##### Table of Contents





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
    June 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
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
  þ o




---



##### 





AMERICAN
    COMMERCIAL LINES INC.
  QUARTERLY
    REPORT ON
    FORM 10-Q
 FOR THE
    QUARTERLY PERIOD ENDED JUNE 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


20Item 3:


Quantitative and Qualitative Disclosures About
    Market Risk


51Item 4:


Controls and Procedures


51PART II OTHER INFORMATIONItem 1:


Legal Proceedings


51Item 1A:


Risk Factors


53Item 2:


Unregistered Sales of Securities and Use of
    Proceeds


63Item 3:


Defaults on Senior Securities


63Item 4:


Submission of Matters to a Vote of Security
    Holders


63Item 6:


Exhibits


64Signatures


65Certification by CEOCertification by CFOCertification by CEOCertification by CFOEX-10.5EX-10.6EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  ITEM 1.
    FINANCIAL
    STATEMENTS  AMERICAN
    COMMERCIAL LINES INC
  CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS
  Quarter Ended June 30,


Six Months Ended June 30,2009


2008


2009


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

$
153,815


$
227,085


$
315,390


$
433,539Manufacturing


70,916



95,609



106,150



159,671Revenues


224,731



322,694



421,540



593,210Cost of SalesTransportation and Services


141,414



200,698



285,754



381,736Manufacturing


59,889



88,059



90,325



147,904Cost of Sales


201,303



288,757



376,079



529,640Gross Profit


23,428



33,937



45,461



63,570Selling, General and Administrative Expenses


17,121



20,431



39,854



40,504Operating Income


6,307



13,506



5,607



23,066Other Expense (Income)Interest Expense


11,812



5,988



20,353



12,720Debt Retirement Expenses






2,379







2,379Other, Net


(202
)


(296
)


(481
)


(1,146
)Other Expenses


11,610



8,071



19,872



13,953(Loss) Income from Continuing OperationsBefore Taxes


(5,303
)


5,435



(14,265
)


9,113Income Taxes (Benefit)


(1,707
)


2,071



(5,211
)


3,446(Loss) Income from Continuing Operations


(3,596
)


3,364



(9,054
)


5,667Discontinued Operations, Net of Tax


(172
)


291



(172
)


303Net (Loss) Income

$
(3,768
)

$
3,655


$
(9,226
)

$
5,970Basic (Loss) Earnings Per Common Share:(Loss) Income from continuing operations

$
(0.28
)

$
0.27


$
(0.71
)

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


(0.02
)


0.02



(0.02
)


0.02Basic (Loss) Earnings Per Common Share

$
(0.30
)

$
0.29


$
(0.73
)

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

$
(0.28
)

$
0.27


$
(0.71
)

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


(0.02
)


0.02



(0.02
)


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

$
(0.30
)

$
0.29


$
(0.73
)

$
0.47Weighted Average Shares OutstandingBasic


12,712,985



12,619,346



12,700,403



12,569,478Diluted


12,712,985



12,724,390



12,700,403



12,727,810    3




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##### Table of Contents



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


December 31,2009


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

$
1,914


$
1,217Accounts Receivable, Net


94,643



138,695Inventory


60,042



69,635Deferred Tax Asset


3,547



5,173Assets Held for Sale


3,344



4,577Prepaid and Other Current Assets


26,753



39,002Total Current Assets


190,243



258,299Properties, Net


539,972



554,580Investment in Equity Investees


4,073



4,039Other Assets


40,357



22,333Total Assets

$
774,645


$
839,251LIABILITIESCurrent LiabilitiesAccounts Payable

$
40,098


$
67,719Accrued Payroll and Fringe Benefits


16,531



25,179Deferred Revenue


13,798



13,986Accrued Claims and Insurance Premiums


18,609



22,819Accrued Interest


3,398



1,237Current Portion of Long Term Debt


970



1,420Customer Deposits


5,487



6,682Other Liabilities


32,090



43,522Total Current Liabilities


130,981



182,564Long Term Debt


406,100



418,550Pension and Post Retirement Liabilities


45,133



44,140Deferred Tax Liability


29,696



30,389Other Long Term Liabilities


4,541



4,899Total Liabilities


616,451



680,542STOCKHOLDERS EQUITYCommon stock; authorized 50,000,000 shares at $.01 par
    value; 15,891,120 and 15,813,746 shares issued and
    outstanding as of June 30 , 2009 and December 31,
    2008, respectively


159



633Treasury Stock 3,177,023 and 3,150,906 shares at
    June 30, 2009 and December 31, 2008, respectively


(313,278
)


(312,886
)Other Capital


296,310



293,018Retained Earnings


186,694



195,920Accumulated Other Comprehensive Loss


(11,691
)


(17,976
)Total Stockholders Equity


158,194



158,709Total Liabilities and Stockholders Equity

$
774,645


$
839,251    4




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##### Table of Contents



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


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

$
(9,226
)

$
5,970Adjustments to Reconcile Net (Loss) Income to Net Cash Provided
    by Operating Activities:Depreciation and Amortization


27,274



26,134Debt Retirement Costs






2,379Debt Issuance Cost Amortization


4,720



440Deferred Taxes


(4,929
)


385Gain on Property Dispositions


(2,312
)


(284
)Contributions to Defined Benefit Plans


(300
)


Share-Based Compensation


4,811



4,927Other Operating Activities


553



130Changes in Operating Assets and Liabilities:Accounts Receivable


44,053



(3,336
)Inventory


10,430



(15,129
)Other Current Assets


13,886



(342
)Accounts Payable


(16,918
)


(1,824
)Accrued Interest


2,161



1,329Other Current Liabilities


(16,739
)


21,840Net Cash Provided by Operating Activities


57,464



42,619INVESTING ACTIVITIESProperty Additions


(12,423
)


(25,001
)Investment in Summit Contracting






(8,462
)Proceeds from Property Dispositions


4,161



803Other Investing Activities


(1,655
)


(204
)Net Cash Used in Investing Activities


(9,917
)


(32,864
)FINANCING ACTIVITIESRevolving Credit Facility (Repayments) Borrowings


(12,450
)


6,000Outstanding Checks


(10,701
)


(4,395
)Debt Amendment Fees


(21,314
)


(3,578
)Tax (Expense) Benefit of Share-Based Compensation


(1,993
)


3,517Exercise of Stock Options






995Acquisition of Treasury Stock


(392
)


(3,305
)Net Cash Used in Financing Activities


(46,850
)


(766
)Net Increase in Cash and Cash Equivalents


697



8,989Cash and Cash Equivalents at Beginning of Period


1,217



5,021Cash and Cash Equivalents at End of Period

$
1,914


$
14,010    5




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##### Table of Contents



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














4,811











4,811Tax (Expense) Benefit of Share-based Compensation














(1,993
)










(1,993
)Issuance of Restricted Stock Units and Performances Shares


77



3







(3
)










Acquisition of Treasury Stock


(26
)






(392
)














(392
)Comprehensive Income:Net Loss


















(9,226
)






(9,226
)Unrealized gain on fuel swaps designated as cash flow hedging
    instrument, net of tax






















6,286



6,286Other






















(1
)


(1
)Total Comprehensive (Loss) Income





$



$



$



$
(9,226
)

$
6,285


$
(2,941
)Balance at June 30, 2009


12,714


$
159


$
(313,278
)

$
296,310


$
186,694


$
(11,691
)

$
158,194    6




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##### Table of Contents



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. sub-lease
       7




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans, and amendment of FASB Statements No
    87, 88, 106, and 132 (R)
   8




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             9




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    tm
  Form 10-K,
    Note 2.
    Stockholders
    Equity  one-for-four
      June 30,


Dec. 31,2008


2008Minimum pension liability, net of tax provision of $10,400 and
    $4,918, respectively

$
(12,098
)

$
(12,098
)Minimum post retirement liability, net of tax provision of $171
    and $385, respectively


1,646



1,646Loss on fuel hedge, net of tax provision of $741 and $5,755,
    respectively


(1,239
)


(7,524
)$
(11,691
)

$
(17,976
)  10




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 3.
    Earnings
    Per Share      performance-to-date
    Quarter Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


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


12,712,985



12,619,346



12,700,403



12,569,478Shares if all dilutive potential common shares outstanding
    during the period were exercised






105,044







158,332Shares used to calculate diluted EPS


12,712,985



12,724,390



12,700,403



12,727,810   Note 4.
    Debt  June 30,


December 31,2009


2008Revolving Credit Facility

$
406,100


$
418,550Elliott Bay Note


300



750Summit Contracting Note


670



670Total Debt


407,070



419,970Less Current Portion of Long Term Debt


970



1,420Long Term Debt

$
406,100


$
418,550    11




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##### Table of Contents



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


December 31,2009


2008Raw Materials

$
9,523


$
20,648Work in Process


26,722



21,359Parts and Supplies


23,797



27,628$
60,042


$
69,635  12




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##### Table of Contents



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


Six Month EndedJune 30,


June 30,2009


2008


2009


2008Pension Components:Service cost

$
1,313


$
1,327


$
2,626


$
2,654Interest cost


2,525



2,356



5,050



4,712Expected return on plan assets


(3,138
)


(2,971
)


(6,276
)


(5,942
)Amortization of unrecognized losses


13



14



26



28Net periodic benefit cost

$
713


$
726


$
1,426


$
1,452Post-retirement Components:Service cost

$
10


$
27


$
20


$
54Interest cost


123



136



246



272Amortization of net gain


(108
)


(61
)


(216
)


(122
)Net periodic benefit cost

$
25


$
102


$
50


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




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##### Table of Contents



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


All Other


IntersegmentTransportation


Manufacturing


Segments(1)


Eliminations


TotalQuarter ended June 30, 2009Total revenue

$
145,868


$
78,987


$
8,063


$
(8,187
)

$
224,731Intersegment revenues


87



8,071



29



(8,187
)


Revenue from external customers


145,781



70,916



8,034







224,731Operating expenseMaterials, supplies and other


54,678















54,678Rent


5,380















5,380Labor and fringe benefits


27,090















27,090Fuel


31,602















31,602Depreciation and amortization


12,419















12,419Taxes, other than income taxes


3,668















3,668Gain on disposition of equipment


(193
)














(193
)Cost of goods sold






59,889



6,770







66,659Total cost of sales


134,644



59,889



6,770







201,303Selling, general & administrative


14,354



483



2,284







17,121Total operating expenses


148,998



60,372



9,054







218,424Operating (loss) income

$
(3,217
)

$
10,544


$
(1,020
)

$



$
6,307   Reportable Segments


All Other


IntersegmentTransportation


Manufacturing


Segments(1)


Eliminations


TotalQuarter ended June 30, 2008Total revenue

$
217,527


$
96,104


$
10,161


$
(1,098
)

$
322,694Intersegment revenues


340



495



263



(1,098
)


Revenue from external customers


217,187



95,609



9,898







322,694Operating expenseMaterials, supplies and other


77,392















77,392Rent


5,731















5,731Labor and fringe benefits


28,988















28,988Fuel


65,270















65,270Depreciation and amortization


12,232















12,232Taxes, other than income taxes


3,765















3,765Gain on disposition of equipment


75















75Cost of goods sold






88,059



7,245







95,304Total cost of sales


193,453



88,059



7,245







288,757Selling, general & administrative


17,020



872



2,539







20,431Total operating expenses


210,473



88,931



9,784







309,188Operating income

$
6,714


$
6,678


$
114


$



$
13,506  14




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##### Table of Contents



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


All Other


IntersegmentTransportation


Manufacturing


Segments(1)


Eliminations


TotalSix Months ended June 30, 2009Total revenue

$
301,458


$
115,855


$
14,222


$
(9,995
)

$
421,540Intersegment revenues


190



9,705



100



(9,995
)


Revenue from external customers


301,268



106,150



14,122







421,540Operating expenseMaterials, supplies and other


111,501















111,501Rent


10,955















10,955Labor and fringe benefits


58,243















58,243Fuel


63,918















63,918Depreciation and amortization


24,554















24,554Taxes, other than income taxes


7,179















7,179Gain on disposition of equipment


(2,297
)














(2,297
)Cost of goods sold






90,325



11,701







102,026Total cost of sales


274,053



90,325



11,701







376,079Selling, general & administrative


33,789



1,155



4,910







39,854Total operating expenses


307,842



91,480



16,611







415,933Operating (loss) income

$
(6,574
)

$
14,670


$
(2,489
)

$



$
5,607   Reportable Segments


All Other


IntersegmentTransportation


Manufacturing


Segments(1)


Eliminations


TotalSix Months ended June 30, 2008Total revenue

$
422,464


$
160,657


$
12,091


$
(2,002
)

$
593,210Intersegment revenues


456



986



560



(2,002
)


Revenue from external customers


422,008



159,671



11,531







593,210Operating expenseMaterials, supplies and other


154,819















154,819Rent


11,936















11,936Labor and fringe benefits


56,037















56,037Fuel


119,510















119,510Depreciation and amortization


24,139















24,139Taxes, other than income taxes


7,909















7,909Gain on disposition of equipment


(284
)














(284
)Cost of goods sold






147,904



7,670







155,574Total cost of sales


374,066



147,904



7,670







529,640Selling, general & administrative


34,840



1,760



3,904







40,504Total operating expenses


408,906



149,664



11,574







570,144Operating income (loss)

$
13,102


$
10,007


$
(43
)

$



$
23,066     (1)
    
    Financial data for segments below the reporting thresholds is
    attributable to segments that provide naval architectural and
    design, civil construction and environmental consulting services. 15




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 9.
    Financial
    Instruments and Risk Management    Fair Value ofMeasurements atReporting Date UsingMarkets for IdenticalDescription

6/30/2009


Assets (Level 1)Fuel Price Swaps

$
(1,980
)

$
(1,980
)       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
)


(4,961
)2nd Quarter 2009 Changes


1,530



(2,628
)Fuel Price Swaps at June 30, 2009


8,415


$
1,980   Note 10.
    Acquisition
    and Dispositions   16.1




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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       Note 11.
    Exit
    Activities  sub-lease
 17




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 12.
    Contingencies              e-mail Form 8-K
  Note 13.
    Share-based
    Compensation   18




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 14.
    Subsequent
    Event    1 2
     19




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##### Table of Contents



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
   20




---



##### Table of Contents



The
    Industry
  Transportation Industry:
     21




---



##### Table of Contents



ton-miles,
  
  Source:
  The Manufacturing Industry:
 22




---



##### Table of Contents



Consolidated
    Financial Overview
      Quarter Ended


Quarter Ended


Year EndedMarch 31,


June 30,


December 31,2009


2008


2009


2008


2008


2007


2006Reduction in force charges

$
(1.9
)

$
(1.2
)

$
(0.3
)

$
(0.8
)

$
(1.9
)

$



$
Houston office closure charges


(2.1
)






(0.2
)














Charges for customer bankruptcy


(0.7
)














(0.5
)






Jeffboat inventory valuation adjustment






















(3.3
)


Refinancing cost write-off


















(1.5
)






Insurance deductible major spill


















(0.9
)






Interest expense


(8.5
)


(6.7
)


(11.8
)


(6.0
)


(26.9
)


(20.6
)


(18.4
)Debt retirement expenses














(2.4
)


(2.4
)


(23.9
)


(1.4
)Professional Services operating profit


(1.5
)


(0.2
)


(1.0
)


0.1



(0.1
)


0.2



Acquired goodwill impairment charge


















(1.1
)






Pension buy-out reversal






2.1











2.1



(2.1
)


All other operating results


5.7



9.7



8.0



14.5



108.0



115.9



156.2(Loss) income from continuing operations before income tax and
    discontinued operations

$
(9.0
)

$
3.7


$
(5.3
)

$
5.4


$
74.9


$
66.2


$
136.4Income taxes (benefit)


(3.5
)


1.4



(1.7
)


2.0



27.3



21.9



49.8Net (loss) income before discontinued operations

$
(5.5
)

$
2.3


$
(3.6
)

$
3.4


$
47.5


$
44.4


$
86.6Discontinued operations, net of tax










(0.2
)


0.3



0.5







5.7Net (loss) income

$
(5.5
)

$
2.3


$
(3.8
)

$
3.7


$
48.0


$
44.4


$
92.3   Note: Schedules may not foot due to rounding
  Quarter
    and Six Months ended June 30, 2009 compared to Quarter and
    Six Months ended June 30, 2008
     23




---



##### Table of Contents



ton-miles quarter-over-quarter, ton-mile ton-miles. ton-miles year-to-date ton-miles
      work-in-process
  Quarter
    ended March 31, 2009 compared to Quarter ended
    March 31, 2008*
    ton-miles
    10-Q Form 10-K,
 24




---



##### Table of Contents



work-in-process
  Year
    ended December 31, 2008 compared to Year ended
    December 31, 2007*
      1 2
  ton-mile
    10-Q Form 10-K,
 25




---



##### Table of Contents



Year
    ended December 31, 2007 compared to December 31,
    2006*
    year-over-year year-over-year. year-over-year
      10-Q Form 10-K,
 26




---



##### Table of Contents



Segment
    discussion  Quarter and Six Months ended
    June 30, 2009 compared to Quarter and Six Months ended
    June 30, 2008
  Transportation
      ton-miles ton-miles, ton-miles
      ton-miles barge-day
  ton-mile months-over-six
 27




---



##### Table of Contents



ton-miles
    Key
    operating statistics
  Three


% Change to


Six


% Change toMonths Ended


Prior Year Quarter


Months Ended


Prior Year YTDJune 30, 2009


Increase (Decrease)


June 30, 2009


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


8,493,089



8.9
%


16,290,165



2.3
%Total liquid


432,240



(38.9
)%


834,985



(43.2
)%Total affreightment
    ton-miles


8,925,329



4.9
%


17,125,150



(1.5
)%Total non-affreightment
    ton-miles


769,764



(32.2
)%


1,519,448



(33.4
)%Total
    ton-miles


9,695,093



0.6
%


18,644,598



(5.2
)%Average
    ton-miles
    per affreightment barge


3,655



10.5
%


6,995



4.3
%Rates per ton mile:Dry rate per
    ton-mile






(35.4
)%






(27.9
)%Fuel neutral dry rate per
    ton-mile






(29.2
)%






(22.3
)%Liquid rate per
    ton-mile






(18.0
)%






(7.6
)%Fuel neutral liquid rate per-ton mile






0.2
%






8.4
%Overall rate per
    ton-mile

$
11.39



(36.3
)%

$
12.10



(28.8
)%Overall fuel neutral rate per
    ton-mile

$
12.66



(29.2
)%

$
13.19



(22.4
)%Revenue per average barge operated

$
56,702



(28.4
)%

$
115,872



(23.8
)%Fuel price and volume data:Fuel price

$
1.86



(45.8
)%

$
1.92



(38.5
)%Fuel gallons


16,953



(10.6
)%


33,260



(13.0
)%Revenue data (in thousands):Affreightment revenue

$
101,629



(33.0
)%

$
207,207



(29.8
)%Towing


9,933



(55.2
)%


22,164



(47.7
)%Charter and day rate


16,291



(14.6
)%


32,734



(14.5
)%Demurrage


9,445



(11.7
)%


23,730



6.2
%Other


8,483



(37.6
)%


15,433



(35.6
)%Total non-affreightment revenue


44,152



(32.7
)%


94,061



(25.9
)%Total transportation segment revenue

$
145,781



(32.9
)%

$
301,268



(28.6
)%  28




---



##### Table of Contents



Barge
    Fleet Changes
  Barge
    Fleet Changes  YTD and Quarterly
  Dry


Tankers


TotalCurrent QuarterBarges operated as of the end of the 1st qtr of 2009


2,207



379



2,586Retired (includes reactivations)


(19
)


(9
)


(28
)New builds






4



4Purchased










Change in number of barges leased


(5
)


(2
)


(7
)Barges operated as of the end of the 2nd qtr of 2009


2,183



372



2,555   Dry


Tankers


TotalSix monthsBarges operated as of the end of 2008


2,254



391



2,645Retired


(64
)


(17
)


(81
)New builds






5



5Purchased










Change in number of barges leased


(7
)


(7
)


(14
)Barges operated as of the end of the 2nd qtr 2009


2,183



372



2,555     Owned
    Boat Counts and Average Age by Horsepower Class
  Horsepower Class

Number


Average Age1950 or less


48



32.2Less than 4300


24



35.0Less than 6200


43



34.57000 or over


15



32.0Total/overall age


130



33.5       year-over-year.
 29




---



##### Table of Contents



ton-miles ton-miles ton-miles, quarter-over-quarter.
  Revenue
    Mix Change ($ in millions, change adjusted for fuel costs)
    2Q 2009 to 2Q 2008 and 1H2009 to 1H2008
  Quarter Ended


Revenue


Change in


Six Months Ended


Revenue


Change inJune 30, 2009


Change to PYQ


Commodity


June 30, 2009


Change to PYH


CommodityGrain

$
40.1


$
10.9



37
%

$
77.9


$
14.0



22
%Steel and pig iron


4.2



(21.9
)


(84
)%


9.5



(41.9
)


(82
)%Fertilizer


1.3



(2.4
)


(65
)%


4.1



(6.9
)


(63
)%All other bulk


32.8



(8.2
)


(20
)%


62.7



(8.6
)


(12
)%Total Bulk/Non-Bulk

$
38.3


$
(32.5
)


(46
)%

$
76.3


$
(57.4
)


(43
)%Coal & energy


3.8



(12.6
)


(77
)%


9.1



(18.1
)


(67
)%Legacy coal


14.9



5.6



60
)%


31.2



11.5



58
%Total Coal/Energy

$
18.7


$
(7.0
)


(27
)%

$
40.3


$
(6.6
)


(14
)%Dry towing/demurrage


10.0



(4.1
)


(29
)%


22.4



(5.5
)


(20
)%Total Dry Revenue

$
107.1


$
(32.7
)


(23
)%

$
216.9


$
(55.5
)


(20
)%Chemicals


15.6



(7.7
)


(33
)%


28.9



(14.4
)


(33
)%Petroleum


6.7



0.1



2
%


13.3



(0.7
)


(5
)%Other liquids


4.0



(1.0
)


(20
)%


7.6



(2.6
)


(25
)%Towing liquids


10.7



(5.4
)


(34
)%


22.4



(9.9
)


(31
)%Charter/demurrage


9.1



(4.3
)


(32
)%


23.4



(3.4
)


(13
)%Total Liquid

$
46.1


$
(18.3
)


(28
)%

$
95.6


$
(31.0
)


(24
)%Scrap and other

$
7.9


$
(5.1
)


(39
)%

$
14.0


$
(9.0
)


(39
)%Total Revenue

$
161.1


$
(56.1
)


(26
)%

$
326.5


$
(95.5
)


(23
)%   quarter-over-quarter
 30




---



##### Table of Contents



ton-miles
  Manufacturing:
    quarter-over-quarter
  Manufacturing
    Segment Units Produced for External Sales or Internal
    Use
  Quarter Ended June 30,


Six Months Ended June 30,2009


2008


2009


2008External sales:Liquid tank barges


19



17



30



26Ocean tank barges


2



2



2



3Dry cargo barges


19



93



19



172Total external units sold


40



112



51



201Internal sales:Liquid tank barges


4







5



−Dry cargo barges














Total units into production


4







5



Total units produced


44



112



56



201   quarter-over-quarter.
 31




---



##### Table of Contents



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


Six Months Ended June 30,2009


2008


2009


2008(Dollars in thousands)(Unaudited)Net (Loss) Income from Continuing Operations

$
(3,596
)

$
3,364


$
(9,054
)

$
5,667Discontinued Operations, Net of Income Taxes


(172
)


291



(172
)


303Consolidated Net (Loss) Income

$
(3,768
)

$
3,655


$
(9,226
)

$
5,970Adjustments from Continuing Operations:Interest Income


(5
)


(12
)


(12
)


(62
)Interest Expense


11,812



5,988



20,353



12,720Debt Retirement Expenses






2,379







2,379Depreciation and Amortization


13,734



13,488



27,274



26,134Taxes


(1,707
)


2,071



(5,211
)


3,446Adjustments from Discontinued Operations:Interest Income






(13
)






(32
)Taxes


170



158



170



165EBITDA from Continuing Operations


20,238



27,278



33,350



50,284EBITDA from Discontinued Operations


(2
)


436



(2
)


436Consolidated EBITDA

$
20,236


$
27,714


$
33,348


$
50,720EBITDA from Continuing Operations by Segment:Transportation Net (Loss) Income

$
(13,153
)

$
(3,448
)

$
(21,267
)

$
(4,458
)Interest Income


(5
)


(10
)


(11
)


(58
)Interest Expense


11,802



5,988



20,333



12,720Debt Retirment Expenses






2,379



−



2,379Depreciation and Amortization


12,419



12,232



24,554



24,139Taxes


(1,707
)


2,071



(5,232
)


3,446Transportation EBITDA

$
9,356


$
19,212


$
18,377


$
38,168Manufacturing Net Income

$
10,596


$
6,807


$
14,748


$
10,314Depreciation and Amortization


885



694



1,751



1,348Total Manufacturing EBITDA


11,481



7,501



16,499



11,662Intersegment Profit






(87
)


−



(234
)External Manufacturing EBITDA

$
11,481


$
7,414


$
16,499


$
11,428    32




---



##### Table of Contents



Outlook
    year-over-year.
           33




---



##### Table of Contents



Transportation:
   34




---



##### Table of Contents



35




---



##### Table of Contents



36




---



##### Table of Contents



37




---



##### Table of Contents



Manufacturing:
       38




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  AMERICAN
    COMMERCIAL LINES INC. OPERATING RESULTS BY BUSINESS SEGMENT
    Quarter Ended June 30, 2009 as compared with Quarter Ended
    June 30, 2008
  % of ConsolidatedRevenueQuarter Ended June 30,





1st Quarter2009


2008


Variance


2009


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

$
153,815


$
227,085


$
(73,270
)


68.4
%


70.4
%Manufacturing (external and internal)


78,987



96,104



(17,117
)


35.2
%


29.8
%Intersegment manufacturing elimination


(8,071
)


(495
)


(7,576
)


(3.6
)%


(0.2
)%Consolidated Revenue


224,731



322,694



(97,963
)


100.0
%


100.0
%OPERATING EXPENSETransportation and Services


158,052



220,257



(62,205
)Manufacturing (external and internal)


68,443



89,339



(20,896
)Intersegment manufacturing elimination


(8,071
)


(408
)


(7,663
)Consolidated Operating Expense


218,424



309,188



(90,764
)


97.2
%


95.8
%OPERATING (LOSS) INCOMETransportation and Services


(4,237
)


6,828



(11,065
)Manufacturing (external and internal)


10,544



6,765



3,779Intersegment manufacturing elimination






(87
)


87Consolidated Operating (Loss) Income


6,307



13,506



(7,199
)


2.8
%


4.2
%Interest Expense


11,812



5,988



5,824Debt Retirement Expenses






2,379



(2,379
)Other Expense (Income)


(202
)


(296
)


94(Loss) Income Before Income Taxes


(5,303
)


5,435



(10,738
)Income Taxes (Benefit)


(1,707
)


2,071



(3,778
)Discontinued Operations


(172
)


291



(463
)Net (Loss) Income

$
(3,768
)

$
3,655


$
(7,423
)Domestic Barges Operated (average of period beginning and end)


2,571



2,743



(172
)Revenue per Barge Operated (Actual)

$
56,702


$
79,179


$
(22,477
)   Three
    months ended June 30, 2009 comparison to three months ended
    June 30, 2008
  Revenue.
    ton-mile ton-mile
 39




---



##### Table of Contents



quarter-over-quarter
      Operating Expense.
        Operating Income.
    ton-miles,
   40




---



##### Table of Contents



Interest Expense.
  Debt Retirement Expense.
  Income Tax Expense.
  Discontinued Operations, Net of Taxes.
  Net (Loss) Income.
 41




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC. OPERATING RESULTS BY BUSINESS SEGMENT
    Six Months Ended June 30, 2009 as compared with Six Months
    Ended June 30, 2008
  % of ConsolidatedRevenueSix Months Ended June 30,





Six Months2009


2008


Variance


2009


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

$
315,390


$
433,539


$
(118,149
)


74.8
%


73.1
%Manufacturing (external and internal)


115,855



160,657



(44,802
)


27.5
%


27.1
%Intersegment manufacturing elimination


(9,705
)


(986
)


(8,719
)


(2.3
)%


(0.2
)%Consolidated Revenue


421,540



593,210



(171,670
)


100.0
%


100.0
%OPERATING EXPENSETransportation and Services


324,453



420,480



(96,027
)Manufacturing (external and internal)


101,185



150,416



(49,231
)Intersegment manufacturing elimination


(9,705
)


(752
)


(8,953
)Consolidated Operating Expense


415,933



570,144



(154,211
)


98.7
%


96.1
%OPERATING (LOSS) INCOMETransportation and Services


(9,063
)


13,059



(22,122
)Manufacturing (external and internal)


14,670



10,241



4,429Intersegment manufacturing elimination






(234
)


234Consolidated Operating (Loss) Income


5,607



23,066



(17,459
)


1.3
%


3.9
%Interest Expense


20,353



12,720



7,633Debt Retirement Expenses






2,379



(2,379
)Other Expense (Income)


(481
)


(1,146
)


665(Loss) Income Before Income Taxes


(14,265
)


9,113



(23,378
)Income Taxes (Benefit)


(5,211
)


3,446



(8,657
)Discontinued Operations


(172
)


303



(475
)Net (Loss) Income

$
(9,226
)

$
5,970


$
(15,196
)Domestic Barges Operated (average of period beginning and end)


2,600



2,775



(175
)Revenue per Barge Operated (Actual)

$
115,872


$
152,075


$
(36,203
)   Six
    months ended June 30, 2009 comparison to six months ended
    June 30, 2008
  Revenue.
    ton-mile ton-mile
 42




---



##### Table of Contents



Operating Expense.
        Operating Income.
    ton-miles,
 43




---



##### Table of Contents



Interest Expense.
  Debt Retirement Expense.
  Income Tax Expense.
  Discontinued Operations, Net of Taxes.
  Net (Loss) Income.
  LIQUIDITY
    AND CAPITAL RESOURCES
         44




---



##### Table of Contents



1 2
     45




---



##### Table of Contents



Our
    Indebtedness
      Net
    Cash, Capital Expenditures and Cash Flow
     46




---



##### Table of Contents



CHANGES
    IN ACCOUNTING STANDARDS
    Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans, and amendment of FASB Statements No
    87, 88, 106, and 132 (R)
 47




---



##### Table of Contents



48




---



##### Table of Contents



tm
  Form 10-K,
  CRITICAL
    ACCOUNTING POLICIES
  percentage-of-completion
  Form 10-K,
 49




---



##### Table of Contents



Form 10-Q Regulation S-X.
  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    Fuel
    Price Risk
    Interest
    Rate and Other Risks
   50




---



##### Table of Contents



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
    and Other Litigation.
    Collision Incident, Mile Marker 97 of the Mississippi
    River. No. 08-4012,
 51




---



##### Table of Contents



No. 08-4007, No. 09-cv-04494
    08-4156,
     52




---



##### Table of Contents



Barge Cleaning Facilities, Port Arthur,
    Texas.
  Bulk Terminals Site, Louisville,
    Kentucky.
  Pulvair Site Group, Tennessee.
  SEC
    Inquiry
  e-mail Form 8-K e-mail.
  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 Global demand for
    many of the products that are currently shipped by barge may be
    significantly diminished by a prolonged recession. Such loss of
    demand could severely impact our revenues, costs and financial
    condition, as it may lead to an oversupply of barges reducing
    the rates we are 53




---



##### Table of Contents



able to charge for our services. Such loss of demand could also
    result in tow-size, positioning inefficiencies and negatively
    impact revenue price/mix/volume as occurred in the six months
    ended June 30, 2009.  
    Credit availability to our customers and
    suppliers We believe that many of our customers
    and suppliers, particularly customers of our manufacturing
    segment, rely on liquidity from operative global credit markets.
    If the markets remain illiquid or available pricing increases
    dramatically, demand for our products and services may be
    constricted, necessary services may cost more or even be
    unavailable to us and we may not be able to enforce contracts or
    collect on outstanding invoices.
    Planning risk Our ability to plan and
    forecast operating results and capital needs is lessened which
    could lead to lower operating efficiency.
    Market risk We have significant costs
    associated with our pension plan, the cost of which is dependent
    on many factors including the return on plan assets. Plan assets
    declined significantly in 2008. Further declines in plan assets
    could increase required expense provisions and contributions
    under the plan. See Note 7 to the condensed consolidated
    financial statements in the Companys
    Form 10-Q
    for the quarter and six month periods ended June 30, 2009,
    for disclosures related to our employee benefit plans.  Freight
    transportation rates for the Inland Waterways fluctuate from
    time to time and may decrease.
  season-to-season year-to-year. quarter-to-quarter year-to-year. year-to-year
  An
    oversupply of barging capacity may lead to reductions in freight
    rates.
    Yields
    from North American and worldwide grain harvests could
    materially affect demand for our barging services.
   54




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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.
    Higher
    fuel prices, if not recouped from our customers, could
    dramatically increase operating expenses and adversely affect
    profitability.
  quarter-over-quarter year-over-year
  Our
    operating margins are impacted by certain low margin Legacy
    Contracts and by spot rate market volatility for grain volume
    and pricing.
   55




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quarter-to-quarter year-to-year.
  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.
   56




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The
    aging infrastructure on the Inland Waterways may lead to
    increased costs and disruptions in our operations.
    The
    inland barge transportation industry is highly competitive;
    increased competition could adversely affect us.
    Global
    trade agreements, tariffs and subsidies could decrease the
    demand for imported and exported goods, adversely affecting the
    flow of import and export tonnage through the Port of New
    Orleans and 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.
   57




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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.
  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.
   58




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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.
    Our
    aging fleet of dry cargo barges may lead to increased costs and
    disruptions in 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.
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Our
    cash flows and borrowing facilities may not be adequate for our
    additional capital needs and our future cash flow and capital
    resources may not be sufficient for payments of interest and
    principal of our substantial indebtedness.
    A
    significant portion of our borrowings are tied to floating
    interest rates which may expose us to higher interest payments
    should interest rates increase substantially.
    We
    face the risk of breaching covenants in 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.
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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.
    Our
    transportation division employees are covered by federal
    maritime laws that may subject us to job-related claims in
    addition to those provided by state laws.
    We
    have experienced work stoppages by union employees in the past,
    and future work stoppages may disrupt our services and adversely
    affect our operations.
    The
    loss of key personnel, including highly skilled and licensed
    vessel personnel, could adversely affect our
    business.
    Failure
    to comply with environmental, health and safety regulations
    could result in substantial penalties and changes to our
    operations.
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200-mile
  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.
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ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS    Maximum Number(or ApproximateTotal Number of


Dollar Value) ofShares (or Units)


Shares (or Units) thatTotal Number of


Average Price Paid


Purchased as Part of


May Yet BeShares (or Units)


per Share (or Unit)


Publicly Announced


Purchased Under thePeriod

Purchased(1)


(2)


Plans or Programs


Plans or ProgramsApril 1 to 30, 2009


591


$
13.03



N/A



N/AMay 1 to 31, 2009










N/A



N/AJune 1 to 30, 2009


617


$
16.06



N/A



N/ATotal


1,208


$
14.58



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    
    Elected seven directors to serve until the next Annual Meeting
    of Shareholders and until their respective successors are duly
    elected and qualified.
    Approved the proposal to effect a reverse stock split of the
    Companys common stock at the reverse split ratio of
    between
    1-for-3 and
    1-for-10.
    Ratified the appointment of Ernst & Young LLP as our
    independent registered public accounting firm for the fiscal
    year ended December 31, 2009.  For


Against


WithholdClayton K.Yeutter


28,798,727



10,456,818



Eugene I. Davis


28,305,444



10,950,101



Michael P. Ryan


38,897,202



358,343



Richard L. Huber


38,881,251



374,294



Nils E. Larsen


37,569,294



1,686,251



Emmanuel L. Rouvelas


38,683,286



572,259



R. Christopher Weber


38,682,190



573,355



   BrokerFor


Against


Abstain


Non-VotesApproval to effect a reverse stock split of the Companys
    common stock at a reverse split ratio of between
    1-for-3 and
    1-for 10


25,763,587



13,473,796



18,159



Ratification of Independent Registered Public Accounting Firm


38,714,512



534,754



6,279



  63




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##### Table of Contents



ITEM 5.
    OTHER
    INFORMATION    ITEM 6.
    EXHIBITS.  ExhibitNo.

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).10
.1

2009 Annual Incentive Plan (Incorporated by reference from the
    Current Report on
    Form 8-K
    filed by the Company on April 3, 2009).10
.2

Form of Non-Qualified Stock Option Agreement for Executives
    (Incorporated by reference from the Current Report on
    Form 8-K
    filed by the Company on April 3, 2009).10
.3

Form of Restricted Stock Unit Agreement (Incorporated by
    reference from the Current Report on
    Form 8-K
    filed by the Company on April 3, 2009).10
.4

Form of Performance Based Restricted Stock Unit Agreement
    (Incorporated by reference from the Current Report on
    Form 8-K
    filed by the Company on April 3, 2009).10
.5*

Confidential Severance Agreement and Release, dated as of
    June 30, 2009, between American Commercial Lines Inc. and
    W.N. Whitlock.10
.6*

Consulting Agreement, dated as of June 30, 2009, between
    American Commercial Lines Inc. and W.N. Whitlock.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 herewith. 64




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SIGNATURES      By:
    /s/  Michael
    P. Ryan     By:
    /s/  Thomas
    R. Pilholski  
   65




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.

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).10
.1

2009 Annual Incentive Plan (Incorporated by reference from the
    Current Report on
    Form 8-K
    filed by the Company on April 3, 2009).10
.2

Form of Non-Qualified Stock Option Agreement for Executives
    (Incorporated by reference from the Current Report on
    Form 8-K
    filed by the Company on April 3, 2009).10
.3

Form of Restricted Stock Unit Agreement (Incorporated by
    reference from the Current Report on
    Form 8-K
    filed by the Company on April 3, 2009).10
.4

Form of Performance Based Restricted Stock Unit Agreement
    (Incorporated by reference from the Current Report on
    Form 8-K
    filed by the Company on April 3, 2009).10
.5*

Confidential Severance Agreement and Release, dated as of
    June 30, 2009, between American Commercial Lines Inc. and
    W.N. Whitlock.10
.6*

Consulting Agreement, dated as of June 30, 2009, between
    American Commercial Lines Inc. and W.N. Whitlock.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+
    
    Management contract or compensatory plan or arrangement 66