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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the Quarterly Period ended September 29, 2000

or

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

For the Transition Period from  to

Commission file number 333-62227

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AMERICAN COMMERCIAL LINES LLC(Exact Name of Registrant as Specified in Its Charter)

Delaware(State or Other Jurisdiction of
Incorporation or Organization)

52-210660(IRS Employer
Identification No.)1701 East Market Street
Jeffersonville, Indiana(Address of Principal Executive Offices)

47130(Zip Code)


(812) 288-0100(Registrant's Telephone Number, Including Area Code)

Not Applicable(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /x/  No / /

As of September 29, 2000, the registrant had 100 membership interests outstanding.

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## 

INDEX

|                                                                                               |  |                                                                                                                            |  | Page Number
|---------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------- |  | -----------
|PART I. FINANCIAL INFORMATION.                                                                 |  |                                                                                                                           
|Item 1. Financial Statements (unaudited)                                                       |  |                                                                                                                           
|1.                                                                                             |  | Condensed Consolidated Statement of Earnings for the Quarters and Nine Months Ended September 29, 2000 and October 1, 1999 |  | 2          
|2.                                                                                             |  | Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 29, 2000 and October 1, 1999            |  | 3          
|3.                                                                                             |  | Condensed Consolidated Statement of Financial Position At September 29, 2000 and December 31, 1999                         |  | 4          
|Notes to Condensed Consolidated Financial Statements                                           |  | 5                                                                                                                         
|Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. |  | 17                                                                                                                        
|Item 3. Quantitative and Qualitative Disclosures About Market Risk.                            |  | 22                                                                                                                        
|PART II. OTHER INFORMATION.                                                                    |  |                                                                                                                           
|Item 6. Exhibits and Reports on Form 8-K.                                                      |  | 23                                                                                                                        
|Signature                                                                                      |  | 24                                                                                                                        

1

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## 

PART I       FINANCIAL INFORMATION

Item 1. Financial Statements

AMERICAN COMMERCIAL LINES LLC  CONDENSED CONSOLIDATED STATEMENT OF EARNINGS  (Dollars in Thousands)

|                                                                                                   |                                | Quarters Ended |         | Nine Months Ended |  
|-------------------------------------------------------------------------------------------------- | ------------------------------ | -------------- | ------- | ----------------- | -
|
|
|OPERATING REVENUE                                                                                  |                                | $              | 206,661 |                   | $
|OPERATING EXPENSE                                                                                  |                                |                |         |                   |  
|                                                                                                   | Materials, Supplies and Other  |                |         | 87,391            |  
|                                                                                                   | Rent                           |                |         | 14,949            |  
|                                                                                                   | Labor and Fringe Benefits      |                |         | 40,895            |  
|                                                                                                   | Fuel                           |                |         | 22,793            |  
|                                                                                                   | Depreciation and Amortization  |                |         | 14,561            |  
|                                                                                                   | Taxes, Other Than Income Taxes |                |         | 6,932             |  
|                                                                                                   |                                |                |         |                   |  
|                                                                                                   |                                |                | 187,521 |                   |  
|                                                                                                   |                                |                |         |                   |  
|OPERATING INCOME                                                                                   |                                |                | 19,140  |                   |  
|OTHER EXPENSE (INCOME)                                                                             |                                |                |         |                   |  
|                                                                                                   | Interest Expense               |                |         | 17,969            |  
|                                                                                                   | Other, Net                     |                |         | (160              | )
|                                                                                                   | Gain on Sale of Watercom       |                |         | (11,418           | )
|                                                                                                   |                                |                |         |                   |  
|                                                                                                   |                                |                | 6,391   |                   |  
|                                                                                                   |                                |                |         |                   |  
|EARNINGS (LOSS) BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE |                                |                | 12,749  |                   |  
|INCOME TAXES                                                                                       |                                |                | 3,394   |                   |  
|                                                                                                   |                                |                |         |                   |  
|EARNINGS (LOSS) BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE               |                                |                | 9,355   |                   |  
|EXTRAORDINARY ITEMLOSS ON EARLY EXTINGUISHMENT OF DEBT                                            |                                |                |        |                   |  
|CUMULATIVE EFFECT OF ACCOUNTING CHANGE                                                             |                                |                |        |                   |  
|                                                                                                   |                                |                |         |                   |  
|NET EARNINGS (LOSS)                                                                                |                                | $              | 9,355   |                   | $
|                                                                                                   |                                |                |         |                   |  

See
accompanying Notes to Condensed Consolidated Financial Statements.

2

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AMERICAN COMMERCIAL LINES LLC  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS  (Dollars in Thousands)

|                                                 |                                               | Nine Months Ended                           |                                             
|------------------------------------------------ | --------------------------------------------- | ------------------------------------------- | --------------------------------------------
|
|
|OPERATING ACTIVITIES                             |                                               |                                             |                                             
|                                                 | Net Loss                                      |                                             | $                                           
|                                                 | Adjustments to Reconcile Net Loss to Net Cash |                                             |                                             
|                                                 |                                               | Provided by (Used in) Operating Activities: |                                             
|                                                 |                                               |                                             | Depreciation and Amortization               
|                                                 |                                               |                                             | Gain on Sale of Watercom                    
|                                                 |                                               |                                             | Other Operating Activities                  
|                                                 |                                               |                                             | Changes in Operating Assets and Liabilities:
|                                                 |                                               |                                             |                                             
|                                                 |                                               |                                             |                                             
|                                                 |                                               |                                             |                                             
|                                                 |                                               |                                             |                                             
|                                                 |                                               |                                             |                                             
|                                                 |                                               |                                             |                                             
|                                                 |                                               |                                             |                                             
|INVESTING ACTIVITIES                             |                                               |                                             |                                             
|                                                 | Property Additions                            |                                             |                                             
|                                                 | Purchase of Barging Assets                    |                                             |                                             
|                                                 | Proceeds from Property Dispositions           |                                             |                                             
|                                                 | Proceeds from Sale of Watercom                |                                             |                                             
|                                                 | Proceeds from Sale of Restricted Investment   |                                             |                                             
|                                                 | Other Investing Activities                    |                                             |                                             
|                                                 |                                               |                                             |                                             
|                                                 |                                               |                                             |                                             
|FINANCING ACTIVITIES                             |                                               |                                             |                                             
|                                                 | Debt Issued                                   |                                             |                                             
|                                                 | Partner Distribution                          |                                             |                                             
|                                                 | Short Term Debt, Net Borrowings               |                                             |                                             
|                                                 | Long Term Debt Repaid                         |                                             |                                             
|                                                 | Other Financing                               |                                             |                                             
|                                                 |                                               |                                             |                                             
|                                                 |                                               |                                             |                                             
|Net Decrease in Cash and Cash Equivalents        |                                               |                                             | (21,383                                     
|Cash and Cash Equivalents at Beginning of Period |                                               |                                             | 30,841                                      
|                                                 |                                               |                                             |                                             
|                                                 |                                               |                                             |                                             
|                                                 |                                               |                                             |                                             

See
accompanying Notes to Condensed Consolidated Financial Statements.

3

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## 

AMERICAN COMMERCIAL LINES LLC  CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION  (Dollars in Thousands)

|                            |                                       | September 29,
2000                     |          | December 31,
1999 |         
|--------------------------- | ------------------------------------- | -------------------------------------- | -------- | ----------------- | --------
|
|ASSETS                      |                                       |                                        |          |                  
|CURRENT ASSETS              |                                       |                                        |          |                   |         
|                            | Cash and Cash Equivalents             |                                        | $        | 9,458             |         
|                            | Accounts Receivable, Net              |                                        |          | 38,167            |         
|                            | Materials and Supplies                |                                        |          | 37,418            |         
|                            | Restricted Investments                |                                        |          |                  |         
|                            | Other Current Assets                  |                                        |          | 28,010            |         
|                            |                                       |                                        |          |                   |         
|                            |                                       | Total Current Assets                   |          |                   | 113,053 
|PROPERTIESNet              |                                       |                                        | 564,582  |                   |         
|NET PENSION ASSET           |                                       |                                        | 24,052   |                   |         
|OTHER ASSETS                |                                       |                                        | 49,091   |                   |         
|                            |                                       |                                        |          |                   |         
|                            |                                       | Total Assets                           |          | $                 | 750,778 
|                            |                                       |                                        |          |                   |         
|LIABILITIES                 |                                       |                                        |          |                  
|CURRENT LIABILITIES         |                                       |                                        |          |                   |         
|                            | Accounts Payable                      |                                        | $        | 38,679            |         
|                            | Accrued Payroll and Fringe Benefits   |                                        |          | 13,986            |         
|                            | Deferred Revenue                      |                                        |          | 16,588            |         
|                            | Accrued Claims and Insurance Premiums |                                        |          | 24,471            |         
|                            | Accrued Interest                      |                                        |          | 12,135            |         
|                            | Current Portion of Long-Term Debt     |                                        |          | 10,099            |         
|                            | Other Current Liabilities             |                                        |          | 64,928            |         
|                            |                                       |                                        |          |                   |         
|                            |                                       | Total Current Liabilities              |          |                   | 180,886 
|LONG-TERM DEBT              |                                       |                                        | 656,366  |                   |         
|PENSION LIABILITY           |                                       |                                        | 22,394   |                   |         
|OTHER LONG-TERM LIABILITIES |                                       |                                        | 24,719   |                   |         
|                            |                                       |                                        |          |                   |         
|                            |                                       | Total Liabilities                      |          |                   | 884,365 
|                            |                                       |                                        |          |                   |         
|MEMBER'S DEFICIT            |                                       |                                        |          |                  
|Member's Interest           |                                       |                                        | 220,074  |                   |         
|Other Capital               |                                       |                                        | 161,438  |                   |         
|Retained Deficit            |                                       |                                        | (515,099 | )                 |         
|                            |                                       |                                        |          |                   |         
|                            |                                       | Total Member's Deficit                 |          |                   | (133,587
|                            |                                       |                                        |          |                   |         
|                            |                                       | Total Liabilities and Member's Deficit |          | $                 | 750,778 
|                            |                                       |                                        |          |                   |         

See
accompanying Notes to Condensed Consolidated Financial Statements.

4

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## 

AMERICAN COMMERCIAL LINES LLC  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)  (Dollars in Thousands)

NOTE 1.  BASIS OF PRESENTATION

In
the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments necessary to present fairly the company's financial position at September 29, 2000
and December 31, 1999, the results of its operations and its cash flows for the nine months ended September 29, 2000 and October 1, 1999, such adjustments being of a normal recurring nature. Operating
results for the quarter and nine months ended September 29, 2000 are not necessarily indicative of the results that may be expected for the fiscal year ended December 29, 2000.

While
management believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these condensed consolidated financial statements be read in
conjunction with the 1999 audited consolidated financial statements and the notes related thereto included in American Commercial Lines LLC's ("ACL's") Form 10-K.

ACL's
fiscal year ends on the last Friday in December. The condensed consolidated financial statements presented are for the 13 and 39 weeks ended September 29, 2000 and the 13 and 40
weeks ended October 1, 1999, and the fiscal year (53 weeks) ended December 31, 1999.

NOTE 2.  ACQUISITION AND DISPOSITION

On
May 26, 2000, ACL purchased certain barging assets of the Peavey Barge Line ("Peavey") from ConAgra, Inc. for $31,500 in cash. The purchase price was financed with existing credit facilities and
cash flows from operations. ACL also assumed $3,835 in capital leases. The acquisition has been accounted for under the purchase method of accounting. The Peavey operations are included in the
accompanying consolidated financial statements since the date of acquisition.

ACL
sold its 100% membership interest in Waterway Communications System LLC ("Watercom") on September 6, 2000 to Mobex Communications, Inc. ("Mobex") for $13,600 in cash and $2,400 in Mobex preferred
stock. The sale resulted in a gain of $11,418. Cash proceeds from the sale were used to pay existing ACL debt.

NOTE 3.  EXTRAORDINARY ITEMLOSS ON EARLY EXTINGUISHMENT OF DEBT

ACL
recognized $734 as an extraordinary loss due to the early redemption premium on the Terminal Revenue Refunding Bonds. This amount was paid out of an escrow account previously established as an
irrevocable trust.

NOTE 4.  MATERIAL AND SUPPLIES

Materials
and Supplies are carried at the lower of cost (average) or market and consist of the following:

|                   |  | September 29,
2000 |        | December 31,
1999
|------------------ |  | ------------------ | ------ | -----------------
|Raw Materials      |  | $                  | 3,860  |                  
|Work in Process    |  |                    | 14,359 |                  
|Parts and Supplies |  |                    | 19,199 |                  
|                   |  |                    |        |                  
|                   |  | $                  | 37,418 |                  
|                   |  |                    |        |                  

5

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NOTE 5.  BUSINESS SEGMENTS

|                                     |  | Reportable Segments |         |  |   |       
|------------------------------------ |  | ------------------- | ------- |  | - | ------
|
|
|Quarter ended September 29, 2000     |  |                     |         |  |   |       
|Revenues from external customers     |  | $                   | 173,168 |  | $ | 29,519
|Intersegment revenues                |  |                     |        |  |   | 467   
|Segment earnings                     |  |                     | 16,360  |  |   | 2,310 
|Quarter ended October 1, 1999        |  |                     |         |  |   |       
|Revenues from external customers     |  | $                   | 155,396 |  | $ | 28,806
|Intersegment revenues                |  |                     |        |  |   | 2,566 
|Segment earnings                     |  |                     | 19,560  |  |   | 2,534 
|Nine Months ended September 29, 2000 |  |                     |         |  |   |       
|Revenues from external customers     |  | $                   | 459,657 |  | $ | 93,491
|Intersegment revenues                |  |                     |        |  |   | 2,449 
|Segment earnings                     |  |                     | 31,294  |  |   | 8,761 
|Nine Months ended October 1, 1999    |  |                     |         |  |   |       
|Revenues from external customers     |  | $                   | 438,467 |  | $ | 97,157
|Intersegment revenues                |  |                     |        |  |   | 15,246
|Segment earnings                     |  |                     | 33,314  |  |   | 9,342 

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6

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The
following is a reconciliation of ACL's revenues from external customers and segment earnings to ACL's consolidated totals.

|                                                                                                    |                          | Quarters Ended |         | Nine Months Ended |  
|--------------------------------------------------------------------------------------------------- | ------------------------ | -------------- | ------- | ----------------- | -
|
|Revenues                                                                                            |                          |                |         |                   |  
|Revenues from external customers                                                                    |                          | $              | 206,661 |                   | $
|Intersegment revenues                                                                               |                          |                | 1,624   |                   |  
|Elimination of intersegment revenues                                                                |                          |                | (1,624  | )                 |  
|                                                                                                    |                          |                |         |                   |  
|Operating revenue                                                                                   |                          | $              | 206,661 |                   | $
|                                                                                                    |                          |                |         |                   |  
|Earnings                                                                                            |                          |                |         |                   |  
|Total segment earnings                                                                              |                          | $              | 19,140  |                   | $
|Unallocated amounts:                                                                                |                          |                |         |                   |  
|                                                                                                    | Interest expense         |                |         | (17,969           | )
|                                                                                                    | Other, net               |                |         | 160               |  
|                                                                                                    | Gain on Sale of Watercom |                |         | 11,418            |  
|                                                                                                    |                          |                |         |                   |  
|Earnings (Loss) before income taxes, extraordinary items and cumulative effect of accounting change |                          | $              | 12,749  |                   | $
|                                                                                                    |                          |                |         |                   |  

NOTE 6.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

ACL had unpaid property additions of $6,100 at September 29, 2000 recorded as Other Current Liabilities.

NOTE 7.  CONTINGENCIES

A number of legal actions are pending against ACL in which claims are made in substantial amounts. While the ultimate results of pending litigation cannot be
predicted with certainty, management does not currently expect that resolution of these matters will have a material adverse effect on the consolidated results of operations, financial position and
cash flows.

NOTE 8.  CHANGES IN ACCOUNTING STANDARDS

In December 1997, the AICPA issued Statement of Position No. 97-3, "Accounting by Insurance and Other Enterprises for Insurance-Related Assessments" (SOP 97-3)
which provides guidance on recognition, measurement, and disclosure of liabilities for guaranty-fund and certain other insurance-related assessments, including workers' compensation second-injury
funds. SOP 97-3 is effective for fiscal years beginning after December 15, 1998. ACL adopted SOP 97-3 in the first quarter of 1999, with a cumulative effect adjustment of $1,737 in non-cash expense.

In
June 1998, the Financial Accounting Standards Board (FASB) issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative instruments embedded
in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those
instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or
an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign
operation, an unrecognized firm commitment, an available-for-sale security, or a foreign-currency-dominated forecasted transaction. The accounting for changes in the fair value of a derivative (that
is, gains and losses) depends on the intended use of the

7

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derivative and the resulting designation. This statement is effective for ACL's financial statements for fiscal years beginning after January 1, 2001, but earlier application is
encouraged. ACL plans to adopt statement No. 133 on January 1, 2001 and anticipates that the adoption will not have a significant effect on its consolidated financial statements.

In
December 1999, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements." SAB 101 summarizes some of the
staff's interpretations of the application of generally accepted accounting principles to revenue recognition. All registrants are expected to apply the accounting and disclosure requirements that are
described in SAB 101 no later than the fourth quarter of the fiscal year beginning after December 15, 1999. ACL is currently in compliance with the requirements of SAB 101.

NOTE 9.  GUARANTOR FINANCIAL STATEMENTS

The $735 million of debt issued by ACL and a revolving credit facility, which provides for revolving loans and the issuance of letters of credit in an
aggregate amount up to $100 million, are guaranteed by ACL's wholly-owned domestic subsidiaries, other than ACL Capital Corp. (which was formed in connection with the transaction), any
Accounts Receivable Subsidiary (as defined in the Indentures with respect to such debt) and certain subsidiaries of ACL without substantial assets or operations (collectively the "Guarantor
Subsidiaries"). Such guarantees are full, unconditional and joint and several. Separate financial statements of the Guarantor Subsidiaries are not presented because management has determined that they
would not be material to investors. The following supplemental financial information sets forth on a combined basis, combining statements of financial position, statements of earnings and statements
of cash flows for the Guarantor Subsidiaries, non-guarantor subsidiaries and for ACL as of September 29, 2000 and December 31, 1999 and the quarters and nine months ended September 29, 2000 and
October 1, 1999.

8

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## 

Condensed Combining Statement of Earnings for the Quarter Ended September 29, 2000  (Dollars in thousands)

|                                                           |                                 | Guarantor
Subsidiaries |         | Other
Subsidiaries |   | Eliminations |       | Combined
Totals |  
|---------------------------------------------------------- | ------------------------------- | ---------------------- | ------- | ------------------ | - | ------------ | ----- | --------------- | -
|OPERATING REVENUE                                          |                                 | $                      | 194,511 |                    | $ | 12,150       |       | $               | 
|OPERATING EXPENSE                                          |                                 |                        |         |                    |   |              |       |                 |  
|                                                           | Materials, Supplies and Other   |                        |         | 82,581             |   |              | 4,810 |                 |  
|                                                           | Rent                            |                        |         | 14,600             |   |              | 349   |                 |  
|                                                           | Labor and Fringe Benefits       |                        |         | 38,937             |   |              | 1,958 |                 |  
|                                                           | Fuel                            |                        |         | 21,803             |   |              | 990   |                 |  
|                                                           | Depreciation and Amortization   |                        |         | 12,714             |   |              | 1,847 |                 |  
|                                                           | Taxes, Other Than Income Taxes  |                        |         | 6,340              |   |              | 592   |                 |  
|                                                           |                                 |                        |         |                    |   |              |       |                 |  
|                                                           |                                 |                        | 176,975 |                    |   | 10,546       |       |                 | 
|                                                           |                                 |                        |         |                    |   |              |       |                 |  
|OPERATING INCOME                                           |                                 |                        | 17,536  |                    |   | 1,604        |       |                 | 
|OTHER EXPENSE (INCOME)                                     |                                 |                        |         |                    |   |              |       |                 |  
|                                                           | Interest Expense                |                        |         | 17,969             |   |              |      |                 |  
|                                                           | Interest Expense, AffiliateNet |                        |         |                   |   |              | 1,532 |                 |  
|                                                           | Other, Net                      |                        |         | (1,062             | ) |              | (630  | )               |  
|                                                           | Gain on Sale of Watercom        |                        |         | (11,418            | ) |              |      |                 |  
|                                                           |                                 |                        |         |                    |   |              |       |                 |  
|                                                           |                                 |                        | 5,489   |                    |   | 902          |       |                 | 
|                                                           |                                 |                        |         |                    |   |              |       |                 |  
|EARNINGS (LOSS) BEFORE INCOME TAXES AND EXTRAORDINARY ITEM |                                 |                        | 12,047  |                    |   | 702          |       |                 | 
|INCOME TAXES                                               |                                 |                        | 55      |                    |   | 3,339        |       |                 | 
|                                                           |                                 |                        |         |                    |   |              |       |                 |  
|EARNINGS (LOSS) BEFORE EXTRAORDINARY ITEM                  |                                 |                        | 11,992  |                    |   | (2,637       | )     |                 | 
|EXTRAORDINARY ITEMLOSS ON EARLY EXTINGUISHMENT OF DEBT    |                                 |                        |        |                    |   |             |       |                 | 
|                                                           |                                 |                        |         |                    |   |              |       |                 |  
|NET EARNINGS (LOSS)                                        |                                 | $                      | 11,992  |                    | $ | (2,637       | )     | $               | 
|                                                           |                                 |                        |         |                    |   |              |       |                 |  

9

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Condensed Combining Statement of Earnings for the Quarter Ended October 1, 1999  (Dollars in thousands)

|                             |                                 | Guarantor
Subsidiaries |         | Other
Subsidiaries |   | Eliminations |       | Combined
Totals |  
|---------------------------- | ------------------------------- | ---------------------- | ------- | ------------------ | - | ------------ | ----- | --------------- | -
|OPERATING REVENUE            |                                 | $                      | 175,647 |                    | $ | 12,970       |       | $               | 
|OPERATING EXPENSE            |                                 |                        |         |                    |   |              |       |                 |  
|                             | Materials, Supplies and Other   |                        |         | 70,585             |   |              | 4,434 |                 |  
|                             | Rent                            |                        |         | 10,857             |   |              | 439   |                 |  
|                             | Labor and Fringe Benefits       |                        |         | 45,307             |   |              | 2,560 |                 |  
|                             | Fuel                            |                        |         | 12,354             |   |              | 714   |                 |  
|                             | Depreciation and Amortization   |                        |         | 11,074             |   |              | 1,664 |                 |  
|                             | Taxes, Other Than Income Taxes  |                        |         | 5,921              |   |              | 228   |                 |  
|                             |                                 |                        |         |                    |   |              |       |                 |  
|                             |                                 |                        | 156,098 |                    |   | 10,039       |       |                 | 
|                             |                                 |                        |         |                    |   |              |       |                 |  
|OPERATING INCOME             |                                 |                        | 19,549  |                    |   | 2,931        |       |                 | 
|OTHER EXPENSE (INCOME)       |                                 |                        |         |                    |   |              |       |                 |  
|                             | Interest Expense                |                        |         | 17,424             |   |              |      |                 |  
|                             | Interest Expense, AffiliateNet |                        |         |                   |   |              | 1,320 |                 |  
|                             | Other, Net                      |                        |         | (2,151             | ) |              | 190   |                 |  
|                             |                                 |                        |         |                    |   |              |       |                 |  
|                             |                                 |                        | 15,273  |                    |   | 1,510        |       |                 | 
|                             |                                 |                        |         |                    |   |              |       |                 |  
|EARNINGS BEFORE INCOME TAXES |                                 |                        | 4,276   |                    |   | 1,421        |       |                 | 
|INCOME TAXES                 |                                 |                        | 81      |                    |   | 376          |       |                 | 
|                             |                                 |                        |         |                    |   |              |       |                 |  
|NET EARNINGS                 |                                 | $                      | 4,195   |                    | $ | 1,045        |       | $               | 
|                             |                                 |                        |         |                    |   |              |       |                 |  

10

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## 

Condensed Combining Statement of Earnings for the Nine Months Ended September 29, 2000  (Dollars in thousands)

|                                                           |                                 | Guarantor
Subsidiaries |         | Other
Subsidiaries |   | Eliminations |        | Combined
Totals |  
|---------------------------------------------------------- | ------------------------------- | ---------------------- | ------- | ------------------ | - | ------------ | ------ | --------------- | -
|OPERATING REVENUE                                          |                                 | $                      | 540,886 |                    | $ | 27,117       |        | $               | 
|OPERATING EXPENSE                                          |                                 |                        |         |                    |   |              |        |                 |  
|                                                           | Materials, Supplies and Other   |                        |         | 225,092            |   |              | 13,597 |                 |  
|                                                           | Rent                            |                        |         | 37,205             |   |              | 1,135  |                 |  
|                                                           | Labor and Fringe Benefits       |                        |         | 116,848            |   |              | 5,857  |                 |  
|                                                           | Fuel                            |                        |         | 60,953             |   |              | 2,461  |                 |  
|                                                           | Depreciation and Amortization   |                        |         | 35,861             |   |              | 5,503  |                 |  
|                                                           | Taxes, Other Than Income Taxes  |                        |         | 18,915             |   |              | 936    |                 |  
|                                                           |                                 |                        |         |                    |   |              |        |                 |  
|                                                           |                                 |                        | 494,874 |                    |   | 29,489       |        |                 | 
|                                                           |                                 |                        |         |                    |   |              |        |                 |  
|OPERATING INCOME (LOSS)                                    |                                 |                        | 46,012  |                    |   | (2,372       | )      |                 | 
|OTHER EXPENSE (INCOME)                                     |                                 |                        |         |                    |   |              |        |                 |  
|                                                           | Interest Expense                |                        |         | 52,946             |   |              |       |                 |  
|                                                           | Interest Expense, AffiliateNet |                        |         |                   |   |              | 4,563  |                 |  
|                                                           | Other, Net                      |                        |         | (4,198             | ) |              | (1,986 | )               |  
|                                                           | Gain on Sale of Watercom        |                        |         | (11,418            | ) |              |       |                 |  
|                                                           |                                 |                        |         |                    |   |              |        |                 |  
|                                                           |                                 |                        | 37,330  |                    |   | 2,577        |        |                 | 
|                                                           |                                 |                        |         |                    |   |              |        |                 |  
|EARNINGS (LOSS) BEFORE INCOME TAXES AND EXTRAORDINARY ITEM |                                 |                        | 8,682   |                    |   | (4,949       | )      |                 | 
|INCOME TAXES                                               |                                 |                        | 95      |                    |   | 4,089        |        |                 | 
|                                                           |                                 |                        |         |                    |   |              |        |                 |  
|EARNINGS (LOSS) BEFORE EXTRAORDINARY ITEM                  |                                 |                        | 8,587   |                    |   | (9,038       | )      |                 | 
|EXTRAORDINARY ITEMLOSS ON EARLY EXTINGUISHMENT OF DEBT    |                                 |                        | (734    | )                  |   |             |        |                 | 
|                                                           |                                 |                        |         |                    |   |              |        |                 |  
|NET EARNINGS (LOSS)                                        |                                 | $                      | 7,853   |                    | $ | (9,038       | )      | $               | 
|                                                           |                                 |                        |         |                    |   |              |        |                 |  

11

---

Condensed Combining Statement of Earnings for the Nine Months Ended October 1, 1999  (Dollars in thousands)

|                                                   |                                 | Guarantor
Subsidiaries |         | Other
Subsidiaries |   | Eliminations |        | Combined
Totals |  
|-------------------------------------------------- | ------------------------------- | ---------------------- | ------- | ------------------ | - | ------------ | ------ | --------------- | -
|OPERATING REVENUE                                  |                                 | $                      | 518,286 |                    | $ | 33,509       |        | $               | 
|OPERATING EXPENSE                                  |                                 |                        |         |                    |   |              |        |                 |  
|                                                   | Materials, Supplies and Other   |                        |         | 218,067            |   |              | 14,804 |                 |  
|                                                   | Rent                            |                        |         | 33,662             |   |              | 2,359  |                 |  
|                                                   | Labor and Fringe Benefits       |                        |         | 130,888            |   |              | 7,495  |                 |  
|                                                   | Fuel                            |                        |         | 37,275             |   |              | 2,026  |                 |  
|                                                   | Depreciation and Amortization   |                        |         | 33,928             |   |              | 4,258  |                 |  
|                                                   | Taxes, Other Than Income Taxes  |                        |         | 19,723             |   |              | 559    |                 |  
|                                                   |                                 |                        |         |                    |   |              |        |                 |  
|                                                   |                                 |                        | 473,543 |                    |   | 31,501       |        |                 | 
|                                                   |                                 |                        |         |                    |   |              |        |                 |  
|OPERATING INCOME (LOSS)                            |                                 |                        | 44,743  |                    |   | 2,008        |        |                 | 
|OTHER EXPENSE (INCOME)                             |                                 |                        |         |                    |   |              |        |                 |  
|                                                   | Interest Expense                |                        |         | 53,020             |   |              |       |                 |  
|                                                   | Interest Expense, AffiliateNet |                        |         |                   |   |              | 3,328  |                 |  
|                                                   | Other, Net                      |                        |         | (5,178             | ) |              | (145   | )               |  
|                                                   |                                 |                        |         |                    |   |              |        |                 |  
|                                                   |                                 |                        | 47,842  |                    |   | 3,183        |        |                 | 
|                                                   |                                 |                        |         |                    |   |              |        |                 |  
|LOSS BEFORE INCOME TAXES                           |                                 |                        | (3,099  | )                  |   | (1,175       | )      |                 | 
|INCOME TAXES                                       |                                 |                        | 222     |                    |   | 286          |        |                 | 
|                                                   |                                 |                        |         |                    |   |              |        |                 |  
|LOSS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE |                                 |                        | (3,321  | )                  |   | (1,461       | )      |                 | 
|CUMULATIVE EFFECT OF ACCOUNTING CHANGE             |                                 |                        | (1,737  | )                  |   |             |        |                 | 
|                                                   |                                 |                        |         |                    |   |              |        |                 |  
|NET LOSS                                           |                                 | $                      | (5,058  | )                  | $ | (1,461       | )      | $               | 
|                                                   |                                 |                        |         |                    |   |              |        |                 |  

12

---

## 

Condensed Combining Statement of Cash Flows for the Nine Months Ended September 29, 2000  (Dollars in Thousands)

|                                                     |                                                                                           | Guarantor
Subsidiaries                       |                                            | Other
Subsidiaries |         | Eliminations |        | Combined
Totals |      
|---------------------------------------------------- | ----------------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------------ | ------------------ | ------- | ------------ | ------ | --------------- | -----
|OPERATING ACTIVITIES                                 |                                                                                           |                                              |                                            |                    |         |              |        |                 |      
|                                                     | Net Loss                                                                                  |                                              | $                                          | 7,853              |         | $            | (9,038 | )               | $    
|                                                     | Adjustments to Reconcile Net Loss to Net Cash (Used in) Provided by Operating Activities: |                                              |                                            |                    |         |              |        |                 |      
|                                                     |                                                                                           | Depreciation and Amortization                |                                            |                    | 38,157  |              |        | 5,503           |      
|                                                     |                                                                                           | Gain on Sale of Watercom                     |                                            |                    | (11,418 | )            |        |                |      
|                                                     |                                                                                           | Other Operating Activities                   |                                            |                    | (7,793  | )            |        | (2,498          | )    
|                                                     |                                                                                           | Changes in Operating Assets and Liabilities: |                                            |                    |         |              |        |                 |      
|                                                     |                                                                                           |                                              | Accounts Receivable                        |                    |         | (5,609       | )      |                 | 1,100
|                                                     |                                                                                           |                                              | Materials and Supplies                     |                    |         | 6,717        |        |                 | (508 
|                                                     |                                                                                           |                                              | Accrued Interest                           |                    |         | 4,446        |        |                 |     
|                                                     |                                                                                           |                                              | Other Current Assets                       |                    |         | (9,469       | )      |                 | 4,479
|                                                     |                                                                                           |                                              | Other Current Liabilities                  |                    |         | 2,161        |        |                 | 6,883
|                                                     |                                                                                           |                                              |                                            |                    |         |              |        |                 |      
|                                                     |                                                                                           |                                              | Net Cash Provided by Operating Activities  |                    |         | 25,045       |        |                 | 5,921
|INVESTING ACTIVITIES                                 |                                                                                           |                                              |                                            |                    |         |              |        |                 |      
|                                                     | Property Additions                                                                        |                                              |                                            | (17,566            | )       |              | (1,420 | )               |      
|                                                     | Purchase of Barging Assets                                                                |                                              |                                            | (31,500            | )       |              |       |                 |      
|                                                     | Proceeds from Property Dispositions                                                       |                                              |                                            | 3,615              |         |              |       |                 |      
|                                                     | Proceeds from Sale of Watercom                                                            |                                              |                                            | 13,600             |         |              |       |                 |      
|                                                     | Proceeds from Sale of Restricted Investment                                               |                                              |                                            | 25,288             |         |              |       |                 |      
|                                                     | Other Investing Activities                                                                |                                              |                                            | (2,720             | )       |              | 533    |                 |      
|                                                     |                                                                                           |                                              |                                            |                    |         |              |        |                 |      
|                                                     |                                                                                           |                                              | Net Cash Used in Investing Activities      |                    |         | (9,283       | )      |                 | (887 
|FINANCING ACTIVITIES                                 |                                                                                           |                                              |                                            |                    |         |              |        |                 |      
|                                                     | Short Term Debt, Net Borrowings                                                           |                                              |                                            | 8,000              |         |              |       |                 |      
|                                                     | Long Term Debt Repaid                                                                     |                                              |                                            | (54,342            | )       |              | (775   | )               |      
|                                                     | Other Financing Activities                                                                |                                              |                                            | 4,985              |         |              | (47    | )               |      
|                                                     |                                                                                           |                                              |                                            |                    |         |              |        |                 |      
|                                                     |                                                                                           |                                              | Net Cash Used in Financing Activities      |                    |         | (41,357      | )      |                 | (822 
|Net (Decrease) Increase in Cash and Cash Equivalents |                                                                                           |                                              | (25,595                                    | )                  |         | 4,212        |        |                 |     
|Cash and Cash Equivalents at Beginning of Period     |                                                                                           |                                              | 29,238                                     |                    |         | 1,603        |        |                 |     
|                                                     |                                                                                           |                                              |                                            |                    |         |              |        |                 |      
|                                                     |                                                                                           |                                              | Cash and Cash Equivalents at End of Period |                    | $       | 3,643        |        | $               | 5,815
|                                                     |                                                                                           |                                              |                                            |                    |         |              |        |                 |      

13

---

Condensed Combining Statement of Cash Flows for the Nine Months Ended October 1, 1999  (Dollars in Thousands)

|                                                     |                                                            | Guarantor
Subsidiaries                       |                                                     | Other
Subsidiaries |        | Eliminations |        | Combined
Totals |        
|---------------------------------------------------- | ---------------------------------------------------------- | -------------------------------------------- | --------------------------------------------------- | ------------------ | ------ | ------------ | ------ | --------------- | -------
|OPERATING ACTIVITIES                                 |                                                            |                                              |                                                     |                    |        |              |        |                 |        
|                                                     | Net Loss                                                   |                                              | $                                                   | (5,058             | )      | $            | (1,461 | )               | $      
|                                                     | Adjustments to Reconcile Net Loss to Net Cash Provided by: |                                              |                                                     |                    |        |              |        |                 |        
|                                                     |                                                            | Depreciation and Amortization                |                                                     |                    | 36,103 |              |        | 4,258           |        
|                                                     |                                                            | Other Operating Activities                   |                                                     |                    | 530    |              |        | (1,374          | )      
|                                                     |                                                            | Changes in Operating Assets and Liabilities: |                                                     |                    |        |              |        |                 |        
|                                                     |                                                            |                                              | Accounts Receivable                                 |                    |        | (2,616       | )      |                 | 3,016  
|                                                     |                                                            |                                              | Materials and Supplies                              |                    |        | (3,817       | )      |                 | (125   
|                                                     |                                                            |                                              | Accrued Interest                                    |                    |        | (6,319       | )      |                 |       
|                                                     |                                                            |                                              | Other Current Assets                                |                    |        | 9,509        |        |                 | (12,738
|                                                     |                                                            |                                              | Other Current Liabilities                           |                    |        | (1,305       | )      |                 | (1,334 
|                                                     |                                                            |                                              |                                                     |                    |        |              |        |                 |        
|                                                     |                                                            |                                              | Net Cash Provided by (Used in) Operating Activities |                    |        | 27,027       |        |                 | (9,758 
|INVESTING ACTIVITIES                                 |                                                            |                                              |                                                     |                    |        |              |        |                 |        
|                                                     | Property Additions                                         |                                              |                                                     | (34,511            | )      |              | (9,554 | )               |        
|                                                     | Proceeds from Property Dispositions                        |                                              |                                                     | 1,694              |        |              | 22     |                 |        
|                                                     | Other Investing Activities                                 |                                              |                                                     | (25,127            | )      |              | 74     |                 |        
|                                                     |                                                            |                                              |                                                     |                    |        |              |        |                 |        
|                                                     |                                                            |                                              | Net Cash Used in Investing Activities               |                    |        | (57,944      | )      |                 | (9,458 
|FINANCING ACTIVITIES                                 |                                                            |                                              |                                                     |                    |        |              |        |                 |        
|                                                     | Debt Issued                                                |                                              |                                                     | 988                |        |              |       |                 |        
|                                                     | Partner Distribution                                       |                                              |                                                     | (541               | )      |              |       |                 |        
|                                                     | Long-Term Debt Repaid                                      |                                              |                                                     | (2,115             | )      |              |       |                 |        
|                                                     | Cash Dividends Paid                                        |                                              |                                                     |                   |        |              | (1,975 | )               |        
|                                                     | Other Financing Activities                                 |                                              |                                                     | 8,431              |        |              | (23    | )               |        
|                                                     | Borrowing from Affiliates                                  |                                              |                                                     |                   |        |              | 22,420 |                 |        
|                                                     |                                                            |                                              |                                                     |                    |        |              |        |                 |        
|                                                     |                                                            |                                              | Net Cash Provided by Financing Activities           |                    |        | 6,763        |        |                 | 20,422 
|Net (Decrease) Increase in Cash and Cash Equivalents |                                                            |                                              | (24,154                                             | )                  |        | 1,206        |        |                 |       
|Cash and Cash Equivalents at Beginning of Period     |                                                            |                                              | 44,054                                              |                    |        | 5,302        |        |                 |       
|                                                     |                                                            |                                              |                                                     |                    |        |              |        |                 |        
|                                                     |                                                            |                                              | Cash and Cash Equivalents at End of Period          |                    | $      | 19,900       |        | $               | 6,508  
|                                                     |                                                            |                                              |                                                     |                    |        |              |        |                 |        

14

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## 

Condensed Combining Statement of Financial Position at September 29, 2000  (Dollars in Thousands)

|                            |                                       | Guarantor
Subsidiaries                 |          | Other
Subsidiaries |          | Eliminations |        | Combined
Totals |        
|--------------------------- | ------------------------------------- | -------------------------------------- | -------- | ------------------ | -------- | ------------ | ------ | --------------- | -------
|ASSETS                      |                                       |                                        |          |                    |          |              |        |                 |        
|CURRENT ASSETS              |                                       |                                        |          |                    |          |              |        |                 |        
|                            | Cash and Cash Equivalents             |                                        | $        | 3,643              |          | $            | 5,815  |                 | $      
|                            | Accounts ReceivableNet               |                                        |          | 36,519             |          |              | 1,648  |                 |        
|                            | Materials and Supplies                |                                        |          | 34,634             |          |              | 2,784  |                 |        
|                            | Other Current Assets                  |                                        |          | 27,354             |          |              | 656    |                 |        
|                            |                                       |                                        |          |                    |          |              |        |                 |        
|                            |                                       | Total Current Assets                   |          |                    | 102,150  |              |        | 10,903          |        
|PROPERTIESNET              |                                       |                                        | 485,345  |                    |          | 79,237       |        |                 |       
|NET PENSION ASSET           |                                       |                                        | 24,052   |                    |          |             |        |                 |       
|OTHER ASSETS                |                                       |                                        | 124,245  |                    |          | 1,150        |        |                 | (76,304
|                            |                                       |                                        |          |                    |          |              |        |                 |        
|                            |                                       | Total Assets                           |          | $                  | 735,792  |              | $      | 91,290          |        
|                            |                                       |                                        |          |                    |          |              |        |                 |        
|LIABILITIES                 |                                       |                                        |          |                    |          |              |        |                 |        
|CURRENT LIABILITIES         |                                       |                                        |          |                    |          |              |        |                 |        
|                            | Accounts Payable                      |                                        | $        | 37,864             |          | $            | 815    |                 | $      
|                            | Accrued Payroll and Fringe Benefits   |                                        |          | 13,986             |          |              |       |                 |        
|                            | Deferred Revenue                      |                                        |          | 16,588             |          |              |       |                 |        
|                            | Accrued Claims and Insurance Premiums |                                        |          | 24,471             |          |              |       |                 |        
|                            | Accrued Interest                      |                                        |          | 12,135             |          |              |       |                 |        
|                            | Current Portion of Long-Term Debt     |                                        |          | 10,099             |          |              |       |                 |        
|                            | Other Current Liabilities             |                                        |          | 52,980             |          |              | 11,948 |                 |        
|                            |                                       |                                        |          |                    |          |              |        |                 |        
|                            |                                       | Total Current Liabilities              |          |                    | 168,123  |              |        | 12,763          |        
|LONG-TERM DEBT              |                                       |                                        | 656,366  |                    |          | 66,620       |        |                 | (66,620
|PENSION LIABILITY           |                                       |                                        | 22,394   |                    |          |             |        |                 |       
|OTHER LONG-TERM LIABILITIES |                                       |                                        | 22,496   |                    |          | 2,223        |        |                 |       
|                            |                                       |                                        |          |                    |          |              |        |                 |        
|                            |                                       | Total Liabilities                      |          |                    | 869,379  |              |        | 81,606          |        
|                            |                                       |                                        |          |                    |          |              |        |                 |        
|MEMBER'S DEFICIT            |                                       |                                        |          |                    |          |              |        |                 |        
|Member's Interest           |                                       |                                        | 220,074  |                    |          |             |        |                 |       
|Other Capital               |                                       |                                        | 161,438  |                    |          | 44,943       |        |                 | (44,943
|Retained Deficit            |                                       |                                        | (515,099 | )                  |          | (35,259      | )      |                 | 35,259 
|                            |                                       |                                        |          |                    |          |              |        |                 |        
|                            |                                       | Total Member's Deficit                 |          |                    | (133,587 | )            |        | 9,684           |        
|                            |                                       |                                        |          |                    |          |              |        |                 |        
|                            |                                       | Total Liabilities and Member's Deficit |          | $                  | 735,792  |              | $      | 91,290          |        
|                            |                                       |                                        |          |                    |          |              |        |                 |        

15

---

Condensed Combining Statement of Financial Position at December 31, 1999  (Dollars in Thousands)

|                            |                                       | Guarantor Subsidiaries                 |          | Other Subsidiaries |          | Eliminations |       | Combined Totals |        
|--------------------------- | ------------------------------------- | -------------------------------------- | -------- | ------------------ | -------- | ------------ | ----- | --------------- | -------
|ASSETS                      |                                       |                                        |          |                    |          |              |       |                 |        
|CURRENT ASSETS              |                                       |                                        |          |                    |          |              |       |                 |        
|Cash and Cash Equivalents   |                                       | $                                      | 29,238   |                    | $        | 1,603        |       | $               |       
|                            | Accounts ReceivableNet               |                                        |          | 31,660             |          |              | 2,748 |                 |        
|                            | Materials and Supplies                |                                        |          | 40,240             |          |              | 2,276 |                 |        
|                            | Restricted Investments                |                                        |          | 25,436             |          |              |      |                 |        
|                            | Other Current Assets                  |                                        |          | 17,951             |          |              | 5,135 |                 |        
|                            |                                       |                                        |          |                    |          |              |       |                 |        
|                            |                                       | Total Current Assets                   |          |                    | 144,525  |              |       | 11,762          |        
|PROPERTIESNET              |                                       |                                        | 476,420  |                    |          | 83,357       |       |                 |       
|NET PENSION ASSET           |                                       |                                        | 22,651   |                    |          |             |       |                 |       
|OTHER ASSETS                |                                       |                                        | 121,899  |                    |          | 1,646        |       |                 | (86,164
|                            |                                       |                                        |          |                    |          |              |       |                 |        
|                            |                                       | Total Assets                           |          | $                  | 765,495  |              | $     | 96,765          |        
|                            |                                       |                                        |          |                    |          |              |       |                 |        
|LIABILITIES                 |                                       |                                        |          |                    |          |              |       |                 |        
|CURRENT LIABILITIES         |                                       |                                        |          |                    |          |              |       |                 |        
|                            | Accounts Payable                      |                                        | $        | 38,496             |          | $            | 599   |                 | $      
|                            | Accrued Payroll and Fringe Benefits   |                                        |          | 17,284             |          |              | (2    | )               |        
|                            | Deferred Revenue                      |                                        |          | 10,548             |          |              |      |                 |        
|                            | Accrued Claims and Insurance Premiums |                                        |          | 17,362             |          |              |      |                 |        
|                            | Accrued Interest                      |                                        |          | 7,689              |          |              |      |                 |        
|                            | Current Portion of Long-Term Debt     |                                        |          | 28,730             |          |              |      |                 |        
|                            | Other Current Liabilities             |                                        |          | 47,245             |          |              | 4,861 |                 |        
|                            |                                       |                                        |          |                    |          |              |       |                 |        
|                            |                                       | Total Current Liabilities              |          |                    | 167,354  |              |       | 5,458           |        
|LONG-TERM DEBT              |                                       |                                        | 684,077  |                    |          | 67,395       |       |                 | (67,395
|PENSION LIABILITY           |                                       |                                        | 22,229   |                    |          |             |       |                 |       
|OTHER LONG-TERM LIABILITIES |                                       |                                        | 23,907   |                    |          | 5,143        |       |                 |       
|                            |                                       |                                        |          |                    |          |              |       |                 |        
|                            |                                       | Total Liabilities                      |          |                    | 897,567  |              |       | 77,996          |        
|                            |                                       |                                        |          |                    |          |              |       |                 |        
|MEMBER'S DEFICIT            |                                       |                                        |          |                    |          |              |       |                 |        
|Member's Interest           |                                       |                                        | 220,074  |                    |          |             |       |                 |       
|Other Capital               |                                       |                                        | 161,768  |                    |          | 44,989       |       |                 | (44,989
|Retained Deficit            |                                       |                                        | (513,914 | )                  |          | (26,220      | )     |                 | 26,220 
|                            |                                       |                                        |          |                    |          |              |       |                 |        
|                            |                                       | Total Member's Deficit                 |          |                    | (132,072 | )            |       | 18,769          |        
|                            |                                       |                                        |          |                    |          |              |       |                 |        
|                            |                                       | Total Liabilities and Member's Deficit |          | $                  | 765,495  |              | $     | 96,765          |        
|                            |                                       |                                        |          |                    |          |              |       |                 |        

16

---

## 

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

American
Commercial Lines LLC ("ACL") is an integrated marine transportation and service company, providing barge transportation on the inland waterways of North and South America. ACL
supports its barging operations by providing towboat and barge construction, terminal and vessel repair services to American Commercial Barge Line LLC ("ACBL") and third parties. ACBL
is the leading provider of river barge transportation throughout the inland waterways.

On
October 24, 2000 ACL's 80 percent majority owned subsidiary, ACBL Hidrovias Ltd. ("ACBLH Ltd.") entered into an agreement with Ultrapetrol Bahamas Limited ("Ultrapetrol") to
combine the inland river barge transportation divisions of ACBLH Ltd. and Ultrapetrol operating on the Parana/ Paraguay River system in South America. ACBLH Ltd. now has a 50% ownership interest in
the newly formed, joint venture company, UABL Limited ("UABL"). UABL will operate 18 towboats and a combined fleet of 335 dry cargo and tank barges. UABL serves commodity shippers in
Argentina, Bolivia, Brazil, Paraguay and Uruguay.

On
September 6, 2000 ACL sold its 100% membership interest in Waterway Communications System LLC ("Watercom") to Mobex Network Services Company ("Mobex"). The sale of Watercom will not
significantly affect ACL's expected future operating income or cash flow from operating activities.

On
May 26, 2000 ACL entered into an agreement to purchase or lease substantially all of the long-term assets of Peavey Barge Line and other inland marine transport divisions of
Conagra, Inc. ("Peavey"). This added more than 900 covered hopper barges to ACL's existing fleet of inland marine barges, raising the total number of vessels in
ACL's fleet to approximately 5,300 barges.

RESULTS OF OPERATIONS

Quarter Ended September 29, 2000 Compared with Quarter Ended October 1, 1999

Operating Revenue.Operating revenue for the quarter ended September 29, 2000 increased 10% to
$206.7 million from $188.6 million for the quarter ended October 1, 1999. The revenue increase was primarily due to the acquisition of Peavey and favorable fuel price adjustments
on certain long term, domestic barging contracts, partially offset by lower spot grain rates, lower coal contract rates, and reduced loads per barge reflecting reduced demand for export grain
shipments.

Domestic
barging revenue increased $18.6 million to $161.0 million due to the addition of Peavey revenue for the full quarter, increased freight rates from contract fuel adjustments and
improved market rates for bulk, steel and liquid commodities. This was partially offset by a 10% reduction in market rates for grain freight, a reduction in the contract rate for one of
ACL's electric utility customers and reduced loads per barge caused by shippers holding barges longer at loading and unloading facilities compared to the third quarter of 1999.

International
revenues fell $0.8 million to $12.2 million due to reduced freight volumes attributable to an accident, unrelated to ACL's barging operation, at a major
bauxite customer's unloading dock in Venezuela and lower rates in Argentina due to shorter haul movements, partially offset by increased tonnage shipped in Argentina. Revenue at Jeffboat LLC
("Jeffboat"), ACL's marine construction subsidiary, increased $0.7 million to $29.5 million primarily due to the completion of 5 more large capacity tankers for public
sale in the third quarter of 2000 compared to the third quarter of 1999. The increased revenue from large tankers was partially offset by reduced hopper barge construction volume and slightly lower
unit prices for hopper barges.

Operating Expense.Operating expense for the quarter ended September 29, 2000 increased 13% to
$187.5 million from $166.1 million in the third quarter of 1999. Domestic barging expense increased

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$20.2 million to $146.3 million due to increased fuel prices and additional expenses from operating the Peavey barges, offset by reduced loads per barge. Fuel price before the effect of
user tax and hedging was 85 cents per gallon in the third quarter of 2000 on a volume of 26.6 million gallons compared to 54 cents per gallon in the third quarter of 1999. ACL hedges fuel to be
consumed for barge freight commitments that are pre-priced and not protected by contract rate adjustments. The hedging program covers roughly one fifth of ACL's fuel
consumption. The net impact of rising fuel prices offset by contract adjustments and hedging is estimated to be a $1.7 million reduction in operating income vs. the year ago quarter.
International barging expenses increased $0.7 million to $10.5 million due to the increased volume of shipments in Argentina. Jeffboat's expenses increased $0.9 million to
$27.2 million due to the increased volume of large tankers completed versus the year ago quarter.

Operating Income.Operating income for the quarter ended September 29, 2000 decreased 15% to $19.1 million
from $22.5 million for the third quarter 1999, due to the reasons discussed above.

Interest Expense.Interest expense for the third quarter of 2000 increased to $18.0 million from
$17.4 million for the same period in 1999. The increase is due to higher base LIBOR rates on the Senior Credit Facilities partially offset by reduced amounts outstanding under those facilities.

Gain on Sale of Watercom.The gain on the sale of ACL's membership interest in Watercom was
$11.4 million. The gain results from a purchase price of $16.0 million, which consist of $13.6 million in cash and $2.4 million in Mobex preferred stock, less the total of
ACL's net investment in Watercom and transaction related costs of $4.6 million.

Earnings Before Income Taxes, Extraordinary Item and Cumulative Effect of Accounting Change.The earnings before income
taxes, extraordinary item and the cumulative effect of accounting change was $12.7 for the third quarter 2000 compared to earnings of $5.7 million for the same period in 1999 due to the reasons
discussed above.

Income Taxes.Income taxes for the quarter were $3.4 million compared to $0.5 million in the third period
of last year due to increases in accrued foreign income taxes for the international subsidiaries. ACL passes its U.S. federal and state taxable income to its Parent, whose equity holders are
responsible for those income taxes.

Earnings Before Extraordinary Item and Cumulative Effect of Accounting Change.The earnings before extraordinary item
and the cumulative effect of accounting change was $9.4 million for the third quarter
2000 compared to earnings of $5.2 million for the same period in 1999 due to the reasons discussed above.

Net Earnings.Net earnings for the quarter was $9.4 million compared to earnings of $5.2 million in the
same period last year due to the reasons discussed above.

Nine Months Ended September 29, 2000 Compared with Nine Months Ended October 1, 1999

ACL
follows a 52/53-week fiscal year ending on the last Friday in December of each year. 2000 is a 52- week year compared to 1999, which was a 53-week year. The
nine months ended September 29, 2000 was a 39-week time period compared to the nine months ended October 1, 1999 which was a 40-week time period.

Operating Revenue.Operating revenue for the nine months ended September 29, 2000, increased 3% to
$568.0 million from $551.8 million for the first nine months of 1999. The revenue increase was due to the the addition of the Peavey equipment and higher freight rates from domestic
barging, partially offset by the reporting period being 39 weeks in 2000 compared to 40 weeks in 1999, lower contract coal rates, lower volumes from international operations and lower volumes at
Jeffboat.

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Domestic barging revenue increased $27.5 million to $432.5 million despite the effect of the shorter reporting period. The increase was due to higher contract freight rates from fuel
adjustment clauses, the addition of the Peavey assets as of the end of May and higher market rates for bulk, steel and liquid commodities. Difficult operating conditions in the first nine months of
1999 also contributed to the favorable comparison. The favorable variance was partially offset by a lower rate for one of ACL's electric utility customers beginning in the second
quarter of 2000.

Revenue
at Jeffboat decreased $3.7 million to $93.5 million, reflecting lower sales of hopper barges to third party customers. International revenues decreased $6.4 million to
$27.1 million. Lower revenue rates from ACL's Argentine based operation due to shorter hauls and lower volumes in Venezuela due to the customer's unloading dock accident combined
to produce the shortfall.

Operating Expense.Operating expense for the nine months increased 4% to $524.4 million from
$505.0 million in 1999 due to the additional Peavey volume and higher fuel prices offset by the shorter reporting period, reduced Jeffboat volume and reduced volume in Venezuela.

Domestic
barging expense rose $24.8 million to $399.0 million, primarily due to an average price of fuel, before user tax and hedging of 80 cents for the first nine months of 2000
compared to 45 cents for the same period last year. The net impact of rising fuel prices offset by contract adjustments and hedging is estimated to be a $5.3 million reduction in operating
income vs. the year ago period. Jeffboat's expenses fell $3.1 million to $84.7 million due to lower hopper barge construction volumes and improved labor productivity. International
barging expenses decreased $1.6 million to $29.3 million primarily due to reduced volume in Venezuela and the shorter reporting period.

ACL
implemented a number of internal changes in the first nine months of 2000, including staff reductions which will result in cost savings of approximately $2 million per year, and
reassignment of senior level responsibilities. Changes in health and benefit plans, including the American Commercial Lines LLC Pension Plan, that affect salaried employees covered by the plans, were
also implemented and will result in annual cost savings of $5 to $6 million. Management of ACL's tank barge cleaning facility at Baton Rouge has been assigned to a
non-affiliated third party whose core business is barge cleaning. ACL is receiving a variable monthly fee that is linked to the facility's operating profit. Management of
ACL's boat and barge repair yard in New Orleans and its fleeting facility in Mobile have also been assigned to non-affiliated third parties with ACL receiving monthly fees
containing both fixed and variable components.

Operating Income.Operating income for the nine months fell 7% to $43.6 million from $46.8 million for the
same period in 1999, due to the foregoing factors.

Interest Expense.Interest expense for the nine months decreased to $52.9 million from $53.0 million for
the same period in 1999. The decrease is due to 39 weeks being recognized in the first nine months of 2000 compared to 40 weeks for the same period in 1999 and a reduced outstanding debt balance,
partially offset by a higher base interest rate for the variable rate Senior Credit Facilities.

Gain on Sale of Watercom.The gain on the sale of the membership interest in Watercom was $11.4 million. The gain
results from a purchase price of $16.0 million, which consist of $13.6 million in cash and $2.4 million in Mobex preferred stock, less $4.6 million which is the total of
ACL's net investment in Watercom and transaction related costs.

Earnings (Loss) Before Income Taxes, Extraordinary Item and Cumulative Effect of Accounting Change.The earnings before
income taxes, extraordinary item and the cumulative effect of an accounting change was $3.7 million for the 2000 nine month period compared with a loss of $4.3 million for the same
period in 1999, due to the reasons discussed above.

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Income Taxes.Income taxes for the nine months increased to $4.2 million from $0.5 million for last year's
nine month period due to increases in accrued foreign taxes recognized for the international subsidiaries. ACL passes its U.S. federal and state taxable income to its Parent, whose equity holders are
responsible for those income taxes.

Loss Before Extraordinary Item and Cumulative Effect of Accounting Change.The loss before extraordinary item and the
cumulative effect of an accounting change was $0.5 million for the 2000 nine month period compared with a loss of $4.8 million for the same period in 1999, due to the reasons discussed
above.

Extraordinary ItemLoss on Early Extinguishment of Debt.ACL recognized $0.7 million as an
extraordinary loss in the second quarter of 2000 reflecting the redemption premium on the Terminal Revenue Refunding Bonds. This amount was paid out of an escrow account previously established as an
irrevocable trust.

Cumulative Effect of Accounting Change.ACL recognized $1.7 million in non-cash expense related to a
workers compensation secondary injury fund in accordance with adoption of the American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-3, "Accounting by
Insurance and Other Enterprises for Insurance-Related Assessments" in the first quarter of 1999.

Net Loss.Net loss for the nine months was $1.2 million compared with a loss of $6.5 million for the same
period in 1999, due to the foregoing factors.

Outlook

ACL's
domestic barging revenue should continue to be ahead of the year ago period due to the addition of the Peavey assets, higher contract rates from fuel price adjustments and
improved markets for bulk, steel and liquid commodities. Grain spot market rates for the last half of 2000 are expected to be below last year's rate levels, despite an improved crop harvest, due to
increased holding of grain in storage.

The
average price of fuel consumed by ACBL vessels is expected to remain consistent with current market prices resulting in a continued 30 to 40 cent higher price per gallon in the fourth quarter of
2000 compared to the fourth quarter of 1999. With the addition of boats required to move the Peavey barges, ACBL vessels will consume approximately 120 million gallons annually and generally
ratably throughout the year. ACBL has contract price adjustment clauses and a fuel-hedging program which provide protection for approximately 80% of gallons consumed. Contract adjustments
are deferred one quarter.

Liquidity and Capital Resources

As
of September 29, 2000, ACL had outstanding indebtedness of $666.5 million, including $353.3 million drawn under two Term Loans, $8.0 million drawn under the revolving
credit facility, $300.0 million aggregate principal amount of Senior Notes and other notes outstanding of $5.2 million, including a note in connection with the purchase of two formerly
leased towboats. In addition, ACL had $2.4 million in outstanding capital lease obligations and had securitized $59.2 million of the trade receivables of two subsidiaries as of the end
of the quarter.

In
June 1998, ACL deposited $26.1 million into an escrow fund that was used in the second quarter 2000 to repay $24.4 million principal of the Terminal Revenue Refunding Bonds
along with the redemption premium and accrued interest on the bonds. The early redemption premium of $0.7 million was reported as an extraordinary item on the Consolidated Statement of Earnings
in the second quarter of 2000.

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The Senior Credit Facilities and the Indenture contain a number of covenants with specified financial ratios and tests including, with respect to the Senior Credit Facilities, maximum leverage ratios
which could lead to an event of default and result in acceleration of the debt, higher interest rates or other adverse consequences. Compliance with financial ratios is measured at the end of each
quarter. ACL's ability to meet the financial ratios is affected by adverse weather conditions, seasonality and other risk factors inherent in its business.

ACL's
cash balance was $9.5 million as of September 29, 2000. Cash provided by operating activities totaled $31.0 million for the first nine months of 2000 compared
to cash provided by operating activities of $17.3 million for the first nine months of 1999. The increase was primarily due to one additional interest payment being made on the Senior Notes
during the first nine months of 1999 as a result of ACL's fiscal calendar and lower inventory levels at Jeffboat as of the end of the third quarter 2000 compared to the year ago period.

Capital
expenditures are expected to be $49 million for 2000, including $20.3 million for Peavey property, approximately $17.2 million for marine and other equipment maintenance,
and $11.5 million for the purchase of barges. As of September 29, 2000, a total of $45.4 million had been spent, including $20.3 million for Peavey property,
$14.0 million for equipment maintenance, $10.0 million for the buyout of unfavorable-to-market barge lease obligations and $1.1 million for the purchase of two new tank barges.
The purchase of the barge lease obligations will reduce barge charter expense in the year 2000 as compared to the year 1999. ACL is continuing to lease new construction equipment from third party
investors and also assumed certain operating lease obligations from Peavey.

The
most recent purchase of a barge lease obligation in the amount of $6.1 million is recorded as an unpaid property addition as of September 29, 2000. That amount is recorded as an
Other Current Liability and is not included in Net Cash Used in Investing Activities on the Condensed Consolidated Statement of Cash Flows.

The
$31.5 million cash outflow for the purchase of Peavey assets consisted of $20.3 million for Peavey property and $11.2 million for the purchase of favorable lease commitments and
inventory. In addition ACL assumed a short-term capital lease with a present value obligation of $3.8 million as of acquisition date in connection with the Peavey purchase.

Management
believes that cash generated from operations is sufficient to fund its cash requirements, including capital expenditures for fleet maintenance, working capital, interest payments and
scheduled principal payments. ACL may from time to time, borrow under the Revolving Credit Facility.

Changes in Accounting Standards

In
December 1997, the AICPA issued Statement of Position No. 97-3, "Accounting by Insurance and Other Enterprises for Insurance-Related Assessments" (SOP 97-3)
which provides guidance on recognition, measurement, and disclosure of liabilities for guaranty-fund and certain other insurance-related assessments, including workers' compensation
second-injury funds. SOP 97-3 is effective for fiscal years beginning after December 15, 1998. ACL adopted SOP 97-3 in the first quarter of 1999, with a cumulative
effect adjustment of $1.7 million in non-cash expense.

In
June 1998, the Financial Accounting Standards Board (FASB) issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." This Statement establishes
accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognizes
all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically
designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash
flows of a forecasted transaction, or (c) a

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hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security, or a
foreign-currency-denominated forecasted transaction. The accounting for changes in the fair value of a derivative (that is, gains and losses) depends on the intended use of the derivative and
resulting designation. This statement is effective for ACL's financial statements for fiscal years beginning January 1, 2001, but earlier application is encouraged. ACL plans to
adopt statement No.133 on January 1, 2001 and anticipates that the adoption will not have a significant effect on its consolidated financial statements.

In
December 1999, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements." SAB 101
summarizes some of the staff's interpretations of the application of generally accepted accounting principles to revenue recognition. All registrants are expected to apply the accounting and
disclosure requirements
that are described in SAB 101 no later than the fourth quarter of the fiscal year beginning after December 15, 1999. ACL is currently in compliance with the requirements of SAB 101.

Forward Looking Statements

This
Quarterly Report contains certain forward-looking statements about ACL's financial position and results of operations. These statements include words such as "believe", "expect",
"anticipate", "intend", "estimate" or other similar words. Any statements that express or involve discussions as to expectations, beliefs or plans are not historical facts and involve known and
unknown risks, uncertainties and other factors that may cause the actual results to materially differ from those considered by the forward-looking statements. Such factors include:



As
a result of these and other factors discussed in and incorporated by reference from "Risk Factors," Exhibit 99.1 to ACL's 1999 Annual Report on Form 10-K
for the year ended December 31, 1999, no assurances can be given as to future results, levels of activity and achievements. Any forward-looking statements speak only as of the date the
statement was made. ACL undertakes no obligation to update or revise any forward-looking statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There
have been no material changes to ACL's exposure to market risks discussed in Item 7A of ACL's 1999 Annual report on Form 10-K for the year ended
December 31, 1999.

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## 

PART II  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.



Exhibit 27.1  Financial Data Schedule



There were no reports on Form 8-K filed in the third quarter of 2000.

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## 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, American Commercial Lines LLC has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

|      |  |                   |  | AMERICAN COMMERCIAL LINES LLC
(Registrant)
|----- |  | ----------------- |  | ------------------------------------------
|Date: |  | November 13, 2000 |  | By:                                       
|      |  |                   |  | Name:                                     
|      |  |                   |  | Title:                                    

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