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, 2009oro

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

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

(I.R.S. Employer
    Identification No.)1701 East Market Street
    Jeffersonville, Indiana

47130(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)
   þ o
   Regulation S-T o o
   Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

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, 2009
  TABLE OF
    CONTENTS
   
 PagePART I FINANCIAL INFORMATIONItem 1:


Financial Statements (unaudited)


3Condensed Consolidated Income Statements


3Condensed Consolidated Balance Sheets


4Condensed Consolidated Statements of Cash
    Flows


5Condensed Consolidated Statement of
    Stockholders Equity


6Notes to Condensed Consolidated Financial
    Statements


7Item 2:


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


18Item 3:


Quantitative and Qualitative Disclosures About
    Market Risk


41Item 4:


Controls and Procedures


41PART II OTHER INFORMATIONItem 1:


Legal Proceedings


41Item 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 INCOME STATEMENTS
  Quarter Ended March 31,2009


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

$
161,575


$
206,454Manufacturing


35,234



64,062Revenues


196,809



270,516Cost of SalesTransportation and Services


144,340



181,038Manufacturing


30,436



59,845Cost of Sales


174,776



240,883Gross Profit


22,033



29,633Selling, General and Administrative Expenses


22,733



20,073Operating (Loss) Income


(700
)


9,560Other Expense (Income)Interest Expense


8,541



6,732Other, Net


(279
)


(850
)Other Expenses


8,262



5,882(Loss) Income from Continuing Operations Before Taxes


(8,962
)


3,678Income Taxes (Benefit)


(3,504
)


1,375(Loss) Income from Continuing Operations


(5,458
)


2,303Discontinued Operations, Net of Tax






12Net (Loss) Income

$
(5,458
)

$
2,315Basic (Loss) Earnings Per Common Share:(Loss) Income from continuing operations

$
(0.11
)

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






Basic (Loss) Earnings Per Common Share

$
(0.11
)

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

$
(0.11
)

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






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

$
(0.11
)

$
0.05Weighted Average Shares OutstandingBasic


50,750,616



50,078,434Diluted


50,750,616



50,924,915    3




---



##### 



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


December 31,2009


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

$
2,987


$
1,217Accounts Receivable, Net


92,762



138,695Inventory


70,189



69,635Deferred Tax Asset


5,809



5,173Assets Held for Sale


3,669



4,577Prepaid and Other Current Assets


36,174



39,002Total Current Assets


211,590



258,299Properties, Net


549,685



554,580Investment in Equity Investees


4,256



4,039Other Assets


41,791



22,333Total Assets

$
807,322


$
839,251LIABILITIESCurrent LiabilitiesAccounts Payable

$
37,900


$
67,719Accrued Payroll and Fringe Benefits


16,748



25,179Deferred Revenue


12,524



13,986Accrued Claims and Insurance Premiums


22,547



22,819Accrued Interest


3,445



1,237Current Portion of Long Term Debt


970



1,420Customer Deposits


5,415



6,682Other Liabilities


39,574



43,522Total Current Liabilities


139,123



182,564Long Term Debt


431,700



418,550Pension and Post Retirement Liabilities


44,748



44,140Deferred Tax Liability


30,905



30,389Other Long Term Liabilities


4,749



4,899Total Liabilities


651,225



680,542STOCKHOLDERS EQUITYCommon stock; authorized 125,000,000 shares at
    $.01 par value; 63,550,260 and 63,254,986 shares
    issued and outstanding as of March 31, 2009 and
    December 31, 2008, respectively


636



633Treasury Stock 12,703,263 and 12,603,626 shares at
    March 31, 2009 and December 31, 2008, respectively


(313,260
)


(312,886
)Other Capital


294,074



293,018Retained Earnings


190,461



195,920Accumulated Other Comprehensive Loss


(15,814
)


(17,976
)Total Stockholders Equity


156,097



158,709Total Liabilities and Stockholders Equity

$
807,322


$
839,251    4




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
 CONDENSED
    CONSOLIDATED STATEMENT OF CASH FLOWS  Quarter Ended March 31,2009


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

$
(5,458
)

$
2,315Adjustments to Reconcile Net (Loss) Income to Net Cash Provided
    by (Used in) Operating Activities:Depreciation and Amortization


13,540



12,646Debt Issuance Cost Amortization


2,203



196Deferred Taxes


(875
)


4,246Gain on Property Dispositions


(2,145
)


(347
)Share-Based Compensation


2,906



1,977Other Operating Activities


424



547Changes in Operating Assets and Liabilities:Accounts Receivable


45,934



(10,029
)Inventory


(396
)


(25,113
)Accrued Interest


2,208



161Other Current Assets


1,877



(3,424
)Accounts Payable


(22,831
)


(1,349
)Other Current Liabilities


(12,277
)


9,889Net Cash Provided by (Used in) Operating Activities


25,110



(8,285
)INVESTING ACTIVITIESProperty Additions


(8,422
)


(12,075
)Investment in Summit Contracting






(8,462
)Proceeds from Property Dispositions


3,552



556Other Investing Activities


(1,230
)


(354
)Net Cash Used in Investing Activities


(6,100
)


(20,335
)FINANCING ACTIVITIESRevolving Credit Facility Borrowings


13,150



33,850Outstanding Checks


(6,988
)


(1,798
)Debt Amendment Fees


(21,181
)


(981
)Tax (Expense) Benefit of Share-Based Compensation


(1,847
)


1,722Exercise of Stock Options






605Acquisition of Treasury Stock


(374
)


(2,940
)Net Cash (Used in) Provided by Financing Activities


(17,240
)


30,458Net Increase in Cash and Cash Equivalents


1,770



1,838Cash and Cash Equivalents at Beginning of Period


1,217



5,021Cash and Cash Equivalents at End of Period

$
2,987


$
6,859    5




---



##### 



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


Treasury


Other


Retained


ComprehensiveShares


Amount


Stock


Capital


Earnings


(Loss)


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


50,651


$
633


$
(312,886
)

$
293,018


$
195,920


$
(17,976
)

$
158,709Amortization of Restricted Stock, Stock Options, Performance
    Shares and Restricted Stock Units














2,906











2,906Tax (Expense) Benefit of Share-Based Compensation














(1,847
)










(1,847
)Issuance of Restricted Stock Units and Performances Shares


295



3







(3
)










Acquisition of Treasury Stock


(99
)






(374
)














(374
)Comprehensive Income:Net Loss


















(5,458
)






(5,458
)Unrealized gain on fuel swaps designated as cash flow hedging
    instrument, net of tax






















2,162



2,162Other


















(1
)






(1
)Total Comprehensive (Loss) Income





$



$



$



$
(5,459
)

$
2,162


$
(3,297
)Balance at March 31, 2009


50,847


$
636


$
(313,260
)

$
294,074


$
190,461


$
(15,814
)

$
156,097    6




---



##### 



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




---



##### 



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




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Form 10-K
    Note 2.
    Earnings
    Per Share       9




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Quarter EndedMarch 31,2009


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


50,750,616



50,078,434Shares if all dilutive potential common shares outstanding
    during the period were exercised(1)






846,481Shares used to calculate diluted EPS


50,750,616



50,924,915     (1)
    
    Due to strike prices in excess of market, 605,000 and 585,000
    non-qualified stock options are excluded as anti-dilutive in
    2009 and 2008, respectively.  Note 3.
    Debt  March 31,


December 31,2009


2008Revolving Credit Facility

$
431,700


$
418,550Elliott Bay Note


300



750Summit Contracting Note


670



670Total Debt


432,670



419,970Less Current Portion of Long Term Debt


970



1,420Long Term Debt

$
431,700


$
418,550      10




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Note 4.
    Inventory    March 31,


December 31,2009


2008Raw Materials

$
13,478


$
20,648Work in Process


32,861



21,359Parts and Supplies


23,850



27,628$
70,189


$
69,635   Note 5.
    Income
    Taxes       11




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 6.
    Employee
    Benefit Plans    Quarter EndedMarch 31,2009


2008Pension Components:Service cost

$
1,313


$
1,327Interest cost


2,525



2,356Expected return on plan assets


(3,138
)


(2,971
)Amortization of unrecognized losses


13



14Net periodic benefit cost

$
713


$
726Post-retirement Components:Service cost

$
10


$
27Interest cost


123



136Amortization of net gain


(108
)


(61
)Net periodic benefit cost

$
25


$
102     Note 7.
    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, 2009Total revenue

$
155,590


$
36,868


$
6,159


$
(1,808
)

$
196,809Intersegment revenues


103



1,634



71



(1,808
)


Revenue from external customers


155,487



35,234



6,088







196,809Operating 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



4,931







35,367Total cost of sales


139,409



30,436



4,931







174,776Selling, general & administrative


19,435



672



2,626







22,733Total operating expenses


158,844



31,108



7,557







197,509Operating (loss) income

$
(3,357
)

$
4,126


$
(1,469
)

$



$
(700
)   Reportable Segments


All Other


IntersegmentTransportation


Manufacturing


Segments(1)


Eliminations


TotalQuarter ended March 31, 2008Total revenue

$
204,937


$
64,553


$
1,930


$
(904
)

$
270,516Intersegment revenues


116



491



297



(904
)


Revenue from external customers


204,821



64,062



1,633







270,516Operating expenseMaterials, supplies and other


77,427















77,427Rent


6,205















6,205Labor and fringe benefits


27,049















27,049Fuel


54,240















54,240Depreciation and amortization


11,907















11,907Taxes, other than income taxes


4,144















4,144Gain on disposition of equipment


(359
)














(359
)Cost of goods sold






59,845



425







60,270Total cost of sales


180,613



59,845



425







240,883Selling, general & administrative


17,820



888



1,365







20,073Total operating expenses


198,433



60,733



1,790







260,956Operating income (loss)

$
6,388


$
3,329


$
(157
)

$



$
9,560     (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 and the
    second quarter 2008. 13




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 8.
    Financial
    Instruments and Risk Management    Fair Value ofMeasurements atReporting Date UsingMarkets for IdenticalDescription

3/31/2009


Assets (Level 1)Fuel Price Swaps

$
(9,569
)

$
(9,569
)       Gallons


DollarsFuel Price Swaps at December 31, 2008


10,175


$
13,2791st Quarter 2009 Fuel Hedge Expense


(2,795
)


(4,857
)1st Quarter 2009 Change


2,975



1,147Fuel Price Swaps at March 31, 2009


10,355


$
9,569   Note 9.
    Contingencies     14




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            e-mail Form 8-K
  Note 10.
    Exit
    Activities    Note 11.
    Share-Based
    Compensation   15




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 12.
    Acquisitions
    and Dispositions    AmortizationLife in Years

CostCurrent Assets



$
7,786Properties  Net




3,979Long Term Assets




16Covenant Not to Compete

5


2,530Tradenames

Indefinite


1,980Customer Relationships

14.8


1,460Customer Backlog

1


280Permits/Licenses

1


170Goodwill

Indefinite


269Purchase Price



$
18,470     16




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  AmortizationLife in Years

CostCurrent Assets



$
2,216Properties  Net




511Covenant Not to Compete

3


550Goodwill

Indefinite


4,752Purchase Price



$
8,029      17




---



##### 



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  This MD&A includes certain forward-looking
    statements that involve many risks and uncertainties. When
    used, words such as anticipate, expect,
    believe, intend, may be,
    will be and similar words or phrases, or the
    negative thereof, unless the context requires otherwise, are
    intended to identify forward-looking statements. These
    forward-looking statements are based on managements
    present expectations and beliefs about future events. As with
    any projection or forecast, these statements are inherently
    susceptible to uncertainty and changes in circumstances. The
    Company is under no obligation to, and expressly disclaims any
    obligation to, update or alter its forward-looking statements
    whether as a result of such changes, new information, subsequent
    events or otherwise.
  See the risk factors included in Item 1A of this report
    for a detailed discussion of important factors that could cause
    actual results to differ materially from those reflected in such
    forward-looking statements. The potential for actual results to
    differ materially from such forward-looking statements should be
    considered in evaluating our outlook.
  INTRODUCTION
    Overview.
  Results of Operations.
  Liquidity and Capital Resources.
  Changes in Accounting Standards.
  Critical Accounting Policies. Form 10-K
  Quantitative and Qualitative Disclosures about Market
    Risk. Form 10-K
  OVERVIEW
  Our
    Business
   18




---



##### 



The
    Industry
  Transportation Industry:
 19




---



##### 



TOP 5
    CARRIERS BY FLEET SIZE
    (as of December 31, 2008)
  AverageOperator

Dry


Total Share


Age (Yrs.)Dry Cargo BargesIngram Barge Company


3,728



20.7
%


15.2AEP River Operations


2,978



16.5
%


10.5American Commercial Lines LLC


2,254



12.5
%


21.1American River Transportation Co.


2,034



11.3
%


25.0Crounse Corporation


948



5.3
%


13.3Top Five Carriers Total


11,942



66.3
%


16.7Industry Total


18,014







15.6Liquid Cargo BargesKirby Inland Marine, LP


914



30.6
%


24.1American Commercial Lines LLC


391



13.1
%


22.9Canal Barge Co., Inc.


206



6.9
%


10.9Marathon Petroleum Company LLC


183



6.1
%


13.7Florida Marine Transporters


183



6.1
%


7.8Sub-Total


1,877



62.8
%


19.8Total


2,991







20.7   Source:Informa     20




---



##### 



ton-miles,
  
  Source:
  The Manufacturing Industry:
  Consolidated
    Financial Overview
     21




---



##### 



2009


2008


DifferenceReduction in force charges

$
(1.9
)

$
(1.2
)

$
(0.7
)Houston office closure charges


(2.1
)






(2.1
)Charges for customer bankruptcy


(0.7
)






(0.7
)Interest expense


(8.5
)


(6.7
)


(1.8
)Professional services results


(1.4
)


(0.2
)


(1.2
)Pension buy-out reversal






2.1



(2.1
)$
(14.6
)

$
(6.0
)

$
(8.6
)All other operating results

$
5.6


$
9.7


$
(4.1
)(Loss) income from continuing operations before income tax and
    discontinued operations

$
(9.0
)

$
3.7


$
(12.7
)Income taxes (benefit)


(3.5
)


1.4



(4.9
)Net (loss) income

$
(5.5
)

$
2.3


$
(7.8
)       ton-miles
      work-in-process
 22




---



##### 



Transportation
      ton-miles ton-miles, ton-miles
      ton-miles barge-day
  ton-mile ton-miles
 23




---



##### 



Key
    operating statistics
  Three


% Change toMonths Ended


Prior Year QuarterMarch 31, 2009


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


7,797,076



(4.0
)%Total liquid


402,745



(47.2
)%Total affreightment
    ton-miles


8,199,821



(7.7
)%Total non-affreightment
    ton-miles


749,684



(34.5
)%Total
    ton-miles


8,949,505



(10.7
)%Average
    ton-miles
    per affreightment barge


3,340



(1.7
)%Rates per ton mile:Dry rate per
    ton-mile






(19.4
)%Fuel neutral dry rate per
    ton-mile






(14.5
)%Liquid rate per
    ton-mile






4.1
%Fuel neutral liquid rate per-ton mile






17.2
%Overall rate per
    ton-mile

$
12.88



(20.3
)%Overall fuel neutral rate per
    ton-mile

$
13.77



(14.8
)%Revenue per average barge operated

$
59,437



(18.9
)%Fuel price and volume data:Fuel price

$
1.98



(29.5
)%Fuel gallons


16,307



(15.4
)%Revenue data (in thousands):Affreightment revenue

$
105,577



(26.4
)%Towing


12,231



(39.5
)%Charter and day rate


16,443



(14.4
)%Demurrage


14,285



22.5
%Other


6,951



(32.9
)%Total non-affreightment revenue


49,910



(18.8
)%Total transportation segment revenue

$
155,487



(24.1
)%     Barge
    Fleet Changes
  Barges  Current Quarter

Dry


Tankers


TotalBarges operated as of the end of the 4th qtr of 2008


2,254



391



2,645Retired (includes reactivations)


(45
)


(8
)


(53
)New builds






1



1Purchased










Change in number of barges leased


(2
)


(5
)


(7
)Barges operated as of the end of the 1st qtr of 2009


2,207



379



2,586  24




---



##### 



Owned
    Boat Counts and Average Age by Horsepower Class
  Horsepower Class

Number


Average Age1,950 or less


51



32.1Less than 4,300


21



34.7Less than 6,200


43



34.37,000 or over


15



31.7Total/overall age


130



33.2       ton-miles
 25




---



##### 



Revenue
    Mix Change ($ in millions) 1Q 2009 to 1Q 2008
  RevenueIncrease


Change in2009


(Decrease)


CommodityGrain

$
37.9


$
3.2



9.1
%Steel and pig iron

$
4.9


$
(20.2
)


(80.3
)%Fertilizer


2.5



(4.1
)


(62.0
)%All other bulk


27.2



(4.1
)


(13.0
)%Total Bulk/ Non-Bulk

$
34.6


$
(28.4
)


(45.0
)%Coal and energy

$
4.7


$
(6.1
)


(56.3
)%Legacy coal


14.8



4.4



42.2
%Total Coal/Energy

$
19.5


$
(1.7
)


(8.0
)%All other dry


11.8



(2.0
)


(14.7
)%Total Dry Revenue

$
103.8


$
(28.9
)


(21.8
)%Chemicals

$
12.0


$
(8.1
)


(40.5
)%Petroleum


6.0



(1.3
)


(18.0
)%Other liquids


3.2



(2.0
)


(38.4
)%Towing liquid


10.1



(6.1
)


(37.6
)%All other liquid


13.4



0.5



4.4
%Total liquid

$
44.7


$
(17.0
)


(27.5
)%Scrap and other

$
7.0


$
(3.4
)


(32.9
)%Total Revenue

$
155.5


$
(49.3
)


(24.1
)%     ton-mile
  ton-miles
 26




---



##### 



Manufacturing:
    Manufacturing
    Segment Units Produced for External Sales or Internal
    Use
  Quarter EndedMarch 31,2009


2008External sales:Liquid tank barges


11



9Ocean tank barges






1Dry cargo barges






79Total external units sold


11



89Internal sales:Liquid tank barges


1



Dry cargo barges






Total units into production


1



Total units produced


12



89  27




---



##### 



Consolidated
    Financial Overview  Non-GAAP Financial Measure
    Reconciliation
  NET
    INCOME TO EBITDA RECONCILIATION
  Quarter Ended March 31,2009


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

$
(5,458
)

$
2,303Discontinued Operations, Net of Income Taxes






12Consolidated Net (Loss) Income

$
(5,458
)

$
2,315Adjustments from Continuing Operations:Interest Income


(7
)


(50
)Interest Expense


8,541



6,732Depreciation and Amortization


13,540



12,646Taxes


(3,504
)


1,375Adjustments from Discontinued Operations:Interest Income






(19
)Taxes






7EBITDA from Continuing Operations


13,112



23,006EBITDA from Discontinued Operations






Consolidated EBITDA

$
13,112


$
23,006EBITDA from Continuing Operations by Segment:Transportation Net (Loss) Income

$
(8,114
)

$
(1,010
)Interest Income


(6
)


(48
)Interest Expense


8,531



6,732Depreciation and Amortization


12,135



11,907Taxes


(3,525
)


1,375Transportation EBITDA

$
9,021


$
18,956Manufacturing Net Income

$
4,152


$
3,360Depreciation and Amortization


866



654Total Manufacturing EBITDA


5,018



4,014      28




---



##### 



Outlook
                Transportation:
 29




---



##### 



30




---



##### 



31




---



##### 



32




---



##### 



Manufacturing:
       33




---



##### 



AMERICAN
    COMMERCIAL LINES INC. OPERATING RESULTS by BUSINESS SEGMENT
    Quarter Ended March 31, 2009 as compared with Quarter Ended
    March 31, 2008
  % of ConsolidatedRevenueQuarter Ended March 31,





1st Quarter2009


2008


Variance


2009


2008REVENUETransportation and Services

$
161,575


$
206,454


$
(44,879
)


82.1
%


76.3
%Manufacturing (external and internal)


36,868



64,553



(27,685
)


18.7
%


23.9
%Intersegment manufacturing elimination


(1,634
)


(491
)


(1,143
)


(0.8
)%


(0.2
)%Consolidated Revenue


196,809



270,516



(73,707
)


100.0
%


100.0
%OPERATING EXPENSETransportation and Services


166,401



200,223



(33,822
)Manufacturing (external and internal)


32,742



61,077



(28,335
)Intersegment manufacturing elimination


(1,634
)


(344
)


(1,290
)Consolidated Operating Expense


197,509



260,956



(63,447
)


100.4
%


96.5
%OPERATING (LOSS) INCOMETransportation and Services


(4,826
)


6,231



(11,057
)Manufacturing (external and internal)


4,126



3,476



650Intersegment manufacturing elimination






(147
)


147Consolidated Operating (Loss) Income


(700
)


9,560



(10,260
)


(0.4
)%


3.5
%Interest Expense


8,541



6,732



1,809Other Expense (Income)


(279
)


(850
)


571(Loss) Income Before Income Taxes


(8,962
)


3,678



(12,640
)Income Taxes (Benefit)


(3,504
)


1,375



(4,879
)Discontinued Operations






12



(12
)Net (Loss) Income

$
(5,458
)

$
2,315


$
(7,773
)Domestic Barges Operated (average of period beginning and end)


2,616



2,796



(180
)Revenue per Barge Operated (Actual)

$
59,437


$
73,255


$
(13,818
)   RESULTS
    OF OPERATIONS
  Quarter
    ended March 31, 2009 comparison to quarter ended
    March 31, 2008
  Revenue.
  ton-mile
  ton-mile ton-miles
 34




---



##### 



Operating Expense.
          Operating Income.
     35




---



##### 



Interest Expense.
  Income Tax Expense.
  Net Income (Loss).
  LIQUIDITY
    AND CAPITAL RESOURCES
       36




---



##### 



Our
    Indebtedness
      Net
    Cash, Capital Expenditures and Cash Flow
   37




---



##### 



CHANGES
    IN ACCOUNTING STANDARDS
    Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans, and amendment of FASB Statements No
    87, 88, 106, and 132 (R)
 38




---



##### 



Form 10-K
 39




---



##### 



CRITICAL
    ACCOUNTING POLICIES
    Form 10-K
  Form 10-Q Regulation S-X.
  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    Fuel
    Price Risk
   40




---



##### 



Interest
    Rate and Other Risks
    Foreign
    Currency Exchange Rate Risks
    ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    ITEM 4.
    CONTROLS
    AND PROCEDURES  Evaluation of Disclosure Controls and
    Procedures. Rule 13a-15(b)).
  Changes in Internal Control over Financial
    Reporting. Rules 13a-15(f) 15d-15(f)
 PART II 
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS    Environmental
    and Other Litigation.
   41




---



##### 



Collision Incident, Mile Marker 97 of the Mississippi
    River. No. 08-4012, No. 08-4007, No. 08-4025, No. 08-4031, No. 08-4058, No. 08-4059, No. 08-4055, No. 08-4060, No. 08-4317, No. 08-4505,
    and/or No. 08-4701, No. 08-8734,
 42




---



##### 



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




---



##### 



Bulk Terminals Site, Louisville,
    Kentucky.
  Pulvair Site Group, Tennessee.
  SEC
    Inquiry
  e-mail Form 8-K e-mail.
  ITEM 1A.
    RISK
    FACTORS    RISKS
    RELATED TO OUR INDUSTRY
  The
    global economic crisis which began in 2008 is likely to have
    detrimental impacts on our business.
    
    Potential recession impacts Global demand for
    many of the products that are currently shipped by barge may be
    significantly diminished by a prolonged recession. Such loss of
    demand could severely impact our revenues, costs and financial
    condition, as it may lead to an oversupply of barges reducing
    the rates we are able to charge for our services. Such loss of
    demand could also result in tow-size, positioning inefficiencies
    and negatively impact revenue price/mix/volume as occurred in
    the quarter ended March 31, 2009.
    Credit availability to our customers and
    suppliers We believe that many of our customers
    and suppliers, particularly customers of our manufacturing
    segment, rely on liquidity from operative global credit markets.
    If the markets remain illiquid or available pricing increases
    dramatically, demand for our products and services may be
    constricted, necessary services may cost more or even be
    unavailable to us and we may not be able to enforce contracts or
    collect on outstanding invoices.
    Reduced credit availability to the Company Though the Company was able to amend its existing credit
    facility and extend the term through March 31, 2011 as
    further discussed in Note 3 of the condensed consolidated
    financial statements and in the Liquidity section of
    Managements Discussion and Analysis of Financial Condition
    and Results of Operations (MD&A), available liquidity
    in 2009 was reduced by 44




---



##### 



$75 million to $475 million. At December 31, 2008
    this reduced availability would have given the Company
    $53 million in available liquidity, $32 million after
    payment of amendment and other fees resulting from the renewal.
    At March 31, 2009 the Company had available liquidity under
    the amended credit facility of approximately $40.0 million.
    Additionally, the Companys cost of debt is significantly
    higher than under the previous facility, initially at 8.5%, or a
    floor LIBOR of 3.0% plus 550 basis points.
    Interest rates increase 50 basis points each six months
    through its maturity. Under the previous agreement rates were
    LIBOR plus 250 basis points.  
    Planning risk Our ability to plan and
    forecast operating results and capital needs is lessened which
    could lead to lower operating efficiency.
    Market risk We have significant costs
    associated with our pension plan, the cost of which is dependent
    on many factors including the return on plan assets. Plan assets
    declined significantly in 2008. Further declines in plan assets
    could increase required expense provisions and contributions
    under the plan. See Note 6 to the condensed consolidated
    financial statements for disclosures related to our employee
    benefit plans.  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.
   45




---



##### 



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




---



##### 



We are
    subject to adverse weather and river conditions, including
    marine accidents.
         47




---



##### 



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.
    The
    inland barge transportation industry is highly competitive;
    increased competition could adversely affect us.
    Global
    trade agreements, tariffs and subsidies could decrease the
    demand for imported and exported goods, adversely affecting the
    flow of import and export tonnage through the Port of New
    Orleans and the demand for barging services.
    Our
    failure to comply with government regulations affecting the
    barging industry, or changes in these regulations, may cause us
    to incur significant expenses or affect our ability to
    operate.
   48




---



##### 



and/or
    Our
    maritime operations expose us to numerous legal and regulatory
    requirements, and violation of these regulations could result in
    criminal liability against us or our officers.
    The
    Jones Act restricts foreign ownership of our stock, and the
    repeal, suspension or substantial amendment of the Jones Act
    could increase competition on the Inland Waterways and have a
    material adverse effect on our business.
    U.S.-citizen
  RISKS
    RELATED TO OUR BUSINESS
  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.
   49




---



##### 



Our
    substantial borrowings are currently all tied to floating
    interest rates which may expose us to higher interest payments
    should LIBOR or the prime rate increase
    substantially.
    We
    face the risk of breaching financial covenants in our credit
    agreement.
    Our
    aging fleet of dry cargo barges may lead to increased costs and
    disruptions in our operations.
    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.
    We are
    named as a defendant in class action lawsuits and we are in
    receipt of other claims and we cannot predict the outcome of
    such litigation which may result in the imposition of
    significant liability to the Company.
   50




---



##### 



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.
      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.
   51




---



##### 



A
    major accident or casualty loss at any of our facilities could
    significantly reduce production.
    Interruption
    or failure of our information technology and communications
    systems, or compliance with requirements related to controls
    over our information technology protocols, could impair our
    ability to effectively provide our services or increase our
    information technology costs and could damage our
    reputation.
    Our
    transportation division employees are covered by federal
    maritime laws that may subject us to
    job-related
    claims in addition to those provided by state
    laws.
    We
    have experienced work stoppages by union employees in the past,
    and future work stoppages may disrupt our services and adversely
    affect our operations.
    The
    loss of key personnel, including highly skilled and licensed
    vessel personnel, could adversely affect our
    business.
   52




---



##### 



Failure
    to comply with environmental, health and safety regulations
    could result in substantial penalties and changes to our
    operations.
      200-mile
      We are
    subject to, and may in the future be subject to disputes, or
    legal or other proceedings that could involve significant
    expenditures by us.
   53




---



##### 



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-09


N/A



N/A



N/A



N/AFebruary-09


96,309



3.79



N/A



N/AMarch-09


3,328



2.99



N/A



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

Description10
.1

Form of Amendment No. 6 to Credit Agreement, dated
    February 20, 2009, by and among American Commercial Lines
    LLC, Jeffboat LLC, and ACL Transportation Services LLC, and
    Wells Fargo Bank, National Association as administrative agent,
    Bank of America, N.A. and JPMorgan Chase Bank, N.A., as
    co-syndication agents, Fortis Capital Corp. and Bank of America,
    N.A. (as successor to La Salle Bank National Association)
    as co-documentation agents, and the financial institutions party
    thereto from time to time. (Incorporated by reference to the
    Companys Current Report on
    Form 8-K,
    filed on February 23, 2009).10
.2

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

Form of Non-Qualified Stock Option Agreement for Executives
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K,
    filed on April 2, 2009).10
.4

Form of Restricted Stock Unit Agreement (Incorporated by
    reference to the Companys Current Report on
    Form 8-K,
    filed on April 2, 2009).10
.5

Form of Performance Based Restricted Stock Unit Agreement
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K,
    filed on April 2, 2009).10
.6

Letter agreement, dated as of November 2008 between American
    Commercial Lines Inc. and Richard W. Spriggle31
.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




---



##### 



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




---



##### 



INDEX TO
    EXHIBITS
  ExhibitNo.

Description10
.1

Form of Amendment No. 6 to Credit Agreement, dated
    February 20, 2009, by and among American Commercial Lines
    LLC, Jeffboat LLC, and ACL Transportation Services LLC, and
    Wells Fargo Bank, National Association as administrative agent,
    Bank of America, N.A. and JPMorgan Chase Bank, N.A., as
    co-syndication agents, Fortis Capital Corp. and Bank of America,
    N.A. (as successor to La Salle Bank National Association)
    as co-documentation agents, and the financial institutions party
    thereto from time to time. (Incorporated by reference to the
    Companys Current Report on
    Form 8-K,
    filed on February 23, 2009).10
.2

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

Form of Non-Qualified Stock Option Agreement for Executives
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K,
    filed on April 2, 2009).10
.4

Form of Restricted Stock Unit Agreement (Incorporated by
    reference to the Companys Current Report on
    Form 8-K,
    filed on April 2, 2009).10
.5

Form of Performance Based Restricted Stock Unit Agreement
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K,
    filed on April 2, 2009).10
.6*

Letter agreement, dated as of November 2008 between American
    Commercial Lines Inc. and Richard W. Spriggle.31
.1*

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

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

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

Certification by Thomas R. Pilholski, Senior Vice President and
    Chief Financial Officer, pursuant to 18 U.S.C.
    Section 1350.     *
    
    Filed herein±
    
    Management contract or compensatory plan or arrangement 56