##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30, 2011ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For 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)   þ o
  o o
  Regulation S-T o o
  Rule 12b-2
  Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ

Smaller reporting company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
  Not applicable
  Not applicable.
  DOCUMENTS
    INCORPORATED BY REFERENCE
    None




---



##### 





COMMERCIAL
    BARGE LINE COMPANY
    QUARTERLY REPORT ON
    FORM 10-Q
    FOR THE QUARTERLY PERIOD ENDED June 30, 2011
    TABLE OF CONTENTS
   
 PagePART I FINANCIAL INFORMATIONItem 1:


Financial Statements (unaudited)


3Condensed Consolidated Statements of
    Operations


3Condensed Consolidated Balance Sheets


4Condensed Consolidated Statements of Cash
    Flows


5Condensed Consolidated Statement of
    Stockholders Equity


6Notes to Condensed Consolidated Financial
    Statements


7Item 2:


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


22Item 3:


Quantitative and Qualitative Disclosures About
    Market Risk


40Item 4:


Controls and Procedures


40PART II OTHER INFORMATIONItem 1:


Legal Proceedings


41Item 1A:


Risk Factors


41Item 2:


Unregistered Sales of Securities and Use of
    Proceeds


43Item 3:


Defaults on Senior Securities


43Item 4:


Removed and Reserved


43Item 6:


Exhibits


43Signatures


44Certification by CEOCertification by CFOCertification by CEOCertification by CFOEX-10.2EX-10.3EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION
  ITEM 1.
    FINANCIAL
    STATEMENTS  COMMERCIAL
    BARGE LINE COMPANY
  CONDENSED CONSOLIDATED STATEMENT OF
    OPERATIONS
 (Unaudited 
    In thousands)
  Successor



Predecessor


Successor



PredecessorCompany



Company


Company



CompanyThree Months



Three Months


Six Months



Six MonthsEnded



Ended


Ended



EndedJune 30,



June 30,


June 30,



June 30,2011



2010


2011



2010RevenuesTransportation and Services

$
165,029



$
152,422


$
327,683



$
289,276Manufacturing


36,547




11,879



52,554




23,321Revenues


201,576




164,301



380,237




312,597Cost of SalesTransportation and Services


168,259




135,245



327,068




258,297Manufacturing


35,001




11,462



51,445




21,994Cost of Sales


203,260




146,707



378,513




280,291Gross (Loss) Profit


(1,684
)



17,594



1,724




32,306Selling, General and Administrative Expenses


14,024




10,565



32,765




22,185Operating (Loss) Income


(15,708
)



7,029



(31,041
)



10,121Other Expense (Income)Interest Expense


7,624




9,766



15,092




19,619Other, Net


(214
)



(107
)


(344
)



(161
)Other Expense


7,410




9,659



14,748




19,458Loss from Continuing Operations Before Income Taxes


(23,118
)



(2,630
)


(45,789
)



(9,337
)Income Tax Benefit


(7,495
)



(1,267
)


(16,298
)



(4,494
)Loss from Continuing Operations


(15,623
)



(1,363
)


(29,491
)



(4,843
)Discontinued Operations, Net of Tax


18




(2
)


10




(2
)Net Loss

$
(15,605
)


$
(1,365
)

$
(29,481
)


$
(4,845
)    3




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##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY
  CONDENSED CONSOLIDATED BALANCE SHEET
 (In
    thousands)
  June 30,


December 31,2011


2010(Unaudited)ASSETSCurrent AssetsCash and Cash Equivalents

$
1,588


$
3,707Accounts Receivable, Net


77,673



83,518Inventory


81,261



50,834Deferred Tax Assets


2,882



10,072Assets Held for Sale


1,223



2,133Prepaid and Other Current Assets


29,439



32,075Total Current Assets


194,066



182,339Properties, Net


938,731



979,655Investment in Equity Investees


5,950



5,743Accounts Receivable, Affiliates


12,508



17,400Other Assets


50,547



53,665Goodwill


20,470



20,470Total Assets

$
1,222,272


$
1,259,272LIABILITIESCurrent LiabilitiesAccounts Payable

$
47,593


$
44,782Accrued Payroll and Fringe Benefits


12,582



27,992Deferred Revenue


21,017



14,132Accrued Claims and Insurance Premiums


12,616



12,114Accrued Interest


11,797



11,667Customer Deposits






500Other Liabilities


27,177



25,810Total Current Liabilities


132,782



136,997Long Term Debt


418,023



385,152Pension and Post Retirement Liabilities


38,265



38,615Deferred Tax Liabilities


186,497



208,651Other Long Term Liabilities


53,618



60,901Total Liabilities


829,185



830,316SHAREHOLDERS EQUITYOther Capital


432,774



435,487Retained Deficit


(42,647
)


(6,635
)Accumulated Other Comprehensive Income


2,960



104Total Shareholders Equity


393,087



428,956Total Liabilities and Shareholders Equity

$
1,222,272


$
1,259,272    4




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##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY



CONDENSED
    CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited 
    In thousands)  Successor



PredecessorCompany



CompanySix Months



Six MonthsEnded



EndedJune 30,



June 30,2011



2010OPERATING ACTIVITIESNet Loss

$
(29,481
)


$
(4,845
)Adjustments to Reconcile Net Loss to Net Cash (Used in)Provided by Operating Activities:Depreciation and Amortization


55,432




23,911Debt Premium and Debt Issuance Cost Amortization


(1,336
)



2,651Deferred Taxes


(21,449
)



16,438Gain on Property Dispositions/Impairment of Assets Held for Sale


(1,329
)



(3,593
)Share-Based Compensation


1,816




1,623Other Operating Activities


(4,162
)



386Changes in Operating Assets and Liabilities:Accounts Receivable


8,919




26,414Inventory


(30,427
)



(17,521
)Other Current Assets


10,736




(13,803
)Accounts Payable


1,359




(4,198
)Accrued Interest


130




(817
)Other Current Liabilities


(4,653
)



(13,731
)Net Cash (Used in) Provided by Operating Activities


(14,445
)



12,915INVESTING ACTIVITIESProperty Additions


(16,109
)



(21,909
)Proceeds from Property Dispositions


3,307




7,288Proceeds from Government Grant







2,302Other Investing Activities


(5,642
)



1,359Net Cash Used in Investing Activities


(18,444
)



(10,960
)FINANCING ACTIVITIESRevolving Credit Facility Borrowings


35,736




4,192Bank Overdrafts on Operating Accounts


1,452




(3,970
)Debt Issuance/Refinancing Costs


(100
)



(150
)Dividends Paid


(6,531
)



Tax Benefit (Expense) of Share-Based Compensation


213




(1,252
)Exercise of Stock Options







438Acquisition of Treasury Stock







(721
)Other Financing Activities







(200
)Net Cash Provided by (Used in) Financing Activities


30,770




(1,663
)Net (Decrease) Increase in Cash and Cash Equivalents


(2,119
)



292Cash and Cash Equivalents at Beginning of Period


3,707




1,198Cash and Cash Equivalents at End of Period

$
1,588



$
1,490    5




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##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY
  CONDENSED
    CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
 (Unaudited 
    In thousands)
  AccumulatedOtherOther


Retained


ComprehensiveCapital


Deficit


Income


TotalBalance at December 31, 2010

$
435,487


$
(6,635
)

$
104


$
428,956Excess Tax Benefit of Share-based Compensation


213











213Cash Dividends






(6,531
)






(6,531
)Comprehensive Loss:Net Loss






(29,481
)






(29,481
)Net Gain in Fuel Swaps Designated as Cash Flow Hedging
    Instrument, Net of Tax










2,856



2,856Other


(2,926
)










(2,926
)Total Comprehensive Loss









$
2,856Balance at June 30, 2011

$
432,774


$
(42,647
)

$
2,960


$
393,087    6




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##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (Dollars in thousands, except as otherwise indicated)
  Note 1.
    Reporting
    Entity and Accounting Policies          Form 10-Q Regulation S-X.
 7




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##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  sub-lease
      2011-5
  Form 10-K
    Note 2.
    Debt  June 30,


December 31,2011


2010Revolving Credit Facility

$
186,046


$
150,3102017 Senior Notes


200,000



200,000Plus Purchase Premium


31,977



34,842Total Long Term Debt

$
418,023


$
385,152      8




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##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Note 3.
    Inventory    June 30,


December 31,2011


2010Raw Materials

$
35,492


$
19,255Work in Process


17,305



5,844Parts and Supplies


28,464



25,735$
81,261


$
50,834  9




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##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 4.
    Income
    Taxes      Note 5.
    Employee
    Benefit Plans    Three Months Ended


Six Months EndedJune 30,


June 30,Successor


Predecessor


Successor


Predecessor2011


2010


2011


2010Pension Components:Service cost

$
1,120


$
1,200


$
2,240


$
2,400Interest cost


2,634



2,590



5,268



5,180Expected return on plan assets


(3,250
)


(3,130
)


(6,500
)


(6,260
)Amortization of unrecognized losses






15







30Net periodic benefit cost

$
504


$
675


$
1,008


$
1,350Post-retirement Components:Service cost

$
3


$
5


$
6


$
10Interest cost


55



87



110



174Amortization of net gain






(270
)






(540
)Net periodic benefit cost

$
58


$
(178
)

$
116


$
(356
)   Note 6.
    Related
    Party Transactions     10




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##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Note 7.
    Business
    Segments    Form 10-K
      11




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##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reportable Segments


All Other


IntersegmentSuccessor

Transportation


Manufacturing


Segments(1)


Eliminations


TotalThree Months ended June 30, 2011Total revenue

$
163,652


$
36,600


$
1,753


$
(429
)

$
201,576Intersegment revenues


335



53



41



(429
)


Revenue from external customers


163,317



36,547



1,712







201,576Operating expenseMaterials, supplies and other


61,413















61,413Rent


6,977















6,977Labor and fringe benefits


25,683















25,683Fuel


45,749















45,749Depreciation and amortization


25,908















25,908Taxes, other than income taxes


3,246















3,246Gain on disposition of equipment


(1,303
)














(1,303
)Cost of goods sold






35,001



586







35,587Total cost of sales


167,673



35,001



586







203,260Selling, general & administrative


12,613



400



1,011







14,024Total operating expenses


180,286



35,401



1,597







217,284Operating (loss) income

$
(16,969
)

$
1,146


$
115


$



$
(15,708
)   Reportable Segments


All Other


IntersegmentPredecessor

Transportation


Manufacturing


Segments(1)


Eliminations


TotalThree Months ended June 30, 2010Total revenue

$
150,578


$
19,015


$
2,024


$
(7,316
)

$
164,301Intersegment revenues


180



7,136







(7,316
)


Revenue from external customers


150,398



11,879



2,024







164,301Operating expenseMaterials, supplies and other


52,602















52,602Rent


5,151















5,151Labor and fringe benefits


31,038















31,038Fuel


31,122















31,122Depreciation and amortization


11,000















11,000Taxes, other than income taxes


3,216















3,216Gain on disposition of equipment


278















278Cost of goods sold






11,462



838







12,300Total cost of sales


134,407



11,462



838







146,707Selling, general & administrative


8,834



625



1,106







10,565Total operating expenses


143,241



12,087



1,944







157,272Operating income (loss)

$
7,157


$
(208
)

$
80


$



$
7,029  12




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##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reportable Segments


All Other


IntersegmentSuccessor

Transportation


Manufacturing


Segments(1)


Eliminations


TotalSix Months ended June 30, 2011Total revenue

$
324,980


$
64,581


$
3,297


$
(12,621
)

$
380,237Intersegment revenues


537



12,027



57



(12,621
)


Revenue from external customers


324,443



52,554



3,240







380,237Operating expenseMaterials, supplies and other


118,256















118,256Rent


13,964















13,964Labor and fringe benefits


55,926















55,926Fuel


81,572















81,572Depreciation and amortization


51,427















51,427Taxes, other than income taxes


6,113















6,113Gain on disposition of equipment


(1,328
)














(1,328
)Cost of goods sold






51,445



1,138







52,583Total cost of sales


325,930



51,445



1,138







378,513Selling, general & administrative


29,680



1,008



2,077







32,765Total operating expenses


355,610



52,453



3,215







411,278Operating (loss) income

$
(31,167
)

$
101


$
25


$



$
(31,041
)   13




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##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reportable Segments


All Other


IntersegmentPredecessor

Transportation


Manufacturing


Segments(1)


Eliminations


TotalSix Months ended June 30, 2010Total revenue

$
285,642


$
44,500


$
3,956


$
(21,501
)

$
312,597Intersegment revenues


322



21,179







(21,501
)


Revenue from external customers


285,320



23,321



3,956







312,597Operating expenseMaterials, supplies and other


102,423















102,423Rent


10,389















10,389Labor and fringe benefits


60,077















60,077Fuel


59,009















59,009Depreciation and amortization


22,074















22,074Taxes, other than income taxes


6,334















6,334Gain on disposition of equipment


(3,593
)














(3,593
)Cost of goods sold






21,994



1,584







23,578Total cost of sales


256,713



21,994



1,584







280,291Selling, general & administrative


18,641



1,289



2,255







22,185Total operating expenses


275,354



23,283



3,839







302,476Operating income

$
9,966


$
38


$
117


$



$
10,121     (1)
    
    Financial data for a segment below the reporting threshold is
    attributable to a segment that provides naval architectural
    design services.  Note 8.
    Financial
    Instruments, Risk Management and Comprehensive Income
    (Loss)     14




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##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fair Value ofMeasurements atReporting Date UsingMarkets for IdenticalDescription

6/30/2011

Assets (Level 1)Fuel Price Swaps

$
6,363


$
6,363       Comprehensive
    Income (Loss)
  Successor



Predecessor


Successor



PredecessorCompany



Company


Company



CompanyThree Months



Three Months


Six Months



Six MonthsEnded



Ended


Ended



EndedJune 30,



June 30,


June 30,



June 30,2011



2010


2011



2010Net Loss

$
(15,605
)


$
(1,365
)

$
(29,481
)


$
(4,845
)Other Comprehensive Income (Loss)


(3,657
)



(1,587
)


2,856




(1,762
)Total Comprehensive Loss

$
(19,262
)


$
(2,952
)

$
(26,625
)


$
(6,607
)   net-of-tax
  Gallons


DollarsFuel Price Swaps at December 31, 2010


7,638


$
2,9191st Quarter 2011 Fuel Hedge Expense


(5,501
)


(2,055
)1st Quarter 2011 Changes


24,900



13,1812nd Quarter 2011 Fuel Hedge Expense


(7,813
)


(4,158
)2nd Quarter 2011 Changes


9,501



(3,524
)Fuel Price Swaps at June 30, 2011


28,725


$
6,363  15




---



##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 9.
    Contingencies    Stockholder litigation. No. 5919-VCL. No. 1002-1011-CT-1344. and/or
  Shareholder Appraisal Action. Del. C.
    Collision Incident, Mile Marker 97 of the Mississippi
    River.
 16




---



##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 08-4012, No. 08-4007, No. 09-cv-04494 No. 09-4464 08-4156,
 17




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##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Note 10.
    Share-Based
    Compensation     18




---



##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Compensation  Stock Compensation
             19




---



##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Note 11.
    Acquisitions,
    Dispositions and Impairment  Acquisition
    of ACL by Finn Holding Corporation (owned primarily by certain
    affiliates of Platinum Equity, LLC)
     20




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##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Paid to former largest shareholder

$
101,077Paid to remaining shareholders


317,200Payments to Share-based compensation holders


14,284Assumed Credit Facility


169,204Fair value of the 2017 Senior Notes


235,000Purchase price

$
836,765   Allocation of the Purchase Price
  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


(207,852
)Goodwill


20,470Total

$
836,765   Dispositions
    and Impairments 
   21




---



##### Table of Contents



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS (MD&A)  This MD&A includes certain forward-looking
    statements that involve many risks and uncertainties. When
    used, words such as anticipate, expect,
    believe, intend, may be,
    will be and similar words or phrases, or the
    negative thereof, unless the context requires otherwise, are
    intended to identify forward-looking statements. These
    forward-looking statements are based on managements
    present expectations and beliefs about future events. As with
    any projection or forecast, these statements are inherently
    susceptible to uncertainty and changes in circumstances. The
    Company is under no obligation to, and expressly disclaims any
    obligation to, update or alter its forward-looking statements
    whether as a result of such changes, new information, subsequent
    events or otherwise.
  See the risk factors included in Item 1A of this report
    and our
    Form 10-K
    for the year ended December 31, 2010, for a detailed
    discussion of important factors that could cause actual results
    to differ materially from those reflected in such
    forward-looking statements. The potential for actual results to
    differ materially from such forward-looking statements should be
    considered in evaluating our outlook.
  INTRODUCTION
    Overview.
  Results of Operations.
  Liquidity and Capital Resources.
  Changes in Accounting Standards.
  Critical Accounting Policies. Form 10-K
  Quantitative and Qualitative Disclosures about Market
    Risk. Form 10-K
   22




---



##### Table of Contents



OVERVIEW
  Our
    Business
  The
    Company
                 23




---



##### Table of Contents



The
    Industry
  ton-miles,
  
    Source: U.S. Army Corps of Engineers Waterborne Commerce
    Statistics Center
  Consolidated
    Financial Overview
       24




---



##### Table of Contents



write-up
      quarter-over-quarter
          Segment
    Overview
   25




---



##### Table of Contents



Transportation
      ton-miles ton-miles, ton-miles
        ton-mile
  ton-miles ton-mile ton-mile
       26




---



##### Table of Contents



net-of-hedge-impact
  net-of-hedge-impact
 27




---



##### Table of Contents



Key
    Operating Statistics
  Three


% Change to


Six


% Change toMonths Ended


Prior Year Quarter


Months Ended


Prior Year YTDJune 30, 2011


Increase (Decrease)


June 30, 2011


Increase (Decrease)Ton-miles
    (000s):Total dry


6,683,036



(10.2
)%


13,481,148



(2.0
)%Total liquid


456,708



(8.6
)%


1,021,285



3.8
%Total affreightment
    ton-miles


7,139,744



(10.1
)%


14,502,433



(1.6
)%Total non-affreightment
    ton-miles


865,438



28.2
%


1,732,683



28.3
%Total
    ton-miles


8,005,182



(7.1
)%


16,235,116



0.9
%Average
    ton-miles
    per affreightment barge


3,176



(6.8
)%


6,426



2.4
%Rates per ton mile:Dry rate per
    ton-mile






20.1
%






17.7
%Fuel neutral dry rate per
    ton-mile






11.3
%






11.9
%Liquid rate per
    ton-mile






19.0
%






12.8
%Fuel neutral liquid rate per-ton mile






4.1
%






2.7
%Overall rate per
    ton-mile

$
16.26



20.1
%

$
16.05



17.5
%Overall fuel neutral rate per
    ton-mile

$
14.96



10.5
%

$
15.16



11.0
%Revenue per average barge operated

$
68,248



12.6
%

$
135,185



18.0
%Fuel price and volume data:Fuel price

$
3.04



36.9
%

$
2.83



32.0
%Fuel gallons


15,043



7.4
%


28,791



4.7
%Revenue data (in thousands):Affreightment revenue

$
115,845



7.9
%

$
232,241



15.6
%Towing


11,301



16.5
%


22,234



23.0
%Charter and day rate


21,195



31.8
%


38,195



18.2
%Demurrage


8,672



17.2
%


20,510



20.3
%Other


6,304



(36.3
)%


11,263



(33.6
)%Total non-affreightment revenue


47,472



10.2
%


92,202



9.2
%Total transportation segment revenue

$
163,317



8.6
%

$
324,443



13.7
%  28




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##### Table of Contents



Barge
    Fleet Changes
  Current Quarter

Dry


Tankers


TotalBarges operated as of March 31, 2011


2,080



318



2,398Retired (includes reactivations)


(6
)


(4
)


(10
)Barges operated as of June 30, 2011


2,074



314



2,388   Year-to-date

Dry


Tankers


TotalBarges operated as of December 31, 2010


2,086



325



2,411Retired (includes reactivations)


(34
)


(11
)


(45
)New builds


25







25Change in number of barges leased


(3
)






(3
)Barges operated as of June 30, 2011


2,074



314



2,388     Owned
    Boat Counts and Average Age by Horsepower Class
  AverageHorsepower Class

Number


Age1950 or less


35



33.2Less than 4300


22



35.2Less than 6200


42



36.37000 or over


11



32.8Total/overall age


110



34.8     Manufacturing
     29




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##### Table of Contents



Manufacturing
    Segment Units Produced for External Sales or Internal
    Use
  Quarters Ended June 30,


Six Months Ended June 30,2011


2010


2011


2010External sales:Liquid tank barges






2







5Ocean tank barges






1







2Deck barges


6







12



Dry cargo barges


64



9



87



9Total external units sold


70



12



99



16Internal sales:Dry cargo barges






17



25



50Total units into production






17



25



50Total units produced


70



29



124



66  30




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##### Table of Contents



Consolidated
    Financial Overview  Non-GAAP Financial Measure
    Reconciliation
  NET LOSS
    TO EBITDA RECONCILIATION
  Successor



Predecessor


Successor



PredecessorThree Months



Three Months


Six Months



Six MonthsEnded



Ended


Ended



EndedJune 30,



June 30,


June 30,



June 30,2011



2010


2011



2010(Dollars in thousands)(Unaudited)Net Loss from Continuing Operations

$
(15,623
)


$
(1,363
)

$
(29,491
)


$
(4,843
)Discontinued Operations, Net of Income Taxes


18




(2
)


10




(2
)Consolidated Net Loss

$
(15,605
)


$
(1,365
)

$
(29,481
)


$
(4,845
)Adjustments from Continuing Operations:Interest Income


(103
)







(158
)



(1
)Interest Expense


7,624




9,766



15,092




19,619Depreciation and Amortization


27,907




11,912



55,432




23,911Taxes


(7,495
)



(1,267
)


(16,298
)



(4,494
)Adjustments from Discontinued Operations:Interest Income


(18
)







(18
)



EBITDA from Continuing Operations


12,310




19,048



24,577




34,192EBITDA from Discontinued Operations







(2
)


(8
)



(2
)Consolidated EBITDA

$
12,310



$
19,046


$
24,569



$
34,190EBITDA from Continuing Operations by Segment:Transportation Net Loss

$
(16,900
)


$
(1,229
)

$
(29,657
)


$
(4,974
)Interest Income


(103
)







(158
)



(1
)Interest Expense


7,624




9,766



15,092




19,619Depreciation and Amortization


25,908




11,000



51,427




22,074Taxes


(7,495
)



(1,267
)


(16,298
)



(4,494
)Transportation EBITDA

$
9,034



$
18,270


$
20,406



$
32,224Manufacturing Net Income (Loss)

$
1,162



$
(214
)

$
141



$
14Depreciation and Amortization


1,980




828



3,967




1,669External Manufacturing EBITDA

$
3,142



$
614


$
4,108



$
1,683    31




---



##### Table of Contents



Outlook
  Second
    Quarter 2011 Weather Event
    daylight-hours
    Longer-term
    Outlook
    ton-mile ton-mile
     32




---



##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY OPERATING RESULTS by BUSINESS SEGMENT
    Quarter Ended June 30, 2011 as compared with Quarter Ended
    June 30, 2010
  % of ConsolidatedQuarter Ended June 30,





RevenueSuccessor



Predecessor





2nd Quarter2011



2010


Variance


2011


2010(Dollars in thousands except where noted)(Unaudited)REVENUETransportation and Services

$
165,029



$
152,422


$
12,607



81.9
%


92.8
%Manufacturing (external and internal)


36,600




19,015



17,585



18.2
%


11.6
%Intersegment manufacturing elimination


(53
)



(7,136
)


7,083



(0.1
)%


(4.4
)%Consolidated Revenue


201,576




164,301



37,275



100.0
%


100.0
%OPERATING EXPENSETransportation and Services


181,883




145,185



36,698Manufacturing (external and internal)


35,454




19,223



16,231Intersegment manufacturing elimination


(53
)



(7,136
)


7,083Consolidated Operating Expense


217,284




157,272



60,012



107.8
%


95.7
%OPERATING INCOMETransportation and Services


(16,854
)



7,237



(24,091
)Manufacturing (external and internal)


1,146




(208
)


1,354Intersegment manufacturing elimination











Consolidated Operating (Loss) Income


(15,708
)



7,029



(22,737
)


(7.8
)%


4.3
%Interest Expense


7,624




9,766



(2,142
)Debt Retirement Expenses











0Other Expense (Income)


(214
)



(107
)


(107
)Loss Before Income Taxes


(23,118
)



(2,630
)


(20,488
)Income Tax Benefit


(7,495
)



(1,267
)


(6,228
)Discontinued Operations


18




(2
)


20Net Loss

$
(15,605
)


$
(1,365
)

$
(14,240
)Domestic Barges Operated (average of period beginning and end)


2,393




2,482



(89
)Revenue per Barge Operated (Actual)

$
68,248



$
60,595


$
7,653   RESULTS
    OF OPERATIONS
  Quarter
    ended June 30, 2011 comparison to quarter ended
    June 30, 2010
  Revenue.
  ton-miles.
   33




---



##### Table of Contents



ton-miles
    Operating Expense.
      Operating Loss.
      Interest Expense.
  Income Tax Expense.
  Net Income (Loss).
 34




---



##### Table of Contents



COMMERCIAL
    BARGE LINE COMPANY OPERATING RESULTS by BUSINESS SEGMENT
    Six Months Ended June 30, 2011 as compared with Six Months
    Ended June 30, 2010
  % of ConsolidatedSix Months Ended June 30,





RevenueSuccessor



Predecessor





Six Months2011



2010


Variance


2011


2010(Dollars in thousands except where noted)(Unaudited)REVENUETransportation and Services

$
327,683



$
289,276


$
38,407



86.2
%


92.5
%Manufacturing (external and internal)


64,581




44,500



20,081



17.0
%


14.2
%Intersegment manufacturing elimination


(12,027
)



(21,179
)


9,152



(3.2
)%


(6.7
)%Consolidated Revenue


380,237




312,597



67,640



100.0
%


100.0
%OPERATING EXPENSETransportation and Services


358,825




279,193



79,632Manufacturing (external and internal)


64,480




44,462



20,018Intersegment manufacturing elimination


(12,027
)



(21,179
)


9,152Consolidated Operating Expense


411,278




302,476



108,802



108.2
%


96.8
%OPERATING INCOMETransportation and Services


(31,142
)



10,083



(41,225
)Manufacturing (external and internal)


101




38



63Intersegment manufacturing elimination











Consolidated Operating (Loss) Income


(31,041
)



10,121



(41,162
)


(8.2
)%


3.2
%Interest Expense


15,092




19,619



(4,527
)Other Income


(344
)



(161
)


(183
)Loss Before Income Taxes


(45,789
)



(9,337
)


(36,452
)Income Tax Benefit


(16,298
)



(4,494
)


(11,804
)Discontinued Operations


10




(2
)


12Net Loss

$
(29,481
)


$
(4,845
)

$
(24,636
)Domestic Barges Operated (average of period beginning and end)


2,400




2,491



(91
)Revenue per Barge Operated (Actual)

$
135,185



$
114,540


$
20,645   RESULTS
    OF OPERATIONS
  Six
    months ended June 30, 2011 comparison to six months ended
    June 30, 2010
  Revenue.
  ton-mile
   35




---



##### Table of Contents



ton-miles
    Operating Expense.
        Operating Loss.
      Interest Expense.
 36




---



##### Table of Contents



Income Tax Expense.
  Net Income (Loss).
  LIQUIDITY
    AND CAPITAL RESOURCES
          30-day
 37




---



##### Table of Contents



Our
    Indebtedness
    Net
    Cash, Capital Expenditures and Cash Flow
       38




---



##### Table of Contents



CHANGES
    IN ACCOUNTING STANDARDS
    2011-5
  Form 10-K
  CRITICAL
    ACCOUNTING POLICIES
  percentage-of-completion
  Form 10-K
  Form 10-Q Regulation S-X.
  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    Fuel
    Price Risk
   39




---



##### Table of Contents



Interest
    Rate and Other Risks
    Foreign
    Currency Exchange Rate Risks
    ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    ITEM 4.
    CONTROLS
    AND PROCEDURES  Evaluation of Disclosure Controls and
    Procedures.
 40




---



##### Table of Contents



Rule 13a-15(b)).
  Changes in Internal Control over Financial
    Reporting. Rules 13a-15(f) 15d-15(f)
 PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings.    ITEM 1A.
    RISK
    FACTORS    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.
    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. 41




---



##### Table of Contents




    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.  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.
    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. 42




---



##### Table of Contents




    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.  Form 10-K
  ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  Not applicable.
  ITEM 3.
    DEFAULTS
    UPON SENIOR SECURITIES  Not
  ITEM 4.
    REMOVED
    AND RESERVED  ITEM 5.
    OTHER
    INFORMATION    ITEM 6.
    EXHIBITS  Exhibit No.

Description10.1+

Commercial Barge Line Company 2011 Annual Incentive Plan
    Corporate Employees (Incorporated by reference to the
    Companys Current Report on
    Form 8-K,
    filed on July 19, 2011).10.2*+

Employment Letter Agreement, dated July 20, 2011, by and
    between American Commercial Lines Inc. and Mark Klee Knoy.10.3*+

Employment Letter Agreement, dated July 19, 2011, by and
    between American Commercial Lines Inc. and David Huls.31.1*

Certification by Paul Bridwell, Interim Chief Executive Officer,
    required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.31.2*

Certification by Brian P. McDonald, Interim Chief Financial
    Officer, required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.32.1*

Certification by Paul Bridwell, Interim Chief Executive Officer,
    pursuant to 18 U.S.C. Section 1350.32.2*

Certification by Brian P. McDonald, Interim Chief Financial
    Officer, pursuant to 18 U.S.C. Section 1350.101**

The following financial statements from the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2011, formatted in XBRL:
    (i) Consolidated Statement of Operations,
    (ii) Consolidated Balance Sheets, (iii) Consolidated
    Statements of Cash Flows, and (iv) the Notes to the
    Condensed Consolidated Financial Statements.     *
    
    Filed herein+
    
    Management contract or compensatory plan or arrangement**
    
    To be filed by amendment. 43




---



##### Table of Contents



SIGNATURES      By:
    /s/  Paul
    Bridwell     By:
    /s/  Brian
    P. McDonald




---



##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit No.

Description10.1+

Commercial Barge Line Company 2011 Annual Incentive Plan
    Corporate Employees (Incorporated by reference to the
    Companys Current Report on
    Form 8-K,
    filed on July 19, 2011).10.2*+

Employment Letter Agreement, dated July 20, 2011, by and
    between American Commercial Lines Inc. and Mark Klee Knoy.10.3*+

Employment Letter Agreement, dated July 19, 2011, by and
    between American Commercial Lines Inc. and David Huls.31.1*

Certification by Paul Bridwell, Interim Chief Executive Officer,
    required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.31.2*

Certification by Brian P. McDonald, Interim Chief Financial
    Officer, required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.32.1*

Certification by Paul Bridwell, Interim Chief Executive Officer,
    pursuant to 18 U.S.C. Section 1350.32.2*

Certification by Brian P. McDonald, Interim Chief Financial
    Officer, pursuant to 18 U.S.C. Section 1350.101**

The following financial statements from the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2011, formatted in XBRL:
    (i) Consolidated Statement of Operations,
    (ii) Consolidated Balance Sheets, (iii) Consolidated
    Statements of Cash Flows, and (iv) the Notes to the
    Condensed Consolidated Financial Statements.     *
    
    Filed herein+
    
    Management contract or compensatory plan or arrangement**
    
    To be filed by amendment.