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 1934For the quarterly period ended
    March 31,
    2010oro

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

75-3177794(State or Other Jurisdiction
    of
    Incorporation or Organization)

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

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




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  QUARTERLY
    REPORT ON
    FORM 10-Q
  FOR THE
    QUARTERLY PERIOD ENDED MARCH 31, 2010
  TABLE OF
    CONTENTS
   
 PagePART I FINANCIAL INFORMATIONItem 1:


Financial Statements (unaudited)


3Condensed Consolidated Statements of
    Operations


3Condensed Consolidated Balance Sheets


4Condensed Consolidated Statements of Cash
    Flows


5Condensed Consolidated Statement of
    Stockholders Equity


6Notes to Condensed Consolidated Financial
    Statements


7Item 2:


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


23Item 3:


Quantitative and Qualitative Disclosures About
    Market Risk


41Item 4:


Controls and Procedures


41PART II OTHER INFORMATIONItem 1:


Legal Proceedings


42Item 1A:


Risk Factors


44Item 2:


Unregistered Sales of Securities and Use of
    Proceeds


54Item 3:


Defaults on Senior Securities


54Item 4:


Submission of Matters to a Vote of Security
    Holders


54Item 6:


Exhibits


54Signatures


55Certification by CEOCertification by CFOCertification by CEOCertification by CFO   2




---



##### 



PART I 
    FINANCIAL INFORMATION  ITEM 1.
    FINANCIAL
    STATEMENTS  AMERICAN
    COMMERCIAL LINES INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS
  Quarter Ended March 31,2010


2009(Unaudited)(In thousands, except shares and per share amounts)RevenuesTransportation and Services

$
136,854


$
157,471Manufacturing


11,442



35,234Revenues


148,296



192,705Cost of SalesTransportation and Services


123,052



140,066Manufacturing


10,532



30,436Cost of Sales


133,584



170,502Gross Profit


14,712



22,203Selling, General and Administrative Expenses


11,620



21,313Operating Income


3,092



890Other Expense (Income)Interest Expense


9,853



8,531Other, Net


(54
)


(276
)Other Expense


9,799



8,255Loss from Continuing Operations Before Income Taxes


(6,707
)


(7,365
)Income Tax Benefit


(3,227
)


(2,891
)Loss from Continuing Operations


(3,480
)


(4,474
)Discontinued Operations, Net of Tax






(984
)Net Loss

$
(3,480
)

$
(5,458
)Basic Loss per Common Share:Loss from continuing operations

$
(0.27
)

$
(0.35
)Loss from discontinued operations, net of tax






(0.08
)Basic Loss per Common Share

$
(0.27
)

$
(0.43
)Loss per Common Share  Assuming Dilution:Loss from continuing operations

$
(0.27
)

$
(0.35
)Loss from discontinued operations, net of tax






(0.08
)Loss per Common Share  Assuming Dilution

$
(0.27
)

$
(0.43
)Weighted Average Shares OutstandingBasic


12,761,816



12,687,820Diluted


12,761,816



12,687,820    3




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
  March 31,


December 31,2010


2009(Unaudited)(In thousands, except shares and per share amounts)ASSETSCurrent AssetsCash and Cash Equivalents

$
1,329


$
1,198Accounts Receivable, Net


67,028



93,295Inventory


42,796



39,070Deferred Tax Asset


3,640



3,791Assets Held for Sale






3,531Prepaid Expenses and Other Current Assets


22,718



23,879Total Current Assets


137,511



164,764Properties, Net


525,481



521,068Investment in Equity Investees


4,484



4,522Other Assets


31,555



33,536Total Assets

$
699,031


$
723,890LIABILITIESCurrent LiabilitiesAccounts Payable

$
28,705


$
34,163Accrued Payroll and Fringe Benefits


11,486



18,283Deferred Revenue


13,201



13,928Accrued Claims and Insurance Premiums


12,459



16,947Accrued Interest


6,055



13,098Current Portion of Long Term Debt


114



114Customer Deposits


1,000



1,309Other Liabilities


27,089



31,825Total Current Liabilities


100,109



129,667Long Term Debt


356,749



345,419Pension and Post Retirement Liabilities


31,967



31,514Deferred Tax Liability


37,879



40,133Other Long Term Liabilities


6,385



6,567Total Liabilities


533,089



553,300STOCKHOLDERS EQUITYCommon stock; authorized 50,000,000 shares at $.01 par
    value;16,017,110 and 15,898,596 shares issued and outstanding as
    of March 31,2010 and December 31, 2009, respectively


160



159Treasury Stock 3,210,897 and 3,179,274 shares at March 31, 2010
    andDecember 31, 2009, respectively


(314,049
)


(313,328
)Other Capital


299,213



299,486Retained Earnings


180,382



183,862Accumulated Other Comprehensive Income


236



411Total Stockholders Equity


165,942



170,590Total Liabilities and Stockholders Equity

$
699,031


$
723,890    4




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  CONDENSED CONSOLIDATED STATEMENT OF CASH
    FLOWS
  Quarter Ended March 31,2010


2009(Unaudited)(In thousands)OPERATING ACTIVITIESNet Loss

$
(3,480
)

$
(5,458
)Adjustments to Reconcile Net Loss to Net CashProvided by Operating Activities:Depreciation and Amortization


11,999



13,540Debt Issuance Cost Amortization


1,326



2,203Deferred Taxes


(2,091
)


(875
)Gain on Property Dispositions/Impairment of Assets Held for Sale


(3,871
)


(2,145
)Share-Based Compensation


107



2,906Other Operating Activities


744



424Changes in Operating Assets and Liabilities:Accounts Receivable


23,965



45,934Inventory


(3,500
)


(396
)Other Current Assets


1,221



1,877Accounts Payable


(2,038
)


(22,831
)Accrued Interest


(6,981
)


2,208Other Current Liabilities


(17,131
)


(12,277
)Net Cash Provided by Operating Activities


270



25,110INVESTING ACTIVITIESProperty Additions


(15,554
)


(8,422
)Proceeds from Property Dispositions


7,208



3,552Proceeds from Government Grant


2,302



Other Investing Activities


(303
)


(1,230
)Net Cash Used in Investing Activities


(6,347
)


(6,100
)FINANCING ACTIVITIESRevolving Credit Facility Borrowings


11,035



13,150Bank Overdrafts on Operating Accounts


(3,421
)


(6,988
)Debt Issue Costs


(107
)


(21,181
)Tax Expense of Share-Based Compensation


(589
)


(1,847
)Exercise of Stock Options


211



Acquisition of Treasury Stock


(721
)


(374
)Other Financing Activities


(200
)


Net Cash Provided by (Used in) Financing Activities


6,208



(17,240
)Net Increase in Cash and Cash Equivalents


131



1,770Cash and Cash Equivalents at Beginning of Period


1,198



1,217Cash and Cash Equivalents at End of Period

$
1,329


$
2,987    5




---



##### 



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


Treasury


Other


Retained


ComprehensiveShares


Amount


Stock


Capital


Earnings


Income (Loss)


Total(Unaudited)(Shares and dollars in thousands)Balance at December 31, 2009


12,719


$
159


$
(313,328
)

$
299,486


$
183,862


$
411


$
170,590Share-based Compensation














107











107Tax Expense of Share-based Compensation














(589
)










(589
)Exercise of Stock Options














211











211Issuance of Restricted Stock Units and Performances Shares


119



1







(1
)










Acquisition of Treasury Stock


(32
)






(721
)














(721
)Comprehensive Loss:Net Loss


















(3,480
)






(3,480
)Net change in fuel swaps designated as cash flow hedging
    instrument, net of tax






















(175
)


(175
)Other














(1
)










(1
)Total Comprehensive Loss





$



$



$
(1
)

$
(3,480
)

$
(175
)

$
(3,656
)Balance at March 31, 2010


12,806


$
160


$
(314,049
)

$
299,213


$
180,382


$
236


$
165,942    6




---



##### 



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




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    (Continued)
    No. 2009-01,
    No. 2009-05,
  No. 2010-06,
  Form 10-K
   8




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    (Continued)
  Note 2.
    Stockholders
    Equity  one-for-four
      March 31,


Dec. 31,2010


2009Minimum pension liability, net of $2,847 tax benefit

$
(4,748
)

$
(4,748
)Minimum post retirement liability, net of $1,745 tax provision


2,909



2,909Gain on fuel hedge, net of tax provision of $1,628 and $1,791,
    respectively.


2,075



2,250$
236


$
411   Note 3.
    Earnings
    Per Share      performance-to-date
 9




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    (Continued)
    Quarter Ended March 31,2010


2009Weighted average common shares outstanding (used to calculate
    basic earnings per share)


12,761,816



12,687,820Shares if all dilutive potential common shares outstanding
    during the period were exercised(1)






Shares used to calculate diluted EPS


12,761,816



12,687,820     (1)
    
    Due to strike prices in excess of market, 250,000 and 151,000
    non-qualified stock options are anti-dilutive in 2010 and 2009,
    respectively.  Note 4.
    Debt  March 31,


December 31,2010


2009Revolving Credit Facility

$
165,553


$
154,5182017 Senior Notes


200,000



200,000Less Original Issue Discount


(8,804
)


(9,099
)Elliott Bay Note


114



114Total Debt


356,863



345,533Less Current Portion of Long Term Debt


114



114Long Term Debt

$
356,749


$
345,419        10




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    (Continued)
            Note 5.
    Inventory    March 31,


December 31,2010


2009Raw Materials

$
9,152


$
5,142Work in Process


10,887



12,230Parts and Supplies


22,757



21,698$
42,796


$
39,070   Note 6.
    Income
    Taxes     11




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    (Continued)
  Note 7.
    Employee
    Benefit Plans    Quarter EndedMarch 31,2010


2009Pension Components:Service cost

$
1,200


$
1,342Interest cost


2,590



2,486Expected return on plan assets


(3,130
)


(3,095
)Amortization of unrecognized losses


15



14Net periodic benefit cost

$
675


$
747Post-retirement Components:Service cost

$
5


$
5Interest cost


87



104Amortization of net gain


(270
)


(184
)Adjustment for prior benefit payment overstatement






27Net periodic benefit cost

$
(178
)

$
(48
)   Note 8.
    Business
    Segments    Form 10-K
 12




---



##### 



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


All Other


IntersegmentTransportation


Manufacturing


Segments(1)


Eliminations


TotalQuarter Ended March 31, 2010Total revenue

$
135,064


$
25,485


$
1,932


$
(14,185
)

$
148,296Intersegment revenues


142



14,043







(14,185
)


Revenue from external customers


134,922



11,442



1,932







148,296Operating expenseMaterials, supplies and other


49,821















49,821Rent


5,238















5,238Labor and fringe benefits


29,039















29,039Fuel


27,887















27,887Depreciation and amortization


11,074















11,074Taxes, other than income taxes


3,118















3,118Gain on disposition of equipment


(3,871
)














(3,871
)Cost of goods sold






10,532



746







11,278Total cost of sales


122,306



10,532



746







133,584Selling, general & administrative


9,807



664



1,149







11,620Total operating expenses


132,113



11,196



1,895







145,204Operating income

$
2,809


$
246


$
37


$



$
3,092   Reportable Segments


All Other


IntersegmentTransportation


Manufacturing


Segments(1)


Eliminations


TotalQuarter ended March 31, 2009Total revenue

$
155,487


$
36,868


$
2,049


$
(1,699
)

$
192,705Intersegment revenues






1,634



65



(1,699
)


Revenue from external customers


155,487



35,234



1,984







192,705Operating expenseMaterials, supplies and other


56,823















56,823Rent


5,575















5,575Labor and fringe benefits


31,153















31,153Fuel


32,316















32,316Depreciation and amortization


12,135















12,135Taxes, other than income taxes


3,511















3,511Gain on disposition of equipment


(2,104
)














(2,104
)Cost of goods sold






30,436



657







31,093Total cost of sales


139,409



30,436



657







170,502Selling, general & administrative


19,435



672



1,206







21,313Total operating expenses


158,844



31,108



1,863







191,815Operating (loss) income

$
(3,357
)

$
4,126


$
121


$



$
890     (1)
    
    Financial data for segments below the reporting thresholds is
    attributable to a segment that provides architectural design
    services that was acquired in the fourth quarter 2007. 13




---



##### 



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

3/31/2010

Assets (Level 1)Fuel Price Swaps

$
4,344


$
4,344     Gallons


DollarsFuel Price Swaps at December 31, 2009


17,928


$
4,7791st Quarter 2009 Fuel Hedge Expense


(5,302
)


(981
)1st Quarter 2009 Changes


3,001



546Fuel Price Swaps at March 31, 2010


15,627


$
4,344   Note 10.
    Contingencies     14




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    (Continued)
        District 12-Local
  Note 11.
    Exit
    Activities    Note 12.
    Share-Based
    Compensation   15




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    (Continued)
    Note 13.
    Acquisitions
    and Dispositions      Number ofAmount


BoatsBalance at January 1, 2009

$
4,577



121st Quarter 2009 Sales


(908
)


(2
)2nd Quarter 2009 Returned to Service


(325
)


(1
)3rd Quarter 2009 Additions to Held for Sale


752



103rd Quarter 2009 Returned to Service


(1,874
)


(4
)4th Quarter 2009 Additions to Held for Sale


1,726



24th Quarter 2009 Sales


(417
)


(4
)Balance at December 31, 2009


3,531



131st Quarter 2010 Sales


(2,838
)


(12
)1st Quarter 2010 Returned to Service


(693
)


(1
)Balance at March 31, 2010

$




  16




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    (Continued)
  Note 14.
    Debtor
    Guarantor Financial Statements    Combining
    Statement of Operations for the Quarter Ended March 31,
    2010
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(Unaudited)(In thousands)RevenuesTransportation and Services

$



$



$
134,922


$
1,932


$



$
136,854Manufacturing










11,442











11,442Revenues










146,364



1,932







148,296Cost of SalesTransportation and Services










122,306



746







123,052Manufacturing










10,532











10,532Cost of Sales










132,838



746







133,584Gross Profit










13,526



1,186







14,712Selling, General and Administrative Expenses






107



10,364



1,149







11,620Operating (Loss) Income






(107
)


3,162



37







3,092Other Expense (Income)Interest Expense






6,726



3,127











9,853Other, Net


3,480



(126
)


(55
)






(3,353
)


(54
)Other Expense


3,480



6,600



3,072







(3,353
)


9,799(Loss) Income from Continuing OperationsBefore Taxes


(3,480
)


(6,707
)


90



37



3,353



(6,707
)Income Tax Benefit






(3,227
)














(3,227
)(Loss) Income from Continuing Operations


(3,480
)


(3,480
)


90



37



3,353



(3,480
)Discontinued Operations , Net of Tax






















Net (Loss) Income

$
(3,480
)

$
(3,480
)

$
90


$
37


$
3,353


$
(3,480
)  17




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    (Continued)
  Combining
    Statement of Operations for the Quarter Ended March 31,
    2009
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(Unaudited)(In thousands)RevenuesTransportation and Services

$



$



$
155,487


$
2,049


$
(65
)

$
157,471Manufacturing










35,234











35,234Revenues










190,721



2,049



(65
)


192,705Cost of SalesTransportation and Services










139,409



722



(65
)


140,066Manufacturing










30,436











30,436Cost of Sales










169,845



722



(65
)


170,502Gross Profit










20,876



1,327







22,203Selling, General and Administrative Expenses






79



20,028



1,206







21,313Operating (Loss) Income






(79
)


848



121







890Other Expense (Income)Interest Expense










8,531











8,531Debt Retirement Expenses






















Other, Net


5,458



8,904



(273
)


(1
)


(14,364
)


(276
)Other Expense


5,458



8,904



8,258



(1
)


(14,364
)


8,255(Loss) Income from Continuing Operations Before Taxes


(5,458
)


(8,983
)


(7,410
)


122



14,364



(7,365
)Income Tax (Benefit)






(2,912
)






21







(2,891
)(Loss) Income from Continuing Operations


(5,458
)


(6,071
)


(7,410
)


101



14,364



(4,474
)Discontinued Operations, Net of Tax






613







(1,597
)






(984
)Net Loss

$
(5,458
)

$
(5,458
)

$
(7,410
)

$
(1,496
)

$
14,364


$
(5,458
)  18




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    (Continued)
  Combining
    Balance Sheet at March 31, 2010
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


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

$



$



$
875


$
454


$



$
1,329Accounts Receivable, Net


(37,754
)


105,617



(9,521
)


8,686







67,028Inventory










42,796











42,796Deferred Tax Asset






3,640















3,640Assets Held for Sale






















Prepaid Expense and Other Current Assets










22,527



191







22,718Total Current Assets


(37,754
)


109,257



56,677



9,331







137,511Properties, Net










525,247



234







525,481Investment in Subsidiaries


203,696



322,705



1,695







(528,096
)


Investment in Equity Investees










4,484











4,484Other Assets






5,323



22,104



4,128







31,555Total Assets

$
165,942


$
437,285


$
610,207


$
13,693


$
(528,096
)

$
699,031LIABILITIESCurrent LiabilitiesAccounts Payable

$



$
1


$
28,631


$
73


$



$
28,705Accrued Payroll and Fringe Benefits










10,903



583







11,486Deferred Revenue










13,201











13,201Accrued Claims and Insurance Premiums










12,459











12,459Accrued Interest






5,208



847











6,055Current Portion of Long Term Debt














114







114Customer Deposits










1,000











1,000Other Liabilities






(695
)


27,741



43







27,089Total Current Liabilities






4,514



94,782



813







100,109Long Term Debt






191,196



165,553











356,749Pension and Post Retirement Liabilities










31,967











31,967Deferred Tax Liability






37,879















37,879Other Long Term Liabilities










6,372



13







6,385Total Liabilities






233,589



298,674



826







533,089STOCKHOLDERS EQUITYCommon stock


160



















160Treasury Stock


(314,049
)


















(314,049
)Other Capital


299,213



23,078



1,608



25,747



(50,433
)


299,213Retained Earnings


180,382



180,382



309,163



(12,880
)


(476,665
)


180,382Accumulated Other Comprehensive Income


236



236



762







(998
)


236Total Stockholders Equity


165,942



203,696



311,533



12,867



(528,096
)


165,942Total Liabilities and Stockholders Equity

$
165,942


$
437,285


$
610,207


$
13,693


$
(528,096
)

$
699,031  19




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    (Continued)
  Combining
    Balance Sheet at December 31, 2009
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


Totals(In thousands)ASSETSCurrent AssetsCash and Cash Equivalents

$



$



$
940


$
258


$



$
1,198Accounts Receivable, Net


(37,351
)


118,850



1,932



9,864







93,295Inventory










39,070











39,070Deferred Tax Asset






3,791















3,791Assets Held for Sale










3,531











3,531Prepaid Expense and Other Current Assets






(1
)


23,673



207







23,879Total Current Assets


(37,351
)


122,640



69,146



10,329







164,764Properties, Net










520,825



243







521,068Investment in Subsidiaries


207,941



322,917



1,694







(532,552
)


Investment in Equity Investees










4,522











4,522Other Assets






5,399



23,971



4,166







33,536Total Assets

$
170,590


$
450,956


$
620,158


$
14,738


$
(532,552
)

$
723,890LIABILITIESCurrent LiabilitiesAccounts Payable

$



$
16


$
33,424


$
723


$



$
34,163Accrued Payroll and Fringe Benefits










17,331



952







18,283Deferred Revenue










13,928











13,928Accrued Claims and Insurance Premiums










16,947











16,947Accrued Interest






12,014



1,084











13,098Current Portion of Long Term Debt














114







114Customer Deposits










1,309











1,309Other Liabilities






(49
)


31,768



106







31,825Total Current Liabilities






11,981



115,791



1,895







129,667Long Term Debt






190,901



154,518











345,419Pension and Post Retirement Liabilities










31,514











31,514Deferred Tax Liability






40,133















40,133Other Long Term Liabilities










6,554



13







6,567Total Liabilities






243,015



308,377



1,908







553,300STOCKHOLDERS EQUITYCommon stock


159



















159Treasury Stock


(313,328
)


















(313,328
)Other Capital


299,486



23,668



1,607



25,747



(51,022
)


299,486Retained Earnings


183,862



183,862



309,074



(12,917
)


(480,019
)


183,862Accumulated Other Comprehensive Income


411



411



1,100







(1,511
)


411Total Stockholders Equity


170,590



207,941



311,781



12,830



(532,552
)


170,590Total Liabilities and Stockholders Equity

$
170,590


$
450,956


$
620,158


$
14,738


$
(532,552
)

$
723,890  20




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    (Continued)
  Combining
    Statement of Cash Flows for the Quarter Ended March 31,
    2010
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


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

$
(3,480
)

$
(3,480
)

$
90


$
37


$
3,353


$
(3,480
)Adjustments to Reconcile Net (Loss) Income to Net CashProvided by (Used in) Operating Activities:Depreciation and Amortization










11,915



84







11,999Debt Issuance Cost Amortization






477



849











1,326Deferred Taxes






(2,091
)














(2,091
)Gain on Property Dispositions










(3,871
)










(3,871
)Share Based Compensation










99



8







107Net (Loss) Income of Subsidiaries


3,480



(127
)










(3,353
)


Other Operating Activities










744











744Changes in Operating Assets and LiabilitiesAccounts Receivable, Net


510



13,233



9,072



1,150







23,965Inventory










(3,500
)










(3,500
)Other Current Assets






150



1,056



15







1,221Accounts Payable






(15
)


(1,373
)


(650
)






(2,038
)Accrued Interest






(6,805
)


(176
)










(6,981
)Other Current Liabilities






(646
)


(16,052
)


(433
)






(17,131
)Net Cash Provided by (Used in) Operating Activities


510



696



(1,147
)


211







270INVESTING ACTIVITIES:Property Additions










(15,539
)


(15
)






(15,554
)Proceeds from Property Dispositions










7,208











7,208Proceeds from Government Grant










2,302











2,302Other Investing Activities










(303
)










(303
)Net Cash Used by Investing Activities










(6,332
)


(15
)






(6,347
)FINANCING ACTIVITIES:Revolving Credit Facility Borrowings










11,035











11,035Bank Overdrafts on Operating Accounts










(3,421
)










(3,421
)Debt Issue Costs






(107
)














(107
)Tax Expense of Share-Based Compensation






(589
)














(589
)Exercise of Stock Options


211



















211Acquisition of Treasury Stock


(721
)


















(721
)







(200
)










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


(510
)


(696
)


7,414











6,208Net (Decrease) Increase in Cash and Cash Equivalents










(65
)


196







131Cash and Cash Equivalents at Beginning of Period










940



258







1,198Cash and Cash Equivalents at End of Period

$



$



$
875


$
454


$



$
1,329  21




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    (Continued)
  Combining
    Statement of Cash Flows for the Quarter Ended March 31,
    2009
  Parent





Subsidiary


Non-





CombinedGuarantor


Issuer


Guarantors


Guarantors


Eliminations


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

$
(5,458
)

$
(5,458
)

$
(7,410
)

$
(1,496
)

$
14,364


$
(5,458
)Adjustments to Reconcile Net Loss to Net CashProvided by Operating Activities:Depreciation and Amortization










13,001



539







13,540Debt Issuance Cost Amortization










2,203











2,203Deferred Taxes






(875
)














(875
)Gain on Property Dispositions/Impairment of Assets Held for Sale










(2,145
)










(2,145
)Share Based Compensation










2,796



110







2,906Net (Loss) Income from Subsidiaries


5,458



7,309



1,597







(14,364
)


Other Operating Activities










424











424Changes in Operating Assets and LiabilitiesAccounts Receivable, Net


374



1,642



36,007



7,911







45,934Inventory










(396
)










(396
)Other Current Assets






(636
)


2,771



(258
)






1,877Accounts Payable










(17,190
)


(5,641
)






(22,831
)Accrued Interest










2,250



(42
)






2,208Other Current Liabilities






(135
)


(11,126
)


(1,016
)






(12,277
)Net Cash Provided by Operating Activities


374



1,847



22,782



107







25,110INVESTING ACTIVITIES:Property Additions










(8,426
)


4







(8,422
)Proceeds from Property Dispositions










3,552











3,552Other Investing Activities










(1,230
)










(1,230
)Net Cash Used in Investing Activities










(6,104
)


4







(6,100
)FINANCING ACTIVITIES:Current Revolving Credit Facility Borrowings










13,150











13,150Bank Overdrafts on Operating Accounts










(6,988
)










(6,988
)Debt Amendment Fees










(21,181
)










(21,181
)Tax Expense of Share-Based Compensation






(1,847
)














(1,847
)Acquisition of Treasury Stock


(374
)


















(374
)Net Cash Used in Financing Activities


(374
)


(1,847
)


(15,019
)










(17,240
)Net Increase in Cash and Cash Equivalents










1,659



111







1,770Cash and Cash Equivalents at Beginning of Period










704



513







1,217Cash and Cash Equivalents at End of Period

$



$



$
2,363


$
624


$



$
2,987  22




---



##### 



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS (MD&A)  This MD&A includes certain forward-looking
    statements that involve many risks and uncertainties. When
    used, words such as anticipate, expect,
    believe, intend, may be,
    will be and similar words or phrases, or the
    negative thereof, unless the context requires otherwise, are
    intended to identify forward-looking statements. These
    forward-looking statements are based on managements
    present expectations and beliefs about future events. As with
    any projection or forecast, these statements are inherently
    susceptible to uncertainty and changes in circumstances. The
    Company is under no obligation to, and expressly disclaims any
    obligation to, update or alter its forward-looking statements
    whether as a result of such changes, new information, subsequent
    events or otherwise.
  See the risk factors included in Item 1A of this report
    for a detailed discussion of important factors that could cause
    actual results to differ materially from those reflected in such
    forward-looking statements. The potential for actual results to
    differ materially from such forward-looking statements should be
    considered in evaluating our outlook.
  INTRODUCTION
    Overview.
  Results of Operations.
  Liquidity and Capital Resources.
  Changes in Accounting Standards.
  Critical Accounting Policies. Form 10-K
  Quantitative and Qualitative Disclosures about Market
    Risk. Form 10-K
  OVERVIEW
  Our
    Business
   23




---



##### 



The
    Industry
  Transportation Industry:
  TOP 5
    CARRIERS BY FLEET SIZE 
    (as of December 31, 2009)
  Number of

Total

Average AgeOperator

Barges

Share

(Yrs.)Dry Cargo BargesIngram Barge Company


3,784



21.6
%


15.2AEP River Operations


2,984



17.1
%


10.7American Commercial Lines LLC


2,149



12.3
%


21.7American River Transportation Co.


1,673



9.6
%


22.8SCF Marine, Inc.


1,092



6.2
%


13.6Top Five Total


11,682



66.8
%


16.2Other


5,816



33.2
%


13.8Industry Total


17,498







15.4Liquid Cargo BargesKirby Inland Marine, LP


863



28.7
%


22.6American Commercial Lines LLC


361



12.0
%


21.7Canal Barge Co., Inc.


222



7.4
%


10.3Florida Marine Transporters


188



6.2
%


5.5Marathon Oil Company


181



6.0
%


12.1Top Five Total


1,815



60.3
%


18.1Other


1,194



39.7
%


20.4Industry Total


3,009







19.0   Source:
 24




---



##### 



ton-miles,
  
  Source:
 25




---



##### 



The Manufacturing Industry:
  Consolidated
    Financial Overview
              Segment
    Overview
    Transportation
      ton-miles
 26




---



##### 



ton-miles, ton-miles
        ton-miles ton-miles ton-miles
  Revenue
    Mix Change ($ in millions) 1Q 2010, 1Q 2009, 1Q 2008
  
     27




---



##### 



ton-mile ton-miles ton-mile
    quarter-over-quarter ton-miles net-of-hedge-impact
    Key
    operating statistics
  Three


% Change toMonths Ended


Prior Year QuarterMarch 31, 2010


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


6,308,925



(19.1
)%Total liquid


483,752



20.1
%Total affreightment
    ton-miles


6,792,677



(17.2
)%Total non-affreightment
    ton-miles


676,071



(9.8
)%Total
    ton-miles


7,468,748



(16.5
)%Average
    ton-miles
    per affreightment barge


3,208



(4.0
)%Rates per ton mile:Dry rate per
    ton-mile






6.3
%Fuel neutral dry rate per
    ton-mile






4.4
%Liquid rate per
    ton-mile






(10.7
)%Fuel neutral liquid rate per-ton mile






(13.0
)%Overall rate per
    ton-mile

$
13.80



7.1
%Overall fuel neutral rate per
    ton-mile

$
13.53



5.1
%Revenue per average barge operated

$
53,947



(9.2
)%Fuel price and volume data:Fuel price

$
2.07



4.4
%Fuel gallons


13,483



(17.3
)% 28




---



##### 



Three


% Change toMonths Ended


Prior Year QuarterMarch 31, 2010


Increase (Decrease)Revenue data (in thousands):Affreightment revenue

$
93,590



(11.4
)%Towing


8,371



(31.6
)%Charter and day rate


16,242



(1.2
)%Demurrage


9,653



(32.4
)%Other


7,066



1.7
%Total non-affreightment revenue


41,332



(17.2
)%Total transportation segment revenue

$
134,922



(13.2
)%     Barge
    Fleet Changes
  Current Quarter

Dry

Tankers

TotalBarges operated as of the end of the 4th qtr of 2009


2,149



361



2,510Retired


(31
)


(15
)


(46
)New builds


33







33Change in number of barges leased


(5
)






(5
)Barges operated as of the end of the 1st qtr of 2010


2,146



346



2,492     Owned
    Boat Counts and Average Age by Horsepower Class
  AverageHorsepower Class

Number

Age1950 or less


36



31.9Less than 4300


21



34.2Less than 6200


43



35.37000 or over


11



31.5Total/overall age


111



33.6       year-over-year ton-mile ton-miles,
 29




---



##### 



Manufacturing
      Manufacturing
    Segment Units Produced for External Sales or Internal
    Use
  Quarters EndedMarch 31,2010

2009External sales:Liquid tank barges


3



11Ocean tank barges


1



Total external units sold


4



11Internal sales:Liquid tank barges






1Dry cargo barges


33



Total units into production


33



1Total units produced


37



12  30




---



##### 



Consolidated
    Financial Overview  Non-GAAP Financial Measure
    Reconciliation
  NET
    INCOME TO EBITDA RECONCILIATION
  Quarter Ended March 31,2010


2009(Dollars in thousands)(Unaudited)Net Loss from Continuing Operations

$
(3,480
)

$
(4,474
)Discontinued Operations, Net of Income Taxes






(984
)Consolidated Net Loss

$
(3,480
)

$
(5,458
)Adjustments from Continuing Operations:Interest Income


(1
)


(6
)Interest Expense


9,853



8,531Depreciation and Amortization


11,999



13,084Taxes


(3,227
)


(2,891
)Adjustments from Discontinued Operations:Interest Income






(1
)Interest Expense






10Depreciation and Amortization






456Taxes






(613
)EBITDA from Continuing Operations


15,144



14,244EBITDA from Discontinued Operations






(1,132
)Consolidated EBITDA

$
15,144


$
13,112EBITDA from Continuing Operations by Segment:Transportation Net Loss

$
(3,745
)

$
(8,727
)Interest Income


(1
)


(6
)Interest Expense


9,853



8,531Depreciation and Amortization


11,074



12,135Taxes


(3,227
)


(2,912
)Transportation EBITDA

$
13,954


$
9,021Manufacturing Net Income

$
228


$
4,152Depreciation and Amortization


841



866Total Manufacturing EBITDA


1,069



5,018Intersegment Profit






External Manufacturing EBITDA

$
1,069


$
5,018   NET
    INCOME TO EBITDA RECONCILIATION
   31




---



##### 



Outlook
                   32




---



##### 



Transportation:
           33




---



##### 



ton-mile
         34




---



##### 



Manufacturing:
         35




---



##### 



OPERATING
    RESULTS by BUSINESS SEGMENT
    Quarter Ended March 31, 2010 as compared with Quarter Ended
    March 31, 2009
  % of ConsolidatedRevenueQuarter Ended March 31,





1st Quarter2010


2009


Variance


2010


2009(Dollars in thousands except where noted)(Unaudited)REVENUETransportation and Services

$
136,854


$
157,471


$
(20,617
)


92.3
%


81.7
%Manufacturing (external and internal)


25,485



36,868



(11,383
)


17.2
%


19.1
%Intersegment manufacturing elimination


(14,043
)


(1,634
)


(12,409
)


(9.5
)%


(0.8
)%Consolidated Revenue


148,296



192,705



(44,409
)


100.0
%


100.0
%OPERATING EXPENSETransportation and Services


134,008



160,707



(26,699
)Manufacturing (external and internal)


25,239



32,742



(7,503
)Intersegment manufacturing elimination


(14,043
)


(1,634
)


(12,409
)Consolidated Operating Expense


145,204



191,815



(46,611
)


97.9
%


99.5
%OPERATING INCOMETransportation and Services


2,846



(3,236
)


6,082Manufacturing (external and internal)


246



4,126



(3,880
)Intersegment manufacturing elimination










Consolidated Operating Income


3,092



890



2,202



2.1
%


0.5
%Interest Expense


9,853



8,531



1,322Other Expense (Income)


(54
)


(276
)


222Loss Before Income Taxes


(6,707
)


(7,365
)


658Income Tax Benefit


(3,227
)


(2,891
)


(336
)Discontinued Operations






(984
)


984Net Loss

$
(3,480
)

$
(5,458
)

$
1,978Domestic Barges Operated (average of period beginning and end)


2,501



2,616



(115
)Revenue per Barge Operated (Actual)

$
53,947


$
59,437


$
(5,490
)   RESULTS
    OF OPERATIONS
  Quarter
    ended March 31, 2010 comparison to quarter ended
    March 31, 2009
  Revenue.
  ton-miles
 36




---



##### 



Operating Expense.
  quarter-over-quarter
    Operating Income.
    Interest Expense.
  Income Tax Expense.
  Net Income (Loss).
 37




---



##### 



LIQUIDITY
    AND CAPITAL RESOURCES
                  Our
    Indebtedness
   38




---



##### 



Net
    Cash, Capital Expenditures and Cash Flow
          CHANGES
    IN ACCOUNTING STANDARDS
    No. 2009-01,
 39




---



##### 



No. 2009-05,
  No. 2010-06,
  CRITICAL
    ACCOUNTING POLICIES
  percentage-of-completion
  Form 10-K
  Form 10-Q Regulation S-X.
  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
   40




---



##### 



Fuel
    Price Risk
    Interest
    Rate and Other Risks
    Foreign
    Currency Exchange Rate Risks
    ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    ITEM 4.
    CONTROLS
    AND PROCEDURES  Evaluation of Disclosure Controls and
    Procedures.
 41




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Rule 13a-15(b) 15d-15(b)).
  Changes in Internal Control over Financial
    Reporting. Rules 13a-15(f) 15d-15(f)
 PART II 
    OTHER INFORMATION ITEM 1.
    LEGAL
    PROCEEDINGS    Environmental
    and Other Litigation
    Collision Incident, Mile Marker 97 of the Mississippi
    River. No. 08-4012, No. 08-4007, No. 09-cv-04494
   42




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08-4156,
      Barge Cleaning Facilities, Port Arthur,
    Texas.
 43




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Bulk Terminals Site, Louisville,
    Kentucky.
  Pulvair Site Group, Tennessee.
  ITEM 1A.
    RISK
    FACTORS    RISKS
    RELATED TO OUR INDUSTRY
  The
    global economic crisis which began in 2008 is likely to continue
    to have detrimental impacts on our business.
    Potential recession impacts
  Credit availability to our customers and
    suppliers
  Market risk
  Freight
    transportation rates for the Inland Waterways fluctuate from
    time to time and may decrease.
  season-to-season year-to-year.
 44




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quarter-to-quarter year-to-year. year-to-year
  An
    oversupply of barging capacity may lead to reductions in freight
    rates.
    Yields
    from North American and worldwide grain harvests could
    materially affect demand for our barging services.
    Diminishing
    demand for new barge construction may lead to a reduction in
    sales volume and prices for new barges.
   45




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Volatile
    steel prices may lead to a reduction in or delay of demand for
    new barge construction.
    Higher
    fuel prices, if not recouped from our customers, could
    dramatically increase operating expenses and adversely affect
    profitability.
  quarter-over-quarter year-over-year
  Our
    operating margins are impacted by certain low margin legacy
    contracts and by spot rate market volatility for grain volume
    and pricing.
    quarter-to-quarter year-to-year.
   46




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We are
    subject to adverse weather and river conditions, including
    marine accidents.
    Seasonal
    fluctuations in industry demand could adversely affect our
    operating results, cash flow and working capital
    requirements.
    The
    aging infrastructure on the Inland Waterways may lead to
    increased costs and disruptions in our operations.
   47




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The
    inland barge transportation industry is highly competitive;
    increased competition could adversely affect us.
    Global
    trade agreements, tariffs and subsidies could decrease the
    demand for imported and exported goods, adversely affecting the
    flow of import and export tonnage through the Port of New
    Orleans and other Gulf-coast ports and the demand for barging
    services.
    Our
    failure to comply with government regulations affecting the
    barging industry, or changes in these regulations, may cause us
    to incur significant expenses or affect our ability to
    operate.
  and/or
    Our
    maritime operations expose us to numerous legal and regulatory
    requirements, and violation of these regulations could result in
    criminal liability against us or our officers.
   48




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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.
    U.S.-citizen
  RISKS
    RELATED TO OUR BUSINESS
  We are
    named as a defendant in lawsuits and we are in receipt of other
    claims and we cannot predict the outcome of such litigation and
    claims which may result in the imposition of significant
    liability.
    We are
    facing significant litigation which may divert management
    attention and resources from our business.
    Our
    insurance may not be adequate to cover our losses.
   49




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Our
    aging fleet of dry cargo barges may lead to increased costs and
    disruptions in our operations.
    We
    have experienced work stoppages by union employees in the past,
    and future work stoppages may disrupt our services and adversely
    affect our operations.
    We may
    not ultimately be able to drive efficiency to the level to
    achieve our current forecast of tonnage without investing
    additional capital or incurring additional costs.
    Our
    cash flows and borrowing facilities may not be adequate for our
    additional capital needs and our future cash flow and capital
    resources may not be sufficient for payments of interest and
    principal of our substantial indebtedness.
   50




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A
    significant portion of our borrowings are tied to floating
    interest rates which may expose us to higher interest payments
    should interest rates increase substantially.
    The
    indenture and the Credit Facility impose significant operating
    and financial restrictions on our Company and our subsidiaries,
    which may prevent us from capitalizing on business
    opportunities.
    
    incur additional indebtedness or enter into sale and leaseback
    obligations;
    pay dividends or certain other distributions on our capital
    stock or repurchase our capital stock other than allowed under
    the indenture;
    make certain investments or other restricted payments;
    place restrictions on the ability of subsidiaries to pay
    dividends or make other payments to us;
    engage in transactions with stockholders or affiliates;
    sell certain assets or merge with or into other companies;
    guarantee indebtedness; and
    create liens.    We
    face the risk of breaching covenants in the Credit
    Facility.
   51




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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, could cause
    a significant loss of revenue and may adversely affect
    profitability.
    A
    major accident or casualty loss at any of our facilities or
    affecting free navigation of the Gulf or the Inland Waterways
    could significantly reduce production.
    A
    temporary or permanent closure of the river to barge traffic in
    the Chicago area in response to the threat of Asian carp
    migrating into the Great Lakes may have an adverse affect on
    operations in the area.
    Interruption
    or failure of our information technology and communications
    systems, or compliance with requirements related to controls
    over our information technology protocols, could impair our
    ability to effectively provide our services or increase our
    information technology costs and could damage our
    reputation.
    Many
    of our employees are covered by federal maritime laws that may
    subject us to job-related claims.
   52




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The
    loss of key personnel, including highly skilled and licensed
    vessel personnel, could adversely affect our
    business.
    Failure
    to comply with environmental, health and safety regulations
    could result in substantial penalties and changes to our
    operations.
  200-mile
 53




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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.
    ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS    Maximum Number (orTotal Number of

Approximate DollarShares (or Units)

Value) of SharesPurchased as Part

(or Units) That mayTotal Number of

Average Price

of Publicly

yet be PurchasedShares (or Units)

Paid per Share

Announced Plans

Under the Plans orPeriod

Purchased(1)

(or Unit)(2)

or Programs

ProgramsJanuary 1, 2010 - January 31, 2010


232



18.02



N/A



N/AFebruary 1, 2010 - February 28, 2010


11,283



22.44



N/A



N/AMarch 1, 2010 - March 31, 2010


20,108



23.04



N/A



N/ATotal


31,623     (1)
    
    Shares redeemed to satisfy employee tax requirements.(2)
    
    Reflects the weighted average fair market value per share
    redeemed.  ITEM 3.
    DEFAULTS
    UPON SENIOR SECURITIES    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    ITEM 5.
    OTHER
    INFORMATION    ITEM 6.
    EXHIBITS.  ExhibitNo.

Description31
.1

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

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

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

Certification by Thomas R. Pilholski, Senior Vice President and
    Chief Financial Officer, pursuant to 18 U.S.C.
    Section 1350.  54




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SIGNATURES      By:
    /s/  Michael
    P. Ryan     By:
    /s/  Thomas
    R. Pilholski       55




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INDEX TO
    EXHIBITS
  ExhibitNo.

Description31
.1*

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

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

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

Certification by Thomas R. Pilholski, Senior Vice President and
    Chief Financial Officer, pursuant to 18 U.S.C.
    Section 1350.     *
    
    Filed herein 56