies in our industry may calculate EBITDA differently than we do, limiting
its usefulness as a comparative measure.
   ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
   INTRODUCTION
  29




---



##### 




    
    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,
2010, compared to the results of operations for the year ended
December 31, 2009, and an analysis of the Companys results of
operations for the year ended December 31, 2009, compared to the
results of operations for the year ended December 31, 2008.
    
    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, 2010, and an analysis of the
Companys cash flows for the years ended December 31, 2010, December
31, 2009 and December 31, 2008. This section also provides
information regarding certain contractual obligations.
    
    Seasonality.This section describes the seasonality of our business.
    
    Changes in Accounting Standards.This section describes certain
changes in accounting and reporting standards applicable to the
Company.
    
    Critical Accounting Policies.This section describes accounting
policies that are considered important to the Companys financial
condition and results of operations, require significant judgment
and require estimates on the part of management in application. The
Companys significant accounting policies, including those
considered to be critical accounting policies, are also summarized
in Note 1 to the accompanying consolidated financial statements.
    
    Quantitative and Qualitative Disclosures about Market Risk.This
section describes our exposure to potential loss arising from
adverse changes in fuel prices, interest rates and foreign currency
exchange rates.
    
    Risk Factors and Caution Concerning Forward-Looking Statements.
This section references important factors that could adversely
affect the operations, business or financial results of the Company
or its business segments and the use of forward-looking information
appearing in this annual report on Form 10-K, including in MD&A and
the consolidated financial statements. Such information is based on
managements current expectations about future events, which are
inherently susceptible to uncertainty and changes in circumstances.
  OVERVIEW
 Our Business
     30




---



##### 



The Industry
 Transportation Industry.
  Transportation Mode Comparison.
    31




---



##### 



Source: U.S. Army Corps of Engineers Waterborne Commerce Statistics Center
 The Manufacturing Industry:
 Consolidated Financial Overview
   32




---



##### 



Year endedDecember 31,2010
    
    
    2009
    
    
    2008Reduction in force charges
    
    $
    (0.5
    )
    
    $
    (3.2
    )
    
    $
    (1.9
    )Houston office closure charges
    
    
    (0.1
    )
    
    
    (3.7
    )
    
    
    Charges for customer bankruptcy
    
    
    
    
    
    
    (0.7
    )
    
    
    (0.5
    )Jeffboat inventory valuation adjustment
    
    
    
    
    
    
    
    
    
    
    Jeffboat contract dispute
    
    
    0.4
    
    
    
    (4.2
    )
    
    
    Jeffboat strike costs
    
    
    (0.4
    )Refinancing cost write-off
    
    
    
    
    
    
    
    
    
    
    (1.5
    )Insurance deductible major spill
    
    
    
    
    
    
    
    
    
    
    (0.9
    )Interest expense
    
    
    (38.7
    )
    
    
    (40.9
    )
    
    
    (26.8
    )Debt retirement expenses
    
    
    (8.7
    )
    
    
    (17.7
    )
    
    
    (2.4
    )Acquired goodwill impairment charge
    
    
    
    
    
    
    
    
    
    
    (0.9
    )Vacation reversal on policy change
    
    
    0.4
    
    
    
    1.6
    
    
    
    Asset management (gains, impairment,
scrapping)
    
    
    14.3
    
    
    
    20.1
    
    
    
    12.6Pension reversal/ (buy-out)
    
    
    
    
    
    
    
    
    
    
    2.1Acquisition costs
    
    
    (14.0
    )
    
    
    
    
    
    
    All other operating results
    
    $
    50.3
    
    
    $
    45.5
    
    
    $
    94.8(Loss) income from continuing
operations before income tax and
discontinued operations
    
    $
    3.0
    
    
    $
    (3.2
    )
    
    $
    74.6Income taxes (benefit)
    
    
    6.2
    
    
    
    (1.1
    )
    
    
    27.2Net (loss) income before discontinued
operations
    
    $
    (3.2
    )
    
    $
    (2.1
    )
    
    $
    47.4Discontinued operations, net of tax
    
    $
    0.3
    
    
    $
    (10.0
    )
    
    $
    0.6Net (loss) income
    
    $
    (2.9
    )
    
    $
    (12.1
    )
    
    $
    48.0
 Note: Columns may not foot due to rounding
 Year ended December 31, 2010 compared to December 31, 2009
      33




---



##### 



Year ended December 31, 2009 compared to December 31, 2008
       34




---



##### 



Segment overview
  Transportation
 Year ended December 31, 2010 compared to December 31, 2009
        35




---



##### 



Year Ended
    
    
    % Change to
    
    
    Year Ended
    
    
    % Change to
    
    
    Year EndedDecember 31, 2010
    
    
    2009
    
    
    December 31, 2009
    
    
    2008
    
    
    December 31, 2008Ton-miles (000s):Total dry
    
    
    28,883,577
    
    
    
    (10.4
    %)
    
    
    32,220,773
    
    
    
    (0.9
    %)
    
    
    32,509,103Total liquid
    
    
    2,078,573
    
    
    
    15.3
    %
    
    
    1,803,522
    
    
    
    (36.8
    %)
    
    
    2,852,223Total affreightment ton-miles
    
    
    30,962,150
    
    
    
    (9.0
    %)
    
    
    34,024,295
    
    
    
    (3.8
    %)
    
    
    35,361,326Total non-affreightment ton-miles
    
    
    2,884,304
    
    
    
    (6.3
    %)
    
    
    3,077,305
    
    
    
    (24.9
    %)
    
    
    4,100,050Total ton-miles
    
    
    33,846,454
    
    
    
    (8.8
    %)
    
    
    37,101,600
    
    
    
    (6.0
    %)
    
    
    39,461,376Average ton-miles per affreightment barge
    
    
    13,325
    
    
    
    (5.0
    %)
    
    
    14,032
    
    
    
    1.6
    %
    
    
    13,817Rates per ton mile:Dry rate per ton-mile
    
    
    
    
    
    
    15.1
    %
    
    
    
    
    
    
    (28.7
    %)Fuel neutral dry rate per ton-mile
    
    
    
    
    
    
    12.1
    %
    
    
    
    
    
    
    (21.9
    %)Liquid rate per ton-mile
    
    
    
    
    
    
    1.5
    %
    
    
    
    
    
    
    (19.4
    %)Fuel neutral liquid rate per-ton mile
    
    
    
    
    
    
    (3.5
    %)
    
    
    
    
    
    
    (2.0
    %)Overall rate per ton-mile
    
    $
    14.84
    
    
    
    15.3
    %
    
    $
    12.87
    
    
    
    (30.0
    %)
    
    $
    18.38Overall fuel neutral rate per ton-mile
    
    $
    14.41
    
    
    
    11.9
    %
    
    $
    14.30
    
    
    
    (22.2
    %)
    
    $
    16.46Revenue per average barge operated
    
    $
    257,078
    
    
    
    6.7
    %
    
    $
    240,830
    
    
    
    (26.5
    %)
    
    $
    327,830Fuel price and volume data:Fuel price
    
    $
    2.19
    
    
    
    12.4
    %
    
    $
    1.95
    
    
    
    (38.6
    %)
    
    $
    3.17Fuel gallons
    
    
    55,305
    
    
    
    (12.2
    %)
    
    
    63,007
    
    
    
    (12.1
    %)
    
    
    71,704Revenue data (in thousands):Affreightment revenue
    
    $
    458,572
    
    
    
    4.8
    %
    
    $
    437,643
    
    
    
    (32.6
    %)
    
    $
    649,212Towing
    
    
    35,867
    
    
    
    (12.7
    %)
    
    
    41,097
    
    
    
    (49.7
    %)
    
    
    81,629Charter and day rate
    
    
    65,549
    
    
    
    0.7
    %
    
    
    65,121
    
    
    
    (15.4
    %)
    
    
    76,977Demurrage
    
    
    41,370
    
    
    
    (11.4
    %)
    
    
    46,710
    
    
    
    (5.8
    %)
    
    
    49,579Other
    
    
    31,310
    
    
    
    3.4
    %
    
    
    30,289
    
    
    
    (24.0
    %)
    
    
    39,875Total non-affreightment revenue
    
    
    174,096
    
    
    
    (5.0
    %)
    
    
    183,217
    
    
    
    (26.1
    %)
    
    
    248,060Total transportation segment revenue
    
    $
    632,668
    
    
    
    1.9
    %
    
    $
    620,860
    
    
    
    (30.8
    %)
    
    $
    897,272
  Barge Fleet Changes
 Current Quarter
    
    Dry
    
    
    Tankers
    
    
    TotalBarges operated as of the end of the 3rd qtr of 2010
    
    
    2,083
    
    
    
    326
    
    
    
    2,409Retired (includes reactivations)
    
    
    (21
    )
    
    
    (1
    )
    
    
    (22
    )New builds
    
    
    25
    
    
    
    
    
    
    
    25Purchased
    
    
    
    
    
    
    
    
    
    
    Change in number of barges leased
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )Barges operated as of the end of the 4th qtr of 2010
    
    
    2,086
    
    
    
    325
    
    
    
    2,411
 Barges - Last three years
    
    Dry
    
    
    Tankers
    
    
    TotalBarges operated as of the end of 2007
    
    
    2,440
    
    
    
    388
    
    
    
    2,828Retired
    
    
    (123
    )
    
    
    (8
    )
    
    
    (131
    )New builds
    
    
    
    
    
    
    11
    
    
    
    11Purchased
    
    
    16
    
    
    
    
    
    
    
    16Change in number of barges leased
    
    
    (79
    )
    
    
    
    
    
    
    (79
    )Barges operated as of the end of 2008
    
    
    2,254
    
    
    
    391
    
    
    
    2,645Retired
    
    
    (95
    )
    
    
    (36
    )
    
    
    (131
    )New builds
    
    
    
    
    
    
    13
    
    
    
    13Purchased
    
    
    1
    
    
    
    2
    
    
    
    3Change in number of barges leased
    
    
    (11
    )
    
    
    (9
    )
    
    
    (20
    )Barges operated as of the end of 2009
    
    
    2,149
    
    
    
    361
    
    
    
    2,510Retired
    
    
    (127
    )
    
    
    (36
    )
    
    
    (163
    )New builds
    
    
    75
    
    
    
    
    
    
    
    75Purchased
    
    
    
    
    
    
    6
    
    
    
    6Change in number of barges leased
    
    
    (11
    )
    
    
    (6
    )
    
    
    (17
    )Barges operated as of the end of 2010
    
    
    2,086
    
    
    
    325
    
    
    
    2,411
  36




---



##### 



Owned Boat Counts and Average Age by Horsepower Class
 Horsepower Class
    
    Number
    
    
    Average Age1950 or less
    
    
    36
    
    
    
    32.6Less than 4300
    
    
    21
    
    
    
    35.0Less than 6200
    
    
    43
    
    
    
    36.07000 or over
    
    
    11
    
    
    
    32.2Total/overall age
    
    
    111
    
    
    
    34.3
  Manufacturing
   Manufacturing segment units produced for sale or internal use:
 Years ended December 31,2010
    
    
    2009
    
    
    2008External sales:Liquid tank barges
    
    
    7
    
    
    
    43
    
    
    
    53Ocean tank barges
    
    
    2
    
    
    
    4
    
    
    
    4Deck barges
    
    
    34Hybrid barges
    
    
    
    
    
    
    
    
    
    
    10Dry cargo barges
    
    
    97
    
    
    
    130
    
    
    
    191Total external units sold
    
    
    140
    
    
    
    177
    
    
    
    258Internal sales:Liquid tank barges
    
    
    
    
    
    
    13
    
    
    
    11Dry cargo barges
    
    
    75
    
    
    
    
    
    
    
    Total units into production
    
    
    75
    
    
    
    13
    
    
    
    11Total units produced
    
    
    215
    
    
    
    190
    
    
    
    269
 Year ended December 31, 2009 compared to December 31, 2008
  37




---



##### 



Transportation Segment Comparative Revenue Commodity Mix (Adjusted for Fuel)
 
     Manufacturing
   38




---



##### 



Consolidated Financial Overview  Non-GAAP Financial Measure Reconciliation
 NET INCOME TO EBITDA RECONCILIATION
 Year Ended December 31,2010
    
    
    2009
    
    
    2008(Dollars in thousands)(Unaudited)Net (loss) income from continuing operations
    
    $
    (3,185
    )
    
    $
    (2,028
    )
    
    $
    47,383Discontinued operations, net of income taxes
    
    
    300
    
    
    
    (10,030
    )
    
    
    628Consolidated net (loss) income
    
    $
    (2,885
    )
    
    $
    (12,058
    )
    
    $
    48,011Adjustments from continuing operations:Interest income
    
    
    (3
    )
    
    
    (66
    )
    
    
    (148
    )Interest expense
    
    
    38,728
    
    
    
    40,932
    
    
    
    26,829Debt retirement expenses
    
    
    8,701
    
    
    
    17,659
    
    
    
    2,379Depreciation and amortization
    
    
    48,113
    
    
    
    52,475
    
    
    
    50,446Taxes
    
    
    6,168
    
    
    
    (1,148
    )
    
    
    27,243Adjustments from discontinued operations:Interest income
    
    
    
    
    
    
    (1
    )
    
    
    (46
    )Interest expense
    
    
    
    
    
    
    30
    
    
    
    35Depreciation and amortization
    
    
    
    
    
    
    1,363
    
    
    
    1,430Taxes
    
    
    
    
    
    
    (5,611
    )
    
    
    388EBITDA from continuing operations
    
    
    98,522
    
    
    
    107,824
    
    
    
    154,132EBITDA from discontinued operations
    
    
    300
    
    
    
    (14,249
    )
    
    
    2,435Consolidated EBITDA
    
    $
    98,822
    
    
    $
    93,575
    
    
    $
    156,567Selected segment EBITDA calculations:Transportation net (loss) income
    
    $
    (3,349
    )
    
    $
    (24,761
    )
    
    $
    38,015Interest income
    
    
    (2
    )
    
    
    (66
    )
    
    
    (145
    )Interest expense
    
    
    38,728
    
    
    
    40,932
    
    
    
    26,788Debt retirement expenses
    
    
    8,701
    
    
    
    17,659
    
    
    
    2,379Depreciation and amortization
    
    
    44,269
    
    
    
    48,615
    
    
    
    47,255Taxes
    
    
    6,168
    
    
    
    (1,148
    )
    
    
    27,114Transportation EBITDA
    
    $
    94,515
    
    
    $
    81,231
    
    
    $
    141,406Manufacturing net (loss) income
    
    $
    (164
    )
    
    $
    21,582
    
    
    $
    16,577Depreciation and amortization
    
    
    3,566
    
    
    
    3,524
    
    
    
    2,858Total Manufacturing EBITDA
    
    
    3,402
    
    
    
    25,106
    
    
    
    19,435Intersegment profit
    
    
    
    
    
    
    
    
    
    
    (6,839
    )External Manufacturing EBITDA
    
    $
    3,402
    
    
    $
    25,106
    
    
    $
    12,596
   39




---



##### 



Outlook
        Leading Market Positions.
 Proven Ability to Manage Cash Flow.
 40




---



##### 



Management Expertise.
 Strong Customer Base.
 Favorable Industry Fundamentals.
 Favorable Regulatory Environment.
 Low-Cost and Flexible Sourcing.
  Productivity and Cost Control.
 41




---



##### 



Focus on Cash Flow Generation and Prudent Capital Investment.
 High Quality Business Portfolio.
 Safety and Environmental Stewardship.
 42




---



##### 



COMMERCIAL
BARGE LINE COMPANY OPERATING RESULTS by BUSINESS SEGMENT
Year Ended Dec. 31, 2010 as compared with Year Ended Dec. 31, 2009
(Dollars in thousands except where noted)
(Unaudited)
 % of ConsolidatedRevenueYear Ended Dec. 31,
    
    
    
    
    
    
    Year Ended2010
    
    
    2009
    
    
    Variance
    
    
    2010
    
    
    2009REVENUETransportation and Services
    
    $
    640,532
    
    
    $
    630,481
    
    
    $
    10,051
    
    
    
    87.7
    %
    
    
    74.5
    %Manufacturing (external and internal)
    
    
    122,627
    
    
    
    239,885
    
    
    
    (117,258
    )
    
    
    16.8
    %
    
    
    28.4
    %Intersegment manufacturing elimination
    
    
    (32,587
    )
    
    
    (24,339
    )
    
    
    (8,248
    )
    
    
    (4.5
    %)
    
    
    (2.9
    %)Consolidated Revenue
    
    
    730,572
    
    
    
    846,027
    
    
    
    (115,455
    )
    
    
    100.0
    %
    
    
    100.0
    %OPERATING EXPENSETransportation and Services
    
    
    590,418
    
    
    
    597,727
    
    
    
    (7,309
    )Manufacturing (external and internal)
    
    
    122,661
    
    
    
    218,483
    
    
    
    (95,822
    )Intersegment manufacturing elimination
    
    
    (32,587
    )
    
    
    (24,339
    )
    
    
    (8,248
    )Consolidated Operating Expense
    
    
    680,492
    
    
    
    791,871
    
    
    
    (111,379
    )
    
    
    93.1
    %
    
    
    93.6
    %OPERATING INCOME (LOSS)Transportation and Services
    
    
    50,114
    
    
    
    32,754
    
    
    
    17,360Manufacturing (external and internal)
    
    
    (34
    )
    
    
    21,402
    
    
    
    (21,436
    )Intersegment manufacturing elimination
    
    
    
    
    
    
    
    
    
    
    Consolidated Operating Income
    
    
    50,080
    
    
    
    54,156
    
    
    
    (4,076
    )
    
    
    6.9
    %
    
    
    6.4
    %Interest Expense
    
    
    38,728
    
    
    
    40,932
    
    
    
    (2,204
    )Debt Retirement Expenses
    
    
    8,701
    
    
    
    17,659
    
    
    
    (8,958
    )Other Expense (Income)
    
    
    (332
    )
    
    
    (1,259
    )
    
    
    927Income Before Income Taxes
    
    
    2,983
    
    
    
    (3,176
    )
    
    
    6,159Income Taxes (Benefit)
    
    
    6,168
    
    
    
    (1,148
    )
    
    
    7,316Discontinued Operations
    
    
    300
    
    
    
    (10,030
    )
    
    
    10,330Net (Loss) Income
    
    $
    (2,885
    )
    
    $
    (12,058
    )
    
    $
    9,173Domestic Barges Operated (average of
period beginning and end)
    
    
    2,461
    
    
    
    2,578
    
    
    
    (117
    )Revenue per Barge Operated (Actual)
    
    $
    257,077
    
    
    $
    240,830
    
    
    $
    16,247
 RESULTS OF OPERATIONS
 Year ended December 31, 2010 compared to Year ended December 31, 2009
 Revenue.
  43




---



##### 



Operating Expense.
    Operating Income.
   Interest Expense.
 Debt Retirement Expense.
 Income Tax Expense.
 Discontinued Operations, Net of Taxes.
 Net Loss.
 44




---



##### 



COMMERCIAL
BARGE LINE COMPANY OPERATING RESULTS by BUSINESS SEGMENT
Year Ended Dec. 31, 2009 as compared with Year Ended Dec. 31, 2008
(Dollars in thousands except where noted)
(Unaudited)
 % of ConsolidatedRevenueYear Ended Dec. 31,
    
    
    
    
    
    
    Year Ended2009
    
    
    2008
    
    
    Variance
    
    
    2009
    
    
    2008REVENUETransportation and Services
    
    $
    630,481
    
    
    $
    905,126
    
    
    $
    (274,645
    )
    
    
    74.5
    %
    
    
    78.0
    %Manufacturing (external and internal)
    
    
    239,885
    
    
    
    284,274
    
    
    
    (44,389
    )
    
    
    28.4
    %
    
    
    24.5
    %Intersegment manufacturing elimination
    
    
    (24,339
    )
    
    
    (29,480
    )
    
    
    5,141
    
    
    
    (2.9
    %)
    
    
    (2.5
    %)Consolidated Revenue
    
    
    846,027
    
    
    
    1,159,920
    
    
    
    (313,893
    )
    
    
    100.0
    %
    
    
    100.0
    %OPERATING EXPENSETransportation and Services
    
    
    597,727
    
    
    
    813,258
    
    
    
    (215,531
    )Manufacturing (external and internal)
    
    
    218,483
    
    
    
    267,748
    
    
    
    (49,265
    )Intersegment manufacturing elimination
    
    
    (24,339
    )
    
    
    (22,641
    )
    
    
    (1,698
    )Consolidated Operating Expense
    
    
    791,871
    
    
    
    1,058,365
    
    
    
    (266,494
    )
    
    
    93.6
    %
    
    
    91.2
    %OPERATING INCOMETransportation and Services
    
    
    32,754
    
    
    
    91,868
    
    
    
    (59,114
    )Manufacturing (external and internal)
    
    
    21,402
    
    
    
    16,526
    
    
    
    4,876Intersegment manufacturing elimination
    
    
    
    
    
    
    (6,839
    )
    
    
    6,839Consolidated Operating Income
    
    
    54,156
    
    
    
    101,555
    
    
    
    (47,399
    )
    
    
    6.4
    %
    
    
    8.8
    %Interest Expense
    
    
    40,932
    
    
    
    26,829
    
    
    
    14,103Debt Retirement Expenses
    
    
    17,659
    
    
    
    2,379
    
    
    
    15,280Other Expense (Income)
    
    
    (1,259
    )
    
    
    (2,279
    )
    
    
    1,020(Loss) Income Before Income Taxes
    
    
    (3,176
    )
    
    
    74,626
    
    
    
    (77,802
    )Income Taxes (Benefit)
    
    
    (1,148
    )
    
    
    27,243
    
    
    
    (28,391
    )Discontinued Operations
    
    
    (10,030
    )
    
    
    628
    
    
    
    (10,658
    )Net (Loss) Income
    
    $
    (12,058
    )
    
    $
    48,011
    
    
    $
    (60,069
    )Domestic Barges Operated (average of
period beginning and end)
    
    
    2,578
    
    
    
    2,737
    
    
    
    (159
    )Revenue per Barge Operated (Actual)
    
    $
    240,830
    
    
    $
    327,830
    
    
    $
    (87,000
    )
 RESULTS OF OPERATIONS
 Year ended December 31, 2009 compared to Year ended December 31, 2008
 Revenue.
  45




---



##### 



Operating Expense.
    Operating Income.
   46




---



##### 



Interest Expense.
 Debt Retirement Expense.
 Income Tax Expense.
 Discontinued Operations, Net of Taxes.
 Net (Loss) Income.
 LIQUIDITY AND CAPITAL RESOURCES
      47




---



##### 



Our Indebtedness
  Net Cash, Capital Expenditures and Cash Flow
    48




---



##### 



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)2017 Senior Notes
    
    $
    375.0
    
    
    $
    25.0
    
    
    $
    25.0
    
    
    $
    75.0
    
    
    $
    250.0Revolving credit facility
    
    
    165.0
    
    
    
    4.9
    
    
    
    4.9
    
    
    
    155.2
    
    
    
    Operating
lease obligations (2)
    
    
    131.4
    
    
    
    23.4
    
    
    
    18.0
    
    
    
    37.1
    
    
    
    52.9Total contractual cash obligations
    
    $
    671.4
    
    
    $
    53.3
    
    
    $
    47.9
    
    
    $
    267.3
    
    
    $
    302.9Estimated
interest on contactual debt obligations (3)
    
    $
    222.8
    
    
    $
    31.5
    
    
    $
    31.5
    
    
    $
    84.8
    
    
    $
    75.0
 
 (1)
    
    Represents the principal and interest amounts due on outstanding debt obligations, current
and long term as of December 31, 2010.(2)
    
    Represents the minimum lease rental payments under non-cancelable leases, primarily for vessels and land.(3)
    
    Interest expense calculation begins on January 1, 2011 and ends on the respective maturity dates.  Principal atDecember 31,
    
    
    Period
    
    
    InterestObligation
    
    2010
    
    
    From
    
    
    To
    
    
    Rate2017 Senior Notes
    
    $
    200.0
    
    
    
    1/1/2010
    
    
    
    7/15/2017
    
    
    
    12.50
    %Revolving credit facility
    
    $
    150.3
    
    
    
    1/1/2010
    
    
    
    7/7/2013
    
    
    
    3.26
    %
  SEASONALITY
  CHANGES IN ACCOUNTING STANDARDS
    49




---



##### 



CRITICAL ACCOUNTING POLICIES
   Revenue Recognition
         50




---



##### 



Inventory
  Expense Estimates for Harbor and Towing Service Charges
  Insurance Claim Loss Deductibles
  Employee Benefit Plans
    Impairment of Long-Lived Assets and Intangibles
  51




---



##### 



Impairment of Acquired Goodwill
  Assets and Asset Capitalization Policies
    ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  Fuel Price Risk
  52




---



##### 



Interest Rate and Other Risks
  Foreign Currency Exchange Rate Risks
  53




---



##### 



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 Managements Report on Internal Control over Financial Reporting
     /s/ Michael P. Ryan
    
    /s/ Thomas R. PilholskiMichael P. Ryan
    
    Thomas R. PilholskiPresident and Chief Executive Officer
    
    Senior Vice President and Chief
Financial Officer
 54




---



##### 



Report of Independent Registered Public Accounting Firm
     
 55




---



##### 



COMMERCIAL BARGE LINE COMPANY
 CONSOLIDATED STATEMENTS OF OPERATIONS
 PredecessorSuccessor Company
    
    
    Company
    
    
    Predecessor CompanyDecember 22 to
    
    
    January 1 to
    
    
    Years Ended December 31,December 31, 2010
    
    
    December 21, 2010
    
    
    2009
    
    
    2008(In thousands)
    
    
    (In thousands)RevenuesTransportation and Services
    
    $
    19,779
    
    
    $
    620,753
    
    
    $
    630,481
    
    
    $
    905,126Manufacturing
    
    
    4,986
    
    
    
    85,054
    
    
    
    215,546
    
    
    
    254,794Revenues
    
    
    24,765
    
    
    
    705,807
    
    
    
    846,027
    
    
    
    1,159,920Cost of SalesTransportation and Services
    
    
    16,921
    
    
    
    520,128
    
    
    
    532,224
    
    
    
    737,665Manufacturing
    
    
    4,838
    
    
    
    82,504
    
    
    
    189,565
    
    
    
    242,309Cost of Sales
    
    
    21,759
    
    
    
    602,632
    
    
    
    721,789
    
    
    
    979,974Gross Profit
    
    
    3,006
    
    
    
    103,175
    
    
    
    124,238
    
    
    
    179,946Selling, General and Administrative Expenses
    
    
    8,227
    
    
    
    47,874
    
    
    
    70,082
    
    
    
    77,536Goodwill Impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    855Operating
Income (Loss)
    
    
    (5,221
    )
    
    
    55,301
    
    
    
    54,156
    
    
    
    101,555Other Expense (Income)Interest Expense
    
    
    805
    
    
    
    37,923
    
    
    
    40,932
    
    
    
    26,829Debt Retirement Expenses
    
    
    
    
    
    
    8,701
    
    
    
    17,659
    
    
    
    2,379Other, Net
    
    
    (19
    )
    
    
    (313
    )
    
    
    (1,259
    )
    
    
    (2,279
    )Other Expenses
    
    
    786
    
    
    
    46,311
    
    
    
    57,332
    
    
    
    26,929Income (Loss) from Continuing OperationsBefore Taxes
    
    
    (6,007
    )
    
    
    8,990
    
    
    
    (3,176
    )
    
    
    74,626Income Taxes (Benefit)
    
    
    628
    
    
    
    5,540
    
    
    
    (1,148
    )
    
    
    27,243Income (Loss) from Continuing Operations
    
    
    (6,635
    )
    
    
    3,450
    
    
    
    (2,028
    )
    
    
    47,383Discontinued Operations, Net of Tax
    
    
    
    
    
    
    300
    
    
    
    (10,030
    )
    
    
    628Net Income (Loss)
    
    $
    (6,635
    )
    
    $
    3,750
    
    
    $
    (12,058
    )
    
    $
    48,011
  56




---



##### 



CONSOLIDATED BALANCE SHEETS
 Successor CompanyDecember 31,
    
    
    PredecessorCompanyDecember 31,2010
    
    
    2009(In thousands)ASSETSCurrent AssetsCash and Cash Equivalents
    
    $
    3,707
    
    
    $
    1,198Accounts Receivable, Net
    
    
    97,802
    
    
    
    93,295Inventory
    
    
    50,834
    
    
    
    39,070Deferred Tax Asset
    
    
    10,072
    
    
    
    3,791Assets Held for Sale
    
    
    2,133
    
    
    
    3,531Prepaid and Other Current Assets
    
    
    32,075
    
    
    
    23,879Total Current Assets
    
    
    196,623
    
    
    
    164,764Properties, Net
    
    
    979,655
    
    
    
    521,068Investment in Equity Investees
    
    
    5,743
    
    
    
    4,522Accounts Receivable, Intercompany
    
    
    3,116
    
    
    
    37,351Other Assets
    
    
    53,665
    
    
    
    27,539Goodwill
    
    
    20,470
    
    
    
    5,997Total Assets
    
    $
    1,259,272
    
    
    $
    761,241LIABILITIESCurrent LiabilitiesAccounts Payable
    
    $
    44,782
    
    
    $
    34,163Accrued Payroll and Fringe Benefits
    
    
    27,992
    
    
    
    18,283Deferred Revenue
    
    
    14,132
    
    
    
    13,928Accrued Claims and Insurance Premiums
    
    
    12,114
    
    
    
    16,947Accrued Interest
    
    
    11,667
    
    
    
    13,098Current Portion of Long Term Debt
    
    
    
    
    
    
    114Customer Deposits
    
    
    500
    
    
    
    1,309Other Liabilities
    
    
    25,810
    
    
    
    31,825Total Current Liabilities
    
    
    136,997
    
    
    
    129,667Long Term Debt
    
    
    385,152
    
    
    
    345,419Pension and Post Retirement Liabilities
    
    
    38,615
    
    
    
    31,514Deferred Tax Liability
    
    
    208,651
    
    
    
    40,133Other Long Term Liabilities
    
    
    60,901
    
    
    
    6,567Total Liabilities
    
    
    830,316
    
    
    
    553,300SHAREHOLDERS EQUITYOther Capital
    
    
    435,487
    
    
    
    23,668Retained Earnings (Deficit)
    
    
    (6,635
    )
    
    
    183,862Accumulated Other Comprehensive Income
    
    
    104
    
    
    
    411Total Shareholders Equity
    
    
    428,956
    
    
    
    207,941Total Liabilities and Shareholders Equity
    
    $
    1,259,272
    
    
    $
    761,241
  57




---



##### 



CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
 OtherOther
    
    
    Retained
    
    
    ComprehensiveCapital
    
    
    Earnings (Deficit)
    
    
    Income (Loss)
    
    
    Total(In thousands)PredecessorBalance at December 31, 2007
    
    $
    17,192
    
    
    $
    148,426
    
    
    $
    6,590
    
    
    $
    172,208Excess Tax Benefit
    
    
    3,455
    
    
    
    
    
    
    
    
    
    
    
    3,455Comprehensive Income:Net Income
    
    
    
    
    
    
    48,011
    
    
    
    
    
    
    
    48,011Pension year end date change (Net of Tax Benefit)
    
    
    
    
    
    
    (517
    )
    
    
    
    
    
    
    (517
    )Net Loss on Fuel Swaps Designated as Cash Flow Hedging Instruments
    
    
    
    
    
    
    
    
    
    
    (7,496
    )
    
    
    (7,496
    )Pension Liability (Net of Tax Benefit)
    
    
    
    
    
    
    
    
    
    
    (17,070
    )
    
    
    (17,070
    )Total Comprehensive Income (Loss)
    
    $
    
    
    
    $
    47,494
    
    
    $
    (24,566
    )
    
    $
    22,928Balance at December 31, 2008
    
    $
    20,647
    
    
    $
    195,920
    
    
    $
    (17,976
    )
    
    $
    198,591Excess Tax Benefit
    
    
    (2,170
    )
    
    
    
    
    
    
    
    
    
    
    (2,170
    )Additional Investment in Summit
    
    
    5,191
    
    
    
    
    
    
    
    
    
    
    
    5,191Comprehensive Income:Net Loss
    
    
    
    
    
    
    (12,058
    )
    
    
    
    
    
    
    (12,058
    )Net Gain on Fuel Swaps Designated as Cash Flow Hedging Instruments
    
    
    
    
    
    
    
    
    
    
    9,774
    
    
    
    9,774Pension Liability (Net of Tax Expense)
    
    
    
    
    
    
    
    
    
    
    8,613
    
    
    
    8,613Total Comprehensive Income (Loss)
    
    $
    
    
    
    $
    (12,058
    )
    
    $
    18,387
    
    
    $
    6,329Balance at December 31, 2009
    
    $
    23,668
    
    
    $
    183,862
    
    
    $
    411
    
    
    $
    207,941Excess Tax Benefit
    
    
    (15
    )
    
    
    
    
    
    
    
    
    
    
    (15
    )Comprehensive Income:Net Income
    
    
    
    
    
    
    3,750
    
    
    
    
    
    
    
    3,750Net Loss on Fuel Swaps Designated as Cash Flow Hedging Instruments
    
    
    
    
    
    
    
    
    
    
    (949
    )
    
    
    (949
    )Pension Liability (Net of Tax Expense)
    
    
    
    
    
    
    
    
    
    
    (1,368
    )
    
    
    (1,368
    )Total Comprehensive Income (Loss)
    
    $
    
    
    
    $
    3,750
    
    
    $
    (2,317
    )
    
    $
    1,432Balance at December 21, 2010
    
    $
    23,653
    
    
    $
    187,612
    
    
    $
    (1,906
    )
    
    $
    209,358SuccessorBalance at December 22,2010
    
    $
    432,561
    
    
    $
    
    
    
    $
    
    
    
    $
    432,561Excess Tax Benefit of Sharebased Compensation
    
    
    2,926
    
    
    
    
    
    
    
    
    
    
    
    2,926Comprehensive Income:Net Loss
    
    
    
    
    
    
    (6,635
    )
    
    
    
    
    
    
    (6,635
    )Net Gain on Fuel Swaps Designated as Cash Flow Hedging Instruments
    
    
    
    
    
    
    
    
    
    
    104
    
    
    
    104Total Comprehensive Income (Loss)
    
    $
    
    
    
    $
    (6,635
    )
    
    $
    104
    
    
    $
    (6,531
    )Balance at December 31, 2010
    
    $
    435,487
    
    
    $
    (6,635
    )
    
    $
    104
    
    
    $
    428,956
  58




---



##### 



CONSOLIDATED STATEMENTS OF CASH FLOWS
 Successor
    
    
    PredecessorCompany
    
    
    Company
    
    
    Predecessor CompanyDecember 22 to
    
    
    January 1 to
    
    
    Years Ended December 31,December 31, 2010
    
    
    December 21, 2010
    
    
    2009
    
    
    2008(In thousands)
    
    
    (In thousands)OPERATING ACTIVITIESNet Income(Loss)
    
    $
    (6,635
    )
    
    $
    3,750
    
    
    $
    (12,058
    )
    
    $
    48,011Adjustments to Reconcile Net Income(Loss) to Net CashProvided by Operating Activities:Depreciation and Amortization
    
    
    2,860
    
    
    
    45,253
    
    
    
    53,838
    
    
    
    51,876Debt Retirement Costs
    
    
    
    
    
    
    8,701
    
    
    
    17,659
    
    
    
    2,379Debt Issuance Cost Amortization
    
    
    (76
    )
    
    
    5,162
    
    
    
    7,145
    
    
    
    2,625Deferred Taxes
    
    
    (1,600
    )
    
    
    27,644
    
    
    
    (2,184
    )
    
    
    19,337Impairment and Loss on Sale of Summit Contracting
    
    
    
    
    
    
    
    
    
    
    11,853
    
    
    
    Gain on Property Dispositions
    
    
    
    
    
    
    (9,019
    )
    
    
    (20,264
    )
    
    
    (641
    )Share-Based Compensation
    
    
    41
    
    
    
    7,423
    
    
    
    8,164
    
    
    
    9,284Other Operating Activities
    
    
    59
    
    
    
    7,168
    
    
    
    3,885
    
    
    
    2,158Changes in Operating Assets and Liabilities:Accounts Receivable
    
    
    1,661
    
    
    
    (8,896
    )
    
    
    34,001
    
    
    
    (18,320
    )Inventory
    
    
    1,802
    
    
    
    (9,850
    )
    
    
    31,854
    
    
    
    4,013Other Current Assets
    
    
    5,070
    
    
    
    (20,267
    )
    
    
    18,025
    
    
    
    (16,165
    )Accounts Payable
    
    
    2,593
    
    
    
    10,759
    
    
    
    (19,890
    )
    
    
    3,001Accrued Interest
    
    
    881
    
    
    
    (2,246
    )
    
    
    11,860
    
    
    
    (461
    )Other Current Liabilities
    
    
    1,376
    
    
    
    (2,457
    )
    
    
    (15,036
    )
    
    
    13,383Net Cash Provided by Operating Activities
    
    
    8,032
    
    
    
    63,125
    
    
    
    128,852
    
    
    
    120,480INVESTING ACTIVITIESProperty Additions
    
    
    
    
    
    
    (57,798
    )
    
    
    (33,226
    )
    
    
    (97,892
    )Proceeds from Sale of Summit Contracting
    
    
    
    
    
    
    
    
    
    
    2,750
    
    
    
    Investment in Summit Contracting
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,462
    )Proceeds from government Grants
    
    
    
    
    
    
    2,552
    
    
    
    
    
    
    
    Proceeds from Property Dispositions
    
    
    
    
    
    
    7,337
    
    
    
    28,384
    
    
    
    4,031Other Investing Activities
    
    
    (1,735
    )
    
    
    961
    
    
    
    (4,445
    )
    
    
    (1,884
    )Net Cash Used in Investing Activities
    
    
    (1,735
    )
    
    
    (46,948
    )
    
    
    (6,537
    )
    
    
    (104,207
    )FINANCING ACTIVITIESRevolving Credit Facility Borrowings
    
    
    
    
    
    
    169,204
    
    
    
    154,518
    
    
    
    Revolving Credit Facility Repayments
    
    
    (18,894
    )
    
    
    (154,518
    )
    
    
    (418,550
    )
    
    
    (20,450
    )2017 Senior Note Borrowings
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    Discount on 2017 Senior Notes
    
    
    
    
    
    
    
    
    
    
    (9,638
    )
    
    
    Bank Overdrafts on Operating Accounts
    
    
    (9,090
    )
    
    
    6,356
    
    
    
    (6,479
    )
    
    
    1,806Debt Issuance/Refinancing Costs
    
    
    
    
    
    
    (15,402
    )
    
    
    (40,547
    )
    
    
    (4,888
    )Tax (Expense) Benefit of Share Based Compensation
    
    
    2,926
    
    
    
    (15
    )
    
    
    (2,170
    )
    
    
    3,455Other Financing Activities
    
    
    
    
    
    
    (532
    )
    
    
    532
    
    
    
    Net Cash Provided by (Used in) Financing Activities
    
    
    (25,058
    )
    
    
    5,093
    
    
    
    (122,334
    )
    
    
    (20,077
    )Net Increase(Decrease) in Cash and Cash Equivalents
    
    
    (18,761
    )
    
    
    21,270
    
    
    
    (19
    )
    
    
    (3,804
    )Cash and Cash Equivalents at Beginning of Period
    
    
    22,468
    
    
    
    1,198
    
    
    
    1,217
    
    
    
    5,021Cash and Cash Equivalents at End of Period
    
    $
    3,707
    
    
    $
    22,468
    
    
    $
    1,198
    
    
    $
    1,217Supplemental Cash Flow Information:Interest Paid
    
    $
    
    
    
    $
    32,852
    
    
    $
    21,155
    
    
    $
    24,162Tax (Refunds Received) Paid  Net
    
    
    
    
    
    
    (4,859
    )
    
    
    (1,689
    )
    
    
    3,933
  59




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
 NOTE 1. ACCOUNTING POLICIES
 REPORTING ENTITY
     PRINCIPLES OF CONSOLIDATION
   USE OF ESTIMATES
  CASH AND CASH EQUIVALENTS
  60




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 ACCOUNTS RECEIVABLE
  December 31,
    
    
    December 31,2010
    
    
    2009Accounts Receivable
    
    $
    97,802
    
    
    $
    98,477Allowance for Doubtful Accounts
    
    
    
    
    
    
    (5,182
    )$
    97,802
    
    
    $
    93,295
  INVENTORY
  December 31,
    
    
    December 31,2010
    
    
    2009Raw Materials
    
    $
    19,255
    
    
    $
    5,142Work in Process
    
    
    5,844
    
    
    
    12,230Parts and Supplies (1)
    
    
    25,735
    
    
    
    21,698$
    50,834
    
    
    $
    39,070
 
 (1)
    
    Net of reserves for obsolete and slow moving inventories of $0 and $656 at December 31, 2010
and 2009, respectively.  PREPAID AND OTHER CURRENT ASSETS
  ASSETS AND ASSET CAPITALIZATION POLICIES
  61




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   IMPAIRMENT OF LONG-LIVED AND INTANGIBLE ASSETS
       PROPERTIES, DEPRECIATION AND AMORTIZATION
   62




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  December 31,
    
    
    December 31,2010
    
    
    2009Land
    
    $
    20,002
    
    
    $
    10,855Buildings and Improvements
    
    
    55,058
    
    
    
    51,315Equipment
    
    
    907,091
    
    
    
    672,314982,151
    
    
    
    734,484Less Accumulated Depreciation
    
    
    2,496
    
    
    
    213,416$
    979,655
    
    
    $
    521,068
 INTANGIBLE ASSETS
  December 31,
    
    
    Purchase
    
    
    
    
    
    
    December 31,2009
    
    
    Accounting
    
    
    Amortization
    
    
    2010Covenant Not
to Compete  EBDG
    
    $
    137
    
    
    $
    
    
    
    $
    137
    
    
    $
    Customer Backlog  Jeffboat
    
    
    
    
    
    
    200
    
    
    
    6
    
    
    
    194Tradenames  Jeffboat
    
    
    
    
    
    
    4,300
    
    
    
    119
    
    
    
    4,181Favorable Leases  ACLLC
    
    
    
    
    
    
    25,761
    
    
    
    188
    
    
    
    25,573Total Intangibles other than
goodwill
    
    $
    137
    
    
    $
    30,261
    
    
    $
    450
    
    
    $
    29,948Goodwill  McKinney
    
    $
    2,100
    
    
    $
    (2,100
    )
    
    $
    
    
    
    $
    Goodwill  EBDG
    
    
    3,898
    
    
    
    (3,898
    )
    
    
    
    
    
    
    Goodwill  Purchase Accounting
    
    
    
    
    
    
    20,470
    
    
    
    
    
    
    
    20,470Total Goodwill
    
    $
    5,998
    
    
    $
    14,472
    
    
    $
    
    
    
    $
    20,470Total Intangibles and Goodwill
    
    $
    6,135
    
    
    $
    44,733
    
    
    $
    450
    
    
    $
    50,418
  2011
    
    $
    7,2502012
    
    
    5,9272013
    
    
    5,5662014
    
    
    4,8962015
    
    
    2,738
  INVESTMENTS IN EQUITY INVESTEES
  63




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 DEBT COST AMORTIZATION
  DEBT PREMIUM/DISCOUNT
  DERIVATIVE INSTRUMENTS
  REVENUE RECOGNITION
     64




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      EXPENSE ESTIMATES FOR HARBOR AND TOWING SERVICE CHARGES
  EXPENSE ESTIMATES FOR UNBILLED BOAT AND BARGE MAINTENANCE CHARGES
  INSURANCE CLAIM LOSS DEDUCTIBLES AND SELF INSURANCE
  EMPLOYEE BENEFIT PLANS
   RECLASSIFICATIONS
  65




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
   Level 1
 Level 2
 Level 3
 RECENTLY ISSUED ACCOUNTING STANDARDS
    NOTE 2. DEBT
 Successor
    
    
    PredecessorCompany
    
    
    CompanyDecember 31,
    
    
    December 31,2010
    
    
    2009Revolving Credit Facility
    
    $
    150,310
    
    
    $
    154,5182017 Senior Notes
    
    
    200,000
    
    
    
    200,000Less Original Issue Discount
    
    
    
    
    
    
    (9,099
    )Plus Purchase Premium
    
    
    34,842EBDG Note
    
    
    
    
    
    
    114Total Debt
    
    
    385,152
    
    
    
    345,533Less Current Portion of Long Term Debt
    
    
    
    
    
    
    114Long Term Debt
    
    $
    385,152
    
    
    $
    345,419
   66




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
        67




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    2011
    
    $
    2012
    
    
    2013
    
    
    150,3102014
    
    
    2015
    
    
    Thereafter
    
    
    200,000350,310Unamortized debt premium
    
    
    34,842$
    385,152
 NOTE 3. INCOME TAXES
   Successor Company

    
    Predecessor Company2010
    
    
    2009
    
    
    2008Income taxes currently payableFederal
    
    $
    (15,104
    )
    
    $
    (4,269
    )
    
    $
    9,842State
    
    
    (811
    )
    
    
    181
    
    
    
    934(15,915
    )
    
    
    (4,088
    )
    
    
    10,776Deferred income tax expense (benefit)Federal
    
    
    20,106
    
    
    
    2,478
    
    
    
    14,804State
    
    
    1,977
    
    
    
    462
    
    
    
    1,66322,083
    
    
    
    2,940
    
    
    
    16,467Total income taxes
    
    $
    6,168
    
    
    $
    (1,148
    )
    
    $
    27,243Income tax attributable to other comprehensive income (loss):
    
    $
    (1,517
    )
    
    $
    11,928
    
    
    $
    (15,205
    )
  68




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Successor Company
    
    
    Predecessor CompanyDecember 22 to
    
    
    January 1 to
    
    
    Successor CompanyDecember 31, 2010
    
    
    December 21, 2010
    
    
    2009
    
    
    2008Tax at federal statutory rate
    
    $
    (2,103
    )
    
    $
    3,146
    
    
    $
    (6,583
    )
    
    $
    26,203State income taxes, net
    
    
    41
    
    
    
    (188
    )
    
    
    (316
    )
    
    
    1,701Other:Prior year taxes
    
    
    
    
    
    
    1,346
    
    
    
    224
    
    
    
    (673
    )Acquisition Costs
    
    
    2,690
    
    
    
    1,104
    
    
    
    
    
    
    
    Other miscellaneous items
    
    
    
    
    
    
    132
    
    
    
    (254
    )
    
    
    109Total income tax expense
    
    $
    628
    
    
    $
    5,540
    
    
    $
    (6,929
    )
    
    $
    27,340
  December 31,
    
    
    December 31,2010
    
    
    2009DEFERRED TAX ASSETS:Reserve for bad debts
    
    $
    1,940
    
    
    $
    1,942Inventory adjustments
    
    
    365
    
    
    
    (153
    )Employee benefits and compensation
    
    
    7,550
    
    
    
    772Loss on Houston Office Closure
    
    
    
    
    
    
    1,370Other accruals
    
    
    (131
    )
    
    
    (283
    )Warranty accruals
    
    
    348
    
    
    
    143CURRENT DEFERRED TAX ASSET
    
    $
    10,072
    
    
    $
    3,791Net Operating Loss Carryback
    
    $
    12,289
    
    
    $
    20,439Accrued claims
    
    
    720
    
    
    
    2,789Accrued pension  ACL plan long-term
    
    
    11,793
    
    
    
    9,804Deferred gains
    
    
    1,413
    
    
    
    2,444Accrued post-retirement medical
    
    
    1,366
    
    
    
    2,004Stock compensation
    
    
    723
    
    
    
    4,327Temporary differences due to income recognition timing
    
    
    221
    
    
    
    81Sale of Summit
    
    
    125
    
    
    
    260Charitable contribution carryforward
    
    
    122
    
    
    
    AMT credit
    
    
    1,594
    
    
    
    2,472TOTAL DEFERRED TAX ASSETS
    
    $
    40,438
    
    
    $
    48,411DEFERRED TAX LIABILITIESDomestic property
    
    $
    (93,802
    )
    
    $
    (80,587
    )Equity investments in domestic partnerships
and limited liability companies
    
    
    (223
    )
    
    
    (267
    )Long term leases
    
    
    (1,245
    )
    
    
    (887
    )Prepaid insurance
    
    
    (287
    )
    
    
    (294
    )Software
    
    
    (1,167
    )
    
    
    (1,026
    )Gain on Fuel Futures
    
    
    (1,094
    )
    
    
    (1,791
    )Goodwill
    
    
    (72
    )
    
    
    99Purchase Accounting
    
    
    (141,127
    )
    
    
    TOTAL DEFERRED TAX LIABILITIES
    
    $
    (239,017
    )
    
    $
    (84,753
    )NET DEFERRED TAX LIABILITY
    
    $
    (198,579
    )
    
    $
    (36,342
    )
 69




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 NOTE 4. EMPLOYEE BENEFIT PLANS
       70




---



##### 



COMMERCIAL BARGE LINE COMPANY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Pension PlanSuccessor CompanyDecember 31, 2010
    
    
    Predecessor CompanyDecember 31, 2009Accumulated Benefit Obligation, End of Year
    
    $
    185,552
    
    
    $
    166,548CHANGE IN PROJECTED BENEFIT OBLIGATION:Projected benefit obligation, beginning of period
    
    $
    171,002
    
    
    $
    167,440Service cost
    
    
    4,487
    
    
    
    5,366Interest cost
    
    
    10,424
    
    
    
    9,945Actuarial (gain) loss
    
    
    11,399
    
    
    
    (3,428
    )Benefits paid
    
    
    (7,620
    )
    
    
    (8,321
    )Projected benefit obligation, end of period
    
    $
    189,692
    
    
    $
    171,002CHANGE IN PLAN ASSETS:Fair value of plan assets, beginning of period
    
    $
    144,837
    
    
    $
    130,997Actual return on plan assets
    
    
    21,002
    
    
    
    20,651Company contributions
    
    
    
    
    
    
    1,510Benefits paid
    
    
    (7,619
    )
    
    
    (8,321
    )Fair value of plan assets, end of period
    
    $
    158,220
    
    
    $
    144,837Funded status
    
    $
    (31,472
    )
    
    $
    (26,165
    )AMOUNTS RECOGNIZED IN THE CONSOLIDATED
BALANCE SHEETS:Noncurrent assets
    
    $
    
    
    
    $
    Current liabilities
    
    
    
    
    
    
    Noncurrent liabilities
    
    
    (31,472
    )
    
    
    (26,165
    )Net amounts recognized
    
    $
    (31,472
    )
    
    $
    (26,165
    )AMOUNTS RECOGNIZED IN CONSOLIDATED
OTHER COMPREHENSIVE INCOME:Net actuarial (gain) loss
    
    $
    
    
    
    $
    7,179Prior service cost
    
    
    
    
    
    
    416Total
    
    $
    
    
    
    $
    7,595Measurement date
    
    December 31, 2010
    
    December 31, 2009
 71




---



##### 



COMMERCIAL BARGE LINE COMPANY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Post-Retirement PlanSuccessor CompanyDecember 31, 2010
    
    
    Predecessor CompanyDecember 31, 2009CHANGE IN BENEFIT OBLIGATION:Benefit obligation, beginning of period
    
    $
    5,931
    
    
    $
    8,477Service cost
    
    
    12
    
    
    
    22Interest cost
    
    
    278
    
    
    
    414Plan participants contributions
    
    
    337
    
    
    
    397Actuarial gain
    
    
    (1,996
    )
    
    
    (2,756
    )Benefits paid
    
    
    (440
    )
    
    
    (623
    )Benefit obligation, end of period
    
    $
    4,122
    
    
    $
    5,931CHANGE IN PLAN ASSETS:Fair value of plan assets, beginning of period
    
    $
    
    
    
    $
    Employer contributions
    
    
    103
    
    
    
    226Plan participants contributions
    
    
    337
    
    
    
    397Benefits paid
    
    
    (440
    )
    
    
    (623
    )Fair value of plan assets, end of period
    
    $
    
    
    
    $
    FUNDED STATUS:Funded status
    
    $
    (4,122
    )
    
    $
    (5,931
    )AMOUNTS RECOGNZED IN THE CONSOLIDATED
BALANCE SHEETS:Noncurrent assets
    
    $
    
    
    
    $
    Current liabilities
    
    
    (476
    )
    
    
    (582
    )Noncurrent liabilities
    
    
    (3,646
    )
    
    
    (5,349
    )Net amounts recognized
    
    $
    (4,122
    )
    
    $
    (5,931
    )AMOUNTS RECOGNIZED IN CONSOLIDATED
OTHER COMPREHENSIVE INCOME:Net actuarial gain
    
    $
    
    
    
    $
    (4,654
    )Measurement date
    
    December 31, 2010
    
    December 31, 2009
 72




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Components of net periodic benefit cost and other amounts recognized in
other comprehensive income:
 2010
    
    
    2009
    
    
    2008Pension:Service cost
    
    $
    4,487
    
    
    $
    5,366
    
    
    $
    5,320Interest cost
    
    
    10,424
    
    
    
    9,945
    
    
    
    9,520Expected return on plan assets
    
    
    (12,519
    )
    
    
    (12,381
    )
    
    
    (12,187
    )Amortization of prior service cost
    
    
    56
    
    
    
    56
    
    
    
    57Net periodic benefit cost
    
    $
    2,448
    
    
    $
    2,986
    
    
    $
    2,710Additional 4th quarter 2007 accrual of expense for
measurement date change
    
    $
    
    
    
    $
    
    
    
    $
    726Acquisition accounting adjustment
    
    $
    (10,454
    )
    
    $
    
    
    
    $
    Net (gain) loss
    
    $
    2,915
    
    
    $
    (11,698
    )
    
    $
    28,537Prior service cost
    
    
    (10,095
    )
    
    
    
    
    
    
    Recognized prior service cost
    
    
    (415
    )
    
    
    (56
    )
    
    
    (56
    )Total recognized in other comprehensive income
(before tax effects)
    
    $
    (7,595
    )
    
    $
    (11,754
    )
    
    $
    28,481Total recognized in net benefit cost and other
comprehensive income (before tax effects)
    
    $
    (5,147
    )
    
    $
    (8,768
    )
    
    $
    31,917Amounts expected to be recognized in net periodic cost
in the coming year:Prior service cost recognition
    
    $
    
    
    
    $
    56
    
    
    $
    56Post-retirement:Service cost
    
    $
    12
    
    
    $
    22
    
    
    $
    45Interest cost
    
    
    278
    
    
    
    414
    
    
    
    501Amortization of net actuarial gain
    
    
    (1,325
    )
    
    
    (735
    )
    
    
    (421
    )Adjustment for prior benefit payment overstatement
    
    
    
    
    
    
    109
    
    
    
    Net periodic benefit cost
    
    $
    (1,035
    )
    
    $
    (190
    )
    
    $
    125Additional 4th quarter 2007 accrual of expense for
measurement date change
    
    $
    
    
    
    $
    
    
    
    $
    102Acquisition accounting adjustment
    
    $
    5,324
    
    
  $
    

 

    
  $
    Net gain
    
    $
    (1,996
    )
    
    $
    (2,756
    )
    
    $
    (811
    )Recognized prior service cost
    
    
    6,649
    
    
    
    735
    
    
    
    421Total recognized in other comprehensive income
(before tax effects)
    
    $
    4,653
    
    
    $
    (2,021
    )
    
    $
    (390
    )Total recognized in net benefit cost and other
comprehensive income (before tax effects)
    
    $
    3,618
    
    
    $
    (2,211
    )
    
    $
    (163
    )Amounts expected to be recognized in net periodic cost
in the coming year:Gain recognition
    
    $
    
    
    
    $
    (1,041
    )
    
    $
    (385
    )
 Note:
    
The 2010 year for purposes of this table has not been bifurcated due
to the insignificance
of separate Successor Company amounts to the 2010 year.
 73




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   2010
    
    
    2009Pension:Discount rate  benefit cost
    
    
    6.175
    %
    
    
    6.10
    %Discount rate  benefit obligation
    
    
    5.705
    %
    
    
    6.175
    %Expected return on plan assets
    
    
    8.25
    %
    
    
    8.25
    %Rate of compensation increase
    
    4% for 2011
    
    2% for 20103% thereafter
    
    4% thereafter
  Fair Value at
    
    
    Fair Value atDecember 31, 2010
    
    
    December 31, 2009Equity securities  large cap fund
    
    $
    
    
    
    $
    36,063Equity securities  S&P 500 index fund
    
    
    42,793
    
    
    
    Equity securities  small/mid cap fund
    
    
    11,082
    
    
    
    11,412Equity securities  world fund
    
    
    15,477
    
    
    
    18,039Debt securities  high yield bond fund
    
    
    12,468
    
    
    
    9,280Debt securities  long duration bond fund
    
    
    30,912
    
    
    
    51,103Debt securities  core fixed income fund
    
    
    29,050
    
    
    
    Debt securities  emerging markets debt fund
    
    
    5,925
    
    
    
    8,717Other assets  opportunity collective fund
    
    
    10,513
    
    
    
    Cash
    
    
    
    
    
    
    10,223Total
    
    $
    158,220
    
    
    $
    144,837
  2010
    
    
    2009Post-retirement:Discount rate  benefit cost
    
    
    6.175
    %
    
    
    6.10
    %Discount rate  benefit obligation
    
    
    5.705
    %
    
    
    6.175
    %
  74




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Investment Policies and Strategies
  Contributions and Payments
  Post-RetirementPension Plan
    
    
    Medical Plan2011
    
    $
    7,442
    
    
    $
    4892012
    
    
    8,210
    
    
    
    5132013
    
    
    8,954
    
    
    
    5322014
    
    
    9,892
    
    
    
    5342015
    
    
    10,613
    
    
    
    503Next 5 years
    
    
    62,852
    
    
    
    1,860
 75




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 NOTE 5. LEASE OBLIGATIONS
   20162011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    and afterOperating Lease Obligations
    
    $
    23,370
    
    
    $
    17,976
    
    
    $
    14,773
    
    
    $
    12,668
    
    
    $
    9,673
    
    
    $
    52,915
  NOTE 6. RELATED PARTY TRANSACTIONS
  NOTE 7. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
  Successor Company December 31, 2010
    
    
    Predecessor Company December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueAssets:Fuel Hedge Swap Receivables
    
    $
    166
    
    
    $
    166
    
    
    $
    4,779
    
    
    $
    4,779Liabilities:Revolving Credit Facility
    
    
    150,310
    
    
    
    150,310
    
    
    
    154,518
    
    
    
    154,5182017 Senior Notes
    
    
    234,842
    
    
    
    235,000
    
    
    
    200,000
    
    
    
    208,000EBDG Note
    
    
    
    
    
    
    
    
    
    
    114
    
    
    
    114
  76




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Fuel Price Risk Management
  Fair Value of Measurementsat Reporting DateUsing Markets forDescription
    
    12/31/2010
    
    
    Identical Assets (Level 1)Fuel Price Swaps
    
    $
    166
    
    
    $
    166
  Gallons
    
    
    DollarsFuel Price Swaps at December 31, 2009
    
    
    17,928
    
    
    $
    4,7791st Quarter 2010 Fuel Hedge Expense
    
    
    (5,302
    )
    
    
    (981
    )1st Quarter 2010 Changes
    
    
    3,001
    
    
    
    5462nd Quarter 2010 Fuel Hedge Expense
    
    
    (3,881
    )
    
    
    (814
    )2nd Quarter 2010 Changes
    
    
    3,087
    
    
    
    (2,397
    )3rd Quarter 2010 Fuel Hedge Expense
    
    
    (4,547
    )
    
    
    (205
    )3rd Quarter 2010 Changes
    
    
    3,550
    
    
    
    1,6874th Quarter 2010 Fuel Hedge Expense
    
    
    (6,797
    )
    
    
    (1,388
    )4th Quarter 2010 Changes
    
    
    599
    
    
    
    1,6924th Quarter 2010 Purchase Accounting
    
    
    
    
    
    
    (2,753
    )Fuel Price Swaps at December 31, 2010
    
    
    7,638
    
    
    $
    166
 77




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 NOTE 8. CONTINGENCIES
  Stockholder litigation.
  Collision Incident, Mile Marker 97 of the Mississippi River.
 78




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     NOTE 9. BUSINESS SEGMENTS
   79




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Reportable Segments
    
    
    All Other
    
    
    IntersegmentTransportation
    
    
    Manufacturing
    
    
    Segments(1)
    
    
    Eliminations
    
    
    TotalPredecessor CompanyJanuary 1, 2010 to December 21, 2010Total revenue
    
    $
    613,939
    
    
    $
    117,641
    
    
    $
    7,688
    
    
    $
    (33,461
    )
    
    $
    705,807Intersegment revenues
    
    
    874
    
    
    
    32,587
    
    
    
    
    
    
    
    (33,461
    )
    
    
    Revenue from external customers
    
    
    613,065
    
    
    
    85,054
    
    
    
    7,688
    
    
    
    
    
    
    
    705,807Operating expenseMaterials, supplies and other
    
    
    212,567
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    212,567Rent
    
    
    20,222
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,222Labor and fringe benefits
    
    
    122,462
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    122,462Fuel
    
    
    117,372
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    117,372Depreciation and amortization
    
    
    41,737
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,737Taxes, other than income taxes
    
    
    11,741
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,741Gain on Disposition of Equipment
    
    
    (9,021
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,021
    )Cost of goods sold
    
    
    
    
    
    
    82,504
    
    
    
    3,048
    
    
    
    
    
    
    
    85,552Total cost of sales
    
    
    517,080
    
    
    
    82,504
    
    
    
    3,048
    
    
    
    
    
    
    
    602,632Selling, general & administrative
    
    
    40,882
    
    
    
    2,667
    
    
    
    4,325
    
    
    
    
    
    
    
    47,874Total operating expenses
    
    
    557,962
    
    
    
    85,171
    
    
    
    7,373
    
    
    
    
    
    
    
    650,506Operating income
    
    $
    55,103
    
    
    $
    (117
    )
    
    $
    315
    
    
    $
    
    
    
    $
    55,301Property additions
    
    $
    56,276
    
    
    $
    1,486
    
    
    $
    36
    
    
    $
    
    
    
    $
    57,798
 80




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Reportable Segments
    
    
    All Other
    
    
    IntersegmentTransportation
    
    
    Manufacturing
    
    
    Segments(1)
    
    
    Eliminations
    
    
    TotalSuccessor CompanyDecember 22, 2010 to December 31, 2010Total revenue
    
    $
    19,652
    
    
    $
    4,986
    
    
    $
    177
    
    
    $
    (50
    )
    
    $
    24,765Intersegment revenues
    
    
    50
    
    
    
    
    
    
    
    
    
    
    
    (50
    )
    
    
    Revenue from external customers
    
    
    19,602
    
    
    
    4,986
    
    
    
    177
    
    
    
    
    
    
    
    24,765Operating expenseMaterials, supplies and other
    
    
    6,311
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,311Rent
    
    
    570
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    570Labor and fringe benefits
    
    
    3,102
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,102Fuel
    
    
    3,986
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,986Depreciation and amortization
    
    
    2,532
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,532Taxes, other than income taxes
    
    
    330
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    330Gain on Disposition of Equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cost of goods sold
    
    
    
    
    
    
    4,838
    
    
    
    90
    
    
    
    
    
    
    
    4,928Total cost of sales
    
    
    16,831
    
    
    
    4,838
    
    
    
    90
    
    
    
    
    
    
    
    21,759Selling, general & administrative
    
    
    8,029
    
    
    
    65
    
    
    
    133
    
    
    
    
    
    
    
    8,227Total operating expenses
    
    
    24,860
    
    
    
    4,903
    
    
    
    223
    
    
    
    
    
    
    
    29,986Operating income
    
    $
    (5,258
    )
    
    $
    83
    
    
    $
    (46
    )
    
    $
    
    
    
    $
    (5,221
    )Segment assets
    
    $
    1,159,011
    
    
    $
    87,707
    
    
    $
    12,553
    
    
    $
    
    
    
    $
    1,259,271Goodwill
    
    $
    20,470
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    20,470Property additions
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 81




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Reportable Segments
    
    
    All Other
    
    
    IntersegmentTransportation
    
    
    Manufacturing
    
    
    Segments(1)
    
    
    Eliminations
    
    
    TotalPredecessor CompanyYear ended December 31, 2009Total revenue
    
    $
    621,611
    
    
    $
    239,885
    
    
    $
    9,715
    
    
    $
    (25,184
    )
    
    $
    846,027Intersegment revenues
    
    
    751
    
    
    
    24,339
    
    
    
    94
    
    
    
    (25,184
    )
    
    
    Revenue from external customers
    
    
    620,860
    
    
    
    215,546
    
    
    
    9,621
    
    
    
    
    
    
    
    846,027Operating expenseMaterials, supplies and other
    
    
    225,647
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    225,647Rent
    
    
    21,715
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,715Labor and fringe benefits
    
    
    115,998
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    115,998Fuel
    
    
    122,752
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    122,752Depreciation and amortization
    
    
    48,615
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,615Taxes, other than income taxes
    
    
    14,072
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,072Gain on Disposition of
Equipment
    
    
    (20,282
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,282
    )Cost of goods sold
    
    
    
    
    
    
    189,565
    
    
    
    3,707
    
    
    
    
    
    
    
    193,272Total cost of sales
    
    
    528,517
    
    
    
    189,565
    
    
    
    3,707
    
    
    
    
    
    
    
    721,789Selling, general &
administrative
    
    
    60,740
    
    
    
    4,579
    
    
    
    4,763
    
    
    
    
    
    
    
    70,082Goodwill Impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total operating expenses
    
    
    589,257
    
    
    
    194,144
    
    
    
    8,470
    
    
    
    
    
    
    
    791,871Operating income
    
    $
    31,603
    
    
    $
    21,402
    
    
    $
    1,151
    
    
    $
    
    
    
    $
    54,156Segment assets
    
    $
    652,831
    
    
    $
    67,129
    
    
    $
    13,029
    
    
    $
    
    
    
    $
    732,989Goodwill
    
    $
    2,100
    
    
    $
    
    
    
    $
    3,898
    
    
    $
    
    
    
    $
    5,998Property additions
    
    $
    26,968
    
    
    $
    6,141
    
    
    $
    117
    
    
    $
    
    
    
    $
    33,226
 82




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Reportable Segments
    
    
    All Other
    
    
    IntersegmentTransportation
    
    
    Manufacturing
    
    
    Segments(1)
    
    
    Eliminations
    
    
    TotalPredecessor CompanyYear ended December 31, 2008Total revenue
    
    $
    897,272
    
    
    $
    284,274
    
    
    $
    8,617
    
    
    $
    (30,243
    )
    
    $
    1,159,920Intersegment revenues
    
    
    
    
    
    
    29,480
    
    
    
    763
    
    
    
    (30,243
    )
    
    
    Revenue from external customers
    
    
    897,272
    
    
    
    254,794
    
    
    
    7,854
    
    
    
    
    
    
    
    1,159,920Operating expenseMaterials, supplies and other
    
    
    304,858
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    304,858Rent
    
    
    23,345
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,345Labor and fringe benefits
    
    
    118,737
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    118,737Fuel
    
    
    227,489
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    227,489Depreciation and amortization
    
    
    47,255
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,255Taxes, other than income taxes
    
    
    14,855
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,855Gain on Disposition of Equipment
    
    
    (954
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (954
    )Cost of goods sold
    
    
    
    
    
    
    242,309
    
    
    
    2,080
    
    
    
    
    
    
    
    244,389Total cost of sales
    
    
    735,585
    
    
    
    242,309
    
    
    
    2,080
    
    
    
    
    
    
    
    979,974Selling, general & administrative
    
    
    69,493
    
    
    
    2,798
    
    
    
    5,245
    
    
    
    
    
    
    
    77,536Goodwill Impairment
    
    
    
    
    
    
    
    
    
    
    855
    
    
    
    
    
    
    
    855Total operating expenses
    
    
    805,078
    
    
    
    245,107
    
    
    
    8,180
    
    
    
    
    
    
    
    1,058,365Operating income
    
    $
    92,194
    
    
    $
    9,687
    
    
    $
    (326
    )
    
    $
    
    
    
    $
    101,555Segment assets
    
    $
    700,174
    
    
    $
    101,877
    
    
    $
    37,200
    
    
    $
    
    
    
    $
    839,251Goodwill
    
    $
    2,100
    
    
    $
    
    
    
    $
    3,897
    
    
    $
    
    
    
    $
    5,997Property additions
    
    $
    89,938
    
    
    $
    7,441
    
    
    $
    513
    
    
    $
    
    
    
    $
    97,892
 
 (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. NOTE 10. QUARTERLY DATA (UNAUDITED)
  2010Predecessor Company
    
    
    Successor
CompanyOct. 1 -
    
    
    Dec. 22 -1st
    
    
    2nd
    
    
    3rd
    
    
    Dec. 21
    
    
    Dec. 31
    
    
    TotalOperating Revenue
    
    $
    148,296
    
    
    $
    164,301
    
    
    $
    207,286
    
    
    $
    185,924
    
    
    $
    24,765
    
    
    $
    730,572Gross Profit
    
    
    14,712
    
    
    
    17,593
    
    
    
    32,271
    
    
    
    38,598
    
    
    
    3,007
    
    
    
    106,181Operating Income
    
    
    3,092
    
    
    
    7,029
    
    
    
    20,282
    
    
    
    24,898
    
    
    
    (5,221
    )
    
    
    50,080Discontinued Operations
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    302
    
    
    
    
    
    
    
    300(Loss) Income From Continuing Operations
    
    
    (3,480
    )
    
    
    (1,363
    )
    
    
    5,065
    
    
    
    3,228
    
    
    
    (6,635
    )
    
    
    (3,185
    )
 83




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Predecessor Company20091st
    
    
    2nd
    
    
    3rd
    
    
    4th
    
    
    TotalOperating Revenue
    
    $
    192,705
    
    
    $
    218,523
    
    
    $
    207,888
    
    
    $
    226,911
    
    
    $
    846,027Gross Profit
    
    
    22,203
    
    
    
    23,315
    
    
    
    32,357
    
    
    
    46,363
    
    
    
    124,238Operating Income
    
    
    890
    
    
    
    7,336
    
    
    
    14,057
    
    
    
    31,873
    
    
    
    54,156Discontinued Operations
    
    
    (984
    )
    
    
    (831
    )
    
    
    (3,404
    )
    
    
    (4,811
    )
    
    
    (10,030
    )(Loss) Income from Continuing Operations
    
    
    (4,474
    )
    
    
    (2,937
    )
    
    
    (8,768
    )
    
    
    14,151
    
    
    
    (2,028
    )
  NOTE 11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
  2010
    
    
    2009Minimum pension liability, net of tax provision (benefit) of $0 and ($2,847), respectively
    
    $
    
    
    
    $
    (4,748
    )Minimum post retirement liability, net of tax provision of $0 and $1,745, respectively
    
    
    
    
    
    
    2,909Gain on fuel hedge, net of tax provision of $64 and $2,529, respectively
    
    
    104
    
    
    
    2,250$
    104
    
    
    $
    411
 NOTE 12. SHARE-BASED COMPENSATION
    84




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     Non-qualified stock
    
    
    Restricted stock
    
    
    Performance restrictedoptions
    
    
    units
    
    
    stock unitsNumber outstanding
    
    
    14,074.5
    
    
    
    6,167.0
    
    
    
    5,811.0Weighted average exercise price
    
    $
    213.03Previously recognized compensation cost
    
    $
    755
    
    
    $
    688
    
    
    $
    641Income tax benefit
    
    $
    283
    
    
    $
    258
    
    
    $
    240Unrecognized compensation cost
    
    $
    1,170
    
    
    $
    669
    
    
    $
    648Weighted average remaining life for compensation
    
    1.6 years
    
    
    1.5 years
    
    
    1.5 years
   Stock Options
 Restricted Stock Units
 Performance Share Units
 85




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  NOTE 13. DISCONTINUED OPERATIONS
    2010
    
    
    2009
    
    
    2008Revenue
    
    $
    
    
    
    $
    23,647
    
    
    $
    37,521Cost of Sales
    
    
    
    
    
    
    27,816
    
    
    
    32,672Selling, General and Administrative
    
    
    (287
    )
    
    
    3,986
    
    
    
    4,371Goodwill Impairment
    
    
    
    
    
    
    
    
    
    
    269Other (Income) Expense
    
    
    (13
    )
    
    
    33
    
    
    
    (807
    )Loss on Sale of Summit
    
    
    
    
    
    
    7,453
    
    
    
    Income (Loss) from Discontinued Operations Before Income Tax
    
    
    300
    
    
    
    (15,641
    )
    
    
    1,016Income Tax (Benefit)
    
    
    
    
    
    
    (5,611
    )
    
    
    388Income (Loss) from Discontinued Operations
    
    $
    300
    
    
    $
    (10,030
    )
    
    $
    628
  NOTE 14. ACQUISITIONS, DISPOSITIONS AND IMPAIRMENT
 Finn Holding Corporation (owned primarily by certain affiliates of Platinum Equity, LLC) Acquisition of
ACL
  86




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Paid to Zell affilitates
    
    $
    101,077Paid to remaining shareholders
    
    
    317,200Payments to Share-based comp holders
    
    
    14,284Assumed Credit Facility
    
    
    169,204Fair value of the 2017 Senior Notes
    
    
    235,000Purchase price
    
    $
    836,765
 Allocation of the Purchase Price
  87




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Cash and cash equivalents
    
    $
    22,468Trade receivables acquired at fair value
    
    
    90,693Other working capital, net
    
    
    (29,958
    )Land
    
    
    20,002Buildings/Land Improvements
    
    
    42,187Boats
    
    
    294,534Barges
    
    
    543,403Construction-in-progress
    
    
    13,110Other long-lived tangible assets
    
    
    67,780Favorable charter contracts
    
    
    25,761Other long term assets
    
    
    23,841Equity Investments
    
    
    5,725Jeffboat tradename and intangibles
    
    
    4,500Unfavorable contracts
    
    
    (61,300
    )Multi-employer pension liability
    
    
    (3,497
    )Pension and post retirement
    
    
    (35,102
    )Net deferred
tax liability
    
    
    (207,852
    )Goodwill
    
    
    20,470Total
    
    $
    836,765
 88




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Dispositions and Impairments 
   Number ofAmount
    
    
    BoatsBalance at January 1, 2009
    
    $
    4,577
    
    
    
    121st Quarter 2009 Sales
    
    
    (908
    )
    
    
    (2
    )2nd Quarter 2009 Returned to Service
    
    
    (325
    )
    
    
    (1
    )3rd Quarter 2009 Additions to Held for Sale
    
    
    752
    
    
    
    103rd Quarter 2009 Returned to Service
    
    
    (1,874
    )
    
    
    (4
    )4th Quarter 2009 Additions to Held for Sale
    
    
    1,726
    
    
    
    24th Quarter 2009 Sales
    
    
    (417
    )
    
    
    (4
    )Balance at December 31, 2009
    
    
    3,531
    
    
    
    131st Quarter 2010 Returned to Service
    
    
    (693
    )
    
    
    (1
    )1st Quarter 2010 Sales
    
    
    (2,838
    )
    
    
    (12
    )2nd Quarter 2010 Additions to Held for Sale
    
    
    1,703
    
    
    
    34th Quarter 2010 Purchase Accounting
    
    
    430
    
    
    
    Balance at December 31, 2010
    
    $
    2,133
    
    
    
    3
   89




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  NOTE 15. EXIT ACTIVITIES
   Date
    
    
    AmountHouston rent accrual at March 31, 2009
    
    
    
    
    
    $
    976Initial office closure estimate
    
    
    1Q 2009
    
    
    
    2,130Additional Houston office closure accrual
    
    
    2Q 2009
    
    
    
    175Additional Houston office closure accrual
    
    
    3Q 2009
    
    
    
    350Additional Houston office closure accrual
    
    
    4Q 2009
    
    
    
    1,000Rent payments (April  December 2009)
    
    
    
    
    
    
    (522
    )Balance at December 31, 2009
    
    
    
    
    
    
    4,109Additional Houston office closure accrual
    
    
    2Q 2010
    
    
    
    133Write-off Houston fixed assets and moving expenses
    
    
    2Q 2010
    
    
    
    (2,044
    )Houston office lease termination costs
    
    
    3Q 2010
    
    
    
    (1,624
    )Asset sales
    
    
    3Q 2010
    
    
    
    55Rent payments (January  October 2010)
    
    
    
    
    
    
    (629
    )Balance at December 31, 2010
    
    
    
    
    
    $
    
 NOTE 16. SUBSEQUENT EVENTS
   90




---



##### 



COMMERCIAL BARGE LINE COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  COMMERCIAL BARGE LINE COMPANY
 SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
 Balance at
    
    
    Charges
    
    
    Additions to/
    
    
    BalanceBeginning
    
    
    To
    
    
    (Deductions) from
    
    
    at Endof Period
    
    
    Expense
    
    
    Revenue (a)
    
    
    of PeriodDecember 31, 2010:
    
    $
    6,183
    
    
    $
    
    
    
    $
    (6,183
    )
    
    $
    Allowance for uncollectible accountsDecember 21, 2010:
    
    $
    5,182
    
    
    $
    1,351
    
    
    $
    (350
    )
    
    $
    6,183Allowance for uncollectible accountsDecember 31, 2009:
    
    $
    1,150
    
    
    $
    4,427
    
    
    $
    (395
    )
    
    $
    5,182Allowance for uncollectible accountsDecember 31, 2008:
    
    $
    1,218
    
    
    $
    700
    
    
    $
    (768
    )
    
    $
    1,150Allowance for uncollectible accounts
 
 (a)
    
    Write-off of uncollectible accounts receivable and a $6,183 purchase accounting adjustment in
2010. 91




---



##### 



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
  ITEM 9A. CONTROLS AND PROCEDURES.
  See Managements Report on Internal Controls over Financial Reporting in Item 8, which is
incorporated herein by reference
  ITEM 9B. OTHER INFORMATION.
  92




---



##### 



PART III
 Item 10. Directors, Executive Officers and Corporate Governance
 Directors
  DirectorName and Age
    
    Business Experience and Directorships
    
    SinceEva
Kalawski (56)
    
    Eva M. Kalawskihas been a director since December 2010.
Ms. Kalawski joined Platinum Equity in 1997, is a Partner and serves as Platinum Equitys
General Counsel and Secretary. Ms. Kalawski serves or has served as an officer and/or director of
many of Platinum Groups portfolio companies. Prior to joining Platinum Equity in 1997, Ms.
Kalawski was Vice President of Human Resources, General Counsel and Secretary for Pilot Software,
Inc. Ms. Kalawski earned a Bachelors Degree in Political Science and French from Mount
 Holyoke
College and a Juris Doctor from Georgetown University Law Center.
    
    
    2010Mary
Ann Sigler (56)
    
    Mary Ann Sigler has been a director since March 2011. Ms.
Sigler is the Chief Financial Officer of Platinum Equity. Ms. Sigler joined Platinum Equity
in 2004 and is responsible for overall accounting, tax, and financial reporting as well as
managing strategic planning projects for the firm. Prior to joining Platinum Equity, Ms. Sigler
was with Ernst & Young LLP for 25 years where she was a partner. Ms. Sigler has a B.A. in
Accounting from California State University Fullerton and a Masters in Business Taxation from the
University of Southern California.
    
    
    2011
 Executive Officers
  Name
    
    Age
    
    PositionMichael P. Ryan
    
    
    51
    
    
    President and Chief Executive OfficerThomas R. Pilholski
    
    
    55
    
    
    Senior Vice President and Chief Financial OfficerDawn R. Landry
    
    
    48
    
    
    Senior Vice President and General CounselWilliam A. Braman
    
    
    58
    
    
    Chief Operating Officer, Transportation ServicesPaul Bridwell
    
    
    42
    
    
    Chief Restructuring Officer
 Michael P. Ryan
 Thomas R. Pilholski
 93




---



##### 



Dawn R. Landry
 William A. Braman, II
 Paul Bridwell
 Corporate Governance Matters
   Audit Committee.
  Director Nominations.
 Code of Ethics.
 94




---



##### 



Item 11. Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
     OVERVIEW OF 2010 COMPENSATION
  FISCAL 2010 KEY DEVELOPMENTS
  
    
    Base salaries for most executive officers remained unchanged in 2010 following the
decision by the Committee to freeze base salaries in 2008.
    
    In July 2010, the base salary for William A. Braman was increased by approximately 16%,
when he was named Senior Vice President and Chief Operating Officer.
    
    The following events occurred at the effective date of the
Acquisition on December 21, 2010:
 
    
    vested stock options and vested restricted stock units held by our
executive officers were cashed out upon closing;
    
    all unvested stock options and restricted stock units held by our
executive officers were assumed by Finn;
    
    all unvested performance based restricted stock units were converted to
time-based restricted stock units of Finn; and
    
    all underwater stock options (both vested and unvested) were cancelled.
 
    
    Following the Merger, the base salary for Michael P. Ryan, President and CEO, was
increased by approximately 6% to $450,000 in December 2010.
 Overview of the Executive Compensation Program
  95




---



##### 



Compensation Consultants
  Risk Associated with Compensation Policies
  Objectives of the Executive Compensation Program
   Executive Compensation in 2010 Was Designed to Reward Company Performance
  Components of Named Executive Officer Compensation
  
    
    Cash Compensation  Base Salary;
    
    Cash Compensation  Annual Bonus Opportunity; and
    
    Equity Compensation  Restricted Stock Units and Stock Options.
 Why the Company Chose to Pay Each Element
 96




---



##### 



Cash Compensation  Base Salary
    Cash Compensation  Annual Bonus Opportunity
   Equity Compensation  Restricted Stock Units and Stock Options
     How the Company Determines the Amount for Each Element
 Base Salary
   
    
    The nature and responsibility of the position;
    
    The experience and performance of the individual Named Executive Officer; and
    
    The recommendations of the Companys CEO and Senior Vice President of Human
Resources (except with regard to their own salaries).
 97




---



##### 



Cash Compensation  Annual Bonus Opportunity
    Actual Base Salary Earnings
    
    x
    
    Target Award Opportunity
    
    x
    
    Overall Performance Score
      98




---



##### 



Equity Compensation  Restricted Stock Units and Stock Options
       
    
    80 percent of performance equates to 50 percent of performance share units vesting.
    
    100 percent of performance equates to 75 percent of performance share units vesting.
    
    120 percent of performance equates to 100 percent of performance share units vesting.
    How Does Each Element and the Companys Decisions Regarding the Element Fit Into the
Companys Overall Compensation Objectives and Affect Decisions Regarding Other Elements?
  99




---



##### 



EXECUTIVE COMPENSATION POLICIES
  Perquisites and Other Personal Benefits
  Compensation of the Chief Executive Officer
 Employment Agreements  Michael P. Ryan
 Cash
Compensation  Annual Bonus Opportunity
  100




---



##### 



SUMMARY COMPENSATION TABLE
 Change inPensionValue andNonqualifiedNon-Equity
    
    
    DeferredStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalPosition
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)(6)
    
    
    ($)(6)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)
    
    
    ($)Michael P. Ryan
    
    
    2010
    
    
    $
    425,769
    
    
    $
    
    
    
    $
    278,944
    
    
    $
    318,763
    
    
    $
    442,491
    
    
    $
    29,882
    
    
    $
    10,497
    
    
    
    (3
    )
    
    $
    1,506,346President and Chief
    
    
    2009
    
    
    $
    425,000
    
    
    $
    
    
    
    $
    169,611
    
    
    $
    322,096
    
    
    $
    177,894
    
    
    $
    19,419
    
    
    $
    16,960
    
    
    
    
    
    
    $
    1,130,980Executive Officer
    
    
    2008
    
    
    $
    408,333
    
    
    $
    
    
    
    $
    162,376
    
    
    $
    1,289,919
    
    
    $
    251,888
    
    
    $
    20,678
    
    
    $
    9,200
    
    
    
    
    
    
    $
    2,142,394Thomas R. Pilholski
    
    
    2010
    
    
    $
    325,000
    
    
    $
    
    
    
    $
    142,245
    
    
    $
    162,493
    
    
    $
    248,820
    
    
    $
    
    
    
    $
    9,800
    
    
    
    (4
    )
    
    $
    888,358Senior Vice President,
    
    
    2009
    
    
    $
    325,000
    
    
    $
    
    
    
    $
    86,464
    
    
    $
    164,206
    
    
    $
    106,109
    
    
    $
    
    
    
    $
    9,800
    
    
    
    
    
    
    $
    703,253Chief Financial Officer andTreasurer
    
    
    2008
    
    
    $
    255,000
    
    
    $
    
    
    
    $
    
    
    
    $
    569,594
    
    
    $
    138,783
    
    
    $
    
    
    
    $
    22,659
    
    
    
    
    
    
    $
    986,036William A Braman
    
    
    2010
    
    
    $
    230,256
    
    
    $
    
    
    
    $
    70,603
    
    
    $
    80,646
    
    
    $
    181,329
    
    
    $
    
    
    
    $
    10,336
    
    
    
    (5
    )
    
    $
    573,169Senior Vice President,and Chief Operating OfficerDawn R. Landry
    
    
    2010
    
    
    $
    225,000
    
    
    $
    
    
    
    $
    98,671
    
    
    $
    112,492
    
    
    $
    202,659
    
    
    $
    
    
    
    $
    9,800
    
    
    
    (4
    )
    
    $
    648,622Senior Vice President,
    
    
    2009
    
    
    $
    225,000
    
    
    $
    
    
    
    $
    59,858
    
    
    $
    113,680
    
    
    $
    93,865
    
    
    $
    
    
    
    $
    9,800
    
    
    
    
    
    
    $
    489,960And General Counsel
    
    
    2008
    
    
    $
    144,087
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    78,418
    
    
    $
    
    
    
    $
    5,250
    
    
    
    
    
    
    $
    227,755Richard W. Spriggle *
    
    
    2010
    
    
    $
    250,000
    
    
    $
    
    
    
    $
    109,428
    
    
    $
    124,982
    
    
    $
    225,176
    
    
    $
    
    
    
    $
    9,800
    
    
    
    (4
    )
    
    $
    719,386Former Senior VicePresident, Human Resources2009
    
    
    $
    250,000
    
    
    $
    
    
    
    $
    66,515
    
    
    $
    126,310
    
    
    $
    97,040
    
    
    $
    
    
    
    $
    53,286
    
    
    
    
    
    
    $
    586,802
 
 *
    
    Mr. Spriggles employment ended on March 10, 2011.(1)
    
    AIP payments received February 25, 2011 for year 2010 performance.(2)
    
    As of December 31, 2010, represents 12
months from previous valuation date of December 31, 2009.(3)
    
    Includes protection services of $697 and $9,800 in Company 401(k) contributions.(4)
    
    Company 401(k) contributions.(5)
    
    Includes relocation expenses of $536 and $9,800 in Company 401(k) contributions.(6)
    
    Dollar values reflect the aggregate grant date fair value of
equity awards granted within the fiscal year in accordance with the
Financial Accounting Standards Board (FASB) Accounting Standards
Codification Topic 718 for stock-based compensation (Formerly FAS 123R).
For a discussion of the assumptions used in determining these values, see Note 14
to our 2010 audited financial statements included in the Form 10-K. EMPLOYMENT AGREEMENTS
 Michael P. Ryan
  101




---



##### 



Thomas R. Pilholski
  William A. Braman
  Dawn R. Landry
  102




---



##### 



GRANTS OF PLAN-BASED AWARDS
 All Other
    
    
    All OtherStock
    
    
    StockAwards:
    
    
    Awards:
    
    
    Exercise
    
    
    GrantEstimated Future Payouts
    
    
    Estimated Future Payouts
    
    
    Number of
    
    
    Number of
    
    
    or Base
    
    
    Date FairUnder Non-Equity
    
    
    Under Equity
    
    
    Shares of
    
    
    Securities
    
    
    Price of
    
    
    Value ofIncentive Plan Awards
    
    
    Incentive Plan Awards
    
    
    Stock or
    
    
    Underlying
    
    
    Option
    
    
    the EquityThreshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    
    
    
    
    Maximum
    
    
    Units
    
    
    Options
    
    
    Awards
    
    
    AwardName
    
    Grant Date
    
    
    
    
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    
    
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    ($/Sh)
    
    
    ($)(a)
    
    (b)
    
    
    
    
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    
    
    
    
    (h)
    
    
    (i)
    
    
    (j)
    
    
    (k)
    
    
    (l)Michael P. Ryan
    
    
    2/15/2010
    
    
    
    (1
    )
    
    $
    159,663
    
    
    $
    319,327
    
    
    $
    478,9902/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,621
    
    
    
    5,432
    
    
    
    7,242
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    $
    22.01
    
    
    $
    119,5472/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,242
    
    
    
    
    
    
    $
    22.01
    
    
    $
    159,3962/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,281
    
    
    $
    22.01
    
    
    $
    318,763Thomas R. Pilholski
    
    
    2/15/2010
    
    
    
    (1
    )
    
    $
    105,625
    
    
    $
    211,250
    
    
    $
    316,8752/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,847
    
    
    
    2,770
    
    
    
    3,693
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    $
    22.01
    
    
    $
    60,9622/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,693
    
    
    
    
    
    
    $
    22.01
    
    
    $
    81,2832/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,358
    
    
    $
    22.01
    
    
    $
    162,493William A Braman2/15/2010
    
    
    
    (1
    )
    
    $
    74,833
    
    
    $
    149,666
    
    
    $
    224,5002/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    917
    
    
    
    1,375
    
    
    
    1,833
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    $
    22.01
    
    
    $
    30,2582/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,833
    
    
    
    
    
    
    $
    22.01
    
    
    $
    40,3442/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,637
    
    
    $
    22.01
    
    
    $
    80,646Dawn R. Landry
    
    
    2/15/2010
    
    
    
    (1
    )
    
    $
    73,125
    
    
    $
    146,250
    
    
    $
    219,3752/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,278
    
    
    
    1,917
    
    
    
    2,556
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    $
    22.01
    
    
    $
    42,1932/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,566
    
    
    
    
    
    
    $
    22.01
    
    
    $
    56,4782/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,863
    
    
    $
    22.01
    
    
    $
    112,492Richard W. Spriggle*
    
    
    2/15/2010
    
    
    
    (1
    )
    
    $
    81,250
    
    
    $
    162,500
    
    
    $
    243,7502/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,421
    
    
    
    2,131
    
    
    
    2,841
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    $
    22.01
    
    
    $
    46,8982/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,841
    
    
    
    
    
    
    $
    22.01
    
    
    $
    62,5302/15/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,736
    
    
    $
    22.01
    
    
    $
    124,982
 
 *
    
    Mr. Spriggles employment ended on March 10, 2011.(1)
    
    The Committee adopted the 2010 Annual Incentive Plan (AIP) on February 15, 2010. These amounts are based on the Named Executive Officers annual
salary.(2)
    
    The P-RSUs listed in columnh (maximum) were converted to RSUs with no performance metric required upon the completion of the merger.(3)
    
    The number of shares/units/options and cost per share were converted upon completion of the merger pro rata based on a new share price of $460/share.  Performance-based restricted stock units.
 Time-vested restricted stock units.
 103




---



##### 



Stock options.
 104




---



##### 



OUTSTANDING EQUITY AWARDS AT 2010 FISCAL YEAR-END
 Option Awards
    
    
    Stock AwardsEquityIncentiveEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity
    
    
    Plan Awards:Incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Incentive
    
    
    Market orPlan
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value of
    
    
    Plan Awards:
    
    
    PayoutAwards:
    
    
    
    
    
    
    
    
    
    
    Shares of
    
    
    Shares of
    
    
    Number of
    
    
    Value ofNumber of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units of
    
    
    Unearned
    
    
    UnearnedSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Stock
    
    
    Shares,
    
    
    Shares,Underlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    That
    
    
    That
    
    
    Units or
    
    
    Units orUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Have
    
    
    Have
    
    
    Other Rights
    
    
    Other RightsOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Option
    
    
    Not
    
    
    Not
    
    
    That Have
    
    
    That Have(#)
    
    
    (#)
    
    
    Options
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    Not Vested
    
    
    Not VestedName
    
    Exercisable
    
    
    Unexercisable
    
    
    (#)
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    ($)(1)
    
    
    (#)
    
    
    ($)(2)Michael P. Ryan
    
    
    
    
    
    
    2,468.68
    
    
    
    (3)
    
    
    
    
    
    
    $
    138.84
    
    
    
    3/9/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    532.80
    
    
    
    (4)
    
    
    
    
    
    
    $
    306.81
    
    
    
    2/15/2020
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81.71
    
    
    
    (5)
    
    
    $
    37,587
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,147.89
    
    
    
    (6)
    
    
    $
    528,029
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    519.53
    
    
    
    (7)
    
    
    $
    238,984
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81.71
    
    
    
    (8)
    
    
    $
    37,587
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,147.89
    
    
    
    (9)
    
    
    $
    528,029
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    519.53
    
    
    
    (10)
    
    
    $
    238,984Thomas R. Pilholski
    
    
    
    
    
    
    1,259
    
    
    
    (11)
    
    
    
    
    
    
    $
    138.84
    
    
    
    3/9/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    815
    
    
    
    (12)
    
    
    
    
    
    
    $
    306.81
    
    
    
    2/15/2020
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    585.17
    
    
    
    (13)
    
    
    $
    269,178
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    264.93
    
    
    
    (14)
    
    
    $
    121,868
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    585.17
    
    
    
    (15)
    
    
    $
    269,178
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    264.93
    
    
    
    (16)
    
    
    $
    121,868William A Braman
    
    
    
    
    
    
    624.41
    
    
    
    (17)
    
    
    
    
    
    
    $
    138.84
    
    
    
    3/9/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    404.39
    
    
    
    (18)
    
    
    
    
    
    
    $
    306.81
    
    
    
    2/15/2020
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    290.32
    
    
    
    (19)
    
    
    $
    133,547
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    131.49
    
    
    
    (20)
    
    
    $
    60,485
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    290.32
    
    
    
    (2)
    
    
    $
    133,547
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    131.49
    
    
    
    (22)
    
    
    $
    60,485Dawn R. Landry
    
    
    
    
    
    
    871
    
    
    
    (29)
    
    
    
    
    
    
    $
    138.84
    
    
    
    3/9/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    564.08
    
    
    
    (30)
    
    
    
    
    
    
    $
    306.81
    
    
    
    2/15/2020
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    405.11
    
    
    
    (31)
    
    
    $
    186,351
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    183.36
    
    
    
    (32)
    
    
    $
    84,346
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    405.11
    
    
    
    (33)
    
    
    $
    186,351
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    183.36
    
    
    
    (34)
    
    
    $
    84,346Richard W. Spriggle *
    
    
    
    
    
    
    968
    
    
    
    (23)
    
    
    
    
    
    
    $
    138.84
    
    
    
    3/9/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    626.71
    
    
    
    (24)
    
    
    
    
    
    
    $
    306.81
    
    
    
    2/15/2020
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    450.16
    
    
    
    (25)
    
    
    $
    207,074
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    203.81
    
    
    
    (26)
    
    
    $
    93,753
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    450.16
    
    
    
    (27)
    
    
    $
    207,074
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    203.81
    
    
    
    (28)
    
    
    $
    93,753
 105




---



##### 



*
    
    Mr. Spriggles employment ended March 10, 2011.(1)
    
    All values in this column are based on a share price of $460 as of December 31, 2010.(2)
    
    All values in this column are based on a share price of $460 as of December 31, 2010.(3)
    
    On March 9, 2009, Mr. Ryan received 3,703.02 stock options. 1,234.34 options vested on the first anniversary.
1,234.34 options will vest on the second and third anniversaries.(4)
    
    On February 15, 2010, Mr. Ryan received 1,598.41 stock options. 532.80 options will vested on the first and
second anniversaries. 532.81 options will vest on the third anniversary.(5)
    
    On February 21, 2008, Mr. Ryan received an award of 81.71 time-vested restricted units. The units vest on
February 21, 2011.(6)
    
    On March 9, 2009, Mr. Ryan received an award of 1,147.89 time-vested restricted units. The units vest on
March 9, 2012.(7)
    
    On February 15, 2010, Mr. Ryan received an award of 519.53 time-vested restricted units. The units vest on
February 15, 2013.(8)
    
    units vest on February 21, 2011. These performance-based units were converted to time-vested restricted
stock units upon acquisition by Finn Holding.(9)
    
    vest on March 9, 2012. These performance-based units were converted to time-vested restricted stock units
upon acquisition by Finn Holding.(10)
    
    units vest on February 15, 2013. These performance-based units were converted to time-vested restricted
stock units upon acquisition by Finn Holding.(11)
    
    On March 9, 2009, Mr. Pilholski received 1,887.89 stock options. 629.30 options vested on the first anniversary.
629.29 options will vest on the second anniversary and 629.30 on the third anniversary.(12)
    
    On February 15, 2010, Mr. Pilholski received 814.81 stock options. 271.60 options will vest on the first
anniversary. 271.60 options will vest on the second anniversary and 271.60 on the third anniversary.
 106




---



##### 



(13)
    
    On March 9, 2009, Mr. Pilholski received an award of 585.17 time-vested restricted units. The units vest on
March 9, 2012.(14)
    
    On February 15, 2010, Mr. Pilholski received an award of 264.93 time-vested restricted units. The units vest on
February 15, 2013.(15)
    
    units vest on March 9, 2012. These performance-based units were converted to time-vested restricted stock
units upon acquisition by Finn Holding.(16)
    
    units vest on February 15, 2013. These performance-based units were converted to time-vested restricted
stock units upon acquisition by Finn Holding.(17)
    
    On March 9, 2009, Mr. Braman received 936.61 stock options. 312.20 options vested on the first anniversary.
312.20 options will vest on the second anniversary and 312.21 on the third anniversary.(18)
    
    On February 15, 2010, Mr. Braman received 404.39 stock options. 134.79 options will vest on the first
anniversary. 134.80 options will vest on the second anniversary and 134.80 on the third anniversary.(19)
    
    On March 9, 2009, Mr. Braman received an award of 290.32 time-vested restricted units. The units vest on
March 9, 2012.(20)
    
    On February 15, 2010, Mr. Braman received an award of 131.49 time-vested restricted units. The units vest on
February 15, 2013.(21)
    
    vest on March 9, 2012. These performance-based units were converted to time-vested restricted stock units
upon acquisition by Finn Holding.(22)
    
    units vest on February 15, 2013. These performance-based units were converted to time-vested restricted
stock units upon acquisition by Finn Holding.(23)
    
    On March 9, 2009, Mr. Spriggle received 1,452.16 stock options. 484.05 options vested on the first anniversary.
484.05 options will vest on the second anniversary and 484.06 on the third anniversary.(24)
    
    On February 15, 2010, Mr. Spriggle received 626.71 stock options. 208.90 options will vest on the first
anniversary. 208.90 options will vest on the second anniversary and 208.91 on the third anniversary.
 107




---



##### 



(25)
    
    On March 9, 2009, Mr. Spriggle received an award of 450.16 time-vested restricted units. The units vest on
March 9, 2012.(26)
    
    On February 15, 2010, Mr. Spriggle received an award of 203.81 time-vested restricted units. The units vest on
February 15, 2013.(27)
    
    units vest on March 9, 2012. These performance-based units were converted to time-vested restricted stock
units upon acquisition by Finn Holding.(28)
    
    units vest on February 15, 2013. These performance-based units were converted to time-vested restricted
stock units upon acquisition by Finn Holding.(29)
    
    On March 9, 2009, Ms. Landry received 1,307.01 stock options. 435.67 options vested on the first anniversary.
435.67 options will vest on the second anniversary and 435.67 on the third anniversary.(30)
    
    On February 15, 2010, Ms. Landry received 564.08 stock options. 188.02 options will vest on the first
anniversary. 188.03 options will vest on the second anniversary and 188.03 on the third anniversary.(31)
    
    On March 9, 2009, Ms. Landry received an award of 405.11 time-vested restricted units. The units vest on
March 9, 2012.(32)
    
    On February 15, 2010, Ms. Landry received an award of 183.36 time-vested restricted units. The units vest on
February 15, 2013.(33)
    
    vest on March 9, 2012. These performance-based units were converted to time-vested restricted stock units
upon acquisition by Finn Holding.(34)
    
    units vest on February 15, 2013. These performance-based units were converted to time-vested restricted
stock units upon acquisition by Finn Holding.
 108




---



##### 



OPTION EXERCISES AND STOCK VESTED
 OPTION EXERCISES AND STOCK VESTED
 Options Awards1
    
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    
    Number of SharesAcquired on
    
    
    Value Realized
    
    
    Acquired on
    
    
    Value ReceivedExercise
    
    
    on Exercise
    
    
    Vesting
    
    
    on VestingName
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)Michael P. Ryan
    
    
    17,206
    
    
    $
    396,426
    
    
    
    477
    
    
    $
    10,499Thomas R. Pilholski
    
    
    8,771
    
    
    $
    202,084
    
    
    
    
    
    
    $
    William A. Braman
    
    
    4,352
    
    
    $
    100,270
    
    
    
    
    
    
    $
    Dawn R. Landry
    
    
    6,072
    
    
    $
    139,899
    
    
    
    
    
    
    $
    Richard W. Spriggle *
    
    
    6,747
    
    
    $
    155,451
    
    
    
    
    
    
    $
    
 
 1.
    
    All options granted prior to 2009 were canceled upon acquisition by Finn Holding. All
options listed as acquired were canceled and cashed out at the Acquistion closing date.*
    
    Mr. Spriggles employment ended on March 10, 2011. PENSION BENEFITS
 Number of
    
    
    Present
    
    
    PaymentsYears
    
    
    Value of
    
    
    DuringCredited
    
    
    Accumulated
    
    
    Last FiscalService
    
    
    Benefit
    
    
    YearName
    
    Plan Name

    
    (#)
    
    
    ($)(1)
    
    
    ($)Michael P. Ryan
    
    ACL LLC Pension Plan
    
    
    5
    
    
    $
    96,187
    
    
    
    
 Salaried Employee Pension Plans
   Post-Employment Provisions
   109




---



##### 



110




---



##### 



Termination Without Cause or for GoodReason following a Change of Control
    
    Any Other TerminationEquity
    
    ProratedName
    
    Salary
    
    Awards*
    
    Bonus
    
    Salary
    
    OptionMichael P. Ryan
    
    
    450,000
    
    
    
    2,620,006
    (1)
    
    
    318,750
    (6)
    
    
    
    
    
    
    Thomas R. Pilholski
    
    
    325,000
    
    
    
    1,311,121
    (2)
    
    
    211,250
    (7)
    
    
    
    
    
    
    William A. Braman
    
    
    250,000
    
    
    
    650,550
    (3)
    
    
    
    
    
    
    
    
    
    
    Dawn R. Landry
    
    
    
    
    
    
    907,643
    (4)
    
    
    
    
    
    
    
    
    
    
    Richard W. Spriggle
    
    
    
    
    
    
    1,008,576
    (5)
    
    
    
    
    
    
    
    
    
    
    
 
 *
    
    See Note 16 to the Consolidated Financial Statements(1)
    
    Includes $1,276,720 of value that was paid on March 4, 2011 as an extraordinary dividend on
Finn Holding Corporation shares.(2)
    
    Includes $650,907 of value that was paid on March 4, 2011 as an extraordinary dividend on Finn
Holding Corporation shares.(3)
    
    Includes $322,958 of value that was paid on March 4, 2011 as an extraordinary dividend on Finn
Holding Corporation shares.(4)
    
    Includes $450,598 of value that was paid on March 4, 2011 as an extraordinary dividend on
Finn Holding Corporation shares.(5)
    
    Includes $500,716 of value that was paid on March 4, 2011 as an extraordinary dividend on
Finn Holding Corporation shares.(6)
    
    Mr. Ryan was paid the full amount due for his 2010 bonus of $442,491 on February 25, 2011.(7)
    
    Mr. Pilholski was paid the full amount due for his 2010
bonus of $248,820 on February 25, 2011. EQUITY COMPENSATION PLAN INFORMATION
 Equity Compensation Plans
  Number of
    
    
    
    
    
    
    Number of SecuritiesSecurities to be
    
    
    
    
    
    
    Remaining AvailableIssued Upon
    
    
    Weighted-Average
    
    
    for Future IssuanceExercise of
    
    
    Exercise Price of
    
    
    Under EquityOutstanding Options(1)
    
    
    Outstanding Options
    
    
    Compensation PlansEquity
compensation plans
approved by
stockholders
    
    
    26,052.50
    
    
    
    213.03
    
    
    
    8,799Equity compensation
plans not approved
by stockholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    26,052.50
    
    
    
    213.03
    
    
    
    8,799
 
 (1)
    
    Includes 5,810.88 performance share units and 6,166.84 restricted
stock units. Performance share units contain specific cumulative
three-year performance criteria and will only vest if those
conditions are met. Restricted stock units are time vested units
that vest on various anniversary dates of the grant dates. These
shares do not carry an exercise price and therefore are not
included in the weighted average exercise price. 111




---



##### 



DIRECTOR COMPENSATION 2010
 DIRECTOR COMPENSATION 2010
 Change inPensionFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value andEarned or
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    Nonqua lifiedPaid in
    
    Stock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherCash
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    Compensation
    
    Total
    
    Value ofName
    
    ($)
    
    ($ )(5 )
    
    ($)
    
    ($)
    
    Earnings
    
    ($)
    
    ($ )
    
    Accelerated(a )
    
    (b)
    
    (c )
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    EquityClayton Yeutter
    
    $
    81,250
    
    
    $
    28,129               (1)
    
    
    $
    84,383              (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    178,116
    
    
    $
    123,486Richard Huber
    
    $
    57,500
    
    
    $
    18,753               (3)
    
    
    $
    56,269              (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    114,161
    
    
    $
    72,435Nils Larsen
    
    $
    63,750
    
    
    $
    18,753               (3)
    
    
    $
    56,269              (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    124,161
    
    
    $
    72,435Emanuel Rouvelas
    
    $
    78,750
    
    
    $
    18,753               (3)
    
    
    $
    56,269              (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    127,911
    
    
    $
    76,428R. Christopher Weber
    
    $
    78,750
    
    
    $
    18,753               (3)
    
    
    $
    56,269              (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    139,161
    
    
    $
    72,435
 
 (1)
    
    On March 9, 2009, Mr. Yeutter, as Chairman of our Board, received 2,823 restricted
shares of Common Stock. The restricted shares vest in three equal annual
installments, commencing on the first anniversary of the grant date. The dollar
values reflects the aggregate grant date fair value of equity awards granted within
the fiscal year in accordance with the Financial Accounting Standards Board
Accounting Standards Codification Topic 718 for stock-based compensation (formerly
FAS 123R) (ASC 718). The fair market value of the stock on date of grant was $9.96
per share.(2)
    
    On March 9, 2009, Mr. Yeutter, as Chairman of our Board, received 14,358 nonqualified
options to purchase Common Stock at an exercise price of $9.96 per share. The options
vested on September, 9, 2009. The dollar values reflects the aggregate grant date fair
value of equity awards granted within the fiscal year in accordance with ASC 718.(3)
    
    On March 9, 2009, Messrs. Davis, Huber, Larsen, Rouvelas and Weber, non-employee
directors, received 1,882 restricted shares of Common Stock. The restricted shares
vest in three equal annual installments, commencing on the first anniversary of the
grant date. The dollar values reflects the aggregate grant date fair value of equity
awards granted within the fiscal year in accordance with the Financial Accounting
Standards Board Accounting Standards Codification Topic 718 for stock-based
compensation (Formerly FAS 123R). The fair market value of the stock on date of
grant was $9.96 per share.(4)
    
    On March 9, 2009, Messrs. Davis, Huber, Larsen, Rouvelas and Weber, non-employee
directors, received 9,572 nonqualified options to purchase Common Stock at an exercise
price of $9.96 per share, the fair market value at close of market on the date of
grant, March 9, 2009. The options vested on September 9, 2009. The dollar values
reflects the aggregate grant date fair value of equity awards granted within the fiscal
year in accordance with ASC 718.(5)
    
    The dollar values reflects the aggregate grant date fair value of equity awards granted within the fiscal year in accordance with ASC 718. 
    
    In accordance with the terms of the Merger, vested and unvested stock options and
restricted stock units held by our Board of Directors were cashed out upon closing; and all
underwater stock options (vested and unvested) were cancelled.
 112




---



##### 



Stock AwardsRestricted
    
    Restricted
    
    StockStock
    
    Stock Units
    
    Options(#)
    
    (#)
    
    (#)Clayton Yeutter
    
    
    
    
    
    
    
    
    
    
    Eugene Davis
    
    
    
    
    
    
    
    
    
    
    Richard Huber
    
    
    
    
    
    
    
    
    
    
    Nils Larsen
    
    
    
    
    
    
    
    
    
    
    Emanuel R Rouvelas
    
    
    
    
    
    
    
    
    
    
    R. Christopher Weber
    
    
    
    
    
    
    
    
    
    
    
  COMPENSATION COMMITTEE REPORT
  
 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
 SECURITY OWNERSHIP OF COMMERCIAL BARGE LINE COMPANY
  Shareholder
    
    Number of Shares
    
    Percent of ClassPlatinum Equity Capital Finn
Partners I, L.P.
    
    107,731.05
    
    10.7Platinum Equity Capital Finn
Partners II, L.P.
    
    619,270.16
    
    61.9Platinum Equity Capital Partners-A
II, L.P.
    
    115,200.00
    
    11.5Platinum Equity Capital Partners-PF
II, L.P.
    
    117,798.79
    
    11.8Eva
Monica Kalawski
    
    
    
    Mary Ann Sigler
    
    
    
    
 113




---



##### 



Shareholder
    
    Number of Shares
    
    Percent of ClassMichael P. Ryan
    
    1,872.09(1)
    
    *Thomas R. Pilholski
    
    900.89(2)
    
    *William A. Braman
    
    446.99(3)
    
    *Richard W. Spriggle
    
    2,486.18(4)
    
    *Dawn R. Landry
    
    623.69(5)
    
    *Paul Bridwell
    
    
    
     
 
 *
    
    less than one percent(1)
    
    This amount excludes 3,334.84 shares of restricted stock and options to
purchase 2,299.95 shares of common stock that will not vest within 60 days of
March 15, 2010. This amount includes 1,767.14 shares of common stock issuable
upon exercise of options that are currently exercisable or will become
exercisable within 60 days of March 15, 2011. This amount also includes 104.95
shares of restricted stock that have or will vest within 60 days of March 15,
2011.(2)
    
    This amount excludes 1,700.20 shares of restricted stock and options to
purchase 1,172.51 shares of common stock that will not vest within 60 days of
March 15, 2010. This amount includes 900.89 shares of common stock issuable
upon exercise of options that are currently exercisable or will become
exercisable within 60 days of March 15, 2011.(3)
    
    This amount excludes 843.62 shares of restricted stock and options to
purchase 581.81 shares of common stock that will not vest within 60 days of
March 15, 2010. This amount includes 446.99 shares of common stock issuable
upon exercise of options that are currently exercisable or will become
exercisable within 60 days of March 15, 2011.(4)
    
    This amount includes 1,594.82 shares of common stock issuable upon exercise
of options that are currently exercisable or became exercisable due to Mr.
Spriggles termination of employment on March 10, 2011. This amount also
includes 891.36 shares of restricted stock that vested/accelerated due to Mr.
Spriggles termination of employment on March 10, 2011.(5)
    
    This amount excludes 1,176.94 shares of restricted stock and options to
purchase 811.73 shares of common stock that will not vest within 60 days of
March 15, 2010. This amount includes 623.69 shares of common stock issuable
upon exercise of options that are currently exercisable or will become
exercisable within 60 days of March 15, 2011. Item 13. Certain Relationships and Related Transactions, and Director Independence.
    114




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##### 



Item 14. Principal Accounting Fees and Services.
 Disclosure of Auditor Fees
  2010
    
    
    2009Audit Fees(1)
    
    $
    926,300
    
    
    $
    933,000Audit-Related Fees(2)
    
    
    101,700
    
    
    
    67,000Tax Fees(3)
    
    
    39,850
    
    
    
    27,881Total Fees
    
    $
    1,067,850
    
    
    $
    1,027,881
 
 (1)
    
    Audit Feeswere for professional services rendered for the audits of consolidated financial statements of the
Company, consents, and assistance with review of documents and registration statements filed with the SEC.(2)
    
    Audit-Related Feeswere for professional services rendered for financial statement audits of employee benefit plans.(3)
    
    Tax Feeswere for permissible tax services including U.S. and foreign tax compliance, tax planning and tax advice
that did not impair the independence of the auditor and that were consistent with the SECs rules on auditor
independence.
 PART IV
 Item 15. Exhibits, Financial Statement Schedules.
  1.
    
    The Companys Consolidated Audited Financial Statements required to be filed as a part
of this Annual Report are included in Part II, Item 8 Financial Statements and
Supplementary Data.2.
    
    All other financial statement schedules are omitted because the required information is
not applicable or because the information called for is included in the Companys
Consolidated Audited Financial Statements or the Notes to the Consolidated Audited
Financial Statements.3.
    
    Exhibits  The exhibits listed on the accompanying Exhibit Index filed or incorporated
by references as part of this Annual Report and such Exhibit Index is incorporated herein
by reference. On the Exhibit Index, a ±  identifies each management contract or
compensatory plan or arrangement required to be filed as an exhibit to this Annual Report,
and such listing is incorporated herein by reference.
 Index to Exhibits
 Exhibit No.
    
    Description2.1
    
    
    Agreement and Plan of Merger, dated as of October 18, 2010, by and among American
Commercial Lines Inc., Finn Holding Corporation and Finn Merger Corporation
(incorporated by reference to the Companys Form 8-K, filed on October 18, 2010)3.1
    
    
    Amended and Restated Certificate of Incorporation of Commercial Barge Line Company *
 115




---



##### 



Exhibit No.
    
    Description3.2
    
    
    Amended and Restated Bylaws of Commercial Barge Line Company *4.1
    
    
    Indenture, dated as of July 7, 2009, by and among Commercial Barge Line Company,
the guarantors named therein (which include American Commercial Lines Inc.), and
The Bank of New York Mellon Trust Company, N.A., as trustee with respect to senior
secured debt securities (Incorporated by reference to the Registration Statement on
Form S-4 of Commercial Barge Line Company and American Commercial Lines Inc., filed
on October 2, 2009)4.2
    
    
    Form of Notes representing $200,000,000 principal amount of 12
1/2% Senior Secured Notes due 2017, dated July 7, 2009.
(Incorporated by reference to the Registration Statement on Form S-4 of Commercial
Barge Line Company and American Commercial Lines Inc., filed on October 2, 2009)10.1
    
    
    Intercreditor Agreement, dated as of July 7, 2009 among Bank of America, N.A. as
administrative agent, collateral agent and security trustee, The Bank of New York
Mellon Trust Company, N.A., Commercial Barge Line Company, American Commercial
Lines LLC, ACL Transportation Services and Jeffboat LLC. (Incorporated by reference
to the Registration Statement on Form S-4 of Commercial Barge Line Company and
American Commercial Lines Inc., filed on October 2, 2009)10.2
    
    
    Credit Agreement dated as of December 21, 2010, by and among American Commercial
Lines, Inc., Commercial Barge Line Company, American Commercial Lines LLC, ACL
Transportation Services LLC and Jeffboat LLC, as borrowers, Wells Fargo Capital
Finance, LLC, as agent, and the lenders from time to time party thereto.
(Incorporated by reference to American Commercial Lines Inc.s Current Report on
Form 8-K, filed on December 23, 2010)10.3
    
    
    First Amendment to Credit Agreement dated as of February 7, 2011 by and among
American Commercial Lines, Inc., Commercial Barge Line Company, American Commercial
Lines LLC, ACL Transportation Services LLC and Jeffboat LLC, as borrowers, Wells
Fargo Capital Finance, LLC, as agent, and the lenders from time to time party
thereto.*10.4
    
    
    Second Amendment to Credit Agreement dated as of February 25, 2011 by and among
American Commercial Lines, Inc., Commercial Barge Line Company, American Commercial
Lines LLC, ACL Transportation Services LLC and Jeffboat LLC, as borrowers, Wells
Fargo Capital Finance, LLC, as agent, and the lenders from time to time party
thereto.*10.5
    
    
    Security Agreement, dated as of December 21, 2010, by and among American Commercial
Lines, Inc., Commercial Barge Line Company, American Commercial Lines, LLC, ACL
Transportation Services LLC and Jeffboat LLC, as grantors, and Wells Fargo Capital
Finance, LLC, as agent. (Incorporated by reference to American Commercial Lines
Inc.s Current Report on Form 8-K, filed on December 23, 2010)10.6
    
    
    Supplement to Intercreditor Agreement, dated as of December 21, 2010 among Wells
Fargo Capital Finance, LLC as administrative agent, collateral agent and security
trustee, The Bank of New York Mellon Trust Company, N.A., Commercial Barge Line
Company, American Commercial Liens LLC, ACL Transportation Services and Jeffboat
LLC. (Incorporated by reference to American Commercial Lines Inc.s Current Report
on Form 8-K, filed on December 23, 2010)10.7
    
    
    General Continuing Guaranty, dated as of December 21, 2010 by Finn Intermediate
Holding Corporation and American Commercial Lines Inc., as guarantors, in favor of
Wells Fargo Capital Finance, LLC, as agent. (Incorporated by reference to American
Commercial Lines Inc.s Current Report on Form 8-K, filed on December 23, 2010)
 116




---



##### 



Exhibit No.
    
    Description10.8±
    
    
    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. 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)10.10±
    
    
    Form of Restricted Stock Unit Agreement for executives of American Commercial Lines
Inc. (Incorporated herein by reference to American Commercial Lines Inc.s Current
Report on Form 8-K, filed on February 7, 2006)10.11±
    
    
    2008 Omnibus Incentive Plan (Incorporated by reference to American Commercial Lines
Inc.s Current Report on Form 8-K, filed on May 19, 2008)10.12±
    
    
    Form of Restricted Stock Unit Agreement (Incorporated by reference to American
Commercial Lines Inc.s Current Report on Form 8-K, filed on May 19, 2008)10.13±
    
    
    Form of Restricted Stock Unit Agreement (Incorporated by reference to American
Commercial Lines Inc.s Current Report on Form 8-K, filed on April 3, 2009)10.14±
    
    
    Form of Performance Based Restricted Stock Unit Agreement for Executives
(Incorporated by reference to American Commercial Lines Inc.s Current Report on
Form 8-K, filed on April 3, 2009)10.15±
    
    
    Form of Restricted Stock Unit Agreement (Incorporated by reference to American
Commercial Lines Inc.s Current Report on Form 8-K, filed on April 3, 2009)10.16±
    
    
    Employment Letter Agreement, dated as of March 12, 2008, by and between American
Commercial Lines LLC and Michael P. Ryan (Incorporated by reference to American
Commercial Lines Inc.s Quarterly Report on Form 10-Q, filed on May 8, 2008)10.17±
    
    
    Employment Letter Agreement, dated as of March 17, 2008, by and between American
Commercial Lines LLC and Thomas R. Pilholski (Incorporated by reference to American
Commercial Lines Inc.s Quarterly Report on Form 10-Q, filed on May 8, 2008)10.18±
    
    
    Employment Letter Agreement, dated as of April 25, 2008, by and between American
Commercial Lines LLC and Dawn Landry (Incorporated by reference to American
Commercial Lines Inc.s Current Report on Form 8-K, filed on August 7, 2008)10.19±
    
    
    Employment Letter Agreement, dated July 26, 2010, by and between American
Commercial Lines Inc. and William A. Braman, II (Incorporated by reference to
American Commercial Lines Inc.s Current Report on Form 10-Q, filed on November 5,
2010)10.20±
    
    
    Employment Letter Agreement, dated as of January 6, 2011, by and between American
Commercial Lines LLC and Paul Bridwell *10.21±
    
    
    Employment Letter Agreement, dated as of November 2008, between American Commercial
Lines Inc. and Richard W. Spriggle (Incorporated by reference to American
Commercial Lines Inc.s Quarterly Report on Form 10-Q, filed May 8, 2009)10.22±
    
    
    Stockholders Agreement of Finn Holding Corporation dated as of December 21, 2010*10.23±
    
    

Form
of Corporate Advisory Services Agreement by and  between Finn Holdings
Corporation and Platinum Equity Advisors, LLC (included as an exhibit
to Exhibit 10.22)*21.1
    
    
    Subsidiaries*31.1
    
    
    CEO Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002*31.2
    
    
    CFO Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002*32.1
    
    
    CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*32.2
    
    
    CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
 
 *
    
    Filed herewith+
    
    Management contract or compensatory plan or arrangement. 117




---



##### 



SIGNATURES
  COMMERCIAL BARGE LINE COMPANYBy:
    /s/  MICHAEL P. RYANMichael P. RyanPresident and Chief Executive Officer  118




---



##### 



Name
    
    Title
    
    Date/s/ MICHAEL P. RYAN

Michael P. Ryan
    
    Director, President
and Chief Executive
Officer (Principal
Executive Officer)
    
    March 31, 2011/s/ THOMAS L. PILHOLSKI

Thomas L. Pilholski
    
    Senior Vice
President, Chief
Financial Officer
(Principal
Financial Officer)
    
    March 31, 2011/s/ EVA KALAWSKI

Eva Kalawski
    
    Director
    
    March 31, 2011/s/ Mary Ann Sigler

Mary Ann Sigler
    
    Director
    
    March 31, 2011
 119