##### 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 September 30, 2005
 OR
 o
    
    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
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)1701 East Market StreetJeffersonville, Indiana
    
    47130(Address of Principal Executive Offices)
    
    (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)
  o þ
  o þ
  o þ




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AMERICAN COMMERCIAL LINES INC.
 QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005
 TABLE OF CONTENTS
 PagePART IFINANCIAL INFORMATIONItem 1:
    
    Financial Statements (unaudited)
    
    
    3Condensed Consolidated Statements of Operations
    
    
    3Condensed Consolidated Statements of Financial Position
    
    
    4Condensed Consolidated Statement of Stockholders Equity
    
    
    5Condensed Consolidated Statements of Cash Flows
    
    
    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
    
    
    42Item 4:
    
    Controls and Procedures
    
    
    42PART IIOTHER INFORMATIONItem 1:
    
    Legal Proceedings
    
    
    43Item 6:
    
    Exhibits
    
    
    44Signatures
    
    
    45Letter AgreementRegistration Rights Agreement AssignmentAmendment to AgreementsCertification by Mark R. Holden, CEOCertification by Christopher A. Black, CFOCertification by Mark R. Holden, CEOCertification by Christopher A. Black, CFO
  2




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PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 AMERICAN COMMERCIAL LINES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except shares and per share amounts)
 Reorganized
    
    
    Predecessor
    
    
    Reorganized
    
    
    PredecessorCompany
    
    
    Company
    
    
    Company
    
    
    CompanyQuarter ended
    
    
    Quarter ended
    
    
    Nine Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    October 1,
    
    
    September 30,
    
    
    October 1,2005
    
    
    2004
    
    
    2005
    
    
    2004(Unaudited)
    
    
    (Unaudited)REVENUE
    
    $
    175,854
    
    
    $
    158,716
    
    
    $
    505,162
    
    
    $
    452,036OPERATING EXPENSEMaterials, Supplies and Other
    
    
    66,622
    
    
    
    64,718
    
    
    
    193,504
    
    
    
    197,302Rent
    
    
    5,571
    
    
    
    5,711
    
    
    
    16,186
    
    
    
    17,923Labor and Fringe Benefits
    
    
    29,144
    
    
    
    29,323
    
    
    
    93,248
    
    
    
    87,275Fuel
    
    
    31,425
    
    
    
    22,254
    
    
    
    87,602
    
    
    
    62,788Depreciation and Amortization
    
    
    12,233
    
    
    
    13,047
    
    
    
    36,735
    
    
    
    40,422Taxes, Other Than Income Taxes
    
    
    4,045
    
    
    
    4,660
    
    
    
    12,970
    
    
    
    14,750Selling, General & Administrative
    
    
    12,808
    
    
    
    8,518
    
    
    
    38,767
    
    
    
    27,992Total Operating Expenses
    
    
    161,848
    
    
    
    148,231
    
    
    
    479,012
    
    
    
    448,452OPERATING INCOME
    
    
    14,006
    
    
    
    10,485
    
    
    
    26,150
    
    
    
    3,584OTHER EXPENSE (INCOME)Interest Expense
    
    
    7,868
    
    
    
    9,508
    
    
    
    25,622
    
    
    
    28,956Other, Net
    
    
    (57
    )
    
    
    (1,581
    )
    
    
    (5,773
    )
    
    
    (3,308
    )Total Other Expenses
    
    
    7,811
    
    
    
    7,927
    
    
    
    19,849
    
    
    
    25,648INCOME (LOSS) BEFORE INCOME TAXES AND
REORGANIZATION ITEMS
    
    
    6,195
    
    
    
    2,558
    
    
    
    6,301
    
    
    
    (22,064
    )REORGANIZATION ITEMS
    
    
    
    
    
    
    3,826
    
    
    
    
    
    
    
    51,220INCOME (LOSS) BEFORE INCOME TAXES
    
    
    6,195
    
    
    
    (1,268
    )
    
    
    6,301
    
    
    
    (73,284
    )INCOME TAXES
    
    
    2,689
    
    
    
    263
    
    
    
    3,090
    
    
    
    577NET INCOME (LOSS)
    
    $
    3,506
    
    
    $
    (1,531
    )
    
    $
    3,211
    
    
    $
    (73,861
    )WEIGHTED AVERAGE SHARES OUTSTANDING:BASIC
    
    
    23,241,716
    
    
    NA
    
    
    22,321,513
    
    
    NADILUTED
    
    
    23,732,527
    
    
    NA
    
    
    22,704,059
    
    
    NAEARNINGS PER SHARE:BASIC
    
    $
    0.15
    
    
    NA
    
    $
    0.14
    
    
    NADILUTED
    
    $
    0.15
    
    
    NA
    
    $
    0.14
    
    
    NA
  3




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##### Table of Contents



AMERICAN COMMERCIAL LINES INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(In thousands, except shares and per share amounts)
 Reorganized CompanySeptember 30,
    
    
    December 31,2005
    
    
    2004(Unaudited)ASSETSCURRENT ASSETSCash and Cash Equivalents
    
    $
    7,728
    
    
    $
    46,645Cash, Restricted
    
    
    10,330
    
    
    
    9,182Accounts Receivable, Net
    
    
    92,532
    
    
    
    77,997Materials and Supplies
    
    
    66,375
    
    
    
    46,357Deferred Tax Asset
    
    
    6,062
    
    
    
    3,916Other Current Assets
    
    
    19,706
    
    
    
    21,589Total Current Assets
    
    
    202,733
    
    
    
    205,686PROPERTIES-NET
    
    
    418,156
    
    
    
    436,682PENSION ASSET
    
    
    16,438
    
    
    
    15,638INVESTMENT IN EQUITY INVESTEES
    
    
    4,744
    
    
    
    4,396DEFERRED TAX ASSET
    
    
    19,005
    
    
    
    17,791OTHER ASSETS
    
    
    14,850
    
    
    
    5,275Total Assets
    
    $
    675,926
    
    
    $
    685,468LIABILITIESCURRENT LIABILITIESAccounts Payable
    
    $
    26,091
    
    
    $
    25,461Accrued Payroll and Fringe Benefits
    
    
    19,895
    
    
    
    16,745Deferred Revenue
    
    
    16,118
    
    
    
    13,760Accrued Claims and Insurance Premiums
    
    
    8,060
    
    
    
    13,127Accrued Interest
    
    
    3,714
    
    
    
    1,273Current Portion of Long-Term Debt
    
    
    2,887
    
    
    
    2,887Accrued Reorganization Claims and Fees
    
    
    2,615
    
    
    
    15,603Other Liabilities
    
    
    34,422
    
    
    
    24,940Total Current Liabilities
    
    
    113,802
    
    
    
    113,796LONG TERM DEBT
    
    
    390,645
    
    
    
    403,546PENSION LIABILITY
    
    
    24,621
    
    
    
    22,120DEFERRED TAX LIABILITY
    
    
    25,582
    
    
    
    26,787OTHER LONG TERM LIABILITIES
    
    
    15,971
    
    
    
    19,121Total Liabilities
    
    
    570,621
    
    
    
    585,370STOCKHOLDERS EQUITYCommon stock; authorized 125,000,000 at par value $.01;
23,241,716 shares issued and outstanding
    
    
    232
    
    
    
    Other Capital
    
    
    105,768
    
    
    
    100,098Unearned Compensation
    
    
    (3,906
    )
    
    
    Retained Earnings
    
    
    3,211
    
    
    
    Total Stockholders Equity
    
    
    105,305
    
    
    
    100,098Total Liabilities and Stockholders Equity
    
    $
    675,926
    
    
    $
    685,468
  4




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##### Table of Contents



AMERICAN COMMERCIAL LINES INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(In thousands)
 Common
    
    
    Other
    
    
    Unearned
    
    
    RetainedStock
    
    
    Capital
    
    
    Compensation
    
    
    Earnings
    
    
    TotalReorganized Company:Balance at December 31, 2004
    
    $
    
    
    
    $
    100,098
    
    
    $
    
    
    
    $
    
    
    
    $
    100,098Issuance of common stock
    
    
    224
    
    
    
    (224
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of Parent Company restricted stock and stock options
    
    
    8
    
    
    
    6,513
    
    
    
    (6,521
    )
    
    
    
    
    
    
    Amortization of restricted stock and stock options
    
    
    
    
    
    
    
    
    
    
    2,615
    
    
    
    
    
    
    
    2,615Underwriting fees
    
    
    
    
    
    
    (619
    )
    
    
    
    
    
    
    
    
    
    
    (619
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,211
    
    
    
    3,211Balance at September 30, 2005
    
    $
    232
    
    
    $
    105,768
    
    
    $
    (3,906
    )
    
    $
    3,211
    
    
    $
    105,305
  5




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##### Table of Contents



AMERICAN
COMMERCIAL LINES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 Reorganized
    
    
    PredecessorCompany
    
    
    CompanyNine Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    October 1,2005
    
    
    2004(Unaudited)OPERATING ACTIVITIESNet Income (Loss)
    
    $
    3,211
    
    
    $
    (73,861
    )Adjustments
to Reconcile Net Income (Loss) to Net Cash
Provided by Operating Activities:Depreciation and Amortization
    
    
    36,735
    
    
    
    40,422Interest Accretion and Debt Issuance Cost Amortization
    
    
    2,669
    
    
    
    7,048Loss on Sale of Argentina Assets
    
    
    
    
    
    
    35,206(Gain) Loss on Property Dispositions
    
    
    (4,353
    )
    
    
    166Contributions to Defined Benefit Pension Plan
    
    
    (3,417
    )
    
    
    Other Operating Activities
    
    
    3,781
    
    
    
    (940
    )Reorganization Items
    
    
    
    
    
    
    16,014Changes in Operating Assets and Liabilities:Accounts Receivable
    
    
    (14,735
    )
    
    
    (3,044
    )Materials and Supplies
    
    
    (17,325
    )
    
    
    (11,024
    )Accrued Interest
    
    
    2,560
    
    
    
    3,170Other Current Assets
    
    
    (2,973
    )
    
    
    2,170Other Current Liabilities
    
    
    17,192
    
    
    
    15,488Net Cash Provided by Operating Activities
before Reorganization Items
    
    
    23,345
    
    
    
    30,815Reorganization Items Paid
    
    
    (12,988
    )
    
    
    (15,746
    )Net Cash Provided by Operating Activities
    
    
    10,357
    
    
    
    15,069INVESTING ACTIVITIESProperty Additions
    
    
    (26,129
    )
    
    
    (7,306
    )Proceeds from Property Dispositions
    
    
    13,500
    
    
    
    3,654Net Change in Restricted Cash
    
    
    (1,148
    )
    
    
    (1,327
    )Investment in Vessel Leasing LLC
    
    
    (2,500
    )
    
    
    Proceeds from Sale of Argentina Assets
    
    
    
    
    
    
    24,100Other Investing Activities
    
    
    (2,042
    )
    
    
    (802
    )Net Cash (Used in) Provided by Investing Activities
    
    
    (18,319
    )
    
    
    18,319FINANCING ACTIVITIESShort-Term Borrowings
    
    
    
    
    
    
    2,354DIP Credit Facility Repayments
    
    
    
    
    
    
    (38,650
    )Long-Term Debt Repaid
    
    
    (383,836
    )
    
    
    (1,690
    )Revolving Credit Facility Borrowings
    
    
    170,710
    
    
    
    2015 Senior Note Borrowings
    
    
    200,000
    
    
    
    Outstanding Checks
    
    
    (2,814
    )
    
    
    (1,582
    )Debt Costs
    
    
    (13,233
    )
    
    
    (844
    )Other Financing Activities
    
    
    (1,782
    )
    
    
    (639
    )Net Cash Used in Financing Activities
    
    
    (30,955
    )
    
    
    (41,051
    )Net Decrease in Cash and Cash Equivalents
    
    
    (38,917
    )
    
    
    (7,663
    )Cash and Cash Equivalents at Beginning of Period
    
    
    46,645
    
    
    
    35,275Cash and Cash Equivalents at End of Period
    
    $
    7,728
    
    
    $
    27,612
  6




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##### Table of Contents



AMERICAN COMMERCIAL LINES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in thousands)
 Note 1. Reporting entity
        7




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##### Table of Contents



AMERICAN COMMERCIAL LINES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands, except shares and per share amounts)
   Note 2. Earnings per Share
   Quarter ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2005Net Income
    
    $
    3,506
    
    
    $
    3,211Weighted average common shares outstanding (used to calculate basic EPS)
    
    
    23,241,716
    
    
    
    22,321,513Pro forma shares if stock options were exercised
    
    
    490,811
    
    
    
    382,546Shares used to calculate diluted EPS
    
    
    23,732,527
    
    
    
    22,704,059Basic
earnings per share
    
    $
    0.15
    
    
    $
    0.14Diluted
earnings per share
    
    $
    0.15
    
    
    $
    0.14
 Note 3. Acquisition of Vessel Leasing
  8




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AMERICAN COMMERCIAL LINES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands)
 Note 4. Debt
 Reorganized CompanySeptember 30,
    
    
    December 31,2005
    
    
    2004Asset based
revolver  Bank of America/UBS Securities
    
    $
    153,400
    
    
    $
    2015 Senior Notes
    
    
    200,000
    
    
    
    Bonds guaranteed by the Maritime Administration
    
    
    30,668
    
    
    
    32,251Maritime Lien Notes
    
    
    9,046
    
    
    
    9,046Tort Lien Notes
    
    
    418
    
    
    
    418Revolving Credit Facility  JPMorgan Chase
    
    
    
    
    
    
    47,839Tranche A Term Loan
    
    
    
    
    
    
    42,531Tranche B Term Loan
    
    
    
    
    
    
    122,448Tranche C Term Loan
    
    
    
    
    
    
    144,077Deferred interest on bank debt
    
    
    
    
    
    
    7,823393,532
    
    
    
    406,433Less current portion of long-term debt
    
    
    2,887
    
    
    
    2,887Long-term debt
    
    $
    390,645
    
    
    $
    403,546
   9




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##### Table of Contents



AMERICAN
COMMERCIAL LINES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands)
       10




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AMERICAN COMMERCIAL LINES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands)
   Note 5. Dispositions and assets held for sale
   Note 6. Materials and Supplies
  Reorganized CompanySeptember 30,
    
    
    December 31,2005
    
    
    2004Raw Materials
    
    $
    7,903
    
    
    $
    5,614Work in Process
    
    
    37,415
    
    
    
    22,284Parts and Supplies
    
    
    21,057
    
    
    
    18,459$
    66,375
    
    
    $
    46,357
 Note 7. Taxes
   11




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AMERICAN COMMERCIAL LINES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands)
  Note 8. Employee Benefit Plans
  Reorganized
    
    
    Predecessor
    
    
    Reorganized
    
    
    PredecessorCompany
    
    
    Company
    
    
    Company
    
    
    CompanyQuarters Ended
    
    
    Nine Months EndedSept. 30,
    
    
    Oct. 1,
    
    
    Sept. 30,
    
    
    Oct. 1,2005
    
    
    2004
    
    
    2005
    
    
    2004Pension
    
    
    PensionService cost
    
    $
    1,170
    
    
    $
    1,239
    
    
    $
    3,510
    
    
    $
    3,717Interest cost
    
    
    2,024
    
    
    
    1,978
    
    
    
    6,072
    
    
    
    5,934Expected return on plan assets
    
    
    (2,518
    )
    
    
    (2,545
    )
    
    
    (7,554
    )
    
    
    (7,635
    )Amortization of prior service cost
    
    
    
    
    
    
    54
    
    
    
    
    
    
    
    162Amortization of net loss
    
    
    
    
    
    
    216
    
    
    
    
    
    
    
    648Net periodic benefit cost
    
    $
    676
    
    
    $
    942
    
    
    $
    2,028
    
    
    $
    2,826
 Post-Retirement
    
    
    Post-RetirementService cost
    
    $
    87
    
    
    $
    124
    
    
    $
    261
    
    
    $
    372Interest cost
    
    
    162
    
    
    
    195
    
    
    
    486
    
    
    
    585Amortization of prior service cost
    
    
    
    
    
    
    (273
    )
    
    
    
    
    
    
    (819
    )Amortization of net loss
    
    
    
    
    
    
    101
    
    
    
    
    
    
    
    303Net periodic benefit cost
    
    $
    249
    
    
    $
    147
    
    
    $
    747
    
    
    $
    441
 Note 9. Business Segments
   12




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##### Table of Contents



AMERICAN COMMERCIAL LINES INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
 (Unaudited)
(Dollars in thousands)
  Reportable Segments
    
    
    All Other
    
    
    IntersegmentBarging
    
    
    Manufacturing
    
    
    Segments(1)
    
    
    Eliminations
    
    
    TotalQuarter ended September 30, 2005Total revenue
    
    $
    151,323
    
    
    $
    34,919
    
    
    $
    2,607
    
    
    $
    (12,995
    )
    
    $
    175,854Intersegment revenues
    
    
    100
    
    
    
    12,891
    
    
    
    4
    
    
    
    (12,995
    )
    
    
    Revenues from external customers
    
    
    151,223
    
    
    
    22,028
    
    
    
    2,603
    
    
    
    
    
    
    
    175,854Operating income
    
    
    12,295
    
    
    
    2,781
    
    
    
    385
    
    
    
    (1,455
    )
    
    
    14,006Quarter ended October 1, 2004Total revenue
    
    $
    133,260
    
    
    $
    24,066
    
    
    $
    2,127
    
    
    $
    (737
    )
    
    $
    158,716Intersegment revenues
    
    
    74
    
    
    
    663
    
    
    
    
    
    
    
    (737
    )
    
    
    Revenues from external customers
    
    
    133,186
    
    
    
    23,403
    
    
    
    2,127
    
    
    
    
    
    
    
    158,716Operating income
    
    
    9,078
    
    
    
    1,366
    
    
    
    41
    
    
    
    
    
    
    
    10,485Nine months ended September 30, 2005Total revenue
    
    $
    429,954
    
    
    $
    85,820
    
    
    $
    7,592
    
    
    $
    (18,204
    )
    
    $
    505,162Intersegment revenues
    
    
    469
    
    
    
    17,718
    
    
    
    17
    
    
    
    (18,204
    )
    
    
    Revenues from external customers
    
    
    429,485
    
    
    
    68,102
    
    
    
    7,575
    
    
    
    
    
    
    
    505,162Operating income
    
    
    21,576
    
    
    
    4,499
    
    
    
    1,553
    
    
    
    (1,478
    )
    
    
    26,150Nine months ended October 1, 2004Total revenue
    
    $
    374,237
    
    
    $
    72,947
    
    
    $
    6,396
    
    
    $
    (1,544
    )
    
    $
    452,036Intersegment revenues
    
    
    400
    
    
    
    1,136
    
    
    
    8
    
    
    
    (1,544
    )
    
    
    Revenues from external customers
    
    
    373,837
    
    
    
    71,811
    
    
    
    6,388
    
    
    
    
    
    
    
    452,036Operating income (loss)
    
    
    2,227
    
    
    
    1,561
    
    
    
    (204
    )
    
    
    
    
    
    
    3,584
 
 (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. Note
10. Contingencies
  13




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##### Table of Contents



AMERICAN COMMERCIAL LINES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(Unaudited)
(Dollars in thousands)
 Note
11. Stockholders Equity
   Note 12. Stock Compensation
      Note 13. Debtor Guarantor Financial Statements
         14




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##### Table of Contents



AMERICAN COMMERCIAL LINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
Combining Statement of Operations for the Quarter Ended September 30, 2005(In thousands)
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedACL Inc.
    
    
    Parent
    
    
    Guarantor
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsREVENUE
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    8,129
    
    
    $
    167,361
    
    
    $
    9,617
    
    
    $
    (9,253
    )
    
    $
    175,854OPERATING EXPENSEMaterials, Supplies and Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,539
    
    
    
    2,118
    
    
    
    (35
    )
    
    
    66,622Rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,349
    
    
    
    440
    
    
    
    (9,218
    )
    
    
    5,571Labor and Fringe Benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,784
    
    
    
    1,360
    
    
    
    
    
    
    
    29,144Fuel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,328
    
    
    
    97
    
    
    
    
    
    
    
    31,425Depreciation and Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,780
    
    
    
    2,550
    
    
    
    903
    
    
    
    
    
    
    
    12,233Taxes, Other Than Income Taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,045
    
    
    
    
    
    
    
    
    
    
    
    4,045Selling, General & Administrative
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75
    
    
    
    11,489
    
    
    
    1,244
    
    
    
    
    
    
    
    12,808Total Operating Expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,855
    
    
    
    156,084
    
    
    
    6,162
    
    
    
    (9,253
    )
    
    
    161,848OPERATING (LOSS) INCOME
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (726
    )
    
    
    11,277
    
    
    
    3,455
    
    
    
    
    
    
    
    14,006OTHER EXPENSE (INCOME)Interest Expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,256
    
    
    
    135
    
    
    
    477
    
    
    
    
    
    
    
    7,868Interest (Income) Expense from Affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (114
    )
    
    
    
    
    
    
    114
    
    
    
    
    
    
    
    Other, Net
    
    
    (3,506
    )
    
    
    (3,506
    )
    
    
    (5,553
    )
    
    
    (13,421
    )
    
    
    (2,490
    )
    
    
    262
    
    
    
    28,157
    
    
    
    (57
    )(3,506
    )
    
    
    (3,506
    )
    
    
    (5,553
    )
    
    
    (6,279
    )
    
    
    (2,355
    )
    
    
    853
    
    
    
    28,157
    
    
    
    7,811INCOME BEFORE INCOME TAXES
    
    
    3,506
    
    
    
    3,506
    
    
    
    5,553
    
    
    
    5,553
    
    
    
    13,632
    
    
    
    2,602
    
    
    
    (28,157
    )
    
    
    6,195INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    2,047
    
    
    
    
    
    
    
    80
    
    
    
    562
    
    
    
    
    
    
    
    2,689NET INCOME
    
    $
    3,506
    
    
    $
    3,506
    
    
    $
    3,506
    
    
    $
    5,553
    
    
    $
    13,552
    
    
    $
    2,040
    
    
    $
    (28,157
    )
    
    $
    3,506
 15




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##### Table of Contents



AMERICAN COMMERCIAL LINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
Combining Statement of Operations for the Quarter Ended October 1, 2004(In thousands)
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedACL Inc.
    
    
    Parent
    
    
    Guarantor
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsREVENUE
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    15,105
    
    
    $
    148,383
    
    
    $
    11,629
    
    
    $
    (16,401
    )
    
    $
    158,716OPERATING EXPENSEMaterials, Supplies and Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,629
    
    
    
    61,051
    
    
    
    2,133
    
    
    
    (95
    )
    
    
    64,718Rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,445
    
    
    
    572
    
    
    
    (16,306
    )
    
    
    5,711Labor and Fringe Benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,071
    
    
    
    1,252
    
    
    
    
    
    
    
    29,323Fuel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,096
    
    
    
    158
    
    
    
    
    
    
    
    22,254Depreciation and Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,341
    
    
    
    3,776
    
    
    
    930
    
    
    
    
    
    
    
    13,047Taxes, Other Than Income Taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,660
    
    
    
    
    
    
    
    
    
    
    
    4,660Selling, General & Administrative
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    7,272
    
    
    
    1,244
    
    
    
    
    
    
    
    8,518Total Operating Expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,972
    
    
    
    148,371
    
    
    
    6,289
    
    
    
    (16,401
    )
    
    
    148,231OPERATING INCOME
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,133
    
    
    
    12
    
    
    
    5,340
    
    
    
    
    
    
    
    10,485OTHER EXPENSE (INCOME)Interest Expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,033
    
    
    
    28
    
    
    
    447
    
    
    
    
    
    
    
    9,508Interest (Income) Expense from Affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (241
    )
    
    
    137
    
    
    
    104
    
    
    
    
    
    
    
    Other, Net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,086
    )
    
    
    (6,214
    )
    
    
    484
    
    
    
    6,235
    
    
    
    (1,581
    )
    
    
    
    
    
    
    
    
    
    
    
    6,706
    
    
    
    (6,049
    )
    
    
    1,035
    
    
    
    6,235
    
    
    
    7,927(LOSS) INCOME BEFORE REORGANIZATION
ITEMS AND INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,573
    )
    
    
    6,061
    
    
    
    4,305
    
    
    
    (6,235
    )
    
    
    2,558REORGANIZATION ITEMS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42
    )
    
    
    3,869
    
    
    
    (1
    )
    
    
    
    
    
    
    3,826(LOSS) INCOME BEFORE INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,531
    )
    
    
    2,192
    
    
    
    4,306
    
    
    
    (6,235
    )
    
    
    (1,268
    )INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    94
    
    
    
    169
    
    
    
    
    
    
    
    263NET (LOSS) INCOME
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (1,531
    )
    
    $
    2,098
    
    
    $
    4,137
    
    
    $
    (6,235
    )
    
    $
    (1,531
    )
 16




---



##### Table of Contents



AMERICAN COMMERCIAL LINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
Combining Statement of Operations for the Nine Months Ended September 30, 2005(In thousands)
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedACL Inc.
    
    
    Parent
    
    
    Guarantor
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsREVENUE
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    24,395
    
    
    $
    489,866
    
    
    $
    18,939
    
    
    $
    (28,038
    )
    
    $
    505,162OPERATING EXPENSEMaterials, Supplies and Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    188,027
    
    
    
    5,854
    
    
    
    (377
    )
    
    
    193,504Rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,556
    
    
    
    1,291
    
    
    
    (27,661
    )
    
    
    16,186Labor and Fringe Benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,915
    
    
    
    3,333
    
    
    
    
    
    
    
    93,248Fuel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87,311
    
    
    
    291
    
    
    
    
    
    
    
    87,602Depreciation and Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,701
    
    
    
    7,313
    
    
    
    2,721
    
    
    
    
    
    
    
    36,735Taxes, Other Than Income Taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,970
    
    
    
    
    
    
    
    
    
    
    
    12,970Selling, General & Administrative
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    308
    
    
    
    35,462
    
    
    
    2,997
    
    
    
    
    
    
    
    38,767Total Operating Expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,009
    
    
    
    463,554
    
    
    
    16,487
    
    
    
    (28,038
    )
    
    
    479,012OPERATING (LOSS) INCOME
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,614
    )
    
    
    26,312
    
    
    
    2,452
    
    
    
    
    
    
    
    26,150OTHER EXPENSE (INCOME)Interest Expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,802
    
    
    
    408
    
    
    
    1,412
    
    
    
    
    
    
    
    25,622Interest (Income) Expense from Affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (331
    )
    
    
    
    
    
    
    331
    
    
    
    
    
    
    
    Other, Net
    
    
    (3,211
    )
    
    
    (3,211
    )
    
    
    (5,516
    )
    
    
    (31,601
    )
    
    
    (1,576
    )
    
    
    (866
    )
    
    
    40,208
    
    
    
    (5,773
    )(3,211
    )
    
    
    (3,211
    )
    
    
    (5,516
    )
    
    
    (8,130
    )
    
    
    (1,168
    )
    
    
    877
    
    
    
    40,208
    
    
    
    19,849INCOME BEFORE INCOME TAXES
    
    
    3,211
    
    
    
    3,211
    
    
    
    5,516
    
    
    
    5,516
    
    
    
    27,480
    
    
    
    1,575
    
    
    
    (40,208
    )
    
    
    6,301INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    2,305
    
    
    
    
    
    
    
    180
    
    
    
    605
    
    
    
    
    
    
    
    3,090NET INCOME
    
    $
    3,211
    
    
    $
    3,211
    
    
    $
    3,211
    
    
    $
    5,516
    
    
    $
    27,300
    
    
    $
    970
    
    
    $
    (40,208
    )
    
    $
    3,211
 17




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##### Table of Contents



AMERICAN COMMERCIAL LINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
Combining Statement of Operations for the Nine Months Ended October 1, 2004(In thousands)
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedACL Inc.
    
    
    Parent
    
    
    Guarantor
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsREVENUE
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    46,476
    
    
    $
    431,487
    
    
    $
    25,049
    
    
    $
    (50,976
    )
    
    $
    452,036OPERATING EXPENSEMaterials, Supplies and Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,346
    
    
    
    186,126
    
    
    
    8,635
    
    
    
    (805
    )
    
    
    197,302Rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66,349
    
    
    
    1,745
    
    
    
    (50,171
    )
    
    
    17,923Labor and Fringe Benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    84,129
    
    
    
    3,146
    
    
    
    
    
    
    
    87,275Fuel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62,438
    
    
    
    350
    
    
    
    
    
    
    
    62,788Depreciation and Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,762
    
    
    
    11,222
    
    
    
    3,438
    
    
    
    
    
    
    
    40,422Taxes, Other Than Income Taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,750
    
    
    
    
    
    
    
    
    
    
    
    14,750Selling, General & Administrative
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9
    
    
    
    24,469
    
    
    
    3,514
    
    
    
    
    
    
    
    27,992Total Operating Expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,117
    
    
    
    449,483
    
    
    
    20,828
    
    
    
    (50,976
    )
    
    
    448,452OPERATING INCOME (LOSS)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,359
    
    
    
    (17,996
    )
    
    
    4,221
    
    
    
    
    
    
    
    3,584OTHER EXPENSE (INCOME)Interest Expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,510
    
    
    
    91
    
    
    
    1,355
    
    
    
    
    
    
    
    28,956Interest (Income) Expense from Affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,047
    )
    
    
    414
    
    
    
    2,633
    
    
    
    
    
    
    
    Other, Net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66,867
    
    
    
    31,684
    
    
    
    (402
    )
    
    
    (101,457
    )
    
    
    (3,308
    )
    
    
    
    
    
    
    
    
    
    
    
    91,330
    
    
    
    32,189
    
    
    
    3,586
    
    
    
    (101,457
    )
    
    
    25,648(LOSS) INCOME BEFORE REORGANIZATION
ITEMS AND INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (73,971
    )
    
    
    (50,185
    )
    
    
    635
    
    
    
    101,457
    
    
    
    (22,064
    )REORGANIZATION ITEMS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (110
    )
    
    
    16,539
    
    
    
    34,791
    
    
    
    
    
    
    
    51,220LOSS BEFORE INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (73,861
    )
    
    
    (66,724
    )
    
    
    (34,156
    )
    
    
    101,457
    
    
    
    (73,284
    )INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    117
    
    
    
    460
    
    
    
    
    
    
    
    577NET LOSS
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (73,861
    )
    
    $
    (66,841
    )
    
    $
    (34,616
    )
    
    $
    101,457
    
    
    $
    (73,861
    )
 18




---



##### Table of Contents



AMERICAN COMMERCIAL LINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
Combining Statement of Financial Position at September 30, 2005(In thousands)
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedACL Inc.
    
    
    Parent
    
    
    Guarantor
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsASSETSCURRENT ASSETSCash and Cash Equivalents
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    3,495
    
    
    $
    26
    
    
    $
    4,207
    
    
    $
    
    
    
    $
    7,728Cash, Restricted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,330
    
    
    
    
    
    
    
    10,330Accounts Receivable, Net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    85,436
    
    
    
    7,082
    
    
    
    
    
    
    
    92,532Accounts Receivable  Intercompany
    
    
    
    
    
    
    
    
    
    
    (2,519
    )
    
    
    173,314
    
    
    
    (166,605
    )
    
    
    (4,190
    )
    
    
    
    
    
    
    Materials and Supplies
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,461
    
    
    
    1,914
    
    
    
    
    
    
    
    66,375Deferred Tax Asset  Current
    
    
    
    
    
    
    
    
    
    
    6,062
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,062Other Current Assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,786
    
    
    
    16,810
    
    
    
    1,668
    
    
    
    (558
    )
    
    
    19,706Total Current Assets
    
    
    
    
    
    
    
    
    
    
    3,543
    
    
    
    178,609
    
    
    
    128
    
    
    
    21,011
    
    
    
    (558
    )
    
    
    202,733PROPERTIES-Net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    307,406
    
    
    
    62,453
    
    
    
    48,297
    
    
    
    
    
    
    
    418,156PENSION ASSETS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,438
    
    
    
    
    
    
    
    
    
    
    
    16,438INVESTMENT IN SUBSIDIARIES
    
    
    105,305
    
    
    
    105,305
    
    
    
    107,610
    
    
    
    (15,528
    )
    
    
    (115,742
    )
    
    
    1,388
    
    
    
    (188,338
    )
    
    
    INVESTMENT IN EQUITY INVESTEES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,802
    
    
    
    942
    
    
    
    
    
    
    
    4,744DEFERRED TAX ASSET
    
    
    
    
    
    
    
    
    
    
    19,005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,005OTHER ASSETS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,988
    
    
    
    5,795
    
    
    
    67
    
    
    
    
    
    
    
    14,850Total Assets
    
    $
    105,305
    
    
    $
    105,305
    
    
    $
    130,158
    
    
    $
    479,475
    
    
    $
    (27,126
    )
    
    $
    71,705
    
    
    $
    (188,896
    )
    
    $
    675,926LIABILITIESCURRENT LIABILITIESAccounts Payable
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    8,655
    
    
    $
    16,962
    
    
    $
    474
    
    
    $
    
    
    
    $
    26,091Accrued Payroll and Fringe Benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89
    
    
    
    19,806
    
    
    
    
    
    
    
    
    
    
    
    19,895Deferred Revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,233
    
    
    
    (46
    )
    
    
    (69
    )
    
    
    16,118Accrued Claims and Insurance Premiums
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,060
    
    
    
    
    
    
    
    
    
    
    
    8,060Accrued Interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,238
    
    
    
    37
    
    
    
    439
    
    
    
    
    
    
    
    3,714Current Portion of Long-Term Debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,887
    
    
    
    
    
    
    
    2,887Accrued Reorganization Claims and Fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,615
    
    
    
    
    
    
    
    
    
    
    
    2,615Other Liabilities
    
    
    
    
    
    
    
    
    
    
    4,351
    
    
    
    254
    
    
    
    26,524
    
    
    
    3,293
    
    
    
    
    
    
    
    34,422Total Current Liabilities
    
    
    
    
    
    
    
    
    
    
    4,351
    
    
    
    12,236
    
    
    
    90,237
    
    
    
    7,047
    
    
    
    (69
    )
    
    
    113,802LONG-TERM DEBT
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    353,400
    
    
    
    9,464
    
    
    
    27,781
    
    
    
    
    
    
    
    390,645PENSION LIABILITY
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,621
    
    
    
    
    
    
    
    
    
    
    
    24,621DEFERRED TAX LIABILITY
    
    
    
    
    
    
    
    
    
    
    25,582
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,582OTHER LONG-TERM LIABILITIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,026
    
    
    
    5,434
    
    
    
    (489
    )
    
    
    15,971Total Liabilities
    
    
    
    
    
    
    
    
    
    
    29,933
    
    
    
    365,636
    
    
    
    135,348
    
    
    
    40,262
    
    
    
    (558
    )
    
    
    570,621STOCKHOLDERS EQUITYCommon Stock
    
    
    232
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,813
    
    
    
    (1,813
    )
    
    
    232Members Interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,994
    
    
    
    (10,994
    )
    
    
    Other Capital
    
    
    105,768
    
    
    
    106,000
    
    
    
    106,000
    
    
    
    106,000
    
    
    
    
    
    
    
    50,518
    
    
    
    (368,518
    )
    
    
    105,768Unearned Compensation
    
    
    (3,906
    )
    
    
    (3,906
    )
    
    
    (3,906
    )
    
    
    (3,906
    )
    
    
    
    
    
    
    
    
    
    
    11,718
    
    
    
    (3,906
    )Retained Earnings (Deficit)
    
    
    3,211
    
    
    
    3,211
    
    
    
    (1,869
    )
    
    
    11,745
    
    
    
    (162,474
    )
    
    
    (31,882
    )
    
    
    181,269
    
    
    
    3,211Total Stockholders Equity (Deficit)
    
    
    105,305
    
    
    
    105,305
    
    
    
    100,225
    
    
    
    113,839
    
    
    
    (162,474
    )
    
    
    31,443
    
    
    
    (188,338
    )
    
    
    105,305Total Liabilities and Stockholders
Equity (Deficit)
    
    $
    105,305
    
    
    $
    105,305
    
    
    $
    130,158
    
    
    $
    479,475
    
    
    $
    (27,126
    )
    
    $
    71,705
    
    
    $
    (188,896
    )
    
    $
    675,926
 19




---



##### Table of Contents



AMERICAN COMMERCIAL LINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
Combining Statement of Financial Position at December 31, 2004(In thousands)
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedACL Inc.
    
    
    Parent
    
    
    Guarantor
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsASSETSCURRENT ASSETSCash and Cash Equivalents
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    39,452
    
    
    $
    30
    
    
    $
    7,163
    
    
    $
    
    
    
    $
    46,645Cash, Restricted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,182
    
    
    
    
    
    
    
    9,182Accounts Receivable, Net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92
    
    
    
    70,485
    
    
    
    7,420
    
    
    
    
    
    
    
    77,997Accounts Receivable  Intercompany
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    145,701
    
    
    
    (144,011
    )
    
    
    (1,690
    )
    
    
    
    
    
    
    Materials and Supplies
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,270
    
    
    
    2,087
    
    
    
    
    
    
    
    46,357Deferred Tax Asset  Current
    
    
    
    
    
    
    
    
    
    
    3,916
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,916Other Current Assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,942
    
    
    
    15,116
    
    
    
    1,531
    
    
    
    
    
    
    
    21,589Total Current Assets
    
    
    
    
    
    
    
    
    
    
    3,916
    
    
    
    190,187
    
    
    
    (14,110
    )
    
    
    25,693
    
    
    
    
    
    
    
    205,686PROPERTIES-Net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    322,052
    
    
    
    63,450
    
    
    
    51,180
    
    
    
    
    
    
    
    436,682PENSION ASSETS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,638
    
    
    
    
    
    
    
    
    
    
    
    15,638INVESTMENT IN SUBSIDIARIES
    
    
    100,098
    
    
    
    100,098
    
    
    
    100,098
    
    
    
    (39,322
    )
    
    
    37,319
    
    
    
    977
    
    
    
    (299,268
    )
    
    
    INVESTMENT IN EQUITY INVESTEES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,368
    
    
    
    1,028
    
    
    
    
    
    
    
    4,396DEFERRED TAX ASSET
    
    
    
    
    
    
    
    
    
    
    17,791
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,791OTHER ASSETS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (270
    )
    
    
    5,474
    
    
    
    71
    
    
    
    
    
    
    
    5,275Total Assets
    
    $
    100,098
    
    
    $
    100,098
    
    
    $
    121,805
    
    
    $
    472,647
    
    
    $
    111,139
    
    
    $
    78,949
    
    
    $
    (299,268
    )
    
    $
    685,468LIABILITIESCURRENT LIABILITIESAccounts Payable
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    35
    
    
    $
    24,505
    
    
    $
    921
    
    
    $
    
    
    
    $
    25,461Accrued Payroll and Fringe Benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9
    
    
    
    16,736
    
    
    
    
    
    
    
    
    
    
    
    16,745Deferred Revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,760
    
    
    
    
    
    
    
    
    
    
    
    13,760Accrued Claims and Insurance Premiums
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,127
    
    
    
    
    
    
    
    
    
    
    
    13,127Accrued Interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,114
    
    
    
    
    
    
    
    159
    
    
    
    
    
    
    
    1,273Current Portion of Long-Term Debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,887
    
    
    
    
    
    
    
    2,887Accrued Reorganization Claims and Fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,603
    
    
    
    
    
    
    
    
    
    
    
    15,603Other Liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    291
    
    
    
    21,276
    
    
    
    3,373
    
    
    
    
    
    
    
    24,940Total Current Liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,449
    
    
    
    105,007
    
    
    
    7,340
    
    
    
    
    
    
    
    113,796LONG-TERM DEBT
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    364,717
    
    
    
    9,464
    
    
    
    29,365
    
    
    
    
    
    
    
    403,546PENSION LIABILITY
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,120
    
    
    
    
    
    
    
    
    
    
    
    22,120DEFERRED TAX LIABILITY
    
    
    
    
    
    
    
    
    
    
    26,787
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,787OTHER LONG-TERM LIABILITIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    154
    
    
    
    10,291
    
    
    
    8,676
    
    
    
    
    
    
    
    19,121Total Liabilities
    
    
    
    
    
    
    
    
    
    
    26,787
    
    
    
    366,320
    
    
    
    146,882
    
    
    
    45,381
    
    
    
    
    
    
    
    585,370STOCKHOLDERS EQUITYCommon Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,813
    
    
    
    (1,813
    )
    
    
    Members Interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,663
    
    
    
    (10,663
    )
    
    
    Other Capital
    
    
    100,098
    
    
    
    100,098
    
    
    
    95,018
    
    
    
    106,327
    
    
    
    (35,743
    )
    
    
    50,518
    
    
    
    (316,218
    )
    
    
    100,098Retained Deficit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,426
    )
    
    
    29,426
    
    
    
    Total Stockholders Equity (Deficit)
    
    
    100,098
    
    
    
    100,098
    
    
    
    95,018
    
    
    
    106,327
    
    
    
    (35,743
    )
    
    
    33,568
    
    
    
    (299,268
    )
    
    
    100,098Total Liabilities and Stockholders Equity
    
    $
    100,098
    
    
    $
    100,098
    
    
    $
    121,805
    
    
    $
    472,647
    
    
    $
    111,139
    
    
    $
    78,949
    
    
    $
    (299,268
    )
    
    $
    685,468
 20




---



##### Table of Contents



AMERICAN COMMERCIAL LINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
Combining Statement of Cash Flows for the Nine Months Ended September 30, 2005
(Unaudited)(In thousands)
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedACL Inc,
    
    
    Parent
    
    
    Guarantor
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsNet Income
    
    $
    3,211
    
    
    $
    3,211
    
    
    $
    3,211
    
    
    $
    5,516
    
    
    $
    27,300
    
    
    $
    970
    
    
    $
    (40,208
    )
    
    $
    3,211Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:Depreciation and Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,701
    
    
    
    7,313
    
    
    
    2,721
    
    
    
    
    
    
    
    36,735Debt Issuance Cost Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,562
    
    
    
    
    
    
    
    107
    
    
    
    
    
    
    
    2,669Gain on Property Dispositions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,209
    )
    
    
    (38
    )
    
    
    (106
    )
    
    
    
    
    
    
    (4,353
    )Contributions to Defined Benefit Pension Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,417
    )
    
    
    
    
    
    
    
    
    
    
    (3,417
    )Other Operating Activities
    
    
    (3,211
    )
    
    
    (3,211
    )
    
    
    (2,897
    )
    
    
    (62,822
    )
    
    
    36,730
    
    
    
    (526
    )
    
    
    39,718
    
    
    
    3,781Changes in Operating Assets and Liabilities:Accounts Receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (108
    )
    
    
    (14,965
    )
    
    
    338
    
    
    
    
    
    
    
    (14,735
    )Intercompany Accounts Receivable/Payable
    
    
    
    
    
    
    
    
    
    
    (2,519
    )
    
    
    27,612
    
    
    
    (22,593
    )
    
    
    (2,500
    )
    
    
    
    
    
    
    Materials and Supplies
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,498
    )
    
    
    173
    
    
    
    
    
    
    
    (17,325
    )Accrued Interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,243
    
    
    
    37
    
    
    
    280
    
    
    
    
    
    
    
    2,560Other Current Assets
    
    
    
    
    
    
    
    
    
    
    (2,146
    )
    
    
    761
    
    
    
    (2,009
    )
    
    
    (138
    )
    
    
    559
    
    
    
    (2,973
    )Other Current Liabilities
    
    
    
    
    
    
    
    
    
    
    4,351
    
    
    
    1,835
    
    
    
    11,676
    
    
    
    (601
    )
    
    
    (69
    )
    
    
    17,192Net Cash Provided by Operating Activities
before Reorganization Items
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91
    
    
    
    22,536
    
    
    
    718
    
    
    
    
    
    
    
    23,345Reorganization Items Paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,988
    )
    
    
    
    
    
    
    
    
    
    
    (12,988
    )Net Cash Provided by Operating Activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91
    
    
    
    9,548
    
    
    
    718
    
    
    
    
    
    
    
    10,357INVESTING ACTIVITIESProperty Additions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,129
    )
    
    
    (4,969
    )
    
    
    (31
    )
    
    
    
    
    
    
    (26,129
    )Proceeds from Property Dispositions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,663
    
    
    
    537
    
    
    
    300
    
    
    
    
    
    
    
    13,500Net Change in Restricted Cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,148
    )
    
    
    
    
    
    
    (1,148
    )Investment in Vessel Leasing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,500
    )Other Investing Activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    206
    
    
    
    (2,306
    )
    
    
    58
    
    
    
    
    
    
    
    (2,042
    )Net Cash Used in Investing Activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,760
    )
    
    
    (6,738
    )
    
    
    (821
    )
    
    
    
    
    
    
    (18,319
    )FINANCING ACTIVITIESLong-Term Debt Repaid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (382,146
    )
    
    
    
    
    
    
    (1,690
    )
    
    
    
    
    
    
    (383,836
    )Revolving Credit Facility Borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    170,710
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    170,7102015 Senior Note Borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000Outstanding Checks
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,814
    )
    
    
    
    
    
    
    
    
    
    
    (2,814
    )Debt Costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,233
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,233
    )Other Financing Activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (619
    )
    
    
    
    
    
    
    (1,163
    )
    
    
    
    
    
    
    (1,782
    )Net Cash Used in Financing Activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,288
    )
    
    
    (2,814
    )
    
    
    (2,853
    )
    
    
    
    
    
    
    (30,955
    )Net Decrease in Cash and Cash Equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (35,957
    )
    
    
    (4
    )
    
    
    (2,956
    )
    
    
    
    
    
    
    (38,917
    )Cash and Cash Equivalents at Beginning of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,452
    
    
    
    30
    
    
    
    7,163
    
    
    
    
    
    
    
    46,645Cash and Cash Equivalents at End of Period
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    3,495
    
    
    $
    26
    
    
    $
    4,207
    
    
    $
    
    
    
    $
    7,728
 21




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##### Table of Contents



AMERICAN COMMERCIAL LINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
Combining Statement of Cash Flows for the Nine Months Ended October 1, 2004
(Unaudited)(In thousands)
 Parent
    
    
    
    
    
    
    Subsidiary
    
    
    Non-
    
    
    
    
    
    
    CombinedACL Inc.
    
    
    Parent
    
    
    Guarantor
    
    
    Issuers
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalsNet Loss
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (73,861
    )
    
    $
    (66,841
    )
    
    $
    (34,616
    )
    
    $
    101,457
    
    
    $
    (73,861
    )Adjustments to Reconcile Net Loss to Net Cash
Provided by Operating Activities:Depreciation and Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,762
    
    
    
    11,222
    
    
    
    3,438
    
    
    
    
    
    
    
    40,422Interest Accretion and Debt Issuance Cost Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,941
    
    
    
    
    
    
    
    107
    
    
    
    
    
    
    
    7,048Loss on Sale of Argentina Assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,206
    
    
    
    
    
    
    
    35,206Loss on Property Dispositions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27
    
    
    
    139
    
    
    
    
    
    
    
    
    
    
    
    166Other Operating Activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (73,417
    )
    
    
    99,437
    
    
    
    74,244
    
    
    
    (101,204
    )
    
    
    (940
    )Reorganization Items
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,014
    
    
    
    
    
    
    
    
    
    
    
    16,014Changes in Operating Assets and Liabilities:Accounts Receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,409
    )
    
    
    (2,130
    )
    
    
    1,495
    
    
    
    
    
    
    
    (3,044
    )Intercompany Accounts Receivable/Payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,551
    
    
    
    (35,699
    )
    
    
    22,401
    
    
    
    (253
    )
    
    
    Intercompany Long-term Advances/Payables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    101,411
    
    
    
    (3,000
    )
    
    
    (98,411
    )
    
    
    
    
    
    
    Materials and Supplies
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,420
    )
    
    
    (604
    )
    
    
    
    
    
    
    (11,024
    )Accrued Interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,906
    
    
    
    
    
    
    
    264
    
    
    
    
    
    
    
    3,170Other Current Assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (169
    )
    
    
    1,388
    
    
    
    1,076
    
    
    
    (125
    )
    
    
    2,170Other Current Liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,917
    
    
    
    8,787
    
    
    
    2,659
    
    
    
    125
    
    
    
    15,488Net Cash Provided by Operating Activities
before Reorganization Items
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,659
    
    
    
    18,897
    
    
    
    7,259
    
    
    
    
    
    
    
    30,815Reorganization Items Paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,746
    )
    
    
    
    
    
    
    
    
    
    
    (15,746
    )Net Cash Provided by Operating Activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,659
    
    
    
    3,151
    
    
    
    7,259
    
    
    
    
    
    
    
    15,069INVESTING ACTIVITIESProperty Additions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,888
    )
    
    
    (1,482
    )
    
    
    (936
    )
    
    
    
    
    
    
    (7,306
    )Proceeds from Property Dispositions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,933
    
    
    
    721
    
    
    
    
    
    
    
    
    
    
    
    3,654Net Change in Restricted Cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,327
    )
    
    
    
    
    
    
    (1,327
    )Proceeds from Sale of Argentina Assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,100Other Investing Activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (802
    )
    
    
    
    
    
    
    
    
    
    
    (802
    )Net Cash Provided by (Used in) Investing Activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,145
    
    
    
    (1,563
    )
    
    
    (2,263
    )
    
    
    
    
    
    
    18,319FINANCING ACTIVITIESShort-Term Borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,354
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,354DIP Credit Facility Repayments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38,650
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38,650
    )Long-Term Debt Repaid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,690
    )
    
    
    
    
    
    
    (1,690
    )Outstanding Checks
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,582
    )
    
    
    
    
    
    
    
    
    
    
    (1,582
    )Debt Costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (844
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (844
    )Other Financing Activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (639
    )
    
    
    
    
    
    
    (639
    )Net Cash Used in Financing Activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,140
    )
    
    
    (1,582
    )
    
    
    (2,329
    )
    
    
    
    
    
    
    (41,051
    )Net (Decrease) Increase in Cash and Cash Equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,336
    )
    
    
    6
    
    
    
    2,667
    
    
    
    
    
    
    
    (7,663
    )Cash and Cash Equivalents at Beginning of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,640
    
    
    
    33
    
    
    
    3,602
    
    
    
    
    
    
    
    35,275Cash and Cash Equivalents at End of Period
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    21,304
    
    
    $
    39
    
    
    $
    6,269
    
    
    $
    
    
    
    $
    27,612
 22




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 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 three months and nine months ended September 30, 2005 compared to the
results of operations for the three months and nine months ended October 1, 2004.
    
    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 September 30,
2005 and an analysis of the Companys cash flows for the nine months ended September 30,
2005.
    
    Seasonality.This section discusses the seasonality of our business.
    
    Changes in Accounting Standards.This section discusses certain changes in accounting
and reporting standards applicable to the Company.
    
    Critical Accounting Policies.This section discusses 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. The Companys significant accounting policies, including those considered to
be critical accounting policies, are also summarized in notes 1 and 2 to the accompanying
condensed consolidated financial statements.
    
    Quantitative and Qualitative Disclosures about Market Risk.This section discusses
exposure to potential loss arising from adverse changes in fuel prices, interest rates and
foreign currency exchange rates.
    
    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 prospectus, 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.
 23




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##### Table of Contents



OVERVIEW
 Our Business
  RiverTrac
     24




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##### Table of Contents



Domestic Barges
    
    Dry
    
    
    Tankers
    
    
    TotalBarges operated as of the end of the second quarter 2005
    
    
    2,832
    
    
    
    365
    
    
    
    3,197Retired
    
    
    (15
    )
    
    
    (5
    )
    
    
    (20
    )New builds
    
    
    
    
    
    
    13
    
    
    
    13Change in number of barges leased
    
    
    
    
    
    
    
    
    
    
    Barges operated as of the end of the third quarter 2005
    
    
    2,817
    
    
    
    373
    
    
    
    3,190
 Domestic Barges
    
    Dry
    
    
    Tankers
    
    
    TotalBarges operated as of the end of 2004
    
    
    2,861
    
    
    
    379
    
    
    
    3,240Retired
    
    
    (41
    )
    
    
    (22
    )
    
    
    (63
    )New builds
    
    
    
    
    
    
    16
    
    
    
    16Change in number of barges leased
    
    
    (3
    )
    
    
    
    
    
    
    (3
    )Barges operated as of the end of the third quarter 2005
    
    
    2,817
    
    
    
    373
    
    
    
    3,190
 Outlook
 Barge Transportation Services.
   25




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##### Table of Contents



26




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##### Table of Contents



Manufacturing.
 Other.
 Recent Developments
     27




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##### Table of Contents



RESULTS OF OPERATIONS
 Quarter Ended September 30, 2005 Compared to Quarter Ended October 1, 2004
 28




---



##### Table of Contents



ACL and Predecessor Company
OPERATING RESULTS by BUSINESS SEGMENT
Quarter Ended September 30, 2005 as compared with Quarter Ended October 1, 2004
(Dollars in thousands, except revenue per barge operated)
 Quarter
    
    Quarter
    
    2005
    
    % of ConsolidatedEnded
    
    Ended
    
    Better
    
    RevenueSeptember 30,
    
    October 1,
    
    (Worse)
    
    Third Quarter
    
    Third Quarter2005
    
    2004
    
    than 2004
    
    2005
    
    2004REVENUEDomestic Barging
    
    $
    143,760
    
    
    $
    123,441
    
    
    $
    20,319
    
    
    
    81.7
    %
    
    
    77.8
    %International Barging
    
    
    7,463
    
    
    
    9,745
    
    
    
    (2,282
    )
    
    
    4.2
    %
    
    
    6.1
    %Manufacturing
    
    
    34,919
    
    
    
    24,066
    
    
    
    10,853
    
    
    
    19.9
    %
    
    
    15.2
    %Other
    
    
    2,603
    
    
    
    2,127
    
    
    
    476
    
    
    
    1.5
    %
    
    
    1.3
    %Intersegment manufacturing
elimination
    
    
    (12,891
    )
    
    
    (663
    )
    
    
    (12,228
    )
    
    
    -7.3
    %
    
    
    -0.4
    %Consolidated Revenue
    
    $
    175,854
    
    
    $
    158,716
    
    
    $
    17,138
    
    
    
    100.0
    %
    
    
    100.0
    %OPERATING EXPENSEDomestic Barging
    
    $
    133,905
    
    
    $
    118,984
    
    
    $
    (14,921
    )International Barging
    
    
    5,023
    
    
    
    5,124
    
    
    
    101Manufacturing
    
    
    32,138
    
    
    
    22,700
    
    
    
    (9,438
    )Other
    
    
    2,218
    
    
    
    2,086
    
    
    
    (132
    )Intersegment manufacturing
elimination
    
    
    (11,436
    )
    
    
    (663
    )
    
    
    10,773Consolidated Operating Expense
    
    $
    161,848
    
    
    $
    148,231
    
    
    $
    (13,617
    )
    
    
    92.0
    %
    
    
    93.4
    %OPERATING INCOMEDomestic Barging
    
    $
    9,855
    
    
    $
    4,457
    
    
    $
    5,398International Barging
    
    
    2,440
    
    
    
    4,621
    
    
    
    (2,181
    )Manufacturing
    
    
    2,781
    
    
    
    1,366
    
    
    
    1,415Other
    
    
    385
    
    
    
    41
    
    
    
    344Intersegment manufacturing
elimination
    
    
    (1,455
    )
    
    
    
    
    
    
    (1,455
    )Consolidated Operating Income
    
    $
    14,006
    
    
    $
    10,485
    
    
    $
    3,521
    
    
    
    8.0
    %
    
    
    6.6
    %Interest Expense
    
    
    7,868
    
    
    
    9,508
    
    
    
    1,640Other Expense (Income)
    
    
    (57
    )
    
    
    (1,581
    )
    
    
    (1,524
    )Reorganization Items
    
    
    
    
    
    
    3,826
    
    
    
    3,826Income (Loss) before Income Taxes
    
    $
    6,195
    
    
    $
    (1,268
    )
    
    $
    7,463Income Taxes
    
    
    2,689
    
    
    
    263
    
    
    
    (2,426
    )Net Income (Loss)
    
    $
    3,506
    
    
    $
    (1,531
    )
    
    $
    5,037Domestic Barges Operated ( average
of period beginning and end)
    
    
    3,194
    
    
    
    3,261
    
    
    
    (67
    )Domestic
Barging Revenue per Barge Operated
    
    $
    45,009
    
    
    $
    37,854
    
    
    $
    7,155
 Revenue.
 29




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##### Table of Contents



Operating Expense.
   30




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##### Table of Contents



Interest Expense.
 Other Income.
 Reorganization Items.
 Income Tax Expense.
 Net Income (Loss).
 Nine Months Ended September 30, 2005 Compared with Nine Months Ended October 1, 2004
  31




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##### Table of Contents



ACL and Predecessor Company
OPERATING RESULTS by BUSINESS SEGMENT
Nine Months Ended September 30, 2005 as compared with Nine Months Ended October 1, 2004
(Dollars in thousands, except revenue per barge operated)
 Nine Months
    
    Nine Months
    
    2005
    
    % of ConsolidatedEnded
    
    Ended
    
    Better
    
    RevenueSeptember 30,
    
    October 1,
    
    (Worse)
    
    Nine Months
    
    Nine Months2005
    
    2004
    
    than 2004
    
    2005
    
    2004REVENUEDomestic Barging
    
    $
    416,352
    
    
    $
    354,673
    
    
    $
    61,679
    
    
    
    82.4
    %
    
    
    78.5
    %International Barging
    
    
    13,133
    
    
    
    19,164
    
    
    
    (6,031
    )
    
    
    2.6
    %
    
    
    4.2
    %Manufacturing
    
    
    85,820
    
    
    
    72,947
    
    
    
    12,873
    
    
    
    17.0
    %
    
    
    16.1
    %Other
    
    
    7,575
    
    
    
    6,388
    
    
    
    1,187
    
    
    
    1.5
    %
    
    
    1.4
    %Intersegment manufacturing elimination
    
    
    (17,718
    )
    
    
    (1,136
    )
    
    
    (16,582
    )
    
    
    -3.5
    %
    
    
    -0.2
    %Consolidated Revenue
    
    $
    505,162
    
    
    $
    452,036
    
    
    $
    53,126
    
    
    
    100.0
    %
    
    
    100.0
    %OPERATING EXPENSEDomestic Barging
    
    $
    394,126
    
    
    $
    354,262
    
    
    $
    (39,864
    )International Barging
    
    
    13,783
    
    
    
    17,348
    
    
    
    3,565Manufacturing
    
    
    81,321
    
    
    
    71,386
    
    
    
    (9,935
    )Other
    
    
    6,022
    
    
    
    6,592
    
    
    
    570Intersegment manufacturing elimination
    
    
    (16,240
    )
    
    
    (1,136
    )
    
    
    15,104Consolidated Operating Expense
    
    $
    479,012
    
    
    $
    448,452
    
    
    $
    (30,560
    )
    
    
    94.8
    %
    
    
    99.2
    %OPERATING INCOMEDomestic Barging
    
    $
    22,226
    
    
    $
    411
    
    
    $
    21,815International Barging
    
    
    (650
    )
    
    
    1,816
    
    
    
    (2,466
    )Manufacturing
    
    
    4,499
    
    
    
    1,561
    
    
    
    2,938Other
    
    
    1,553
    
    
    
    (204
    )
    
    
    1,757Intersegment manufacturing elimination
    
    
    (1,478
    )
    
    
    
    
    
    
    (1,478
    )Consolidated Operating Income
    
    $
    26,150
    
    
    $
    3,584
    
    
    $
    22,566
    
    
    
    5.2
    %
    
    
    0.8
    %Interest Expense
    
    
    25,622
    
    
    
    28,956
    
    
    
    3,334Other Expense (Income)
    
    
    (5,773
    )
    
    
    (3,308
    )
    
    
    2,465Reorganization Items
    
    
    
    
    
    
    51,220
    
    
    
    51,220Income (Loss) before Income Taxes
    
    $
    6,301
    
    
    $
    (73,284
    )
    
    $
    79,585Income Taxes
    
    
    3,090
    
    
    
    577
    
    
    
    (2,513
    )Net Income (Loss)
    
    $
    3,211
    
    
    $
    (73,861
    )
    
    $
    77,072Domestic Barges Operated ( average of
period beginning and end)
    
    
    3,215
    
    
    
    3,398
    
    
    
    (183
    )Domestic
Barging Revenue per Barge Operated
    
    $
    129,503
    
    
    $
    104,377
    
    
    $
    25,126
 Revenue.
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Operating Expense.
   33




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Interest Expense.
 Other Income.
 Reorganization Items.
 Income Tax Expense.
 Net Income (Loss).
 LIQUIDITY AND CAPITAL RESOURCES
  34




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Our Indebtedness and Financial Restructuring
     35




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36




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Net Cash, Capital Expenditures and Cash Flow
     37




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SEASONALITY
  CHANGES IN ACCOUNTING STANDARDS
    CRITICAL ACCOUNTING POLICIES
  38




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Revenue Recognition
       Expense Estimates for Harbor and Towing Service Charges
  Insurance Claim Loss Deductibles
  39




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Employee Benefit Plans
    Impairment of Long-Lived Assets
  Assets and Asset Capitalization Policies
   40




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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Fuel Price Risk
  Interest Rate and Other Risks
  Foreign Currency Exchange Rate Risks
  RISK FACTORS AND FORWARD-LOOKING STATEMENTS
  41




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  
 ITEM 4. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
 Changes in Internal Control over Financial Reporting
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PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS.
  Current Legal Proceeding.
 
    
    Miller Appeal.On January 19, 2005, Milfam II LP and Trust A-4, together referred
to as the Miller Entities, holders of approximately $23 million in principal amount of
our 12% Pay-in-Kind Senior Subordinated Notes due July 1, 2008 (the PIK Notes), filed
a notice of appeal, commencing an appeal to the United States District Court for the
Southern District of Indiana (the District Court) of (1) the order of the U.S.
Bankruptcy Court, Southern District of Indiana, New Albany Division (the Bankruptcy
Court) entered on December 30, 2004 confirming the Plan of Reorganization (the
Confirmation Order) and (2) the order of the Bankruptcy Court entered on January 12,
2005 denying the Miller Entities Motion For Reconsideration And To Open Record To
Include Recent Senior Debt Trading Information. On February 17, 2005, the Miller
Entities sought a limited stay of the Bankruptcy Courts Confirmation Order. On March 3,
2005, the Bankruptcy Court entered an order denying the Miller Entities request for a
limited stay. The Confirmation Order remains in full force and effect.On January 31, 2005, the Miller Entities filed a statement of issues to be raised in
the appeal to the District Court. These issues include, among others, that the enterprise
value as of the effective date of the Plan of Reorganization (January 11, 2005) of the
reorganized debtors of $500 million as determined by the Bankruptcy Court as part of the
Confirmation Order is too low and was based on inaccurate and incomplete information; the
Plan of Reorganization is not fair and equitable as to the Miller Entities and other
holders of PIK Notes; the Miller Entities claims should not have been subordinated to
the claims of holders of the 2008 Senior Notes as provided under the Plan of
Reorganization; third-party releases provided by the Plan of Reorganization should not
have been granted; the ballot cast by HY I to accept the Plan of Reorganization should be
disregarded; and Danielson Holding Corporation should not have received any recovery
under the Plan of Reorganization.The Miller Entities filed their Appellants Brief on March 10, 2005. On March 25,
2005, we filed the Appellees Brief and the Appellees Motion to Dismiss. In the
Appellees Motion To Dismiss, we asserted that the appeal should be dismissed because,
under principles sometimes referred to as equitable mootness, no relief may be
equitably fashioned even if the Miller Entities raise a legitimate ground for reversal or
modification of all or some part of the Confirmation Order. The Miller Entities filed
their Response In Opposition To Appellees Motion to Dismiss on April 1, 2005 and their
Appellants Reply Brief on April 4, 2005. On April 12, 2005, we filed the following: (i)
Motion To Strike Declaration Of Tom Thompson; (ii) Brief In Support Of The Motion To
Strike Declaration Of Tom Thompson; and (iii) Reply To Response Of Miller Entities
Opposition To Motion To Dismiss. On April 21, 2004, the Miller Entities filed the
Response By MilFam II LP And Trust A-4 In Opposition To Appellees Motion To Strike
Declaration Of Tom Thompson and on May 2, 2005, we filed Appellees Reply Regarding
Motion To Strike Declaration Of Tom Thompson. On May 11, 2005, the Miller Entities filed
the Response By MilFam II LP And Trust A-4 In Opposition To Appellees Second Motion To
Strike Declaration Of Tom Thompson, and on June 21, 2005, they filed the Request By
Miller Entities For Oral Argument. We filed Appellees Response To Request For Oral
Argument on June 28, 2005, and the Miller Entities filed the Reply By MilFam II LP And
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Trust A-4 To Appellees Response To Request For Oral Argument on July 8, 2005. On
August 9, 2005, the Miller Entities filed an Emergency Motion for Expedited Consideration
of Appeal, which was denied by the District Court on August 18, 2005.
 In several of the briefs and other pleadings filed with the District Court, the
Miller Entities have stated that they seek a limited remedy and are not seeking to
undo the Plan of Reorganization. The Miller Entities have asserted that they are
seeking to recover a portion of the equity value of the reorganized debtors as of the
effective date of the Plan of Reorganization that the Miller Entities contend has been or
will be distributed in the form of new shares to holders of our 2008 Senior Notes and
that should have instead been distributed to the holders of PIK Notes. Among the remedies
that the Miller Entities argue should be implemented is the issuance to holders of PIK
Notes of sufficient additional new shares so that the holders of the PIK Notes will
realize the additional value that the Miller Entities assert the holders of PIK Notes are
entitled, with the issuance of such additional new shares correspondingly diluting the
value of new shares that were issued to holders of 2008 Senior Notes. The issuance of
new shares could materially dilute the percentage of ownership of some or all of the
Companys stockholders.We intend to continue to oppose the appeal and to advocate that the appeal should be
dismissed. However, we can make no assurance that the District Court (or the Seventh
Circuit Court of Appeals or the United States Supreme Court, in the case of any further
appeal) will dismiss the appeal, or that the ultimate outcome of this matter will not
materially adversely affect either our ability to fully consummate our Plan of
Reorganization as confirmed or the market value of our common stock and will not involve
a material cost to us. Any such outcome could have a material adverse effect on our
business, financial condition and results of operations.
 
 ITEM 6. EXHIBITS.
 Exhibit No.
    
    Description10.1
    
    Letter Agreement, dated as of September 13, 2005, between American Commercial Lines Inc. and Rich
A. Mitchell Jr.10.2
    
    Registration Rights Agreement Assignment, dated as of October 6, 2005, among American Commercial
Lines Inc., HY I Investments, L.L.C., GVI Holdings, Inc. and each other party signatory thereto.10.3
    
    Amendment No. 2 to Agreements dated October 13, 2005, to the Amended and Restated Loan Agreement
dated February 11, 2005 by and among American Commercial Barge Line LLC, American Commercial Lines
LLC, American Commercial Terminals LLC, Houston Fleet LLC, Jeffboat LLC and Louisiana Dock Company
LLC (collectively, the Borrowers), the financial institutions party thereto (the Lenders),
Bank of America, N.A., as administrative agent and as collateral agent for the Lenders (the
Agent), UBS Securities LLC, as the syndication agent, the CIT Group/Business Credit, Wells Fargo
Foothill and Merrill Lynch Capital, as the co-documentation agents, and American Barge Line
Company, ACBL Liquid Sales LLC, ACL Finance Corp., American Commercial Lines Inc., American
Commercial Lines International LLC, American Commercial Logistics LLC, American Commercial
Terminals-Memphis LLC, Commercial Barge Line Company, Orinoco TASA LLC and Orinoco TASV LLC, each
as a guarantor and collectively with the Borrowers, the Obligated Parties, and to the Amended
and Restated Security Agreement dated February 11, 2005 by and among the Obligated Parties and the
Agent (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission on October 18, 2005).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 COMMERCIAL LINES INC.By:
    /s/ Mark R. HoldenMark R. Holden
President and Chief Executive OfficerBy:
    /s/ Christopher A. BlackChristopher A. Black
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)  45




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INDEX TO EXHIBITS
 Exhibit No.
    
    Description10.1
    
    Letter Agreement, dated as of September 13, 2005, between American Commercial Lines Inc. and Rich
A. Mitchell Jr.10.2
    
    Registration Rights Agreement Assignment, dated as of October 6, 2005, among American Commercial
Lines Inc., HY I Investments, L.L.C., GVI Holdings, Inc. and each other party signatory thereto.10.3
    
    Amendment No. 2 to Agreements dated October 13, 2005, to the Amended and Restated Loan Agreement
dated February 11, 2005 by and among American Commercial Barge Line LLC, American Commercial Lines
LLC, American Commercial Terminals LLC, Houston Fleet LLC, Jeffboat LLC and Louisiana Dock Company
LLC (collectively, the Borrowers), the financial institutions party thereto (the Lenders),
Bank of America, N.A., as administrative agent and as collateral agent for the Lenders (the
Agent), UBS Securities LLC, as the syndication agent, the CIT Group/Business Credit, Wells Fargo
Foothill and Merrill Lynch Capital, as the co-documentation agents, and American Barge Line
Company, ACBL Liquid Sales LLC, ACL Finance Corp., American Commercial Lines Inc., American
Commercial Lines International LLC, American Commercial Logistics LLC, American Commercial
Terminals-Memphis LLC, Commercial Barge Line Company, Orinoco TASA LLC and Orinoco TASV LLC, each
as a guarantor and collectively with the Borrowers, the Obligated Parties, and to the Amended
and Restated Security Agreement dated February 11, 2005 by and among the Obligated Parties and the
Agent (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission on October 18, 2005).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.
 46