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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30,
    2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934   Commission File Number
    000-51562
 AMERICAN COMMERCIAL LINES
    INC.
 (Exact name of registrant as
    specified in its charter)
  
  Delaware(State or Other Jurisdiction
    of
    Incorporation or Organization)

75-3177794(I.R.S. Employer
    Identification No.)1701 East Market Street
    Jeffersonville, Indiana(Address of Principal
    Executive Offices)

47130(Zip Code)   (812) 288-0100
 (Registrants telephone number, including area code)
  Not
    applicable
    (Former name, former address and former fiscal year, if changed
    since last report)
  þ o
  Regulation S-T o o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ
  þ o




---



##### 





AMERICAN
    COMMERCIAL LINES INC
    QUARTERLY REPORT ON
    FORM 10-Q
    FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009
  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


30Item 3:

Quantitative and Qualitative Disclosures About
    Market Risk


58Item 4:

Controls and Procedures


58PART II OTHER INFORMATIONItem 1:

Legal Proceedings


59Item 1A:

Risk Factors


61Item 2:

Unregistered Sales of Securities and Use of
    Proceeds


70Item 3:

Defaults on Senior Securities


70Item 4:

Submission of Matters to a Vote of Security
    Holders


70Item 6:

Exhibits


71Signatures


72Certification by CEOCertification by CFOCertification by CEOCertification by CFO   2




---



##### 



PART I 
    FINANCIAL INFORMATION  ITEM 1.
    FINANCIAL
    STATEMENTS AMERICAN
    COMMERCIAL LINES INC.



CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS  Quarter Ended September 30,


Nine Months Ended September 30,2009


2008


2009


2008(Unaudited)(In thousands, except shares and per share amounts)RevenuesTransportation and Services

$
151,769


$
256,456


$
467,159


$
689,995Manufacturing


64,198



57,219



170,348



216,890Revenues


215,967



313,675



637,507



906,885Cost of SalesTransportation and Services


130,562



203,469



416,316



585,205Manufacturing


57,172



53,537



147,497



201,441Cost of Sales


187,734



257,006



563,813



786,646Gross Profit


28,233



56,669



73,694



120,239Selling, General and Administrative Expenses


19,580



20,110



59,434



60,614Operating Income


8,653



36,559



14,260



59,625Other Expense (Income)Interest Expense


10,480



7,469



30,833



20,189Debt Retirement Expenses


17,659







17,659



2,379Other, Net


(328
)


(401
)


(809
)


(1,547
)Other Expenses


27,811



7,068



47,683



21,021(Loss) Income from Continuing OperationsBefore Taxes


(19,158
)


29,491



(33,423
)


38,604Income Taxes (Benefit)


(6,991
)


11,136



(12,202
)


14,582(Loss) Income from Continuing Operations


(12,167
)


18,355



(21,221
)


24,022Discontinued Operations, Net of Tax


(5
)


(7
)


(177
)


296Net (Loss) Income

$
(12,172
)

$
18,348


$
(21,398
)

$
24,318Basic (Loss) Earnings Per Common Share:(Loss) Income from continuing operations

$
(0.96
)

$
1.45


$
(1.67
)

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










(0.01
)


0.02Basic (Loss) Earnings Per Common Share

$
(0.96
)

$
1.45


$
(1.68
)

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

$
(0.96
)

$
1.44


$
(1.67
)

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










(0.01
)


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

$
(0.96
)

$
1.44


$
(1.68
)

$
1.91Weighted Average Shares OutstandingBasic


12,715,120



12,657,771



12,705,308



12,598,909Diluted


12,715,120



12,714,207



12,705,308



12,723,276    3




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS  September 30,


December 31,2009


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

$
1,824


$
1,217Cash, Restricted


23,000



Accounts Receivable, Net


91,986



138,695Inventory


46,658



69,635Deferred Tax Asset


3,829



5,173Assets Held for Sale


2,222



4,577Prepaid and Other Current Assets


22,847



39,002Total Current Assets


192,366



258,299Properties, Net


525,157



554,580Investment in Equity Investees


4,251



4,039Other Assets


45,086



22,333Total Assets

$
766,860


$
839,251LIABILITIESCurrent LiabilitiesAccounts Payable

$
36,241


$
67,719Accrued Payroll and Fringe Benefits


17,094



25,179Deferred Revenue


14,796



13,986Accrued Claims and Insurance Premiums


17,647



22,819Accrued Interest


6,910



1,237Current Portion of Long Term Debt


784



1,420Customer Deposits


3,731



6,682Other Liabilities


29,128



43,522Total Current Liabilities


126,331



182,564Long Term Debt


412,994



418,550Pension and Post Retirement Liabilities


44,450



44,140Deferred Tax Liability


27,393



30,389Other Long Term Liabilities


4,403



4,899Total Liabilities


615,571



680,542STOCKHOLDERS EQUITYCommon stock; authorized 50,000,000 shares at $.01 par
    value; 15,894,908 and 15,813,746 shares issued and
    outstanding as of September 30, 2009 and December 31,
    2008, respectively


159



158Treasury Stock 3,178,087 and 3,150,906 shares at
    September 30, 2009 and December 31, 2008, respectively


(313,302
)


(312,886
)Other Capital


298,071



293,493Retained Earnings


174,522



195,920Accumulated Other Comprehensive Loss


(8,161
)


(17,976
)Total Stockholders Equity


151,289



158,709Total Liabilities and Stockholders Equity

$
766,860


$
839,251    4




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
    CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS  Nine Months Ended September 30,2009


2008(Unaudited)(In thousands)OPERATING ACTIVITIESNet (Loss) Income

$
(21,398
)

$
24,318Adjustments to Reconcile Net (Loss) Income to Net CashProvided by Operating Activities:Depreciation and Amortization


40,664



38,760Debt Retirement Costs


17,659



2,379Interest Accretion and Debt Issuance Cost Amortization


5,818



1,524Deferred Taxes


(7,231
)


11,317(Gain) Loss on Property Dispositions/Impairment of Assets Held
    for Sale


(17,431
)


99Contributions to Defined Benefit Plans


(1,510
)


Share-Based Compensation


6,672



7,299Other Operating Activities


5,716



(472
)Changes in Operating Assets and Liabilities:Accounts Receivable


46,710



(14,433
)Inventory


24,148



(5,295
)Other Current Assets


18,631



(3,796
)Accounts Payable


(22,692
)


(5,575
)Accrued Interest


5,673



(1,560
)Other Current Liabilities


(17,638
)


20,856Net Cash Provided by Operating Activities


83,791



75,421INVESTING ACTIVITIESProperty Additions


(18,404
)


(55,439
)Investment in Summit Contracting






(8,462
)Proceeds from Property Dispositions


27,625



3,515Other Investing Activities


(2,491
)


(896
)Net Cash Provided by (Used in) Investing Activities


6,730



(61,282
)FINANCING ACTIVITIESFormer Revolving Credit Facility Repayments


(418,550
)


(6,300
)Current Revolving Credit Facility Borrowings


212,994



Restricted Cash


(23,000
)


2017 Senior Note Borrowings


200,000



Discount on 2017 Senior Note Borrowings


(9,638
)


Bank Overdrafts on Operating Accounts


(8,784
)


(3,893
)Debt Amendment Fees


(40,427
)


(4,058
)Tax (Expense) Benefit of Share-Based Compensation


(2,093
)


3,486Exercise of Stock Options






995Acquisition of Treasury Stock


(416
)


(3,348
)Net Cash Used in Financing Activities


(89,914
)


(13,118
)Net Increase in Cash and Cash Equivalents


607



1,021Cash and Cash Equivalents at Beginning of Period


1,217



5,021Cash and Cash Equivalents at End of Period

$
1,824


$
6,042    5




---



##### 



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


Treasury


Other


Retained


ComprehensiveShares


Amount


Stock


Capital


Earnings


Loss


Total(Unaudited)(Shares and dollars in thousands)Balance at December 31, 2008


50,651


$
633


$
(312,886
)

$
293,018


$
195,920


$
(17,976
)

$
158,709Reverse Stock Split


(37,988
)


(477
)






477











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














6,672











6,672Tax (Expense) Benefit of Share-based Compensation














(2,093
)










(2,093
)Issuance of Restricted Stock Units and Performances Shares


81



3







(3
)










Acquisition of Treasury Stock


(27
)






(416
)














(416
)Comprehensive Income:Net Loss


















(21,398
)






(21,398
)Unrealized gain on fuel swaps designated as cash flow hedging
    instrument, net of tax






















9,816



9,816Other






















(1
)


(1
)Total Comprehensive (Loss) Income





$



$



$



$
(21,398
)

$
9,815


$
(11,583
)Balance at September 30, 2009


12,717


$
159


$
(313,302
)

$
298,071


$
174,522


$
(8,161
)

$
151,289    6




---



##### 



AMERICAN
    COMMERCIAL LINES INC.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




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         8




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        No. 2009-01,
   9




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 2009-05,
  Form 10-K,
    Note 2.
    Stockholders
    Equity        Sept. 30,

Dec. 31,2009

2008Minimum pension liability, net of $7,251 tax benefit

$
(12,098
)

$
(12,098
)Minimum post retirement liability, net of $987 tax provision


1,646



1,646Gain (loss) on fuel hedge, net of tax benefit of $624 and
    $5,755, respectively


2,291



(7,524
)$
(8,161
)

$
(17,976
)     Note 3.
    Earnings
    Per Share     10




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    three-year-term
    Quarter Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008Weighted average common shares outstanding (used to calculate
    basic earnings per share)


12,715,120



12,657,771



12,705,308



12,598,909Shares if all dilutive potential common shares outstanding
    during the period were exercised


0



56,436



0



124,367Shares used to calculate diluted EPS


12,715,120



12,714,207



12,705,308



12,723,276   Note 4.
    Debt  September 30,


December 31,2009


2008Revolving Credit Facility

$
212,994


$
418,5502017 Senior Notes


200,000



Elliott Bay Note


114



750Summit Contracting Note


670



670Total Debt


413,778



419,970Less Current Portion of Long Term Debt


784



1,420Long Term Debt

$
412,994


$
418,550    11




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      1 2
          Note 5.
    Inventory    September 30,


December 31,2009


2008Raw Materials

$
7,727


$
20,648Work in Process


17,108



21,359Parts and Supplies


21,823



27,628$
46,658


$
69,635  12




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 6.
    Income
    Taxes      Note 7.
    Employee
    Benefit Plans    Quarter Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008Pension Components:Service cost

$
1,400


$
1,327


$
4,026


$
3,981Interest cost


2,408



2,356



7,458



7,068Expected return on plan assets


(3,009
)


(2,971
)


(9,285
)


(8,913
)Amortization of unrecognized losses


16



14



42



42Net periodic benefit cost

$
815


$
726


$
2,241


$
2,178Post-retirement Components:Service cost

$
(5
)

$
27


$
15


$
81Interest cost


66



136



312



408Amortization of net gain


(336
)


(61
)


(552
)


(183
)Net periodic benefit cost

$
(275
)

$
102


$
(225
)

$
306     Note 8.
    Business
    Segments    Form 10-K,
   13




---



##### 



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


All Other


IntersegmentTransportation


Manufacturing


Segments(1)


Eliminations


TotalQuarter ended September 30, 2009Total revenue

$
142,231


$
68,304


$
9,656


$
(4,224
)

$
215,967Intersegment revenues


106



4,106



12



(4,224
)


Revenue from external customers


142,125



64,198



9,644







215,967Operating expenseMaterials, supplies and other


58,939















58,939Rent


5,379















5,379Labor and fringe benefits


28,249















28,249Fuel


28,134















28,134Depreciation and amortization


12,068















12,068Taxes, other than income taxes


3,329















3,329Gain on disposition of equipment


(18,333
)














(18,333
)Cost of goods sold






57,172



12,797







69,969Total cost of sales


117,765



57,172



12,797







187,734Selling, general & administrative


14,444



2,853



2,283







19,580Total operating expenses


132,209



60,025



15,080







207,314Operating income (loss)

$
9,916


$
4,173


$
(5,436
)

$



$
8,653   Reportable Segments


All Other


IntersegmentTransportation


Manufacturing


Segments(1)


Eliminations


TotalQuarter ended September 30, 2008Total revenue

$
244,100


$
58,426


$
13,181


$
(2,032
)

$
313,675Intersegment revenues


117



1,207



708



(2,032
)


Revenue from external customers


243,983



57,219



12,473







313,675Operating expenseMaterials, supplies and other


83,087















83,087Rent


5,772















5,772Labor and fringe benefits


30,306















30,306Fuel


59,590















59,590Depreciation and amortization


11,338















11,338Taxes, other than income taxes


3,473















3,473Gain on disposition of equipment


(360
)














(360
)Cost of goods sold






53,537



10,263







63,800Total cost of sales


193,206



53,537



10,263







257,006Selling, general & administrative


16,757



649



2,704







20,110Total operating expenses


209,963



54,186



12,967







277,116Operating income (loss)

$
34,020


$
3,033


$
(494
)

$



$
36,559  14




---



##### 



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


All Other


IntersegmentTransportation


Manufacturing


Segments(1)


Eliminations


TotalNine Months ended September 30, 2009Total revenue

$
443,690


$
184,159


$
23,878


$
(14,220
)

$
637,507Intersegment revenues


297



13,811



112



(14,220
)


Revenue from external customers


443,393



170,348



23,766







637,507Operating expenseMaterials, supplies and other


170,440















170,440Rent


16,334















16,334Labor and fringe benefits


86,492















86,492Fuel


92,052















92,052Depreciation and amortization


36,622















36,622Taxes, other than income taxes


10,508















10,508Gain on disposition of equipment


(20,630
)














(20,630
)Cost of goods sold






147,497



24,498







171,995Total cost of sales


391,818



147,497



24,498







563,813Selling, general & administrative


48,233



4,008



7,193







59,434Total operating expenses


440,051



151,505



31,691







623,247Operating income (loss)

$
3,342


$
18,843


$
(7,925
)

$



$
14,260   Reportable Segments


All Other


IntersegmentTransportation


Manufacturing


Segments(1)


Eliminations


TotalNine Months ended September 30, 2008Total revenue

$
666,564


$
219,083


$
25,272


$
(4,034
)

$
906,885Intersegment revenues


573



2,193



1,268



(4,034
)


Revenue from external customers


665,991



216,890



24,004







906,885Operating expenseMaterials, supplies and other


237,906















237,906Rent


17,708















17,708Labor and fringe benefits


86,343















86,343Fuel


179,100















179,100Depreciation and amortization


35,477















35,477Taxes, other than income taxes


11,382















11,382Gain on disposition of equipment


(644
)














(644
)Cost of goods sold






201,441



17,933







219,374Total cost of sales


567,272



201,441



17,933







786,646Selling, general & administrative


51,597



2,409



6,608







60,614Total operating expenses


618,869



203,850



24,541







847,260Operating income (loss)

$
47,122


$
13,040


$
(537
)

$



$
59,625  15




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Financial data for segments that are below the reporting
    thresholds are attributable to segments that provide naval
    architectural and design, civil construction and environmental
    consulting services.  Note 9.
    Financial
    Instruments and Risk Management    Fair Value ofMeasurements atReporting Date UsingMarkets for IdenticalDescription

9/30/2009

Assets (Level 1)Fuel Price Swaps

$
1,667


$
1,667       Gallons


DollarsFuel Price Swaps at December 31, 2008


10,175


$
13,2791st Quarter 2009 Fuel Hedge Expense


(2,795
)


(4,857
)1st Quarter 2009 Changes


2,975



1,1472nd Quarter 2009 Fuel Hedge Expense


(3,470
)


(4,962
)2nd Quarter 2009 Changes


1,530



(2,627
)3rd Quarter 2009 Fuel Hedge Expense


(4,750
)


(2,377
)3rd Quarter 2009 Changes


16,680



(1,270
)Fuel Price Swaps at September 30, 2009


20,345


$
(1,667
)  16




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 10.
    Acquisition,
    Dispositions and Impairment  Acquisition 
  AmortizationLife in Years

CostCurrent Assets



$
7,786Properties  Net




3,979Long Term Assets




16Covenant Not to Compete

5


2,530Tradenames

Indefinite


1,980Customer Relationships

14.8


1,460Customer Backlog

1


280Permits/Licenses

1


170Goodwill

Indefinite


269Purchase Price



$
18,470   Dispositions and Impairments 
     17




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 11.
    Exit
    Activities      Note 12.
    Contingencies     18




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        12-Local
    e-mail Form 8-K
  Note 13.
    Share-based
    Compensation   19




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 14.
    Debtor
    Guarantor Financial Statements     20




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Combining
    Income Statement for the Quarter Ended September 30,
    2009
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(Unaudited)(In thousands)RevenuesTransportation and Services

$



$



$
142,125


$
9,656


$
(12
)

$
151,769Manufacturing










64,198











64,198Revenues










206,323



9,656



(12
)


215,967Cost of SalesTransportation and Services










117,765



12,809



(12
)


130,562Manufacturing










57,172











57,172Cost of Sales










174,937



12,809



(12
)


187,734Gross Profit (Loss)










31,386



(3,153
)






28,233Selling, General and Administrative Expenses






109



17,188



2,283







19,580Operating (Loss) Income






(109
)


14,198



(5,436
)






8,653Other Expense (Income)Interest Expense






6,155



4,315



10







10,480Debt Retirement Expenses










17,659











17,659Other, Net


12,172



12,898



(357
)


36



(25,077
)


(328
)Other Expenses


12,172



19,053



21,617



46



(25,077
)


27,811Loss from Continuing Operations Before Taxes


(12,172
)


(19,162
)


(7,419
)


(5,482
)


25,077



(19,158
)Income Tax Benefit






(6,990
)


(1
)










(6,991
)Loss from Continuing Operations


(12,172
)


(12,172
)


(7,418
)


(5,482
)


25,077



(12,167
)Discontinued Operations, Net of Tax














(5
)






(5
)Net Loss

$
(12,172
)

$
(12,172
)

$
(7,418
)

$
(5,487
)

$
25,077


$
(12,172
)  21




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Combining
    Income Statement for the Quarter Ended September 30,
    2008
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(Unaudited)(In thousands)RevenuesTransportation and Services

$



$



$
243,983


$
13,181


$
(708
)

$
256,456Manufacturing










57,219











57,219Revenues










301,202



13,181



(708
)


313,675Cost of SalesTransportation and Services










193,206



10,971



(708
)


203,469Manufacturing










53,537











53,537Cost of Sales










246,743



10,971



(708
)


257,006Gross Profit










54,459



2,210







56,669Selling, General and Administrative Expenses






12



17,394



2,704







20,110Operating (Loss) Income






(12
)


37,065



(494
)






36,559Other Expense (Income)Interest Expense










7,414



55







7,469Debt Retirement Expenses






















Other, Net


(18,348
)


(29,509
)


(335
)


(70
)


47,861



(401
)Other Expenses


(18,348
)


(29,509
)


7,079



(15
)


47,861



7,068Income (Loss) from Continuing Operations Before Taxes


18,348



29,497



29,986



(479
)


(47,861
)


29,491Income Taxes






11,136















11,136Income (Loss) from Continuing Operations


18,348



18,361



29,986



(479
)


(47,861
)


18,355Discontinued Operations, Net of Tax






(13
)






6







(7
)Net Income (Loss)

$
18,348


$
18,348


$
29,986


$
(473
)

$
(47,861
)

$
18,348  22




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Combining
    Income Statement for the Nine Months Ended September 30,
    2009
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(Unaudited)(In thousands)RevenuesTransportation and Services

$



$



$
443,393


$
23,878


$
(112
)

$
467,159Manufacturing










170,348











170,348Revenues










613,741



23,878



(112
)


637,507Cost of SalesTransportation and Services










391,818



24,610



(112
)


416,316Manufacturing










147,497











147,497Cost of Sales










539,315



24,610



(112
)


563,813Gross Profit (Loss)










74,426



(732
)






73,694Selling, General and Administrative Expenses






271



51,970



7,193







59,434Operating (Loss) Income






(271
)


22,456



(7,925
)






14,260Other Expense (Income)Interest Expense






6,155



24,648



30







30,833Debt Retirement Expenses










17,659











17,659Other, Net


21,398



27,194



(671
)


41



(48,771
)


(809
)Other Expenses


21,398



33,349



41,636



71



(48,771
)


47,683Loss from Continuing Operations Before Taxes


(21,398
)


(33,620
)


(19,180
)


(7,996
)


48,771



(33,423
)Income Taxes (Benefit)






(12,222
)


(1
)


21







(12,202
)Loss from Continuing Operations


(21,398
)


(21,398
)


(19,179
)


(8,017
)


48,771



(21,221
)Discontinued Operations, Net of Tax














(177
)






(177
)Net Loss

$
(21,398
)

$
(21,398
)

$
(19,179
)

$
(8,194
)

$
48,771


$
(21,398
)  23




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Combining
    Income Statement for the Nine Months Ended September 30,
    2008
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(Unaudited)(In thousands)RevenuesTransportation and Services

$



$



$
665,991


$
25,272


$
(1,268
)

$
689,995Manufacturing










216,890











216,890Revenues










882,881



25,272



(1,268
)


906,885Cost of SalesTransportation and Services










567,272



19,201



(1,268
)


585,205Manufacturing










201,441











201,441Cost of Sales










768,713



19,201



(1,268
)


786,646Gross Profit










114,168



6,071







120,239Selling, General and Administrative Expenses






191



53,815



6,608







60,614Operating (Loss) Income






(191
)


60,353



(537
)






59,625Other Expense (Income)Interest Expense










20,134



55







20,189Debt Retirement Expenses










2,379











2,379Other, Net


(24,318
)


(39,269
)


(1,856
)


(158
)


64,054



(1,547
)Other Expenses


(24,318
)


(39,269
)


20,657



(103
)


64,054



21,021Income (Loss) from Continuing Operations Before Taxes


24,318



39,078



39,696



(434
)


(64,054
)


38,604Income Taxes






14,582















14,582Income (Loss) from Continuing Operations


24,318



24,496



39,696



(434
)


(64,054
)


24,022Discontinued Operations, Net of Tax






(178
)






474







296Net Income

$
24,318


$
24,318


$
39,696


$
40


$
(64,054
)

$
24,318  24




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Combining Balance Sheet at September 30, 2009
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(Unaudited)(In thousands)ASSETSCurrent AssetsCash and Cash Equivalents

$



$



$
1,603


$
221


$



$
1,824Cash, Restricted










23,000











23,000Accounts Receivable, Net


(33,627
)


118,712



(6,973
)


13,874







91,986Inventory










46,658











46,658Deferred Tax Asset






3,829















3,829Assets Held for Sale










2,222











2,222Prepaid and Other Current Assets










22,141



706







22,847Total Current Assets


(33,627
)


122,541



88,651



14,801







192,366Properties, Net










521,231



3,926







525,157Investment in Subsidiaries


184,916



280,267



1,694







(466,877
)


Investment in Equity Investees










4,251











4,251Other Assets






14,878



25,300



4,908







45,086Total Assets

$
151,289


$
417,686


$
641,127


$
23,635


$
(466,877
)

$
766,860LIABILITIESCurrent LiabilitiesAccounts Payable

$



$



$
28,856


$
7,385


$



$
36,241Accrued Payroll and Fringe Benefits










16,073



1,021







17,094Deferred Revenue










14,796











14,796Accrued Claims and Insurance Premiums










17,647











17,647Accrued Interest






5,764



1,083



63







6,910Current Portion of Long Term Debt














784







784Customer Deposits










3,731











3,731Other Liabilities






(387
)


29,337



178







29,128Total Current Liabilities






5,377



111,523



9,431







126,331Long Term Debt






200,000



212,994











412,994Pension and Post Retirement Liabilities










44,450











44,450Deferred Tax Liability






27,393















27,393Other Long Term Liabilities










4,391



12







4,403Total Liabilities






232,770



373,358



9,443







615,571STOCKHOLDERS EQUITYCommon stock


159



















159Treasury Stock


(313,302
)


















(313,302
)Other Capital


298,071



18,554



1,609



20,556



(40,719
)


298,071Retained Earnings


174,522



174,522



281,209



(6,364
)


(449,367
)


174,522Accumulated Other Comprehensive Loss


(8,161
)


(8,160
)


(15,049
)






23,209



(8,161
)Total Stockholders Equity


151,289



184,916



267,769



14,192



(466,877
)


151,289Total Liabilities and Stockholders Equity

$
151,289


$
417,686


$
641,127


$
23,635


$
(466,877
)

$
766,860  25




---



##### 



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





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(Unaudited)(In thousands)ASSETSCurrent AssetsCash and Cash Equivalents

$



$



$
704


$
513


$



$
1,217Accounts Receivable, Net


(39,882
)


(67,410
)


222,729



23,258







138,695Inventory










69,623



12







69,635Deferred Tax Asset






5,173















5,173Assets Held for Sale










4,577











4,577Prepaid and Other Current Assets










37,948



1,054







39,002Total Current Assets


(39,882
)


(62,237
)


335,581



24,837







258,299Properties, Net










550,094



4,486







554,580Investment in Subsidiaries


198,591



293,295



1,872







(493,758
)


Investment in Equity Investees










4,039











4,039Other Assets










12,416



9,917







22,333Total Assets

$
158,709


$
231,058


$
904,002


$
39,240


$
(493,758
)

$
839,251LIABILITIESCurrent LiabilitiesAccounts Payable

$



$



$
55,969


$
11,750


$



$
67,719Accrued Payroll and Fringe Benefits










23,779



1,400







25,179Deferred Revenue










13,986











13,986Accrued Claims and Insurance Premiums










22,819











22,819Accrued Interest










1,153



84







1,237Current Portion of Long Term Debt














1,420







1,420Customer Deposits










6,682











6,682Other Liabilities






2,078



39,329



2,115







43,522Total Current Liabilities






2,078



163,717



16,769







182,564Long Term Debt










418,550











418,550Pension and Post Retirement Liabilities










44,140











44,140Deferred Tax Liability






30,389















30,389Other Long Term Liabilities










4,814



85







4,899Total Liabilities






32,467



631,221



16,854







680,542STOCKHOLDERS EQUITYCommon stock


158



















158Treasury Stock


(312,886
)


















(312,886
)Other Capital


293,493



20,647



1,607



20,557



(42,811
)


293,493Retained Earnings


195,920



195,920



300,390



1,829



(498,139
)


195,920Accumulated Other Comprehensive Loss


(17,976
)


(17,976
)


(29,216
)






47,192



(17,976
)Total Stockholders Equity


158,709



198,591



272,781



22,386



(493,758
)


158,709Total Liabilities and Stockholders Equity

$
158,709


$
231,058


$
904,002


$
39,240


$
(493,758
)

$
839,251  26




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Combining
    Statement of Cash Flows for the Nine Months Ended
    September 30, 2009
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


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

$
(21,398
)

$
(21,398
)

$
(19,179
)

$
(8,194
)

$
48,771


$
(21,398
)Adjustments to Reconcile Net Loss to Net Cash Provided by (Used
    in) Operating Activities:Depreciation and Amortization










39,264



1,400







40,664Debt Retirement Cost










17,659











17,659Interest Accretion and Debt Issuance Cost Amortization






390



5,428











5,818Deferred Taxes






(7,231
)














(7,231
)Gain on Property Dispositions?Impairment of Assets Held for Sale










(17,431
)










(17,431
)Contributions to Defined Benefit Plans










(1,510
)










(1,510
)Share Based Compensation










6,420



252







6,672Net Loss of Subsidiaries


21,398



27,196



177







(48,771
)


Other Operating Activities










728



4,988







5,716Changes in Operating Assets and LiabilitiesAccounts Receivable, Net


416



(185,698
)


223,536



8,456







46,710Inventory










24,136



12







24,148Other Current Assets










18,395



236







18,631Accounts Payable










(18,327
)


(4,365
)






(22,692
)Accrued Interest






5,764



(70
)


(21
)






5,673Other Current Liabilities






(2,465
)


(12,221
)


(2,952
)






(17,638
)Net Cash Provided by (Used in) Operating Activities


416



(183,442
)


267,005



(188
)






83,791INVESTING ACTIVITIES:Property Additions










(18,300
)


(104
)






(18,404
)Proceeds from Property Dispositions










27,625











27,625Other Investing Activities










(2,491
)










(2,491
)Net Cash Provided by (Used in) Investing Activities










6,834



(104
)






6,730FINANCING ACTIVITIES:Former Revolving Credit Facility Repayments










(418,550
)










(418,550
)Current Revolving Credit Facility Borrowings










212,994











212,994Restricted Cash










(23,000
)










(23,000
)2017 Senior Note Borrowings






200,000















200,000Discount on 2017 Senior Note Borrowings






(9,638
)














(9,638
)Bank Overdrafts on Operating Accounts










(8,784
)










(8,784
)Debt Amendment Fees






(4,827
)


(35,600
)










(40,427
)Tax Expense of Share-Based Compensation






(2,093
)














(2,093
)Acquisition of Treasury Stock


(416
)


















(416
)Net Cash (Used in) Provided by Financing Activities


(416
)


183,442



(272,940
)










(89,914
)Net Increase (Decrease) in Cash and Cash Equivalents










899



(292
)






607Cash and Cash Equivalents at Beginning of Period










704



513







1,217Cash and Cash Equivalents at End of Period

$



$



$
1,603


$
221


$



$
1,824  27




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Combining
    Statement of Cash Flows for the Nine Months Ended
    September 30, 2008
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


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

$
24,318


$
24,318


$
39,696


$
40


$
(64,054
)

$
24,318Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:Depreciation and Amortization










37,549



1,211







38,760Debt Retirement Cost










2,379











2,379Interest Accretion and Debt Issuance Cost Amortization










1,524











1,524Deferred Taxes






11,317















11,317Loss on Property Dispositions/Impairment fo Assets Held for Sale










99











99Share Based Compensation










7,152



147







7,299Net Income from Subsidiaries


(24,318
)


(39,262
)


(474
)






64,054



Other Operating Activities










(487
)


15







(472
)Changes in Operating Assets and LiabilitiesAccounts Receivable,Net


2,353



3,810



(13,545
)


(7,051
)






(14,433
)Inventory










(5,295
)










(5,295
)Other Current Assets






350



(11,997
)


7,851







(3,796
)Accounts Payable










(14,187
)


8,612







(5,575
)Accrued Interest










(1,613
)


53







(1,560
)Other Current Liabilities






(533
)


21,410



(21
)






20,856Net Cash Provided by Operating Activities


2,353







62,211



10,857







75,421INVESTING ACTIVITIES:Property Additions










(55,180
)


(259
)






(55,439
)Proceeds from Property Dispositions










3,515











3,515Investment in Summit Contracting














(8,462
)






(8,462
)Other Investing Activities










(926
)


30







(896
)Net Cash Provided by Used in Investing Activities










(52,591
)


(8,691
)






(61,282
)FINANCING ACTIVITIES:Current Revolving Credit Facility Borrowings










(6,300
)










(6,300
)Bank Overdrafts on Operating Accounts










(3,893
)










(3,893
)Debt Amendment Fees










(4,058
)










(4,058
)Tax Expense of Share-Based Compensation










3,486











3,486Exercise of Stock Options


995



















995Acquisition of Treasury Stock


(3,348
)


















(3,348
)Net Cash Used in Financing Activities


(2,353
)






(10,765
)










(13,118
)Net Increase (Decrease) in Cash and Cash Equivalents










(1,145
)


2,166







1,021Cash and Cash Equivalents at Beginning of Period










4,916



105







5,021Cash and Cash Equivalents at End of Period

$



$



$
3,771


$
2,271


$



$
6,042  28




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 15.
    Subsequent
    Event  Form S-4
 29




---



##### 



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  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
    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,
  OVERVIEW
  Our
    Business
   30




---



##### 



The
    Industry
  Transportation Industry:
     31




---



##### 



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




---



##### 



Quarter Ended





Nine Months EndedSeptember 30,





September 30,2009


2008


Difference


2009


2008


DifferenceDebt retirement expenses

$
(17.7
)

$



$
(17.7
)

$
(17.7
)

$
(2.4
)

$
(15.3
)Impairment of Summit


(4.4
)






(4.4
)


(4.4
)






(4.4
)Provision for contract dispute


(2.3
)






(2.3
)


(2.9
)






(2.9
)Net gain on sale and impairment of surplus boats and barges


15.3



0.5



14.8



17.5



0.6



16.9Scrapping margin


1.2



3.9



(2.7
)


2.5



11.9



(9.4
)Interest expense


(10.5
)


(7.5
)


(3.0
)


(30.8
)


(20.2
)


(10.6
)Pension buy-out reversal


















2.1



(2.1
)RIF/Houston office closure


(0.4
)






(0.4
)


(4.9
)


(1.9
)


(3.0
)All other operating results


(0.4
)


32.6



(33.0
)


7.4



48.5



(41.2
)(Loss) Income from continuing operations before income tax

$
(19.2
)

$
29.5


$
(48.6
)

$
(33.4
)

$
38.6


$
(72.0
)Income taxes (benefit)


(7.0
)


11.1



(18.1
)


(12.2
)


14.6



(26.8
)Net (loss) income from continuing operations

$
(12.2
)

$
18.4


$
(30.5
)

$
(21.2
)

$
24.0


$
(45.2
)Discontinued operations, net of tax

$
(0.0
)

$
(0.0
)

$
0.0


$
(0.2
)

$
0.3


$
(0.5
)Net (loss) income

$
(12.2
)

$
18.3


$
(30.5
)

$
(21.4
)

$
24.3


$
(45.7
)   Note:
    Schedules may not foot due to rounding
  Quarter
    and Nine Months ended September 30, 2009 compared to
    Quarter and Nine Months ended September 30, 2008
         33




---



##### 



work-in-process
 34




---



##### 



Transportation
          Transportation
    Segment Comparative Revenue Commodity Mix (Adjusted for
    Fuel)
  
 35




---



##### 



charter/day
  ton-miles ton-miles, ton-miles non-affreightment.
      ton-miles barge-day
  ton-mile
 36




---



##### 



Key
    operating statistics
  Three





NineMonths Ended


% Change to


Months Ended


% Change toSeptember 30,


Prior Year Quarter


September 30,


Prior Year YTD2009


Increase (Decrease)


2009


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


7,461,528



(9.6
)%


23,751,693



(1.7
)%Total liquid


459,488



(35.3
)%


1,294,473



(40.6
)%Total affreightment
    ton-miles


7,921,016



(11.7
)%


25,046,166



(5.0
)%Total non-affreightment
    ton-miles


823,270



(16.1
)%


2,342,718



(28.2
)%Total
    ton-miles


8,744,286



(12.1
)%


27,388,884



(7.5
)%Average
    ton-miles
    per affreightment barge


3,284



(6.9
)%


10,281



0.5
%Rates per ton mile:Dry rate per
    ton-mile






(36.3
)%






(31.2
)%Fuel neutral dry rate per
    ton-mile






(25.3
)%






(23.7
)%Liquid rate per
    ton-mile






(31.7
)%






(16.9
)%Fuel neutral liquid rate per-ton mile






(7.8
)%






2.5
%Overall rate per
    ton-mile

$
12.54



(37.4
)%

$
12.24



(32.1
)%Overall fuel neutral rate per
    ton-mile

$
15.00



(25.1
)%

$
13.76



(23.7
)%Revenue per average barge operated

$
55,955



(38.0
)%

$
171,525



(29.0
)%Fuel price and volume data:Fuel price

$
2.01



(44.1
)%

$
1.95



(40.4
)%Fuel gallons


13,977



(15.5
)%


47,237



(13.8
)%Revenue data (in thousands):Affreightment revenue

$
99,295



(44.7
)%

$
306,501



(35.4
)%Towing


9,459



(56.7
)%


31,624



(50.8
)%Charter and day rate


15,821



(23.5
)%


48,555



(17.6
)%Demurrage


9,724



(17.4
)%


33,454



(2.0
)%Other


7,826



(22.6
)%


23,259



(31.7
)%Total non-affreightment revenue


42,830



(33.5
)%


136,892



(28.5
)%Total transportation segment revenue

$
142,125



(41.7
)%

$
443,393



(33.4
)%  37




---



##### 



Barge
    Fleet Changes
  Barge
    Fleet Changes  YTD and Quarterly
  Dry

Tankers

TotalBarges operated as of the end of the 2nd qtr of 2009


2,183



372



2,555Retired (includes reactivations)


(18
)


(12
)


(30
)New builds






2



2Purchased










Change in number of barges leased


(2
)






(2
)Barges operated as of the end of the 3rd qtr of 2009


2,163



362



2,525   Dry

Tankers

TotalBarges operated as of the end of 2008


2,254



391



2,645Retired


(82
)


(29
)


(111
)New builds






7



7Purchased










Change in number of barges leased


(9
)


(7
)


(16
)Barges operated as of the end of the 3rd qtr 2009


2,163



362



2,525     Owned
    Boat Counts and Average Age by Horsepower Class
  Horsepower Class

Number

Average Age1,950 or less


48



32.4Less than 4,300


24



35.3Less than 6,200


43



34.87,000 or over


12



31.6Total/overall age


127



33.7        38




---



##### 



Manufacturing
      Manufacturing
    Segment Units Produced for External Sales or Internal
    Use
  Quarter Ended September 30,

Nine Months Ended September 30,2009

2008

2009

2008External sales:Liquid tank barges


9



12



39



38Ocean tank barges


1







3



3Hybrid barges






10







10Dry cargo barges


53



19



72



191Total external units sold


63



41



114



242Internal sales:Liquid tank barges


2







7



Dry cargo barges














Total units into production


2







7



Total units produced


65



41



121



242   All
    Other Segments
   39




---



##### 



Consolidated
    Financial Overview  Non-GAAP Financial Measure
    Reconciliation
  NET
    INCOME TO EBITDA RECONCILIATION
  Quarter Ended Sept. 30,


Nine Months Ended Sept. 30,2009


2008


2009


2008Net (Loss) Income from Continuing Operations

$
(12,167
)

$
18,355


$
(21,221
)

$
24,022Discontinued Operations, Net of Income Taxes


(5
)


(7
)


(177
)


296Consolidated Net (Loss) Income

$
(12,172
)

$
18,348


$
(21,398
)

$
24,318Adjustments from Continuing Operations:Interest Income


(1
)


(30
)


(13
)


(92
)Interest Expense


10,480



7,469



30,833



20,189Debt Retirement Expenses


17,659







17,659



2,379Depreciation and Amortization


13,390



12,626



40,664



38,760Taxes


(6,991
)


11,136



(12,202
)


14,582Adjustments from Discontinued Operations:Interest Income






(6
)






(38
)Taxes






13



170



178EBITDA from Continuing Operations


22,370



49,556



55,720



99,840EBITDA from Discontinued Operations


(5
)






(7
)


436Consolidated EBITDA

$
22,365


$
49,556


$
55,713


$
100,276EBITDA from Continuing Operations by Segment:Transportation Net (Loss) Income

$
(10,909
)

$
15,756


$
(32,176
)

$
11,298Interest Income


(1
)


(27
)


(12
)


(85
)Interest Expense


10,470



7,414



30,803



20,134Debt Retirment Expenses


17,659







17,659



2,379Depreciation and Amortization


12,068



11,338



36,622



35,477Taxes


(6,991
)


11,136



(12,223
)


14,582Transportation EBITDA

$
22,296


$
45,617


$
40,673


$
83,785Manufacturing Net Income

$
4,224


$
3,384


$
18,972


$
13,698Depreciation and Amortization


891



725



2,642



2,073Total Manufacturing EBITDA


5,115



4,109



21,614



15,771Intersegment Profit






(306
)






(540
)External Manufacturing EBITDA

$
5,115


$
3,803


$
21,614


$
15,231    40




---



##### 



Outlook
             41




---



##### 



Transportation:
 42




---



##### 



43




---



##### 



44




---



##### 



ton-mile
    ton-miles
   45




---



##### 



Manufacturing:
   46




---



##### 



brown-water
       47




---



##### 



RESULTS
    OF OPERATIONS
  AMERICAN
    COMMERCIAL LINES INC. OPERATING RESULTS BY BUSINESS SEGMENT
    Quarter Ended September 30, 2009 as compared with Quarter
    Ended September 30, 2008
  % of Consolidated RevenueQuarter Ended Sept. 30,





3rd Quarter2009


2008


Variance


2009


2008(Dollars in thousands except where noted)(Unaudited)REVENUETransportation and Services

$
151,769


$
256,456


$
(104,687
)


70.3
%


81.8
%Manufacturing (external and internal)


68,304



58,426



9,878



31.6
%


18.6
%Intersegment manufacturing elimination


(4,106
)


(1,207
)


(2,899
)


(1.9
)%


(0.4
)%Consolidated Revenue


215,967



313,675



(97,708
)


100.0
%


100.0
%OPERATING EXPENSETransportation and Services


147,289



222,930



(75,641
)Manufacturing (external and internal)


64,131



55,087



9,044Intersegment manufacturing elimination


(4,106
)


(901
)


(3,205
)Consolidated Operating Expense


207,314



277,116



(69,802
)


96.0
%


88.3
%OPERATING INCOMETransportation and Services


4,480



33,526



(29,046
)Manufacturing (external and internal)


4,173



3,339



834Intersegment manufacturing elimination






(306
)


306Consolidated Operating Income


8,653



36,559



(27,906
)


4.0
%


11.7
%Interest Expense


10,480



7,469



3,011Debt Retirement Expenses


17,659







17,659Other Expense (Income)


(328
)


(401
)


73(Loss) Income Before Income Taxes


(19,158
)


29,491



(48,649
)Income Taxes (Benefit)


(6,991
)


11,136



(18,127
)Discontinued Operations


(5
)


(7
)


2Net (Loss) Income

$
(12,172
)

$
18,348


$
(30,520
)Domestic Barges Operated (average of period beginning and end)


2,540



2,703



(163
)Revenue per Barge Operated (Actual)

$
55,955


$
90,264


$
(34,309
)   Three
    months ended September 30, 2009 comparison to three months
    ended September 30, 2008
  Revenue.
    ton-mile ton-mile ton-mile ton-mile
 48




---



##### 



Operating Expense.
        Operating Income.
    ton-miles,
 49




---



##### 



Interest Expense.
  Debt Retirement Expense.
  Income Tax Expense.
  Net (Loss) Income.
  AMERICAN
    COMMERCIAL LINES INC. OPERATING RESULTS BY BUSINESS SEGMENT
    Nine Months Ended September 30, 2009 as compared with Nine
    Months Ended September 30, 2008
  % of Consolidated RevenueNine Months Ended June 30,





Nine Months2009


2008


Variance


2009


2008(Dollars in thousands except where noted)(Unaudited)REVENUETransportation and Services

$
467,159


$
689,995


$
(222,836
)


73.3
%


76.1
%Manufacturing (external and internal)


184,159



219,083



(34,924
)


28.9
%


24.1
%Intersegment manufacturing elimination


(13,811
)


(2,193
)


(11,618
)


(2.2
)%


(0.2
)%Consolidated Revenue


637,507



906,885



(269,378
)


100.0
%


100.0
%OPERATING EXPENSETransportation and Services


471,742



643,410



(171,668
)Manufacturing (external and internal)


165,316



205,503



(40,187
)Intersegment manufacturing elimination


(13,811
)


(1,653
)


(12,158
)Consolidated Operating Expense


623,247



847,260



(224,013
)


97.8
%


93.4
%OPERATING (LOSS) INCOMETransportation and Services


(4,583
)


46,585



(51,168
)Manufacturing (external and internal)


18,843



13,580



5,263Intersegment manufacturing elimination






(540
)


540Consolidated Operating Income


14,260



59,625



(45,365
)


2.2
%


6.6
%Interest Expense


30,833



20,189



10,644Debt Retirement Expenses


17,659



2,379



15,280Other Expense (Income)


(809
)


(1,547
)


738(Loss) Income Before Income Taxes


(33,423
)


38,604



(72,027
)Income Taxes (Benefit)


(12,202
)


14,582



(26,784
)Discontinued Operations


(177
)


296



(473
)Net (Loss) Income

$
(21,398
)

$
24,318


$
(45,716
)Domestic Barges Operated (average of period beginning and end)


2,585



2,756



(171
)Revenue per Barge Operated (Actual)

$
171,525


$
241,651


$
(70,126
)  50




---



##### 



Nine
    months ended September 30, 2009 comparison to nine months
    ended September 30, 2008
  Revenue.
    ton-mile ton-mile ton-mile ton-mile ton-miles
      Operating Expense.
        Operating Income.
 51




---



##### 



ton-miles,
    Interest Expense.
  Debt Retirement Expense.
  Income Tax Expense.
  Discontinued Operations, Net of Taxes.
  Net (Loss) Income.
  LIQUIDITY
    AND CAPITAL RESOURCES
     52




---



##### 



53




---



##### 



Our
    Indebtedness
        Net
    Cash, Capital Expenditures and Cash Flow
   54




---



##### 



CHANGES
    IN ACCOUNTING STANDARDS
       55




---



##### 



No. 2009-01, TM
 56




---



##### 



No. 2009-05,
  Form 10-K,
  CRITICAL
    ACCOUNTING POLICIES
    Form 10-K,
  Form 10-Q Regulation S-X.
  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   57




---



##### 



Fuel
    Price Risk
    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. Rule 13a-15(b)).
 58




---



##### 



Changes in Internal Control over Financial
    Reporting. Rules 13a-15(f) 15d-15(f)
 PART II 
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS    Environmental
    and Other Litigation.
    Collision Incident, Mile Marker 97 of the Mississippi
    River. No. 08-4012, No. 08-4007, No. 09-cv-04494
   59




---



##### 



08-4156,
      Barge Cleaning Facilities, Port Arthur,
    Texas.
  Bulk Terminals Site, Louisville,
    Kentucky.
  Pulvair Site Group, Tennessee.
 60




---



##### 



SEC
    Inquiry
  e-mail Form 8-K
  ITEM 1A.
    RISK
    FACTORS    RISKS
    RELATED TO OUR INDUSTRY
  The
    global economic crisis which began in 2008 is likely to have
    detrimental impacts on our business.
    Potential recession impacts 
  Credit availability to our customers and
    suppliers 
  Planning risk 
  Market risk  Form 10-Q
  Freight
    transportation rates for the Inland Waterways fluctuate from
    time to time and may decrease.
   61




---



##### 



An
    oversupply of barging capacity may lead to reductions in freight
    rates.
    Yields
    from North American and worldwide grain harvests could
    materially affect demand for our barging services.
    Diminishing
    demand for new barge construction may lead to a reduction in
    sales volume and prices for new barges.
    Volatile
    steel prices may lead to a reduction in or delay of demand for
    new barge construction.
   62




---



##### 



Higher
    fuel prices, if not recouped from our customers, could
    dramatically increase operating expenses and adversely affect
    profitability.
    Our
    operating margins are impacted by certain low margin Legacy
    Contracts and by spot rate market volatility for grain volume
    and pricing.
   63




---



##### 



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.
   64




---



##### 



The
    inland barge transportation industry is highly competitive;
    increased competition could adversely affect us.
    Global
    trade agreements, tariffs and subsidies could decrease the
    demand for imported and exported goods, adversely affecting the
    flow of import and export tonnage through the Port of New
    Orleans and other Gulf-coast ports and the demand for barging
    services.
    Our
    failure to comply with government regulations affecting the
    barging industry, or changes in these regulations, may cause us
    to incur significant expenses or affect our ability to
    operate.
  and/or
  Our
    maritime operations expose us to numerous legal and regulatory
    requirements, and violation of these regulations could result in
    criminal liability against us or our officers.
    The
    Jones Act restricts foreign ownership of our stock, and the
    repeal, suspension or substantial amendment of the Jones Act
    could increase competition on the Inland Waterways and have a
    material adverse effect on our business.
   65




---



##### 



U.S.-citizen
  RISKS
    RELATED TO OUR BUSINESS
  We are
    named as a defendant in class action lawsuits and we are in
    receipt of other claims and we cannot predict the outcome of
    such litigation which may result in the imposition of
    significant liability.
    We are
    facing significant litigation which may divert management
    attention and resources from our business.
    Our
    insurance may not be adequate to cover our losses.
   66




---



##### 



Our
    aging fleet of dry cargo barges may lead to increased costs and
    disruptions in our operations.
    We
    have experienced work stoppages by union employees in the past,
    and future work stoppages may disrupt our services and adversely
    affect our operations.
    We may
    not ultimately be able to drive efficiency to the level to
    achieve our current forecast of tonnage without investing
    additional capital or incurring additional costs.
    Our
    cash flows and borrowing facilities may not be adequate for our
    additional capital needs and our future cash flow and capital
    resources may not be sufficient for payments of interest and
    principal of our substantial indebtedness.
   67




---



##### 



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 the Credit Facilities
    and may not be able to comply with certain incurrence tests in
    the indenture.
    The
    loss of one or more key customers, or material nonpayment or
    nonperformance by one or more of our key customers, could cause
    a significant loss of revenue and may adversely affect
    profitability.
    A
    major accident or casualty loss at any of our facilities could
    significantly reduce production.
    Interruption
    or failure of our information technology and communications
    systems, or compliance with requirements related to controls
    over our information technology protocols, could impair our
    ability to effectively provide our services or increase our
    information technology costs and could damage our
    reputation.
   68




---



##### 



Our
    transportation division employees are covered by federal
    maritime laws that may subject us to job-related claims in
    addition to those provided by state laws.
    The
    loss of key personnel, including highly skilled and licensed
    vessel personnel, could adversely affect our
    business.
    Failure
    to comply with environmental, health and safety regulations
    could result in substantial penalties and changes to our
    operations.
  200-mile
 69




---



##### 



We are
    subject to, and may in the future be subject to disputes or
    legal or other proceedings that could involve significant
    expenditures by us.
    ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS    Maximum Number (orTotal Number of

Approximate DollarShares (or Units)

Value) of SharesPurchased as Part

(or Units) that mayTotal Number of

Average Price

of Publicly

yet be PurchasedShares (or Units)

Paid Per Share

Announced Plans

Under the Plans orPeriod

Purchased(1)

(or Unit)(2)

or Programs

ProgramsJuly-09


N/A



N/A



N/A



N/AAugust-09


990



22.37



N/A



N/ASeptember-09


74



26.25



N/A



N/A     (1)
    
    Shares redeemed to satisfy employee tax requirements.(2)
    
    Reflects the weighted average fair market value per share
    redeemed.  ITEM 3.
    DEFAULTS
    UPON SENIOR SECURITIES    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    ITEM 4.
    OTHER
    INFORMATION   70




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##### 



ITEM 6.
    EXHIBITS.  Exhibit No.

Description3
.1

Certificate of Amendment to Certificate of Incorporation of
    American Commercial Lines Inc. (Incorporated by reference from
    the Current Report on
    Form 8-K
    filed by the Company on May 26, 2009).3
.2

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

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

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

Indenture, dated as of July 7, 2009, by and among, 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.4
.2

Registration Rights Agreement, dated July 7, 2009, by and
    among Commercial Barge Line Company, the guarantors named
    therein (which include American Commercial Lines Inc.), and Banc
    of America Securities LLC, as representative of the initial
    purchasers.4
.3

Form of Notes representing $200,000,000 principal amount of
    121/2% Senior
    Secured Notes due 2017, dated July 7, 2009.10
.1

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

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.10
.3

Security Agreement dated as of July 7, 2009, among The Bank
    of New York Mellon Trust Company, N.A., as collateral
    agent, Commercial Barge Line Company, American Commercial Lines
    Inc., American Commercial Lines LLC, Jeffboat LLC, and ACL
    Transportation Services LLC.10
.4

Pledge Agreement, dated as of July 7, 2009, among
    Commercial Barge Line Company, American Commercial Lines Inc.,
    American Commercial Lines LLC, Jeffboat LLC, and ACL
    Transportation Services LLC and The Bank of New York Mellon
    Trust Company, N.A., as collateral agent.31
.1

Certification by Michael P. Ryan, Chief Executive Officer,
    required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.31
.2

Certification by Thomas R. Pilholski, Senior Vice President and
    Chief Financial Officer, required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.32
.1

Certification by Michael P. Ryan, Chief Executive Officer,
    pursuant to 18 U.S.C. Section 1350.32
.2

Certification by Thomas R. Pilholski, Senior Vice President and
    Chief Financial Officer, pursuant to 18 U.S.C.
    Section 1350.  71




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##### 



SIGNATURES      By:
    /s/  Michael
    P. Ryan     By:
    /s/  Thomas
    R. Pilholski  
    Date:
    November 6, 2009
 72




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##### 



INDEX TO
    EXHIBITS
  3
.1

Certificate of Amendment to Certificate of Incorporation of
    American Commercial Lines Inc. (Incorporated by reference from
    the Current Report on
    Form 8-K
    filed by the Company on May 26, 2009).3
.2

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

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

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

Indenture, dated as of July 7, 2009, by and among, 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.4
.2**

Registration Rights Agreement, dated July 7, 2009, by and
    among Commercial Barge Line Company, the guarantors named
    therein (which include American Commercial Lines Inc.), and Banc
    of America Securities LLC, as representative of the initial
    purchasers.4
.3**

Form of Notes representing $200,000,000 principal amount of
    121/2% Senior
    Secured Notes due 2017, dated July 7, 2009.10
.1**

Credit Agreement, dated as of July 7, 2009, among
    Commercial Barge Line Company and certain of its direct wholly
    owned subsidiaries, Bank of America, N.A. as administrative
    agent, collateral agent and security trustee, the lending
    institutions from time to time party thereto, Banc of America
    Securities LLC, Wachovia Capital Markets, LLC, UBS Securities
    LLC and Suntrust Robinson Humphrey, Inc., as joint lead
    arrangers, Banc of America Securities LLC, Wachovia Capital
    Markets, LLC, UBS Securities LLC and Suntrust Robinson Humphrey,
    Inc., as joint book runners, Wells Fargo Foothill, LLC, as
    syndication agent, and UBS Securities LLC, Suntrust Bank and RBS
    Business Capital, as co-documentation agents.10
.2**

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.10
.3** ***

Security Agreement dated as of July 7, 2009, among The Bank
    of New York Mellon Trust Company, N.A., as collateral
    agent, Commercial Barge Line Company, American Commercial Lines
    Inc., American Commercial Lines LLC, Jeffboat LLC, and ACL
    Transportation Services LLC.10
.4**

Pledge Agreement, dated as of July 7, 2009, among
    Commercial Barge Line Company, American Commercial Lines Inc.,
    American Commercial Lines LLC, Jeffboat LLC, and ACL
    Transportation Services LLC and The Bank of New York Mellon
    Trust Company, N.A., as collateral agent.31
.1*

Certification by Michael P. Ryan, Chief Executive Officer,
    required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.31
.2*

Certification by Thomas R. Pilholski, Senior Vice President and
    Chief Financial Officer, required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.32
.1*

Certification by Michael P. Ryan, Chief Executive Officer,
    pursuant to 18 U.S.C. Section 1350.32
.2*

Certification by Thomas R. Pilholski, Senior Vice President and
    Chief Financial Officer, pursuant to 18 U.S.C.
    Section 1350.     *
    
    Filed herein**
    
    Filed as an exhibit to the Companys Registration statement
    on
    Form S-4,
    SEC File
    No. 333-162312-04***
    
    Denotes that confidential portions of this exhibit have been
    omitted in reliance on
    Rule 24b-2
    of the Securities Exchange Act of 1934. The confidential
    portions have been submitted separately to the Securities and
    Exchange Commission. 73