##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 333-124454-13
 AMERICAN BARGE LINE COMPANY
 (Exact name of registrant as specified in its charter)
 Delaware
    
    (ACL LOGO)
    
    75-3177794(State or Other Jurisdiction of
    
    
    
    (I.R.S. EmployerIncorporation or Organization)
    
    
    
    Identification No.)1701 East Market Street
    
    
    
    47130Jeffersonville, Indiana
    
    
    
    (Zip Code)(Address of Principal Executive Offices)
 (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)
 o þ
  o o þ
 o þ
 þ o




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##### 



AMERICAN BARGE LINE COMPANY
 QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006
 TABLE OF CONTENTS
 PagePART I FINANCIAL INFORMATIONItem 1:
    
    Financial Statements (unaudited)Condensed Consolidated Statements of Operations
    
    
    3Condensed Consolidated Statements of Financial Position
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2:
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    26Item 3:
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    50Item 4:
    
    Controls and Procedures
    
    
    51PART II OTHER INFORMATIONItem 1:
    
    Legal Proceedings
    
    
    51Item 1A:
    
    Risk Factors
    
    
    54Item 2:
    
    Unregistered Sales of Securities and Use of Proceeds
    
    
    62Item 3:
    
    Defaults on Senior Securities
    
    
    62Item 4:
    
    Submission of Matters to a Vote of Security Holders
    
    
    63Item 6:
    
    Exhibits
    
    
    63Signatures
    
    
    
    
    64Certification of Chief Executive OfficerCertification of Chief Financial Officer1350 Certification of Chief Executive Officer1350 Certification of Chief Financial Officer
  2




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AMERICAN BARGE LINE COMPANY
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Quarter Ended June 30,
    
    
    Six Months Ended June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(Unaudited)
    
    
    (Unaudited)(In thousands, except shares and per share amounts)REVENUE
    
    $
    218,447
    
    
    $
    182,385
    
    
    $
    416,630
    
    
    $
    327,793OPERATING EXPENSEMaterials, Supplies and Other
    
    
    73,609
    
    
    
    73,943
    
    
    
    139,872
    
    
    
    126,574Rent
    
    
    5,738
    
    
    
    5,358
    
    
    
    11,324
    
    
    
    10,475Labor and Fringe Benefits
    
    
    35,753
    
    
    
    31,786
    
    
    
    70,364
    
    
    
    63,985Fuel
    
    
    38,655
    
    
    
    29,632
    
    
    
    76,319
    
    
    
    56,177Depreciation and Amortization
    
    
    12,358
    
    
    
    12,205
    
    
    
    24,375
    
    
    
    24,464Fuel User Tax
    
    
    4,219
    
    
    
    4,508
    
    
    
    8,756
    
    
    
    8,925Selling, General & Administrative
    
    
    16,055
    
    
    
    13,417
    
    
    
    32,290
    
    
    
    25,786Total Operating Expenses
    
    
    186,387
    
    
    
    170,849
    
    
    
    363,300
    
    
    
    316,386OPERATING INCOME
    
    
    32,060
    
    
    
    11,536
    
    
    
    53,330
    
    
    
    11,407OTHER EXPENSE (INCOME)Interest Expense
    
    
    4,982
    
    
    
    7,392
    
    
    
    9,758
    
    
    
    17,754Other, Net
    
    
    (949
    )
    
    
    (4,471
    )
    
    
    (2,574
    )
    
    
    (5,889
    )Total Other Expenses
    
    
    4,033
    
    
    
    2,921
    
    
    
    7,184
    
    
    
    11,865INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES
    
    
    28,027
    
    
    
    8,615
    
    
    
    46,146
    
    
    
    (458
    )INCOME TAXES
    
    
    10,284
    
    
    
    2,700
    
    
    
    17,169
    
    
    
    228INCOME (LOSS) FROM CONTINUING OPERATIONS
    
    
    17,743
    
    
    
    5,915
    
    
    
    28,977
    
    
    
    (686
    )DISCONTINUED
OPERATIONS, Net of Tax (See Note 8)
    
    
    (39
    )
    
    
    118
    
    
    
    (125
    )
    
    
    391NET INCOME (LOSS)
    
    $
    17,704
    
    
    $
    6,033
    
    
    $
    28,852
    
    
    $
    (295
    )
  3




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AMERICAN BARGE LINE COMPANY
 
 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
 June 30,
    
    
    December 31,2006
    
    
    2005(Unaudited)(In thousands, except shares and per share amounts)ASSETSCURRENT ASSETSCash and Cash Equivalents
    
    $
    11,808
    
    
    $
    13,959Accounts Receivable, Net
    
    
    106,700
    
    
    
    96,526Inventory
    
    
    65,891
    
    
    
    44,976Deferred Tax Asset
    
    
    2,918
    
    
    
    4,644Other Current Assets
    
    
    28,057
    
    
    
    16,787Total Current Assets
    
    
    215,374
    
    
    
    176,892PROPERTIES-NET
    
    
    446,702
    
    
    
    425,741INVESTMENT IN EQUITY INVESTEES
    
    
    5,279
    
    
    
    5,532OTHER ASSETS
    
    
    14,479
    
    
    
    15,119Total Assets
    
    $
    681,834
    
    
    $
    623,284LIABILITIESCURRENT LIABILITIESAccounts Payable
    
    $
    32,168
    
    
    $
    47,517Accrued Payroll and Fringe Benefits
    
    
    20,705
    
    
    
    22,303Deferred Revenue
    
    
    22,331
    
    
    
    16,631Accrued Claims and Insurance Premiums
    
    
    11,916
    
    
    
    13,361Accrued Interest
    
    
    5,204
    
    
    
    5,179Customer Deposits
    
    
    11,562
    
    
    
    1,147Other Liabilities
    
    
    32,637
    
    
    
    24,550Total Current Liabilities
    
    
    136,523
    
    
    
    130,688LONG TERM DEBT
    
    
    214,800
    
    
    
    200,000PENSION LIABILITY
    
    
    19,250
    
    
    
    17,867DEFERRED TAX LIABILITY
    
    
    9,813
    
    
    
    4,644OTHER LONG TERM LIABILITIES
    
    
    15,429
    
    
    
    16,384Total Liabilities
    
    
    395,815
    
    
    
    369,583STOCKHOLDERS EQUITYCommon stock; authorized 1,000 shares at $.01 par value;
10 shares issued and outstanding in 2006
    
    
    
    
    
    
    Other Capital
    
    
    251,208
    
    
    
    247,742Retained Earnings
    
    
    40,665
    
    
    
    11,813Accumulated Other Comprehensive Loss
    
    
    (5,854
    )
    
    
    (5,854
    )Total Stockholders Equity
    
    
    286,019
    
    
    
    253,701Total Liabilities and Stockholders Equity
    
    $
    681,834
    
    
    $
    623,284
  4




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AMERICAN BARGE LINE COMPANY
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six Months Ended June 30,2006
    
    
    2005(Unaudited)(In thousands)OPERATING ACTIVITIESIncome (Loss) from Continuing Operations
    
    $
    28,977
    
    
    $
    (686
    )Adjustments to Reconcile Income (Loss) from Continuing Operations to Net
Cash Provided by Operating Activities:Depreciation and Amortization
    
    
    24,375
    
    
    
    24,464Debt Issuance Cost Amortization
    
    
    562
    
    
    
    2,335Loss (Gain) on Property Dispositions
    
    
    46
    
    
    
    (4,432
    )Other
    
    
    9,883
    
    
    
    (1,922
    )Changes in Operating Assets and Liabilities:Accounts Receivable
    
    
    (10,175
    )
    
    
    (8,902
    )Inventory
    
    
    (20,355
    )
    
    
    (14,119
    )Accrued Interest
    
    
    25
    
    
    
    7,157Other Current Assets
    
    
    (8,614
    )
    
    
    (247
    )Other Current Liabilities
    
    
    16,602
    
    
    
    21,331Net Cash Provided by Operating Activities before Reorganization Items
    
    
    41,326
    
    
    
    24,979Reorganization Items Paid
    
    
    (325
    )
    
    
    (12,503
    )Net Cash Provided by Continuing Operating Activities
    
    
    41,001
    
    
    
    12,476Net Cash Provided by (Used in) Operating Activities of Discontinued Segment
    
    
    (17
    )
    
    
    429Net Cash Provided by Operating Activities
    
    
    40,984
    
    
    
    12,905INVESTING ACTIVITIESProperty Additions
    
    
    (46,317
    )
    
    
    (11,485
    )Proceeds from Property Dispositions
    
    
    170
    
    
    
    13,366Net Change in Restricted Cash
    
    
    
    
    
    
    (270
    )Investment in Vessel Leasing LLC
    
    
    
    
    
    
    (2,500
    )Other
    
    
    (1,184
    )
    
    
    (2,036
    )Net Cash Used in Investing Activities
    
    
    (47,331
    )
    
    
    (2,925
    )FINANCING ACTIVITIESLong Term Debt Repayments
    
    
    
    
    
    
    (402,489
    )Revolving Credit Facility Borrowings
    
    
    15,300
    
    
    
    170,7102015 Senior Note Borrowings (Repayments)
    
    
    (500
    )
    
    
    200,000Outstanding Checks
    
    
    (10,873
    )
    
    
    (4,577
    )Debt Costs
    
    
    (13
    )
    
    
    (12,937
    )Tax Benefit of Share-Based Compensation
    
    
    3,305
    
    
    
    Acquisition of Treasury Stock
    
    
    (3,018
    )
    
    
    Other
    
    
    (5
    )
    
    
    (618
    )Net Cash Provided by (Used in) Financing Activities
    
    
    4,196
    
    
    
    (49,911
    )Net Decrease in Cash and Cash Equivalents
    
    
    (2,151
    )
    
    
    (39,931
    )Cash and Cash Equivalents at Beginning of Period
    
    
    13,959
    
    
    
    46,645Cash and Cash Equivalents at End of Period
    
    $
    11,808
    
    
    $
    6,714
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AMERICAN BARGE LINE COMPANY
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (Dollars in thousands, except as otherwise indicated)
 Note 1. Reporting entity
       6




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AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands, except shares and per share amounts)
  Note 2. Acquisition and Merger of Vessel Leasing
  Note 3. Debt
 June 30,
    
    
    December 31,2006
    
    
    2005Asset based revolver
    
    $
    85,300
    
    
    $
    70,0002015 Senior Notes
    
    
    129,500
    
    
    
    130,000Long term debt
    
    $
    214,800
    
    
    $
    200,000
    7




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AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands)
  Note 4. Inventory
  June 30,
    
    December 31,2006
    
    2005Raw Materials
    
    
    $
    12,654
    
    
    
    $
    9,754Work in Process
    
    
    
    29,298
    
    
    
    
    13,913Parts and Supplies
    
    
    
    23,939
    
    
    
    
    21,309$
    65,891
    
    
    
    $
    44,976
 Note 5. Taxes
    Note 6. Employee Benefit Plans
  Quarters Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2006
    
    2005
    
    2006
    
    2005Pension
    
    PensionService cost
    
    
    $
    1,251
    
    
    
    $
    1,170
    
    
    
    $
    2,502
    
    
    
    $
    2,340Interest cost
    
    
    
    2,143
    
    
    
    
    2,024
    
    
    
    
    4,286
    
    
    
    
    4,048Expected return on plan assets
    
    
    
    (2,739
    )
    
    
    
    (2,518
    )
    
    
    
    (5,478
    )
    
    
    
    (5,036
    )Amortization of unrecognized loss
    
    
    
    40
    
    
    
    
    
    
    
    
    
    80
    
    
    
    
    Net periodic benefit cost
    
    
    $
    695
    
    
    
    $
    676
    
    
    
    $
    1,390
    
    
    
    $
    1,352
 8




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AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands)
 Quarters Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Post-Retirement
    
    
    Post-RetirementService cost
    
    $
    80
    
    
    $
    87
    
    
    $
    160
    
    
    $
    174Interest cost
    
    
    161
    
    
    
    162
    
    
    
    322
    
    
    
    324Net periodic benefit cost
    
    $
    241
    
    
    $
    249
    
    
    $
    482
    
    
    $
    498
 Note 7. Business Segments
    9




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AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands)
 OPERATING RESULTS BY BUSINESS SEGMENT
 Reportable SegmentsAll Other
    
    IntersegmentTransportation
    
    Manufacturing
    
    Segments(1)
    
    Elimination
    
    TotalQuarter ended June 30, 2006Total Revenue
    
    $
    188,473
    
    
    $
    48,142
    
    
    $
    2,207
    
    
    $
    (20,375
    )
    
    $
    218,447Intersegment Revenue
    
    
    197
    
    
    
    20,141
    
    
    
    37
    
    
    
    (20,375
    )
    
    
    Revenue from external customers
    
    
    188,276
    
    
    
    28,001
    
    
    
    2,170
    
    
    
    
    
    
    
    218,447Operating ExpenseMaterials, Supplies and Other
    
    
    61,440
    
    
    
    11,521
    
    
    
    648
    
    
    
    
    
    
    
    73,609Rent
    
    
    5,515
    
    
    
    175
    
    
    
    48
    
    
    
    
    
    
    
    5,738Labor and Fringe Benefits
    
    
    22,331
    
    
    
    12,911
    
    
    
    511
    
    
    
    
    
    
    
    35,753Fuel
    
    
    38,647
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    38,655Depreciation and Amortization
    
    
    11,538
    
    
    
    460
    
    
    
    360
    
    
    
    
    
    
    
    12,358Fuel User Tax
    
    
    4,120
    
    
    
    46
    
    
    
    53
    
    
    
    
    
    
    
    4,219Selling, General & Administrative
    
    
    14,372
    
    
    
    1,451
    
    
    
    232
    
    
    
    
    
    
    
    16,055Total Operating Expenses
    
    
    157,963
    
    
    
    26,564
    
    
    
    1,860
    
    
    
    
    
    
    
    186,387Operating Income
    
    $
    30,313
    
    
    $
    1,437
    
    
    $
    310
    
    
    $
    
    
    
    $
    32,060Quarter ended June 30, 2005Total Revenue
    
    $
    147,762
    
    
    $
    34,612
    
    
    $
    2,930
    
    
    $
    (2,919
    )
    
    $
    182,385Intersegment Revenue
    
    
    243
    
    
    
    2,663
    
    
    
    13
    
    
    
    (2,919
    )
    
    
    Revenue from external customers
    
    
    147,519
    
    
    
    31,949
    
    
    
    2,917
    
    
    
    
    
    
    
    182,385Operating ExpenseMaterials, Supplies and Other
    
    
    54,511
    
    
    
    18,654
    
    
    
    778
    
    
    
    
    
    
    
    73,943Rent
    
    
    5,136
    
    
    
    113
    
    
    
    109
    
    
    
    
    
    
    
    5,358Labor and Fringe Benefits
    
    
    21,351
    
    
    
    9,959
    
    
    
    476
    
    
    
    
    
    
    
    31,786Fuel
    
    
    29,625
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    29,632Depreciation and Amortization
    
    
    11,420
    
    
    
    443
    
    
    
    342
    
    
    
    
    
    
    
    12,205Fuel User Tax
    
    
    4,373
    
    
    
    77
    
    
    
    58
    
    
    
    
    
    
    
    4,508Selling, General & Administrative
    
    
    12,534
    
    
    
    679
    
    
    
    204
    
    
    
    
    
    
    
    13,417Total Operating Expenses
    
    
    138,950
    
    
    
    29,925
    
    
    
    1,974
    
    
    
    
    
    
    
    170,849Operating Income (Loss)
    
    $
    8,569
    
    
    $
    2,024
    
    
    $
    943
    
    
    $
    
    
    
    $
    11,536
 
 (1)
    
    Financial data for segments below the reporting thresholds is attributable to a segment
operating terminals along the U.S. inland waterways and in Venezuela. 10




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AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands)
 OPERATING RESULTS BY BUSINESS SEGMENT
 Reportable SegmentsAll Other
    
    IntersegmentTransportation
    
    Manufacturing
    
    Segments(1)
    
    Elimination
    
    TotalSix Months ended June 30, 2006Total Revenue
    
    $
    358,886
    
    
    $
    98,661
    
    
    $
    4,400
    
    
    $
    (45,317
    )
    
    $
    416,630Intersegment Revenue
    
    
    348
    
    
    
    44,932
    
    
    
    37
    
    
    
    (45,317
    )
    
    
    Revenue from external customers
    
    
    358,538
    
    
    
    53,729
    
    
    
    4,363
    
    
    
    
    
    
    
    416,630Operating ExpenseMaterials, Supplies and Other
    
    
    118,010
    
    
    
    20,435
    
    
    
    1,427
    
    
    
    
    
    
    
    139,872Rent
    
    
    10,924
    
    
    
    288
    
    
    
    112
    
    
    
    
    
    
    
    11,324Labor and Fringe Benefits
    
    
    43,862
    
    
    
    25,427
    
    
    
    1,075
    
    
    
    
    
    
    
    70,364Fuel
    
    
    76,310
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    76,319Depreciation and Amortization
    
    
    22,761
    
    
    
    899
    
    
    
    715
    
    
    
    
    
    
    
    24,375Fuel User Tax
    
    
    8,545
    
    
    
    104
    
    
    
    107
    
    
    
    
    
    
    
    8,756Selling, General & Administrative
    
    
    29,080
    
    
    
    2,768
    
    
    
    442
    
    
    
    
    
    
    
    32,290Total Operating Expenses
    
    
    309,492
    
    
    
    49,921
    
    
    
    3,887
    
    
    
    
    
    
    
    363,300Operating Income (Loss)
    
    $
    49,046
    
    
    $
    3,808
    
    
    $
    476
    
    
    $
    
    
    
    $
    53,330Six Months ended June 30, 2005Total Revenue
    
    $
    277,116
    
    
    $
    50,901
    
    
    $
    4,985
    
    
    $
    (5,209
    )
    
    $
    327,793Intersegment Revenue
    
    
    369
    
    
    
    4,827
    
    
    
    13
    
    
    
    (5,209
    )
    
    
    Revenue from external customers
    
    
    276,747
    
    
    
    46,074
    
    
    
    4,972
    
    
    
    
    
    
    
    327,793Operating ExpenseMaterials, Supplies and Other
    
    
    102,822
    
    
    
    22,361
    
    
    
    1,391
    
    
    
    
    
    
    
    126,574Rent
    
    
    10,131
    
    
    
    173
    
    
    
    171
    
    
    
    
    
    
    
    10,475Labor and Fringe Benefits
    
    
    43,449
    
    
    
    19,522
    
    
    
    1,014
    
    
    
    
    
    
    
    63,985Fuel
    
    
    56,166
    
    
    
    
    
    
    
    11
    
    
    
    
    
    
    
    56,177Depreciation and Amortization
    
    
    22,898
    
    
    
    881
    
    
    
    685
    
    
    
    
    
    
    
    24,464Fuel User Tax
    
    
    8,632
    
    
    
    175
    
    
    
    118
    
    
    
    
    
    
    
    8,925Selling, General & Administrative
    
    
    24,105
    
    
    
    1,267
    
    
    
    414
    
    
    
    
    
    
    
    25,786Total Operating Expenses
    
    
    268,203
    
    
    
    44,379
    
    
    
    3,804
    
    
    
    
    
    
    
    316,386Operating Income (Loss)
    
    $
    8,544
    
    
    $
    1,695
    
    
    $
    1,168
    
    
    $
    
    
    
    $
    11,407
 
 (1)
    
    Financial data for segments below the reporting thresholds is attributable to a
segment operating terminals along the U.S. inland waterways and in Venezuela. 11




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##### Table of Contents



AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands)
 Note 8. Discontinued Operation
  Quarters Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005DISCONTINUED OPERATIONSRevenue
    
    $
    158
    
    
    $
    601
    
    
    $
    334
    
    
    $
    1,515(Loss) income from discontinued operations before income taxes
    
    $
    (29
    )
    
    $
    185
    
    
    $
    (115
    )
    
    $
    564Income tax
    
    
    10
    
    
    
    67
    
    
    
    10
    
    
    
    173(Loss) Income from discontinued operations
    
    $
    (39
    )
    
    $
    118
    
    
    $
    (125
    )
    
    $
    391
 Note 9. Contingencies
  12




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##### Table of Contents



AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands)
 Note 10. Share-based Compensation
     Restricted Shares
 13




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##### Table of Contents



AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands)
   Restricted Stock
    
    SharesNot vested at December 31, 2005
    
    
    596,744Vested during quarter ended March 31, 2006
    
    
    214,272Not vested at March 31, 2006
    
    
    382,472Vested during quarter ended June 30, 2006
    
    
    18,690Not vested at June 30, 2006
    
    
    363,782
 Stock Options
  WeightedAverageExerciseStock Options
    
    Shares
    
    PriceUnder option at December 31, 2005
    
    
    1,105,192
    
    
    $
    4.19Exercisable at December 31, 2005
    
    
    208,000
    
    
    $
    4.16Granted during quarter ended March 31, 2006
    
    
    181,968
    
    
    $
    33.17Forfeited during quarter ended March 31, 2006
    
    
    5,018
    
    
    $
    33.63Under option at March 31, 2006
    
    
    1,282,142
    
    
    $
    8.19Exercisable at March 31, 2006
    
    
    525,701
    
    
    $
    4.68Exercised during the quarter ended June 30, 2006
    
    
    84,054
    
    
    $
    7.42Exercisable at June 30, 2006
    
    
    441,648
    
    
    $
    4.16Under option at June 30, 2006
    
    
    1,198,088
    
    
    $
    8.24Shares available for future grants at June 30, 2006
    
    
    912,603
  14




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##### Table of Contents



AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands)
  Restricted Stock Units
  Restricted Stock Units
    
    SharesOutstanding at beginning of 2006
    
    
    Granted during quarter ended March 31, 2006
    
    
    208,660Forfeited during quarter ended March 31, 2006
    
    
    2,320Not vested at March 31, 2006
    
    
    206,340Forfeited during quarter ended June 30, 2006
    
    
    3,095Not vested at June 30, 2006
    
    
    203,245
 15




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##### Table of Contents



AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands)
 Performance Share Units
  Performance Share Units
    
    SharesOutstanding at beginning of 2006
    
    
    Granted during quarter ended March 31, 2006
    
    
    41,074Forfeited during quarter ended March 31, 2006
    
    
    1,338Not vested at March 31, 2006
    
    
    39,736Vested during quarter ended June 30, 2006
    
    
    2,478Not vested at June 30, 2006
    
    
    37,258
 16




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##### Table of Contents



AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands)
 Note 11. Debtor Guarantor Financial Statements
    17




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##### Table of Contents



AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
Combining Statement of Operations for the Quarter Ended June 30, 2006
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedParent
    
    
    Guarantor
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsREVENUE
    
    $
    
    
    
    $
    
    
    
    $
    13,613
    
    
    $
    212,730
    
    
    $
    5,824
    
    
    $
    (13,720
    )
    
    $
    218,447OPERATING EXPENSEMaterials, Supplies and Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,067
    
    
    
    1,624
    
    
    
    (82
    )
    
    
    73,609Rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,053
    
    
    
    323
    
    
    
    (13,638
    )
    
    
    5,738Labor and Fringe Benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,606
    
    
    
    1,147
    
    
    
    
    
    
    
    35,753Fuel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,511
    
    
    
    144
    
    
    
    
    
    
    
    38,655Depreciation and Amortization
    
    
    
    
    
    
    
    
    
    
    9,461
    
    
    
    2,429
    
    
    
    468
    
    
    
    
    
    
    
    12,358Fuel User Tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,219
    
    
    
    
    
    
    
    
    
    
    
    4,219Selling, General & Administrative
    
    
    
    
    
    
    68
    
    
    
    71
    
    
    
    15,170
    
    
    
    746
    
    
    
    
    
    
    
    16,055Total Operating Expenses
    
    
    
    
    
    
    68
    
    
    
    9,532
    
    
    
    186,055
    
    
    
    4,452
    
    
    
    (13,720
    )
    
    
    186,387OPERATING (LOSS) INCOME
    
    
    
    
    
    
    (68
    )
    
    
    4,081
    
    
    
    26,675
    
    
    
    1,372
    
    
    
    
    
    
    
    32,060OTHER EXPENSE (INCOME)Interest Expense
    
    
    
    
    
    
    
    
    
    
    4,970
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    4,982Other, Net
    
    
    (17,704
    )
    
    
    (27,681
    )
    
    
    (28,570
    )
    
    
    (1,934
    )
    
    
    224
    
    
    
    74,716
    
    
    
    (949
    )(17,704
    )
    
    
    (27,681
    )
    
    
    (23,600
    )
    
    
    (1,922
    )
    
    
    224
    
    
    
    74,716
    
    
    
    4,033INCOME BEFORE INCOME TAXES
    
    
    17,704
    
    
    
    27,613
    
    
    
    27,681
    
    
    
    28,597
    
    
    
    1,148
    
    
    
    (74,716
    )
    
    
    28,027INCOME TAXES
    
    
    
    
    
    
    9,909
    
    
    
    
    
    
    
    32
    
    
    
    343
    
    
    
    
    
    
    
    10,284INCOME
FROM CONTINUING 
OPERATIONS
    
    
    17,704
    
    
    
    17,704
    
    
    
    27,681
    
    
    
    28,565
    
    
    
    805
    
    
    
    (74,716
    )
    
    
    17,743DISCONTINUED OPERATIONS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39
    )
    
    
    
    
    
    
    (39
    )NET INCOME
    
    $
    17,704
    
    
    $
    17,704
    
    
    $
    27,681
    
    
    $
    28,565
    
    
    $
    766
    
    
    $
    (74,716
    )
    
    $
    17,704
 18




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##### Table of Contents



AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
Combining Statement of Operations for the Quarter Ended June 30, 2005
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedParent
    
    
    Guarantor
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsREVENUE
    
    $
    
    
    
    $
    
    
    
    $
    8,131
    
    
    $
    177,567
    
    
    $
    6,186
    
    
    $
    (9,499
    )
    
    $
    182,385OPERATING EXPENSEMaterials, Supplies and Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,453
    
    
    
    1,781
    
    
    
    (291
    )
    
    
    73,943Rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,177
    
    
    
    389
    
    
    
    (9,208
    )
    
    
    5,358Labor and Fringe Benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,866
    
    
    
    920
    
    
    
    
    
    
    
    31,786Fuel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,493
    
    
    
    139
    
    
    
    
    
    
    
    29,632Depreciation and Amortization
    
    
    
    
    
    
    
    
    
    
    8,913
    
    
    
    2,405
    
    
    
    887
    
    
    
    
    
    
    
    12,205Fuel User Tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,508
    
    
    
    
    
    
    
    
    
    
    
    4,508Selling, General & Administrative
    
    
    
    
    
    
    
    
    
    
    129
    
    
    
    12,457
    
    
    
    831
    
    
    
    
    
    
    
    13,417Total Operating Expenses
    
    
    
    
    
    
    
    
    
    
    9,042
    
    
    
    166,359
    
    
    
    4,947
    
    
    
    (9,499
    )
    
    
    170,849OPERATING (LOSS) INCOME
    
    
    
    
    
    
    
    
    
    
    (911
    )
    
    
    11,208
    
    
    
    1,239
    
    
    
    
    
    
    
    11,536OTHER EXPENSE (INCOME)Interest Expense
    
    
    
    
    
    
    
    
    
    
    6,780
    
    
    
    140
    
    
    
    472
    
    
    
    
    
    
    
    7,392Interest (Income) Expense from Affiliates
    
    
    
    
    
    
    
    
    
    
    (110
    )
    
    
    
    
    
    
    110
    
    
    
    
    
    
    
    Other, Net
    
    
    (6,033
    )
    
    
    (8,820
    )
    
    
    (16,401
    )
    
    
    (1,298
    )
    
    
    (84
    )
    
    
    28,165
    
    
    
    (4,471
    )(6,033
    )
    
    
    (8,820
    )
    
    
    (9,731
    )
    
    
    (1,158
    )
    
    
    498
    
    
    
    28,165
    
    
    
    2,921INCOME BEFORE INCOME TAXES
    
    
    6,033
    
    
    
    8,820
    
    
    
    8,820
    
    
    
    12,366
    
    
    
    741
    
    
    
    (28,165
    )
    
    
    8,615INCOME TAXES (BENEFIT)
    
    
    
    
    
    
    2,787
    
    
    
    
    
    
    
    43
    
    
    
    (130
    )
    
    
    
    
    
    
    2,700INCOME FROM CONTINUING OPERATIONS
    
    
    6,033
    
    
    
    6,033
    
    
    
    8,820
    
    
    
    12,323
    
    
    
    871
    
    
    
    (28,165
    )
    
    
    5,915DISCONTINUED OPERATIONS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    118
    
    
    
    
    
    
    
    118NET INCOME
    
    $
    6,033
    
    
    $
    6,033
    
    
    $
    8,820
    
    
    $
    12,323
    
    
    $
    989
    
    
    $
    (28,165
    )
    
    $
    6,033
 19




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##### Table of Contents



AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
Combining Statement of Operations for the Six Months Ended June 30, 2006
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedParent
    
    
    Guarantor
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsREVENUE
    
    $
    
    
    
    $
    
    
    
    $
    27,227
    
    
    $
    410,467
    
    
    $
    6,532
    
    
    $
    (27,596
    )
    
    $
    416,630OPERATING EXPENSEMaterials, Supplies and Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    136,751
    
    
    
    3,442
    
    
    
    (321
    )
    
    
    139,872Rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,974
    
    
    
    625
    
    
    
    (27,275
    )
    
    
    11,324Labor and Fringe Benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68,086
    
    
    
    2,278
    
    
    
    
    
    
    
    70,364Fuel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,105
    
    
    
    214
    
    
    
    
    
    
    
    76,319Depreciation and Amortization
    
    
    
    
    
    
    
    
    
    
    18,706
    
    
    
    4,734
    
    
    
    935
    
    
    
    
    
    
    
    24,375Fuel User Tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,756
    
    
    
    
    
    
    
    
    
    
    
    8,756Selling, General & Administrative
    
    
    
    
    
    
    136
    
    
    
    239
    
    
    
    31,128
    
    
    
    787
    
    
    
    
    
    
    
    32,290Total Operating Expenses
    
    
    
    
    
    
    136
    
    
    
    18,945
    
    
    
    363,534
    
    
    
    8,281
    
    
    
    (27,596
    )
    
    
    363,300OPERATING (LOSS) INCOME
    
    
    
    
    
    
    (136
    )
    
    
    8,282
    
    
    
    46,933
    
    
    
    (1,749
    )
    
    
    
    
    
    
    53,330OTHER EXPENSE (INCOME)Interest Expense
    
    
    
    
    
    
    
    
    
    
    9,732
    
    
    
    26
    
    
    
    
    
    
    
    
    
    
    
    9,758Other, Net
    
    
    (28,852
    )
    
    
    (46,939
    )
    
    
    (48,389
    )
    
    
    (1,554
    )
    
    
    (463
    )
    
    
    123,623
    
    
    
    (2,574
    )(28,852
    )
    
    
    (46,939
    )
    
    
    (38,657
    )
    
    
    (1,528
    )
    
    
    (463
    )
    
    
    123,623
    
    
    
    7,184INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES
    
    
    28,852
    
    
    
    46,803
    
    
    
    46,939
    
    
    
    48,461
    
    
    
    (1,286
    )
    
    
    (123,623
    )
    
    
    46,146INCOME TAXES (BENEFIT)
    
    
    
    
    
    
    17,951
    
    
    
    
    
    
    
    65
    
    
    
    (847
    )
    
    
    
    
    
    
    17,169INCOME (LOSS) FROM CONTINUING
OPERATIONS
    
    
    28,852
    
    
    
    28,852
    
    
    
    46,939
    
    
    
    48,396
    
    
    
    (439
    )
    
    
    (123,623
    )
    
    
    28,977DISCONTINUED OPERATIONS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (125
    )
    
    
    
    
    
    
    (125
    )NET INCOME (LOSS)
    
    $
    28,852
    
    
    $
    28,852
    
    
    $
    46,939
    
    
    $
    48,396
    
    
    $
    (564
    )
    
    $
    (123,623
    )
    
    $
    28,852
 20




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##### Table of Contents



AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
Combining Statement of Operations for the Six Months Ended June 30, 2005
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedParent
    
    
    Guarantor
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsREVENUE
    
    $
    
    
    
    $
    
    
    
    $
    16,266
    
    
    $
    322,505
    
    
    $
    7,807
    
    
    $
    (18,785
    )
    
    $
    327,793OPERATING EXPENSEMaterials, Supplies and Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123,488
    
    
    
    3,428
    
    
    
    (342
    )
    
    
    126,574Rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,207
    
    
    
    711
    
    
    
    (18,443
    )
    
    
    10,475Labor and Fringe Benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62,131
    
    
    
    1,854
    
    
    
    
    
    
    
    63,985Fuel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,983
    
    
    
    194
    
    
    
    
    
    
    
    56,177Depreciation and Amortization
    
    
    
    
    
    
    
    
    
    
    17,921
    
    
    
    4,763
    
    
    
    1,780
    
    
    
    
    
    
    
    24,464Fuel User Tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,925
    
    
    
    
    
    
    
    
    
    
    
    8,925Selling, General & Administrative
    
    
    
    
    
    
    
    
    
    
    233
    
    
    
    23,973
    
    
    
    1,580
    
    
    
    
    
    
    
    25,786Total Operating Expenses
    
    
    
    
    
    
    
    
    
    
    18,154
    
    
    
    307,470
    
    
    
    9,547
    
    
    
    (18,785
    )
    
    
    316,386OPERATING (LOSS) INCOME
    
    
    
    
    
    
    
    
    
    
    (1,888
    )
    
    
    15,035
    
    
    
    (1,740
    )
    
    
    
    
    
    
    11,407OTHER EXPENSE (INCOME)Interest Expense
    
    
    
    
    
    
    
    
    
    
    16,546
    
    
    
    273
    
    
    
    935
    
    
    
    
    
    
    
    17,754Interest (Income) Expense from Affiliates
    
    
    
    
    
    
    
    
    
    
    (217
    )
    
    
    
    
    
    
    217
    
    
    
    
    
    
    
    Other, Net
    
    
    295
    
    
    
    37
    
    
    
    (18,180
    )
    
    
    914
    
    
    
    (1,301
    )
    
    
    12,346
    
    
    
    (5,889
    )295
    
    
    
    37
    
    
    
    (1,851
    )
    
    
    1,187
    
    
    
    (149
    )
    
    
    12,346
    
    
    
    11,865(LOSS) INCOME FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES
    
    
    (295
    )
    
    
    (37
    )
    
    
    (37
    )
    
    
    13,848
    
    
    
    (1,591
    )
    
    
    (12,346
    )
    
    
    (458
    )INCOME TAXES
    
    
    
    
    
    
    258
    
    
    
    
    
    
    
    100
    
    
    
    (130
    )
    
    
    
    
    
    
    228(LOSS) INCOME FROM CONTINUING
OPERATIONS
    
    
    (295
    )
    
    
    (295
    )
    
    
    (37
    )
    
    
    13,748
    
    
    
    (1,461
    )
    
    
    (12,346
    )
    
    
    (686
    )DISCONTINUED OPERATIONS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    391
    
    
    
    
    
    
    
    391NET (LOSS) INCOME
    
    $
    (295
    )
    
    $
    (295
    )
    
    $
    (37
    )
    
    $
    13,748
    
    
    $
    (1,070
    )
    
    $
    (12,346
    )
    
    $
    (295
    )
 21




---



##### Table of Contents



AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
Combining Statement of Financial Position at June 30, 2006
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedParent
    
    
    Guarantor
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsASSETSCURRENT ASSETSCash and Cash Equivalents
    
    $
    
    
    
    $
    
    
    
    $
    7,083
    
    
    $
    39
    
    
    $
    4,686
    
    
    $
    
    
    
    $
    11,808Accounts Receivable, Net
    
    
    
    
    
    
    
    
    
    
    (52
    )
    
    
    100,307
    
    
    
    6,445
    
    
    
    
    
    
    
    106,700Accounts Receivable  Intercompany
    
    
    
    
    
    
    (12,685
    )
    
    
    143,426
    
    
    
    (130,435
    )
    
    
    (306
    )
    
    
    
    
    
    
    Inventory
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,159
    
    
    
    1,732
    
    
    
    
    
    
    
    65,891Deferred Tax Asset  Current
    
    
    
    
    
    
    2,918
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,918Other Current Assets
    
    
    
    
    
    
    
    
    
    
    1,420
    
    
    
    24,360
    
    
    
    2,277
    
    
    
    
    
    
    
    28,057Total Current Assets
    
    
    
    
    
    
    (9,767
    )
    
    
    151,877
    
    
    
    58,430
    
    
    
    14,834
    
    
    
    
    
    
    
    215,374PROPERTIESNet
    
    
    
    
    
    
    
    
    
    
    361,111
    
    
    
    75,043
    
    
    
    10,548
    
    
    
    
    
    
    
    446,702INVESTMENT IN SUBSIDIARIES
    
    
    286,019
    
    
    
    302,593
    
    
    
    17,308
    
    
    
    73,877
    
    
    
    
    
    
    
    (679,797
    )
    
    
    INVESTMENT IN EQUITY INVESTEES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,345
    
    
    
    934
    
    
    
    
    
    
    
    5,279OTHER ASSETS
    
    
    
    
    
    
    
    
    
    
    6,665
    
    
    
    7,747
    
    
    
    67
    
    
    
    
    
    
    
    14,479Total Assets
    
    $
    286,019
    
    
    $
    292,826
    
    
    $
    536,961
    
    
    $
    219,442
    
    
    $
    26,383
    
    
    $
    (679,797
    )
    
    $
    681,834LIABILITIESCURRENT LIABILITIESAccounts Payable
    
    $
    
    
    
    $
    
    
    
    $
    10,040
    
    
    $
    21,781
    
    
    $
    347
    
    
    $
    
    
    
    $
    32,168Accrued Payroll and Fringe Benefits
    
    
    
    
    
    
    
    
    
    
    106
    
    
    
    20,599
    
    
    
    
    
    
    
    
    
    
    
    20,705Deferred Revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,331
    
    
    
    
    
    
    
    
    
    
    
    22,331Accrued Claims and Insurance Premiums
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,916
    
    
    
    
    
    
    
    
    
    
    
    11,916Accrued Interest
    
    
    
    
    
    
    
    
    
    
    5,204
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,204Customer Deposits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,562
    
    
    
    
    
    
    
    
    
    
    
    11,562Other Liabilities
    
    
    
    
    
    
    2,074
    
    
    
    224
    
    
    
    29,321
    
    
    
    1,018
    
    
    
    
    
    
    
    32,637Total Current Liabilities
    
    
    
    
    
    
    2,074
    
    
    
    15,574
    
    
    
    117,510
    
    
    
    1,365
    
    
    
    
    
    
    
    136,523LONG-TERM DEBT
    
    
    
    
    
    
    
    
    
    
    214,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    214,800PENSION LIABILITY
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,250
    
    
    
    
    
    
    
    
    
    
    
    19,250DEFERRED TAX LIABILITY
    
    
    
    
    
    
    9,813
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,813OTHER LONG-TERM LIABILITIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,478
    
    
    
    4,951
    
    
    
    
    
    
    
    15,429Total Liabilities
    
    
    
    
    
    
    11,887
    
    
    
    230,374
    
    
    
    147,238
    
    
    
    6,316
    
    
    
    
    
    
    
    395,815STOCKHOLDERS EQUITYCommon Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,795
    
    
    
    (1,795
    )
    
    
    Other Capital
    
    
    251,208
    
    
    
    251,208
    
    
    
    247,904
    
    
    
    
    
    
    
    7,629
    
    
    
    (506,741
    )
    
    
    251,208Retained Earnings
    
    
    40,665
    
    
    
    35,585
    
    
    
    68,045
    
    
    
    81,566
    
    
    
    10,643
    
    
    
    (195,839
    )
    
    
    40,665Accumulated Other Comprehensive Loss
    
    
    (5,854
    )
    
    
    (5,854
    )
    
    
    (9,362
    )
    
    
    (9,362
    )
    
    
    
    
    
    
    24,578
    
    
    
    (5,854
    )Total Stockholders Equity
    
    
    286,019
    
    
    
    280,939
    
    
    
    306,587
    
    
    
    72,204
    
    
    
    20,067
    
    
    
    (679,797
    )
    
    
    286,019Total
Liabilities and Stockholders Equity
    
    $
    286,019
    
    
    $
    292,826
    
    
    $
    536,961
    
    
    $
    219,442
    
    
    $
    26,383
    
    
    $
    (679,797
    )
    
    $
    681,834
 22




---



##### Table of Contents



AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED STATEMENTS  (Continued)
Combining Statement of Financial Position at December 31, 2005
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedParent
    
    
    Guarantors
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsASSETSCURRENT ASSETSCash and Cash Equivalents
    
    $
    
    
    
    $
    
    
    
    $
    7,740
    
    
    $
    38
    
    
    $
    6,181
    
    
    $
    
    
    
    $
    13,959Accounts Receivable, Net
    
    
    
    
    
    
    
    
    
    
    38
    
    
    
    86,267
    
    
    
    10,221
    
    
    
    
    
    
    
    96,526Accounts Receivable  Intercompany
    
    
    
    
    
    
    (11,479
    )
    
    
    152,705
    
    
    
    (140,920
    )
    
    
    (306
    )
    
    
    
    
    
    
    Inventory
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,358
    
    
    
    1,618
    
    
    
    
    
    
    
    44,976Deferred Tax Asset  Current
    
    
    
    
    
    
    4,644
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,644Other Current Assets
    
    
    
    
    
    
    
    
    
    
    1,049
    
    
    
    13,114
    
    
    
    2,624
    
    
    
    
    
    
    
    16,787Total Current Assets
    
    
    
    
    
    
    (6,835
    )
    
    
    161,532
    
    
    
    1,857
    
    
    
    20,338
    
    
    
    
    
    
    
    176,892PROPERTIESNet
    
    
    
    
    
    
    
    
    
    
    347,849
    
    
    
    65,975
    
    
    
    11,917
    
    
    
    
    
    
    
    425,741INVESTMENT IN SUBSIDIARIES
    
    
    253,701
    
    
    
    255,492
    
    
    
    (31,089
    )
    
    
    74,442
    
    
    
    
    
    
    
    (552,546
    )
    
    
    INVESTMENT IN EQUITY INVESTEES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,408
    
    
    
    1,124
    
    
    
    
    
    
    
    5,532OTHER ASSETS
    
    
    
    
    
    
    
    
    
    
    7,059
    
    
    
    7,993
    
    
    
    67
    
    
    
    
    
    
    
    15,119Total Assets
    
    $
    253,701
    
    
    $
    248,657
    
    
    $
    485,351
    
    
    $
    154,675
    
    
    $
    33,446
    
    
    $
    (552,546
    )
    
    $
    623,284LIABILITIESCURRENT LIABILITIESAccounts Payable
    
    $
    
    
    
    $
    
    
    
    $
    20,518
    
    
    $
    25,047
    
    
    $
    1,952
    
    
    $
    
    
    
    $
    47,517Accrued Payroll and Fringe Benefits
    
    
    
    
    
    
    
    
    
    
    (27
    )
    
    
    22,330
    
    
    
    
    
    
    
    
    
    
    
    22,303Deferred Revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,631
    
    
    
    
    
    
    
    
    
    
    
    61,631Accrued Claims and Insurance Premiums
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,361
    
    
    
    
    
    
    
    
    
    
    
    13,361Accrued Interest
    
    
    
    
    
    
    
    
    
    
    5,179
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,179Customer Deposits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,147
    
    
    
    
    
    
    
    
    
    
    
    1,147Other Liabilities
    
    
    
    
    
    
    (4,608
    )
    
    
    195
    
    
    
    23,819
    
    
    
    5,144
    
    
    
    
    
    
    
    24,550Total Current Liabilities
    
    
    
    
    
    
    (4,608
    )
    
    
    25,865
    
    
    
    102,335
    
    
    
    7,096
    
    
    
    
    
    
    
    130,688LONG-TERM DEBT
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000PENSION LIABILITY
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,867
    
    
    
    
    
    
    
    
    
    
    
    17,867DEFERRED TAX LIABILITY
    
    
    
    
    
    
    4,644
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,644OTHER LONG-TERM LIABILITIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,664
    
    
    
    5,720
    
    
    
    
    
    
    
    16,384Total Liabilities
    
    
    
    
    
    
    36
    
    
    
    225,865
    
    
    
    130,866
    
    
    
    12,816
    
    
    
    
    
    
    
    369,583STOCKHOLDERS EQUITYCommon Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,813
    
    
    
    (1,813
    )
    
    
    Other Capital
    
    
    247,742
    
    
    
    247,742
    
    
    
    247,742
    
    
    
    
    
    
    
    53,746
    
    
    
    (549,230
    )
    
    
    247,742Retained Earnings (Deficit)
    
    
    11,813
    
    
    
    6,733
    
    
    
    21,106
    
    
    
    33,171
    
    
    
    (34,929
    )
    
    
    (26,081
    )
    
    
    11,813Accumulated Other Comprehensive Loss
    
    
    (5,854
    )
    
    
    (5,854
    )
    
    
    (9,362
    )
    
    
    (9,362
    )
    
    
    
    
    
    
    24,578
    
    
    
    (5,854
    )Total Stockholders Equity
    
    
    253,701
    
    
    
    248,621
    
    
    
    259,486
    
    
    
    23,809
    
    
    
    20,630
    
    
    
    (552,546
    )
    
    
    253,701Total Liabilities and Stockholders Equity
    
    $
    253,701
    
    
    $
    248,657
    
    
    $
    485,351
    
    
    $
    154,675
    
    
    $
    33,446
    
    
    $
    (552,546
    )
    
    $
    623,284
 23




---



##### Table of Contents



AMERICAN BARGE LINE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
Combining Statement of Cash Flows for the Six Months Ended June 30, 2006
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedParent
    
    
    Guarantor
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsOPERATING ACTIVITIESNet Income (Loss) from Continuing Operations
    
    $
    28,852
    
    
    $
    28,852
    
    
    $
    46,939
    
    
    $
    48,396
    
    
    $
    (439
    )
    
    $
    (123,623
    )
    
    $
    28,977Adjustments to Reconcile Income (Loss) from Continuing
Operations to Net Cash Provided by Operating Activities:Depreciation and Amortization
    
    
    
    
    
    
    
    
    
    
    18,706
    
    
    
    4,734
    
    
    
    935
    
    
    
    
    
    
    
    24,375Debt Issuance Cost Amortization
    
    
    
    
    
    
    
    
    
    
    562
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    562Loss on Property Dispositions
    
    
    
    
    
    
    
    
    
    
    26
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    46Other Operating Activities
    
    
    (28,852
    )
    
    
    (41,771
    )
    
    
    (47,096
    )
    
    
    4,815
    
    
    
    (836
    )
    
    
    123,623
    
    
    
    9,883Changes in Operating Assets and Liabilities:Accounts Receivable
    
    
    
    
    
    
    
    
    
    
    91
    
    
    
    (14,042
    )
    
    
    3,776
    
    
    
    
    
    
    
    (10,175
    )Inter company Accounts Receivable/Payable
    
    
    
    
    
    
    4,224
    
    
    
    9,279
    
    
    
    (13,503
    )
    
    
    
    
    
    
    
    
    
    
    Inventory
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,241
    )
    
    
    (114
    )
    
    
    
    
    
    
    (20,355
    )Accrued Interest
    
    
    
    
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25Other Current Assets
    
    
    
    
    
    
    1,726
    
    
    
    (310
    )
    
    
    (10,969
    )
    
    
    939
    
    
    
    
    
    
    
    (8,614
    )Other Current Liabilities
    
    
    
    
    
    
    6,682
    
    
    
    471
    
    
    
    15,180
    
    
    
    (5,731
    )
    
    
    
    
    
    
    16,602Net Cash Provided by Operating Activities
before Reorganization Items
    
    
    
    
    
    
    (287
    )
    
    
    28,693
    
    
    
    14,390
    
    
    
    (1,470
    )
    
    
    
    
    
    
    41,326Reorganization Items Paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (325
    )
    
    
    
    
    
    
    
    
    
    
    (325
    )Net Cash (Used in) Provided by Continuing
Operating Activities
    
    
    
    
    
    
    (287
    )
    
    
    28,693
    
    
    
    14,065
    
    
    
    (1,470
    )
    
    
    
    
    
    
    41,001Net Cash (Used in) Operating Activities
of Discontinued Segment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17
    )
    
    
    
    
    
    
    (17
    )Net Cash (Used in) Provided by Operating Activities
    
    
    
    
    
    
    (287
    )
    
    
    28,693
    
    
    
    14,065
    
    
    
    (1,487
    )
    
    
    
    
    
    
    40,984INVESTING ACTIVITIESProperty Additions
    
    
    
    
    
    
    
    
    
    
    (33,188
    )
    
    
    (13,121
    )
    
    
    (8
    )
    
    
    
    
    
    
    (46,317
    )Proceeds from Property Dispositions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    170
    
    
    
    
    
    
    
    
    
    
    
    170Other Investing Activities
    
    
    
    
    
    
    
    
    
    
    (155
    )
    
    
    (1,029
    )
    
    
    
    
    
    
    
    
    
    
    (1,184
    )Net Cash Used in Investing Activities
    
    
    
    
    
    
    
    
    
    
    (33,343
    )
    
    
    (13,980
    )
    
    
    (8
    )
    
    
    
    
    
    
    (47,331
    )FINANCING ACTIVITIESRevolving Credit Facility Borrowings
    
    
    
    
    
    
    
    
    
    
    15,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,3002015 Senior Note Repayments
    
    
    
    
    
    
    
    
    
    
    (500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (500
    )Outstanding Checks
    
    
    
    
    
    
    
    
    
    
    (10,788
    )
    
    
    (85
    )
    
    
    
    
    
    
    
    
    
    
    (10,873
    )Debt Costs
    
    
    
    
    
    
    
    
    
    
    (13
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13
    )Other Financing Activities
    
    
    
    
    
    
    287
    
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    282Net Cash Provided by (Used in) Financing Activities
    
    
    
    
    
    
    287
    
    
    
    3,994
    
    
    
    (85
    )
    
    
    
    
    
    
    
    
    
    
    4,196(Decrease) Increase in Cash and Cash Equivalents
    
    
    
    
    
    
    
    
    
    
    (656
    )
    
    
    
    
    
    
    (1,495
    )
    
    
    
    
    
    
    (2,151
    )Cash and Cash Equivalents at Beginning of Period
    
    
    
    
    
    
    
    
    
    
    7,740
    
    
    
    38
    
    
    
    6,181
    
    
    
    
    
    
    
    31,959Cash and Cash Equivalents at End of Period
    
    $
    
    
    
    $
    
    
    
    $
    7,084
    
    
    $
    38
    
    
    $
    4,686
    
    
    $
    
    
    
    $
    11,808
 24




---



##### Table of Contents



AMERICAN BARGE LINES COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
Combining Statement of Cash Flows for the Six Months Ended June 30, 2005
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedParent
    
    
    Guarantor
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsOPERATING ACTIVITIES(Loss) Income from Continuing Operations
    
    $
    (295
    )
    
    $
    (295
    )
    
    $
    (37
    )
    
    $
    13,748
    
    
    $
    (1,461
    )
    
    $
    (12,346
    )
    
    $
    (686
    )Adjustments to Reconcile (Loss) Income from Continuing
Operations to Net Cash Provided by Operating Activities:Depreciation and Amortization
    
    
    
    
    
    
    
    
    
    
    17,921
    
    
    
    4,763
    
    
    
    1,780
    
    
    
    
    
    
    
    24,464Debt Issuance Cost Amortization
    
    
    
    
    
    
    
    
    
    
    2,264
    
    
    
    
    
    
    
    71
    
    
    
    
    
    
    
    2,335(Gain) Loss on Property Dispositions
    
    
    
    
    
    
    
    
    
    
    (4,339
    )
    
    
    13
    
    
    
    (106
    )
    
    
    
    
    
    
    (4,432
    )Other Operating Activities
    
    
    295
    
    
    
    (2,970
    )
    
    
    (36,615
    )
    
    
    24,769
    
    
    
    894
    
    
    
    11,705
    
    
    
    (1,922
    )Changes in Operating Assets and Liabilities:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accounts Receivable
    
    
    
    
    
    
    
    
    
    
    (125
    )
    
    
    (9,987
    )
    
    
    1,210
    
    
    
    
    
    
    
    (8,902
    )Intercompany Accounts Receivable/Payable
    
    
    
    
    
    
    (2
    )
    
    
    15,547
    
    
    
    (13,045
    )
    
    
    (2,500
    )
    
    
    
    
    
    
    Inventory
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,372
    )
    
    
    253
    
    
    
    
    
    
    
    (14,119
    )Accrued Interest
    
    
    
    
    
    
    
    
    
    
    7,064
    
    
    
    94
    
    
    
    (1
    )
    
    
    
    
    
    
    7,157Other Current Assets
    
    
    
    
    
    
    (2,070
    )
    
    
    734
    
    
    
    295
    
    
    
    394
    
    
    
    400
    
    
    
    (247
    )Other Current Liabilities
    
    
    
    
    
    
    5,337
    
    
    
    1,277
    
    
    
    16,059
    
    
    
    (1,583
    )
    
    
    241
    
    
    
    21,331Net Cash Provided by (Used in) Operating Activities
before Reorganization Items
    
    
    
    
    
    
    
    
    
    
    3,691
    
    
    
    22,337
    
    
    
    (1,049
    )
    
    
    
    
    
    
    24,979Reorganization Items Paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,503
    )
    
    
    
    
    
    
    
    
    
    
    (12,503
    )Net Cash Provided by (Used in) Operating Activities
    
    
    
    
    
    
    
    
    
    
    3,691
    
    
    
    9,834
    
    
    
    (1,049
    )
    
    
    
    
    
    
    12,476Net Cash Provided by Operating Activities
of Discontinued Segment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    429
    
    
    
    
    
    
    
    429Net Cash Provided by Operating Activities
    
    
    
    
    
    
    
    
    
    
    3,691
    
    
    
    9,834
    
    
    
    (620
    )
    
    
    
    
    
    
    12,905INVESTING ACTIVITIESProperty Additions
    
    
    
    
    
    
    
    
    
    
    (7,865
    )
    
    
    (3,593
    )
    
    
    (27
    )
    
    
    
    
    
    
    (11,485
    )Proceeds from Property Dispositions
    
    
    
    
    
    
    
    
    
    
    12,663
    
    
    
    403
    
    
    
    300
    
    
    
    
    
    
    
    13,366Net Change in Restricted Cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (270
    )
    
    
    
    
    
    
    (270
    )Investment in Vessel Leasing LLC
    
    
    
    
    
    
    
    
    
    
    (2,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,500
    )Other Investing Activities
    
    
    
    
    
    
    
    
    
    
    (28
    )
    
    
    (2,066
    )
    
    
    58
    
    
    
    
    
    
    
    (2,036
    )Net Cash Provided by (Used in) Investing Activities
    
    
    
    
    
    
    
    
    
    
    2,270
    
    
    
    (5,256
    )
    
    
    61
    
    
    
    
    
    
    
    (2,925
    )FINANCING ACTIVITIESLong-Term Debt Repaid
    
    
    
    
    
    
    
    
    
    
    (401,046
    )
    
    
    
    
    
    
    (1,443
    )
    
    
    
    
    
    
    (402,489
    )Revolving Credit Facility Borrowings
    
    
    
    
    
    
    
    
    
    
    170,710
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    170,7102015 Senior Note Borrowings
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000Outstanding Checks
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,577
    )
    
    
    
    
    
    
    
    
    
    
    (4,577
    )Debt Costs
    
    
    
    
    
    
    
    
    
    
    (12,937
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,937
    )Other Financing Activities
    
    
    
    
    
    
    
    
    
    
    (37
    )
    
    
    
    
    
    
    (581
    )
    
    
    
    
    
    
    (618
    )Net Cash Used in Financing Activities
    
    
    
    
    
    
    
    
    
    
    (43,310
    )
    
    
    (4,577
    )
    
    
    (2,024
    )
    
    
    
    
    
    
    (49,911
    )(Decrease) Increase in Cash and Cash Equivalents
    
    
    
    
    
    
    
    
    
    
    (37,349
    )
    
    
    1
    
    
    
    (2,583
    )
    
    
    
    
    
    
    (39,931
    )Cash and Cash Equivalents at Beginning of Period
    
    
    
    
    
    
    
    
    
    
    39,452
    
    
    
    30
    
    
    
    7,163
    
    
    
    
    
    
    
    46,645Cash and Cash Equivalents at End of Period
    
    $
    
    
    
    $
    
    
    
    $
    2,103
    
    
    $
    31
    
    
    $
    4,580
    
    
    $
    
    
    
    $
    6,714
 25




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##### Table of Contents



ITEM
2. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
 INTRODUCTION
  
    
    Overview.This section provides a general description of
the Company and its business, as well as developments the
Company believes are important in understanding the results
of operations and financial condition or in understanding
anticipated future trends.
    
    Results of Operations.This section provides an analysis of
the Companys results of operations for the quarter and six
months ended June 30, 2006 compared to the results of
operations for the quarter and six months ended June 30,
2005.
    
    Liquidity and Capital Resources.This section provides an
overview of the Companys sources of liquidity, a
discussion of the Companys debt that existed as of June
30, 2006 and an analysis of the Companys cash flows for
the six months ended June 30, 2006.
    
    Changes in Accounting Standards.This section discusses
certain changes in accounting and reporting standards
applicable to the Company.
    
    Critical Accounting Policies.This section discusses any
significant changes in accounting policies that are
considered important to the Companys financial condition
and results of operations, require significant judgment and
require estimates on the part of management in application
from those previously described in the Companys filing on
Form 10-K for the year ended December 31, 2005. The
Companys significant accounting policies include those
considered to be critical accounting policies.
    
    Quantitative and Qualitative Disclosures about Market Risk.
This section discusses our analysis of significant changes
in exposure to potential loss arising from adverse changes
in fuel prices, interest rates and foreign currency
exchange rates in the period since our filing on Form 10-K
for the fiscal year ended December 31, 2005.
    
    Risk Factors and Caution Concerning Forward-Looking
Statements.This section references important factors that
could adversely affect the operations, business or
financial results of the Company or its business segments
and the use of forward-looking information appearing in
this filing on Form 10-Q, including in MD&A and the
condensed consolidated financial statements. Such
information is based on managements current expectations
about future events, which are inherently susceptible to
uncertainty and changes in circumstances.
 26




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##### Table of Contents



OVERVIEW
 Our Business
 RiverTrac
     27




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##### Table of Contents



The Industry
 Transportation Services:
   28




---



##### Table of Contents



Manufacturing:
  29




---



##### Table of Contents



Consolidated Financial Overview
    Domestic Transportation Services:
   30




---



##### Table of Contents



31




---



##### Table of Contents



Key operating statistics
 % change to prior
    
    
    
    
    
    
    % change to priorQuarter ended
    
    
    year quarter
    
    
    Six months ended
    
    
    year YTDJune 30, 2006
    
    
    Increase (decrease)
    
    
    June 30, 2006
    
    
    Increase (decrease)Affreightment Ton Miles (in thousands):Total Dry
    
    
    9,367,282
    
    
    
    (2.4
    %)
    
    
    18,503,756
    
    
    
    1.3
    %Ton-miles per average dry affreightment barge
    
    
    3,345
    
    
    
    (1.2
    %)
    
    
    6,626
    
    
    
    2.4
    %Liquid barge affreightment:Total Liquid
    
    
    927,843
    
    
    
    (16.4
    %)
    
    
    1,914,383
    
    
    
    (11.7
    %)Ton-miles per average liquid affreightment barge
    
    
    3,654
    
    
    
    (0.1
    %)
    
    
    7,237
    
    
    
    2.1
    %Total ton miles
    
    
    10,295,125
    
    
    
    (3.8
    %)
    
    
    20,418,139
    
    
    
    (0.1
    %)Ton-miles per average affreightment barge
    
    
    3,373
    
    
    
    (1.1
    %)
    
    
    6,683
    
    
    
    2.3
    %Rates per ton mile/Revenues per average barge:Increase in dry rate per ton mile
    
    
    
    
    
    
    31.1
    %
    
    
    
    
    
    
    30.6
    %Increase in fuel neutral dry rate per ton mile
    
    
    
    
    
    
    25.9
    %
    
    
    
    
    
    
    25.0
    %Increase in liquid rate per ton mile
    
    
    
    
    
    
    21.6
    %
    
    
    
    
    
    
    22.4
    %Increase in fuel neutral liquid rate per ton mile
    
    
    
    
    
    
    12.7
    %
    
    
    
    
    
    
    11.9
    %Overall rate per ton mile
    
    $
    14.23
    
    
    
    28.0
    %
    
    $
    14.07
    
    
    
    27.9
    %Overall fuel neutral rate per ton mile
    
    $
    13.59
    
    
    
    22.3
    %
    
    $
    13.37
    
    
    
    20.8
    %Revenue per average barge operated
    
    $
    57,400
    
    
    
    28.3
    %
    
    $
    111,004
    
    
    
    31.1
    %Fuel Price and Volume Data:Fuel price per gallon
    
    $
    2.02
    
    
    
    32.2
    %
    
    $
    1.93
    
    
    
    33.5
    %Fuel Gallons
    
    
    17,900
    
    
    
    (1.4
    %)
    
    
    39,434
    
    
    
    1.8
    %Revenue data (in thousands):Affreightment revenue
    
    $
    146,453
    
    
    
    23.1
    %
    
    $
    287,209
    
    
    
    27.7
    %Towing
    
    
    12,018
    
    
    
    50.1
    %
    
    
    21,999
    
    
    
    45.4
    %Charter and Day rate
    
    
    9,725
    
    
    
    95.4
    %
    
    
    17,833
    
    
    
    81.2
    %Demurrage
    
    
    10,180
    
    
    
    31.5
    %
    
    
    19,009
    
    
    
    30.1
    %Other
    
    
    4,831
    
    
    
    28.3
    %
    
    
    7,388
    
    
    
    (9.6
    %)Non-affreightment revenue
    
    
    36,754
    
    
    
    50.1
    %
    
    
    66,229
    
    
    
    38.7
    %Total domestic transportation revenue
    
    $
    183,207
    
    
    
    27.7
    %
    
    $
    353,438
    
    
    
    29.7
    %
 32




---



##### Table of Contents



Barge Fleet Changes
 Domestic Barges - Current Quarter
    
    Dry
    
    Tankers
    
    TotalBarges operated as of the end of the 1st quarter 2006
    
    
    2,789
    
    
    
    385
    
    
    
    3,174Retired
    
    
    (13
    )
    
    
    (10
    )
    
    
    (23
    )New builds
    
    
    39
    
    
    
    1
    
    
    
    40Change in number of barges leased
    
    
    
    
    
    
    2
    
    
    
    2Barges operated as of the end of the 2nd quarter 2006
    
    
    2,815
    
    
    
    378
    
    
    
    3,193
 Domestic Barges - YTD
    
    Dry
    
    Tankers
    
    TotalBarges operated as of the end of 2005
    
    
    2,803
    
    
    
    371
    
    
    
    3,174Retired
    
    
    (33
    )
    
    
    (11
    )
    
    
    (44
    )New builds
    
    
    50
    
    
    
    16
    
    
    
    66Change in number of barges leased
    
    
    (5
    )
    
    
    2
    
    
    
    (3
    )Barges operated as of the end of the
2nd quarter 2006
    
    
    2,815
    
    
    
    378
    
    
    
    3,193
  Owned Boat Counts and Average Age by Horsepower Class
 AverageHorsepower class
    
    Number
    
    AgeLess than 2000
    
    
    
    46
    
    
    
    29.3Less than 4000
    
    
    
    8
    
    
    
    36.8Less than 5500
    
    
    
    19
    
    
    
    34.2Less than 7000
    
    
    
    38
    
    
    
    27.8Over 7000
    
    
    
    11
    
    
    
    32.0Total / overall average
    
    
    
    122
    
    
    
    30.3
 
 33




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##### Table of Contents



Domestic Transportation Services (continued):
    Manufacturing
 34




---



##### Table of Contents



Manufacturing segment units produced for sale or internal use:
 Quarter ended
    
    Six months endedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2006
    
    2005
    
    2006
    
    2005External sales:Liquid tank barges
    
    
    
    8
    
    
    
    18
    
    
    
    10
    
    
    
    29Ocean tank barges
    
    
    
    0
    
    
    
    1
    
    
    
    0
    
    
    
    1Dry cargo barges
    
    
    
    25
    
    
    
    0
    
    
    
    77
    
    
    
    0Total external units sold
    
    
    
    33
    
    
    
    19
    
    
    
    87
    
    
    
    30Internal into production:Liquid tank barges
    
    
    
    1
    
    
    
    2
    
    
    
    16
    
    
    
    3Dry cargo barges
    
    
    
    39
    
    
    
    0
    
    
    
    50
    
    
    
    0Total units into production
    
    
    
    40
    
    
    
    2
    
    
    
    66
    
    
    
    3Total units produced
    
    
    
    73
    
    
    
    21
    
    
    
    153
    
    
    
    33
  International Transportation Services:
 35




---



##### Table of Contents



Consolidated Financial Overview  Non-GAAP Financial Measure Reconciliation
 AMERICAN BARGE LINE COMPANY
NET INCOME TO EBITDA RECONCILIATION
(Dollars in thousands)
(Unaudited)
 Quarter Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005CONSOLIDATED NET INCOME (LOSS)
    
    $
    17,704
    
    
    $
    6,033
    
    
    $
    28,852
    
    
    $
    (295
    )Interest Income
    
    
    (259
    )
    
    
    (216
    )
    
    
    (408
    )
    
    
    (458
    )Interest Expense
    
    
    4,982
    
    
    
    7,392
    
    
    
    9,758
    
    
    
    17,754Depreciation and Amortization
    
    
    12,401
    
    
    
    12,223
    
    
    
    24,483
    
    
    
    24,502Taxes
    
    
    10,294
    
    
    
    2,767
    
    
    
    17,179
    
    
    
    401CONSOLIDATED EBITDA
    
    $
    45,122
    
    
    $
    28,199
    
    
    $
    79,864
    
    
    $
    41,904DOMESTIC TRANSPORTATION NET INCOME (LOSS)
    
    $
    15,272
    
    
    $
    2,746
    
    
    $
    25,554
    
    
    $
    (828
    )Interest Income
    
    
    (6
    )
    
    
    (85
    )
    
    
    (20
    )
    
    
    (200
    )Interest Expense
    
    
    4,982
    
    
    
    7,392
    
    
    
    9,758
    
    
    
    17,754Depreciation and Amortization
    
    
    11,160
    
    
    
    11,035
    
    
    
    22,006
    
    
    
    22,124Taxes
    
    
    9,909
    
    
    
    2,787
    
    
    
    17,950
    
    
    
    258DOMESTIC TRANSPORTATION EBITDA
    
    $
    41,317
    
    
    $
    23,875
    
    
    $
    75,248
    
    
    $
    39,108MANUFACTURING NET INCOME
    
    $
    5,518
    
    
    $
    2,089
    
    
    $
    12,534
    
    
    $
    1,758Interest Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest Expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation and Amortization
    
    
    460
    
    
    
    443
    
    
    
    899
    
    
    
    882Taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TOTAL MANUFACTURING EBITDA
    
    
    5,978
    
    
    
    2,532
    
    
    
    13,433
    
    
    
    2,640Intersegment Profit
    
    
    (4,078
    )
    
    
    (23
    )
    
    
    (8,725
    )
    
    
    (23
    )EXTERNAL MANUFACTURING EBITDA
    
    $
    1,900
    
    
    $
    2,509
    
    
    $
    4,708
    
    
    $
    2,617INTERNATIONAL TRANSPORTATION NET INCOME
(LOSS)
    
    $
    717
    
    
    $
    157
    
    
    $
    (899
    )
    
    $
    (2,763
    )Interest Income
    
    
    (252
    )
    
    
    (132
    )
    
    
    (388
    )
    
    
    (259
    )Interest Expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation and Amortization
    
    
    378
    
    
    
    385
    
    
    
    755
    
    
    
    774Taxes
    
    
    375
    
    
    
    (87
    )
    
    
    (781
    )
    
    
    (30
    )INTERNATIONAL TRANSPORTATION EBITDA
    
    $
    1,218
    
    
    $
    323
    
    
    $
    (1,313
    )
    
    $
    (2,278
    )
   36




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Outlook
 Domestic Transportation Services:
      37




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38




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Manufacturing:
   International Transportation:
 39




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RESULTS OF OPERATIONS
 AMERICAN
BARGE LINE COMPANY OPERATING RESULTS by BUSINESS SEGMENT
Quarter Ended June 30, 2006 as compared with Quarter Ended June 30, 2005
(Unaudited)
 % of ConsolidatedQuarter Ended
    
    
    
    
    
    RevenueJune 30,
    
    June 30,
    
    
    
    
    
    2nd Quarter
    
    2nd Quarter2006
    
    2005
    
    Variance
    
    2006
    
    2005(Dollars in thousands except where noted)REVENUEDomestic Transportation
    
    $
    183,207
    
    
    $
    143,483
    
    
    $
    39,724
    
    
    
    83.9
    %
    
    
    78.7
    %International Transportation
    
    
    5,069
    
    
    
    4,036
    
    
    
    1,033
    
    
    
    2.3
    %
    
    
    2.2
    %Manufacturing (external and internal)
    
    
    48,142
    
    
    
    34,612
    
    
    
    13,530
    
    
    
    22.0
    %
    
    
    19.0
    %Other
    
    
    2,170
    
    
    
    2,917
    
    
    
    (747
    )
    
    
    1.0
    %
    
    
    1.6
    %Intersegment manufacturing
elimination
    
    
    (20,141
    )
    
    
    (2,663
    )
    
    
    (17,478
    )
    
    
    (9.2
    %)
    
    
    (1.5
    %)Consolidated Revenue
    
    
    218,447
    
    
    
    182,385
    
    
    
    36,062
    
    
    
    100.0
    %
    
    
    100.0
    %OPERATING EXPENSEDomestic Transportation
    
    
    154,038
    
    
    
    134,869
    
    
    
    (19,169
    )International Transportation
    
    
    3,925
    
    
    
    4,081
    
    
    
    156Manufacturing (external and internal)
    
    
    42,627
    
    
    
    32,565
    
    
    
    (10,062
    )Other
    
    
    1,860
    
    
    
    1,974
    
    
    
    114Intersegment manufacturing
elimination
    
    
    (16,063
    )
    
    
    (2,640
    )
    
    
    13,423Consolidated Operating Expense
    
    
    186,387
    
    
    
    170,849
    
    
    
    (15,538
    )
    
    
    85.3
    %
    
    
    93.7
    %OPERATING INCOMEDomestic Transportation
    
    
    29,169
    
    
    
    8,614
    
    
    
    20,555International Transportation
    
    
    1,144
    
    
    
    (45
    )
    
    
    1,189Manufacturing (external and internal)
    
    
    5,515
    
    
    
    2,047
    
    
    
    3,468Other
    
    
    310
    
    
    
    943
    
    
    
    (633
    )Intersegment manufacturing
elimination
    
    
    (4,078
    )
    
    
    (23
    )
    
    
    (4,055
    )Consolidated Operating Income
    
    
    32,060
    
    
    
    11,536
    
    
    
    20,524
    
    
    
    14.7
    %
    
    
    6.3
    %Interest Expense
    
    
    4,982
    
    
    
    7,392
    
    
    
    2,410Other Income
    
    
    949
    
    
    
    4,471
    
    
    
    3,522Income Before Income Taxes
    
    
    28,027
    
    
    
    8,615
    
    
    
    19,412Income Taxes
    
    
    10,284
    
    
    
    2,700
    
    
    
    (7,584
    )Discontinued Operations
    
    
    (39
    )
    
    
    118
    
    
    
    (157
    )Net Income
    
    $
    17,704
    
    
    $
    6,033
    
    
    $
    11,671
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Quarter ended June 30, 2006 comparison to quarter ended June 30, 2005
 Revenue.
     Operating Expense.
  41




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Operating Income.
   Interest Expense.
 Other Income.
 Income Tax Expense
 Net Income (Loss).
 42




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AMERICAN
BARGE LINE COMPANY OPERATING RESULTS by BUSINESS SEGMENT
Six Months Ended June 30, 2006 as compared with Six Months Ended June 30, 2005
 % of ConsolidatedSix Months Ended
    
    
    
    
    
    
    RevenueJune 30,
    
    
    June 30,
    
    
    
    
    
    
    Six Months
    
    
    Six Months2006
    
    
    2005
    
    
    Variance
    
    
    2006
    
    
    2005(Dollars in thousands except where noted)REVENUEDomestic Transportation
    
    $
    353,438
    
    
    $
    272,592
    
    
    $
    80,846
    
    
    
    84.8
    %
    
    
    83.2
    %International Transportation
    
    
    5,100
    
    
    
    4,155
    
    
    
    945
    
    
    
    1.2
    %
    
    
    1.3
    %Manufacturing (external and
internal)
    
    
    98,661
    
    
    
    50,901
    
    
    
    47,760
    
    
    
    23.7
    %
    
    
    15.5
    %Other
    
    
    4,363
    
    
    
    4,972
    
    
    
    (609
    )
    
    
    1.1
    %
    
    
    1.5
    %Intersegment manufacturing
elimination
    
    
    (44,932
    )
    
    
    (4,827
    )
    
    
    (40,105
    )
    
    
    (10.8
    %)
    
    
    (1.5
    %)Consolidated Revenue
    
    
    416,630
    
    
    
    327,793
    
    
    
    88,837
    
    
    
    100.0
    %
    
    
    100.0
    %OPERATING EXPENSEDomestic Transportation
    
    
    302,380
    
    
    
    260,221
    
    
    
    (42,159
    )International Transportation
    
    
    7,112
    
    
    
    7,982
    
    
    
    870Manufacturing (external and
internal)
    
    
    86,128
    
    
    
    49,183
    
    
    
    (36,945
    )Other
    
    
    3,887
    
    
    
    3,804
    
    
    
    (83
    )Intersegment manufacturing
elimination
    
    
    (36,207
    )
    
    
    (4,804
    )
    
    
    31,403Consolidated Operating Expense
    
    
    363,300
    
    
    
    316,386
    
    
    
    (46,914
    )
    
    
    87.2
    %
    
    
    96.5
    %OPERATING INCOMEDomestic Transportation
    
    
    51,058
    
    
    
    12,371
    
    
    
    38,687International Transportation
    
    
    (2,012
    )
    
    
    (3,827
    )
    
    
    1,815Manufacturing (external and
internal)
    
    
    12,533
    
    
    
    1,718
    
    
    
    10,815Other
    
    
    476
    
    
    
    1,168
    
    
    
    (692
    )Intersegment manufacturing
elimination
    
    
    (8,725
    )
    
    
    (23
    )
    
    
    (8,702
    )Consolidated Operating Income
    
    
    53,330
    
    
    
    11,407
    
    
    
    41,923
    
    
    
    12.8
    %
    
    
    3.5
    %Interest Expense
    
    
    9,758
    
    
    
    17,754
    
    
    
    7,996Other Expense (Income)
    
    
    (2,574
    )
    
    
    (5,889
    )
    
    
    (3,315
    )Income before Income Taxes
    
    
    46,146
    
    
    
    (458
    )
    
    
    46,604Income Taxes
    
    
    17,169
    
    
    
    228
    
    
    
    (16,941
    )Discontinued Operations
    
    
    (125
    )
    
    
    391
    
    
    
    (516
    )Net Income
    
    $
    28,852
    
    
    $
    (295
    )
    
    $
    29,147
 43




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Revenue.
     Operating Expense.
  44




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Operating Income.
   Interest Expense.
 Other Income.
 Income Tax Expense
 45




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Net Income (Loss).
 LIQUIDITY AND CAPITAL RESOURCES
    Our Indebtedness
  46




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Net Cash, Capital Expenditures and Cash Flow
        47




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CHANGES IN ACCOUNTING STANDARDS
      48




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CRITICAL ACCOUNTING POLICIES
   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Fuel Price Risk
  Interest Rate and Other Risks
  49




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Foreign Currency Exchange Rate Risks
  RISK FACTORS AND FORWARD-LOOKING STATEMENTS
   
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  50




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ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures.
 Changes in Internal Control over Financial Reporting.
 
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  Current Legal Proceeding.
 Miller Appeal.
  51




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Environmental Litigation.
 
    
    SBA Shipyard, Jennings, Louisiana.SBA Shipyard is a remediation site that was operated by
a third-party barge cleaning service provider utilized by National Marine, Inc., an entity whose
assets were combined with ours in 1998. A potentially responsible party
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group of barge operators, which includes us, has
been formed to coordinate final cleanup of this
site. The removal action was completed pursuant
to a work plan accepted by the U.S. Environmental
Protection Agency (U.S. EPA) and on February
24, 2006, the U.S. EPA approved the final work
plan for the site. As of March 31, 2006 we had
expended approximately $710,000 in connection
with this site. No additional contributions are
required or anticipated at this time.
    
    EPS, Marietta, Ohio.EPS, Inc., a wholly owned
subsidiary of Vectura Group Inc., is the owner of
Connex Pipe Systems closed solid waste landfill
located in Marietta, Ohio (Connex). We assumed
liability for the monitoring and potential
cleanup of Connex (up to $30,000 per year)
pursuant to our combination with Vectura Group in
1998. In 1986, Connex was subject to an Ohio
consent judgment (Consent Judgment) under which
it agreed to remediate and monitor the closed
landfill for a period of three years. Connex
complied with the Consent Judgment, and in 1994
the Ohio Environmental Protection Agency (Ohio
EPA) issued a letter confirming Connexs
compliance. In 1998, the Ohio EPA changed its
regulations with respect to monitoring
requirements to require longer monitoring periods
for closed sites and sought to apply those new
regulations to Connex retroactively. In November
1998, the Ohio EPA issued finalized guidance
(Final Guidance) regarding retroactive
application of the Ohio EPA requirements. We have
requested written confirmation from the Ohio EPA
that the new regulations do not retroactively
apply and that our monitoring responsibilities
with respect to the property have been fulfilled.
Currently, we coordinate inspections of the
property four times a year for integrity and
maintenance of the cap with minimal associated
cost.
    
    Third Site, Zionsville, Indiana.Jeffboat LLC
has been named a potentially responsible party at
Third Site by the U.S. EPA. Third Site was
utilized for the storage of hazardous substances
and wastes during the remediation of the
Environmental Conservation and Chemical
Corporation and Northside Sanitary Landfill
(ECC/NSL) in Zionsville, Indiana. As a
potentially responsible party at ECC/ NSL,
Jeffboat is responsible for 3.6% of the total
volume of materials to be remediated at Third
Site as well. Remediation activities are ongoing
at Third Site, and, as of June 30, 2006, Jeffboat
had contributed approximately $230,000 toward
that remediation. No additional contributions are
required or anticipated at this time.
    
    Barge Cleaning Facilities, Port Arthur, Texas.
American Commercial Barge Line LLC received
notices from the U.S. EPA in 1999 and 2004 that
it is a potentially responsible party at the
State Marine of Port Arthur and the Palmer Barge
Line Superfund Sites in Port Arthur, Texas with
respect to approximately 50 barges that were
cleaned by State Marine and approximately five
barges that were cleaned by Palmer Barge Line for
us in the early 1980s. The U.S. EPA has made no
assessments with respect to these sites.
    
    Tiger Shipyard, Baton Rouge, Louisiana.At the
direction of the State of Louisiana, we have
participated in a cleanup of a former barge
cleaning operation at this site involving the
cleaning of approximately seven barges and the
disposal of barge wash water. As of June 30,
2006, we had incurred costs of approximately $6.7
million in connection with this site. The barge
cleaning activities are complete.
    
    PHI/ Harahan Site, Harahan, Louisiana.We have
been contacted by the State of Louisiana in
connection with the investigation and cleanup of
diesel and/or jet fuel in soil at this site. We
believe contamination may have been caused by a
tenant on the property and have so notified the
regulatory authorities. On March 22, 2005, we
submitted an
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investigation work plan for approval
by the State of Louisiana. We do not know what
level of fuel may be discovered in this
investigation or whether cleanup will be
required. We have paid approximately $20,000 in
consultant fees related to investigation at this
site.
 
 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.
  Yields from North American and worldwide grain harvests could materially affect demand
for our barging services.
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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.
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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 the demand for barging services.
  Our failure to comply with domestic or international government regulations affecting the
domestic or foreign barging industries, or changes in these regulations, may cause us to incur
significant expenses or affect our ability to operate.
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The Jones Act restricts foreign ownership of our stock, and the repeal, suspension or
substantial amendment of the Jones Act could increase competition on the Inland Waterways and have
a material adverse effect on our business.
   RISKS RELATED TO OUR BUSINESS
 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 efficiency.
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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.
  There could be adverse consequences if the pending appeal of the confirmation of our Plan
of Reorganization is successful.
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Our barging services outside the United States subject us to changes in foreign economic and
political conditions.
  As part of the Companys growth strategy, we may make selective acquisitions the integration
and consolidation of which may disrupt operations and could negatively impact our business
including our margins.
  A disposition of our Venezuelan operations would affect earnings.
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The loss of one or more key customers, or material nonpayment or nonperformance by one or
more of our key customers, 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 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 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.
  60




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Failure to comply with environmental, health and safety regulations could result in
substantial penalties and changes to our operations.
      61




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We are subject to, and may in the future be subject to, disputes, or legal or other
proceedings that could involve significant expenditures by us.
  Investor confidence and the market price of our common stock may be adversely impacted if
we are unable to comply with Section 404 of the Sarbanes-Oxley Act of 2002.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  62




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ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 6. EXHIBITS.
 Exhibit No.
    
    Description3.1
    
    Second Amended and Restated Bylaws (Incorporated by reference to the current report on Form 8-K filed by ACL on August 1, 2006).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.
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SIGNATURES
  AMERICAN BARGE LINE COMPANYBy:
    
    /s/ Mark R. Holden  

Mark R. HoldenPresident and Chief Executive OfficerBy:
    
    /s/ Christopher A. Black  

Christopher A. BlackSenior Vice President and Chief Financial Officer(Principal Financial Officer)
  
 INDEX TO EXHIBITS
 Exhibit No.
    
    Description3.1
    
    Second Amended and Restated Bylaws (Incorporated by reference to the current report on Form 8-K filed by ACL on August 1, 2006).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.
 64