##### 



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, 2007ORo

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
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ
  þ o




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  QUARTERLY
    REPORT ON
    FORM 10-Q
 FOR THE
    QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007
  
  TABLE OF
    CONTENTS
  PagePART I FINANCIAL INFORMATIONItem 1:


Financial Statements (unaudited)


3Condensed Consolidated Income Statements


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


17Item 3:


Quantitative and Qualitative Disclosures About
    Market Risk


39Item 4:


Controls and Procedures


39PART II OTHER INFORMATIONItem 1:


Legal Proceedings


39Item 1A:


Risk Factors


40Item 2:


Unregistered Sales of Securities and Use of
    Proceeds


46Item 6:


Exhibits


47Signatures


48Certification by CEOCertification by CFOCertification by CEOCertification by CFO   2




---



##### 



PART I 
    FINANCIAL INFORMATION
  ITEM 1.
    FINANCIAL
    STATEMENTS  AMERICAN
    COMMERCIAL LINES INC.
  CONDENSED CONSOLIDATED INCOME STATEMENTS
  Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006(Unaudited)(In thousands, except shares and per share amounts)RevenuesTransportation

$
217,798


$
212,451


$
579,796


$
568,820Manufacturing


40,569



54,105



168,029



107,834Revenues


258,367



266,556



747,825



676,654Cost of SalesTransportation


170,234



154,009



469,300



430,693Manufacturing


41,670



51,972



161,238



99,126Cost of Sales


211,904



205,981



630,538



529,819Gross Profit


46,463



60,575



117,287



146,835Selling, General and Administrative Expenses


15,621



15,514



50,459



46,856Operating Income


30,842



45,061



66,828



99,979Other (Income) ExpenseInterest Expense


6,486



4,812



12,485



14,520Debt Retirement Expenses










23,938



50Other, Net


(325
)


76



(2,046
)


(2,213
)Other Expenses


6,161



4,888



34,377



12,357Income from Continuing Operations Before Income Taxes


24,681



40,173



32,451



87,622Income Taxes


8,793



15,067



11,729



33,018Income from Continuing Operations


15,888



25,106



20,722



54,604Discontinued Operations, Net of Tax


3



3,300



(46
)


2,654Net Income

$
15,891


$
28,406


$
20,676


$
57,258Basic Earnings Per Common Share:Income from continuing operations

$
0.30


$
0.41


$
0.35


$
0.90Income from discontinued operations, net of tax






0.06







0.04Basic Earnings Per Common Share

$
0.30


$
0.47


$
0.35


$
0.94Earnings Per Common Share  Assuming Dilution:Income from continuing operations

$
0.30


$
0.40


$
0.35


$
0.87Income from discontinued operations, net of tax






0.05







0.04Earnings Per Common Share  Assuming Dilution

$
0.30


$
0.45


$
0.35


$
0.91Weighted Average Shares OutstandingBasic


52,503,013



60,838,238



58,400,464



60,673,182Diluted


53,788,142



62,865,546



59,834,980



62,718,442    3




---



##### 



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


December 31,2007


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

$
1,997


$
5,113Accounts Receivable, Net


123,423



102,228Inventory


66,567



61,504Deferred Tax Asset


14,808



2,355Other Current Assets


25,008



25,985Total Current Assets


231,803



197,185Properties, Net


509,106



455,710Investment in Equity Investees


3,803



3,527Other Assets


20,424



14,581Total Assets

$
765,136


$
671,003LIABILITIESCurrent LiabilitiesAccounts Payable

$
42,437


$
53,607Accrued Payroll and Fringe Benefits


15,605



28,267Deferred Revenue


18,305



16,803Accrued Claims and Insurance Premiums


18,894



15,754Accrued Interest


2,933



4,466Customer Deposits


8,922



9,145Other Liabilities


33,102



24,892Total Current Liabilities


140,198



152,934Long Term Debt


480,900



119,500Pension Liability


17,786



16,026Deferred Tax Liability


25,445



14,014Other Long Term Liabilities


9,650



9,876Total Liabilities


673,979



312,350STOCKHOLDERS EQUITYCommon stock; authorized 250,000,000 shares at
    $.01 par value; 62,549,666 and 61,883,556 shares
    issued and outstanding as of September 30, 2007 and
    December 31, 2006, respectively


626



619Treasury Stock 12,404,793 and 172,320 shares at
    September 30, 2007 and December 31, 2006, respectively


(309,488
)


(3,207
)Other Capital


277,511



259,409Retained Earnings


124,741



104,065Accumulated Other Comprehensive Loss


(2,233
)


(2,233
)Total Stockholders Equity


91,157



358,653Total Liabilities and Stockholders Equity

$
765,136


$
671,003    4




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
  Nine Months Ended September 30,2007


2006(Unaudited)(In thousands)OPERATING ACTIVITIESNet Income

$
20,676


$
57,258Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:Depreciation and Amortization


36,765



36,731Debt Retirement Expenses


23,938



50Debt Issuance Cost Amortization


313



782Deferred Taxes


11,431



8,176Gain on Property Dispositions


(1,481
)


(43
)Share-Based Compensation


5,178



3,817Other Operating Activities


698



2,797Changes in Operating Assets and Liabilities:Accounts Receivable


(21,196
)


(33,959
)Inventory


(1,718
)


(14,192
)Accrued Interest


(1,533
)


(3,144
)Other Current Assets


1,040



(22,868
)Accounts Payable


(4,333
)


(5,028
)Other Current Liabilities


(11,003
)


36,752Net Cash Provided by Operating Activities before Reorganization
    Items


58,775



67,129Reorganization Items Paid


(33
)


(349
)Net Cash Provided by Operating Activities


58,742



66,780INVESTING ACTIVITIESProperty Additions


(82,081
)


(58,681
)McKinney Acquisition


(15,573
)


Investment in Summit Contracting


(6,186
)


Proceeds from Property Dispositions


4,344



688Other Investing Activities


(2,578
)


(1,515
)Net Cash Used in Investing Activities


(102,074
)


(59,508
)FINANCING ACTIVITIESRevolving Credit Facility Borrowings


480,900



(6,700
)2015 Senior Note Repayments


(119,500
)


(500
)Tender Premium Paid


(18,390
)


Outstanding Checks


(6,837
)


(13,553
)Debt Costs


(2,235
)


(13
)Tax Benefit of Share Based Compensation


10,930



4,063Exercise of Stock Options


2,001



820Acquisition of Treasury Stock


(6,187
)


(3,018
)Stock Repurchase Program


(300,094
)


Other Financing Activities


(372
)


(5
)Net Cash Provided by (Used in) Financing Activities


40,216



(18,906
)Net Decrease in Cash and Cash Equivalents


(3,116
)


(11,634
)Cash and Cash Equivalents at Beginning of Period


5,113



13,959Cash and Cash Equivalents at End of Period

$
1,997


$
2,325    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, 2006


61,711


$
619


$
(3,207
)

$
259,409


$
104,065


$
(2,233
)

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














5,178











5,178Excess Tax Benefit of Share-based Compensation














10,930











10,930Exercise of Stock Options


521



6







1,995











2,001Issuance of Restricted Stock Units and Performances Shares


145



1







(1
)










Acquisition of Treasury Stock


(177
)






(6,187
)














(6,187
)Stock Repurchase Program


(12,055
)






(300,094
)














(300,094
)Net Income


















20,676







20,676Balance at September 30, 2007


50,145


$
626


$
(309,488
)

$
277,511


$
124,741


$
(2,233
)

$
91,157    6




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (Dollars in thousands, except as otherwise indicated)
  Note 1.
    Reporting
    Entity        Form 10-Q Regulation S-X.
     7




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109
  Fair Value
    Measurements
  The Fair
    Value Option for Financial Assets and Financial Liabilities instrument-by-instrument
  Form 10-K
    Note 2.
    Earnings
    Per Share     8




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Weighted average common shares outstanding (used to calculate
    basic earnings per share)


52,503,013



60,838,238



58,400,464



60,673,182Shares if all dilutive potential common shares outstanding
    during the period were exercised


1,285,129



2,027,308



1,434,516



2,045,260Shares used to calculate diluted EPS


53,788,142



62,865,546



59,834,980



62,718,442   Note 3.
    Stockholders
    Equity    Number of Shares


Number of Shares


Dollar Value


Dollar ValueThree Months Ended


Nine Months Ended


Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006


2007


2006


2007


2006$200,000 Repurchase Plan


2,200







7,825






$
58,208


$



$
200,112


$
$150,000 Repurchase Plan


4,230







4,230







99,982







99,982



Cashless exercises


1







177



166



18







6,187



3,018Total


6,431







12,232



166



158,208







306,281



3,018   Note 4.
    Debt  September 30,


December 31,2007


2006Bank Revolver

$
480,900


$
2015 Senior Notes






119,500Long Term Debt

$
480,900


$
119,500  9




---



##### 



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


December 31,2007


2006Raw Materials

$
19,037


$
19,818Work in Process


26,546



22,001Parts and Supplies


20,984



19,685$
66,567


$
61,504   Note 6.
    Income
    Taxes     10




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 7.
    Employee
    Benefit Plans    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Pension Components:Service cost

$
1,242


$
1,251


$
3,726


$
3,753Interest cost


2,251



2,143



6,753



6,429Expected return on plan assets


(2,900
)


(2,739
)


(8,700
)


(8,217
)Amortization of unrecognized losses






40







120Net periodic benefit cost

$
593


$
695


$
1,779


$
2,085Post-retirement Components:Service cost

$
49


$
80


$
147


$
240Interest cost


142



161



426



483Amortization of net gain


(5
)






(15
)


Net periodic benefit cost

$
186


$
241


$
558


$
723   Note 8.
    Business
    Segments    Form 10-K
   11




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Statement
    of Operating Income by Reportable Segment
  Reportable Segments


IntersegmentTransportation


Manufacturing


Elimination


Total(Dollars in thousands)Three months ended September 30, 2007Total revenue

$
218,165


$
79,295


$
(39,093
)

$
258,367Intersegment revenues


367



38,726



(39,093
)


Revenue from external customers


217,798



40,569







258,367Operating expenseMaterials, supplies and other


75,937











75,937Rent


6,313











6,313Labor and fringe benefits


27,977











27,977Fuel


44,341











44,341Depreciation and amortization


11,341











11,341Taxes, other than income taxes


4,222











4,222Loss on disposition of equipment


103











103Cost of goods sold






41,670







41,670Total cost of sales


170,234



41,670







211,904Selling, general & administrative


14,734



887







15,621Total operating expenses


184,968



42,557







227,525Operating income (loss)

$
32,830


$
(1,988
)

$



$
30,842   Reportable Segments


IntersegmentTransportation


Manufacturing


Elimination


TotalThree months ended September 30, 2006Total revenue

$
212,613


$
54,661


$
(718
)

$
266,556Intersegment revenues


162



556



(718
)


Revenue from external customers


212,451



54,105







266,556Operating expenseMaterials, supplies and other


66,229











66,229Rent


6,045











6,045Labor and fringe benefits


23,338











23,338Fuel


42,560











42,560Depreciation and amortization


11,394











11,394Taxes, other than income taxes


4,532











4,532Gain on disposition of equipment


(89
)










(89
)Cost of goods sold






51,972







51,972Total cost of sales


154,009



51,972







205,981Selling, general & administrative


14,229



1,285







15,514Total operating expenses


168,238



53,257







221,495Operating income

$
44,213


$
848


$



$
45,061  12




---



##### 



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


IntersegmentTransportation


Manufacturing


Elimination


Total(Dollars in thousands)Nine Months ended September 30, 2007Total revenue

$
580,472


$
213,193


$
(45,840
)

$
747,825Intersegment revenues


676



45,164



(45,840
)


Revenue from external customers


579,796



168,029







747,825Operating expenseMaterials, supplies and other


205,652











205,652Rent


18,550











18,550Labor and fringe benefits


80,893











80,893Fuel


118,732











118,732Depreciation and amortization


34,894











34,894Taxes, other than income taxes


12,060











12,060Gain on disposition of equipment


(1,481
)










(1,481
)Cost of goods sold






161,238







161,238Total cost of sales


469,300



161,238







630,538Selling, general & administrative


47,625



2,834







50,459Total operating expenses


516,925



164,072







680,997Operating income

$
62,871


$
3,957


$



$
66,828   Reportable Segments


IntersegmentTransportation


Manufacturing


Elimination


TotalNine Months ended September 30, 2006Total revenue

$
569,308


$
153,322


$
(45,976
)

$
676,654Intersegment revenues


488



45,488



(45,976
)


Revenue from external customers


568,820



107,834







676,654Operating expenseMaterials, supplies and other


182,403











182,403Rent


16,552











16,552Labor and fringe benefits


65,997











65,997Fuel


118,665











118,665Depreciation and amortization


33,936











33,936Taxes, other than income taxes


13,184











13,184Gain on disposition of equipment


(44
)










(44
)Cost of goods sold






99,126







99,126Total cost of sales


430,693



99,126







529,819Selling, general & administrative


42,803



4,053







46,856Total operating expenses


473,496



103,179







576,675Operating income

$
95,324


$
4,655


$



$
99,979  13




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 9.
    Acquisitions
    and Dispositions  Gulf-region
  Current Assets

$
961Properties  Net


12,512Goodwill


2,100Purchase Price

$
15,573         Note 10.
    Discontinued
    Operations   14




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Nine Months EndedThree Months Ended September 30,


September 30,2007


2006


2007


2006Revenue

$



$
11,290


$



$
18,156Cost of Sales






4,269



84



11,882Selling, General and Administrative






1,261



49



2,354Other Expense (Income)


(4
)


807



(59
)


385Income (Loss) from Discontinued Operations Before Income Tax


4



4,953



(74
)


3,535Income Tax (Benefit)


1



1,653



(28
)


881Income (Loss) from Discontinued Operations

$
3


$
3,300


$
(46
)

$
2,654   Note 11.
    Contingencies          e-mail Form 8-K
   15




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 12.
    Share-based
    Compensation      Note 13.
    Subsequent
    Events   16




---



##### 



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
   17




---



##### 



Trac
  The
    Industry
  Transportation Industry:
     18




---



##### 



ton-miles,
  
     The Manufacturing Industry:
  Consolidated
    Financial Overview
   19




---



##### 



1 2
        ramp-up,
    ton-mile, ton-mile
     20




---



##### 



Transportation
        ton-miles, ton-miles
       21




---



##### 



ton-miles
    Key
    operating statistics
  % Change to Prior





% Change to PriorThree Months Ended


Year Quarter


Nine Months Ended


Year YTDSeptember 30, 2007


Increase (Decrease)


September 30, 2007


Increase (Decrease)Ton-miles
    (000s) and rates per mile:Total Dry


9,535,774



(3.7
)%


27,055,002



(4.8
)%Ton-miles
    per average dry affreightment barge


3,900



10.4
%


10,838



6.7
%Total Liquid


852,949



(9.1
)%


2,418,430



(15.2
)%Ton-miles
    per average liquid affreightment barge


3,559



2.4
%


9,804



(3.4
)%Total affreightment
    ton-miles


10,388,723



(4.2
)%


29,473,432



(5.7
)%Total
    ton-miles
    non-affreightment


1,176,630



28.6
%


3,028,441



25.0
%Total
    ton-miles


11,565,353



(1.6
)%


32,501,873



(3.5
)%Ton-miles
    per average affreightment barge


3,869



9.7
%


10,745



5.8
%Rates per ton mile/Revenues per average barge:Decrease in dry rate per ton mile






(2.9
)%






(2.2
)%Decrease in fuel neutral dry rate per ton mile






(3.7
)%






(1.5
)%Increase in liquid rate per ton mile






8.5
%






10.9
%Increase in fuel neutral liquid rate per ton mile






6.8
%






12.2
%Overall rate per ton mile

$
15.70



(1.6
)%

$
14.57



(1.1
)%Overall fuel neutral rate per ton mile

$
15.55



(2.6
)%

$
14.68



(0.3
)%Revenue per average barge operated

$
76,662



14.9
%

$
197,545



10.3
%Fuel Price and Volume Data:Fuel price per gallon

$
2.21



5.4
%

$
1.99



0.5
%Fuel Gallons


20,097



(1.2
)%


59,522



(0.4
)%Revenue data (in thousands):Affreightment revenue

$
162,551



(5.8
)%

$
428,374



(6.7
)%Towing


17,839



31.5
%


45,765



28.7
%Charter and Day rate


18,023



47.3
%


46,743



55.5
%Demurrage


10,213



6.9
%


31,880



11.6
%Other


9,172



236.7
%


27,034



124.4
%Non-affreightment revenue

$
55,247



45.1
%

$
151,422



42.5
%Total transportation revenue

$
217,798



2.5
%

$
579,796



1.9
%   ton-miles
 22




---



##### 



ton-mile
  ton-mile
  ton-mile ton-mile
 23




---



##### 



ton-mile
    Barge
    Fleet Changes  Quarterly and YTD
  Current Quarter

Dry


Tankers


TotalBarges operated as of the end of the 2nd qtr of 2007


2,447



376



2,823Retired (includes 3 tanker reactivations)


(11
)


(2
)


(13
)New builds


41



11



52Purchased










Change in number of barges leased


(4
)


1



(3
)Barges operated as of September 30, 2007


2,473



386



2,859   Year-to-date

Dry


Tankers


TotalBarges operated as of the end of 2006


2,639



371



3,010Retired (includes 5 tanker reactivations)


(196
)


1



(195
)New builds


41



13



54Purchased


35







35Change in number of barges leased


(46
)


1



(45
)Barges operated as of September 30, 2007


2,473



386



2,859  24




---



##### 



Owned
    Boat Counts and Average Age by Horsepower Class
  AverageHorsepower Class

Number


Age1950 or less


57



30.7Less than 4300


23



33.4Less than 6200


43



32.87000 or over


15



30.2Total/overall age


138



31.7     Manufacturing:
  Manufacturing segment units produced for external sales or
    internal use
  Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006External sales:Liquid tank barges


2



7



15



17Ocean tank barges






2







2Dry cargo barges


55



59



230



136Total external units sold


57



68



245



155Internal sales:Liquid tank barges


11







13



16Dry cargo barges


41







41



50Total units into production


52







54



66Total units produced


109



68



299



221  25




---



##### 



Consolidated
    Financial Overview  Non-GAAP Financial Measure
    Reconciliation
  AMERICAN
    COMMERCIAL LINES INC.
  NET
    INCOME TO EBITDA RECONCILIATION
  Three Months Ended Sept. 30,


Nine Months Ended Sept. 30,2007


2006


2007


2006(Unaudited)(Dollars in thousands)Net Income from Continuing Operations

$
15,888


$
25,106


$
20,722


$
54,604Discontinued Operations, Net of Income Taxes


3



3,300



(46
)


2,654Consolidated Net Income

$
15,891


$
28,406


$
20,676


$
57,258Adjustments from Continuing Operations:Interest Income


(15
)


(6
)


(142
)


(26
)Interest Expense


6,486



4,812



12,485



14,520Debt Retirement Expenses










23,938



50Depreciation and Amortization


12,000



11,862



36,765



35,303Taxes


8,793



15,067



11,729



33,018Adjustments from Discontinued Operations:Interest Income


(25
)


(195
)


(111
)


(583
)Depreciation and Amortization






385







1,428Taxes


1



1,653



(28
)


881EBITDA from Continuing Operations


43,152



56,841



105,497



137,469EBITDA from Discontinued Operations


(21
)


5,143



(185
)


4,380Consolidated EBITDA

$
43,131


$
61,984


$
105,312


$
141,849EBITDA from Continuing Operations by Segment:Transportation Net Income

$
17,855


$
24,340


$
16,476


$
50,029Interest Income


(15
)


(6
)


(142
)


(26
)Interest Expense


6,486



4,812



12,485



14,520Debt Retirement Expenses










23,938



50Depreciation and Amortization


11,341



11,394



34,894



33,936Taxes


8,793



15,067



11,729



33,018Transportation EBITDA

$
44,460


$
55,607


$
99,380


$
131,527Manufacturing Net Income

$
6,953


$
886


$
14,220


$
13,420Interest Income














Interest Expense














Depreciation and Amortization


659



468



1,871



1,367Taxes














Total Manufacturing EBITDA


7,612



1,354



16,091



14,787Intersegment Profit


(8,920
)


(120
)


(9,974
)


(8,845
)External Manufacturing EBITDA

$
(1,308
)

$
1,234


$
6,117


$
5,942    26




---



##### 



Outlook
  Transportation:
    
    Accelerating dry cargo barge retirements in 2007 and 2008,
    bringing the total number of retirements in 2006 through 2008 to
    over 500 units, or 20% of the Companys previously
    existing dry cargo fleet;
    Significantly reducing or eliminating production of new dry
    cargo barges that were to be built during 2008 for our
    transportation division at our shipyard by increasing the
    efficiency of the existing fleet to compensate for the scrapping
    of older barges;
    Increasing the number of liquid tank barges built at our
    shipyard in 2008, adding approximately 15% to our existing
    liquid tank barge barrel capacity to accommodate accelerated
    growth in our liquids division;
    Establishing a headquarters location in Houston, Texas for our
    liquids division (opened in August, 2007) to more directly
    service the majority of our primary liquids customers; and
    Replacing certain seasonal dry cargo spot business with more
    ratable long-term contract business.         27




---



##### 



28




---



##### 



29




---



##### 



Manufacturing.
 30




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
    OPERATING RESULTS by BUSINESS SEGMENT
    Three Months Ended September 30, 2007 as compared with
    Three Months Ended September 30, 2006
  % of ConsolidatedRevenueThree Months Ended Sept. 30,





3rd Quarter2007


2006


Variance


2007


2006(Unaudited)(Dollars in thousands, except where noted)REVENUETransportation

$
217,798


$
212,451


$
5,347



84.3
%


79.7
%Manufacturing (external and internal)


79,295



54,661



24,634



30.7
%


20.5
%Intersegment manufacturing elimination


(38,726
)


(556
)


(38,170
)


(15.0
)%


(0.2
)%Consolidated Revenue


258,367



266,556



(8,189
)


100.0
%


100.0
%OPERATING EXPENSETransportation


184,968



168,238



16,730Manufacturing (external and internal)


72,363



53,693



18,670Intersegment manufacturing elimination


(29,806
)


(436
)


(29,370
)Consolidated Operating Expense


227,525



221,495



6,030



88.1
%


83.1
%OPERATING INCOMETransportation


32,830



44,213



(11,383
)Manufacturing (external and internal)


6,932



968



5,964Intersegment manufacturing elimination


(8,920
)


(120
)


(8,800
)Consolidated Operating Income


30,842



45,061



(14,219
)


11.9
%


16.9
%Interest Expense


6,486



4,812



1,674Other Expense (Income)


(325
)


76



(401
)Income from Continuing Operations before Income Taxes


24,681



40,173



(15,492
)Income Taxes


8,793



15,067



(6,274
)Discontinued Operations


3



3,300



(3,297
)Net Income

$
15,891


$
28,406


$
(12,515
)Domestic Barges Operated (average of period beginning and end)


2,841



3,184



(343
)Revenue per Barge Operated (Actual)

$
76,662


$
66,725


$
9,937   RESULTS
    OF OPERATIONS
  Three
    months ended September 30, 2007 comparison to three months
    ended September 30, 2006
  Revenue.
   31




---



##### 



ton-miles ton-mile.
    Operating Expense.
      Operating Income.
  Interest Expense.
 32




---



##### 



Income Tax Expense.
  Discontinued Operations, Net of Taxes.
  Net Income.
 33




---



##### 



AMERICAN
    COMMERCIAL LINES INC. 
    OPERATING RESULTS by BUSINESS SEGMENT
    Nine Months Ended September 30, 2007 as compared with
    Nine Months Ended September 30, 2006
  % of ConsolidatedRevenueNine Months Ended Sept. 30,





Nine Months2007


2006


Variance


2007


2006(Unaudited)(Dollars in thousands except where noted)REVENUETransportation

$
579,796


$
568,820


$
10,976



77.5
%


84.1
%Manufacturing (external and internal)


213,193



153,322



59,871



28.5
%


22.7
%Intersegment manufacturing elimination


(45,164
)


(45,488
)


324



(6.0
)%


(6.7
)%Consolidated Revenue


747,825



676,654



71,171



100.0
%


100.0
%OPERATING EXPENSETransportation


516,925



473,496



43,429Manufacturing (external and internal)


199,262



139,822



59,440Intersegment manufacturing elimination


(35,190
)


(36,643
)


1,453Consolidated Operating Expense


680,997



576,675



104,322



91.1
%


85.2
%OPERATING INCOMETransportation


62,871



95,324



(32,453
)Manufacturing (external and internal)


13,931



13,500



431Intersegment manufacturing elimination


(9,974
)


(8,845
)


(1,129
)Consolidated Operating Income


66,828



99,979



(33,151
)


8.9
%


14.8
%Interest Expense


12,485



14,520



(2,035
)Debt Retirement Expenses


23,938



50



23,888Other Expense (Income)


(2,046
)


(2,213
)


167Income from Continuing Operations before Income Taxes


32,451



87,622



(55,171
)Income Taxes


11,729



33,018



(21,289
)Discontinued Operations


(46
)


2,654



(2,700
)Net Income

$
20,676


$
57,258


$
(36,582
)Domestic Barges Operated (average of period beginning and end)


2,935



3,175



(240
)Revenue per Barge Operated (Actual)

$
197,545


$
179,156


$
18,389   Nine
    months ended September 30, 2007 comparison to nine months
    ended September 30, 2006
  Revenue.
     34




---



##### 



ton-miles ton-mile
    Operating Expense.
      Operating Income.
  Interest Expense.
  Debt Retirement Expense.
  Income Tax Expense.
 35




---



##### 



Discontinued Operations, Net of Tax.
  Net Income.
  LIQUIDITY
    AND CAPITAL RESOURCES
        Our
    Indebtedness
      Net Cash,
    Capital Expenditures and Cash Flow
   36




---



##### 



CHANGES
    IN ACCOUNTING STANDARDS
  Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109
  Fair Value
    Measurements
  The Fair
    Value Option for Financial Assets and Financial Liabilities instrument-by-instrument
 37




---



##### 



CRITICAL
    ACCOUNTING POLICIES
    Form 10-K
  Form 10-Q Regulation S-X.
  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    Fuel
    Price Risk
   38




---



##### 



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)).
  Changes in Internal Control over Financial
    Reporting. Rules 13a-15(f) 15d-15(f)
  PART II 
    OTHER INFORMATION
  ITEM 1.
    LEGAL
    PROCEEDINGS    Environmental Litigation.
  Barge Cleaning Facilities, Port Arthur,
    Texas.
 39




---



##### 



PHI/ Harahan Site, Harahan, Louisiana. and/or
  Other
  e-mail Form 8-K
  ITEM 1A.
    RISK
    FACTORS    RISKS
    RELATED TO OUR INDUSTRY
  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.
   40




---



##### 



Yields
    from North American and worldwide grain harvests could
    materially affect demand for our barging services.
    Diminishing
    demand for new barge construction may lead to a reduction in
    sales prices for new barges.
    Higher
    fuel prices, if not recouped from our customers, could
    dramatically increase operating expenses and adversely affect
    profitability.
    We are
    subject to adverse weather and river conditions.
      Seasonal
    fluctuations in industry demand could adversely affect our
    operating results, cash flow and working capital
    requirements.
   41




---



##### 



The
    aging infrastructure on the Inland Waterways may lead to
    increased costs and disruptions in our operations.
    The
    inland barge transportation industry is highly competitive;
    increased competition could adversely affect us.
    Global
    trade agreements, tariffs and subsidies could decrease the
    demand for imported and exported goods, adversely affecting the
    flow of import and export tonnage through the Port of New
    Orleans and the demand for barging services.
    Our
    failure to comply with government regulations affecting the
    barging industry, or changes in these regulations, may cause us
    to incur significant expenses or affect our ability to
    operate.
  and/or
   42




---



##### 



The
    Jones Act restricts foreign ownership of our stock, and the
    repeal, suspension or substantial amendment of the Jones Act
    could increase competition on the Inland Waterways and have a
    material adverse effect on our business.
    U.S.-citizen
  RISKS
    RELATED TO OUR BUSINESS
  Our
    aging fleet of dry cargo barges may lead to increased costs and
    disruptions in our operations.
    We may
    not be successful in our plans to upgrade our production lines
    in our shipyard and realize increased levels of capacity and
    efficiency.
    Our
    plans for our transportation business capital investment and
    organic growth are predicated on efficiency improvements which
    we expect to achieve through a variety of initiatives, including
    reduction in stationary days, better power utilization, and
    improved fleeting, among others. We may not ultimately be able
    to drive efficiency to the level to achieve our current forecast
    of tonnage without investing additional capital or incurring
    additional costs.
   43




---



##### 



Our
    cash flows and borrowing facilities may not be adequate for our
    additional capital needs and, if we incur additional borrowings,
    our future cash flow and capital resources may not be sufficient
    for payments of interest and principal of our substantial
    indebtedness.
    As
    part of the Companys growth strategy, we may continue to
    make selective acquisitions, the integration and consolidation
    of which may disrupt operations and could negatively impact our
    business, including our margins.
    The
    loss of one or more key customers, or material nonpayment or
    nonperformance by one or more of our key customers, would have a
    material adverse effect on our revenue and
    profitability.
    A
    major accident or casualty loss at any of our facilities could
    significantly reduce production
    Our
    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.
   44




---



##### 



We
    have experienced significant work stoppages by union employees
    in the past, and future work stoppages may disrupt our services
    and adversely affect our operations.
    The
    loss of key personnel, including highly skilled and licensed
    vessel personnel, could adversely affect our
    business.
    Failure
    to comply with environmental, health and safety regulations
    could result in substantial penalties and changes to our
    operations.
       45




---



##### 



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      Total Number of


Average PriceShares Purchased


per Share(In thousands)Common Stock  July


2,200



26.45Common Stock  August


3,507



23.38Common Stock  September


723



24.90Total Shares Repurchased


6,430    46




---



##### 



ITEM 6.
    EXHIBITS.  ExhibitNo.

Description10
.1

Amendment No. 2 to the Credit Agreement, dated
    April 27, 2007, by and among American Commercial Lines LLC,
    Jeffboat LLC, and ACL Transportation Services LLC, and Wells
    Fargo Bank, National Association as administrative agent, Bank
    of America, N.A. and JPMorgan Chase Bank, N.A., as
    co-syndication
    agents, Fortis Capital Corp. and LaSalle Bank National
    Association as
    co-documentation
    agents, and Branch Banking and Trust Company, Fifth Third
    Bank, National City Bank, PNC Bank National Association,
    SunTrust Bank, U.S. Bank National Association, and Wachovia
    Bank, N.A. as syndicate members (Incorporated by reference to
    Exhibit 10.1 to the Current Report of American Commercial
    Lines Inc. on
    Form 8-K
    (File
    No. 000-51562)
    filed with the Securities and Exchange Commission on
    August 23, 2007.10
.2

Amendment No. 3 to the Credit Agreement, dated
    April 27, 2007, by and among American Commercial Lines LLC,
    Jeffboat LLC, and ACL Transportation Services LLC, and Wells
    Fargo Bank, National Association as administrative agent, Bank
    of America, N.A. and JPMorgan Chase Bank, N.A., as
    co-syndication agents, Fortis Capital Corp. and LaSalle Bank
    National Association as co-documentation agents, and Branch
    Banking and Trust Company, Fifth Third Bank, National City
    Bank, PNC Bank National Association, SunTrust Bank, U.S. Bank
    National Association, and Wachovia Bank, N.A. as syndicate
    members (Incorporated by reference to Exhibit 10.2 to the
    Current Report of American Commercial Lines Inc. on
    Form 8-K
    (File
    No. 000-51562)
    filed with the Securities and Exchange Commission on
    August 23, 2007.31
.1

Certification by Mark R. Holden, Chief Executive Officer,
    required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.31
.2

Certification by Christopher A. Black, Chief Financial Officer,
    required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.32
.1

Certification by Mark R. Holden, Chief Executive Officer,
    pursuant to 18 U.S.C. Section 1350.32
.2

Certification by Christopher A. Black, Chief Financial Officer,
    pursuant to 18 U.S.C. Section 1350.  47




---



##### 



SIGNATURES
      
     
  
   48




---



##### 



INDEX TO
    EXHIBITS
  ExhibitNo.

Description10
.1

Amendment No. 2 to the Credit Agreement, dated
    April 27, 2007, by and among American Commercial Lines LLC,
    Jeffboat LLC, and ACL Transportation Services LLC, and Wells
    Fargo Bank, National Association as administrative agent, Bank
    of America, N.A. and JPMorgan Chase Bank, N.A., as
    co-syndication
    agents, Fortis Capital Corp. and LaSalle Bank National
    Association as
    co-documentation
    agents, and Branch Banking and Trust Company, Fifth Third
    Bank, National City Bank, PNC Bank National Association,
    SunTrust Bank, U.S. Bank National Association, and Wachovia
    Bank, N.A. as syndicate members (Incorporated by reference to
    Exhibit 10.1 to the Current Report of American Commercial
    Lines Inc. on
    Form 8-K
    (File
    No. 000-51562)
    filed with the Securities and Exchange Commission on
    August 23, 2007.10
.2

Amendment No. 3 to the Credit Agreement, dated
    April 27, 2007, by and among American Commercial Lines LLC,
    Jeffboat LLC, and ACL Transportation Services LLC, and Wells
    Fargo Bank, National Association as administrative agent, Bank
    of America, N.A. and JPMorgan Chase Bank, N.A., as
    co-syndication
    agents, Fortis Capital Corp. and LaSalle Bank National
    Association as
    co-documentation
    agents, and Branch Banking and Trust Company, Fifth Third
    Bank, National City Bank, PNC Bank National Association,
    SunTrust Bank, U.S. Bank National Association, and Wachovia
    Bank, N.A. as syndicate members (Incorporated by reference to
    Exhibit 10.2 to the Current Report of American Commercial
    Lines Inc. on
    Form 8-K
    (File
    No. 000-51562)
    filed with the Securities and Exchange Commission on
    August 23, 2007.31
.1

Certification by Mark R. Holden, Chief Executive Officer,
    required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.31
.2

Certification by Christopher A. Black, Chief Financial Officer,
    required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.32
.1

Certification by Mark R. Holden, Chief Executive Officer,
    pursuant to 18 U.S.C. Section 1350.32
.2

Certification by Christopher A. Black, Chief Financial Officer,
    pursuant to 18 U.S.C. Section 1350.  49