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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

(Mark One)

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

FOR THE FISCAL YEAR ENDED DECEMBER 29, 2000

OR

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

52-2106600(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)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:None

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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 / /

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /x/

State
the aggregate market value of the voting and non-voting common equity held by nonaffiliates of the registrant. The aggregate market value shall be computed by
reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within 60 days prior to the date of filing. Not Applicable.

As of March 29, 2001, the registrant had 100 membership interests outstanding.

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PART I

ITEM 1. BUSINESS.

History

American Commercial Lines LLC ("ACL"), a Delaware limited liability company, was formed in April 1998 in connection with the conversion
by merger of its predecessor American Commercial Lines, Inc. ("ACL Inc."), a Delaware corporation, into a limited liability company. ACL Inc. was formed in 1953 as the holding
company for a family of barge transportation and marine service companies with an operating history beginning in 1915 and became a wholly-owned subsidiary of CSX Corporation ("CSX") in 1984.

ACL
has achieved significant growth through its acquisitions of SCNO Barge Lines, Inc. in 1988, Hines American Lines, Inc. in 1991, The Valley Line Company in 1992,
Continental Grain Company's barging operations in 1996 and, in 2000, the assets of Peavey Barge Line and the assets of the other inland marine transport divisions of ConAgra, Inc. ("Peavey").
Pursuant to the Recapitalization Agreement, dated April 17, 1998, among CSX, Vectura Group Inc., a Delaware corporation now Vectura Group, LLC ("Vectura"), a Delaware limited liability
company, ACL's parent American Commercial Lines Holdings LLC (the "Parent"), a Delaware limited liability company, ACL and National Marine, Inc., a Delaware corporation now
National Marine LLC ("National Marine"), a Delaware limited liability company, the Parent completed a recapitalization in a series of transactions (the "Recapitalization") and combined the barging
operations of Vectura, National Marine and their subsidiaries with that of ACL.

To
finance the Recapitalization, ACL incurred secured debt under a Credit Agreement, dated June 30, 1998, with certain lenders and The Chase Manhattan Bank, as administrative
agent (the "Senior Credit Facilities"), consisting of a $200.0 million Tranche B Term Loan due June, 2006, a $235.0 million Tranche C Term Loan due June, 2007 (collectively the "Term
Loans") and a revolving credit facility providing for revolving loans and the issuance of letters of credit for the account of ACL in an aggregate
principal amount of up to $100.0 million due June, 2005 (the "Revolving Credit Facility"). ACL also issued $300.0 million of unsecured Series B 101/4% Senior Notes
due June, 2008 (the "Senior Notes"), pursuant to a trust indenture (the "Indenture") with United States Trust Company of New York, as trustee.

General

ACL is an integrated marine transportation and service company, providing barge transportation and ancillary services. The principal cargoes carried are steel
and other bulk commodities, grain, coal and liquids including a variety of chemicals, petroleum and edible oils. ACL supports its barging operations by providing towboat and barge design and
construction and terminal services. ACL, through its domestic barging subsidiary American Commercial Barge Line LLC ("ACBL"), is the leading provider of river barge transportation
throughout the inland United States and Gulf Intracoastal Waterway Systems, which include the Mississippi, Illinois, Ohio, Tennessee and the Missouri Rivers and their tributaries and the Intracoastal
Canals that parallel the Gulf Coast (collectively, the "Inland Waterways"). In addition, since expanding its barge transportation operations to South America in 1993, ACL has become the leading
provider of barge transportation services on the Orinoco River in Venezuela and the Parana/Paraguay River system serving Argentina, Brazil, Paraguay, Uruguay and Bolivia. ACL's position
as a leader in South American barging was expanded on October 24, 2000, when an ACL 80% owned subsidiary, ACBL Hidrovias, Ltd. ("ACBLH") entered into an agreement with UP River (Holdings), Ltd.
("Ultrapetrol") to combine the inland river barge transportation divisions of Ultrapetrol and ACBLH which operate on the Parana/Paraguay River system in South America. ACBLH has a 50% ownership
interest in the newly formed company, UABL

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Limited ("UABL"). UABL operates 20 towboats and a combined fleet of 332 dry cargo and tank barges. UABL serves commodity shippers in Argentina, Bolivia, Brazil, Paraguay and Uruguay.

At
year end, ACBL's combined barge fleet was the largest in the United States, consisting of 3,959 covered and 580 open barges, used for the transportation of dry
cargo, and 455 tank barges used for transportation of liquid cargo. ACBL's barge fleet is supported by the largest towboat fleet in the United States, consisting of 200 towboats at year
end.

ACBL
has a strong and diverse customer base consisting of several of the leading industrial and agricultural companies in the United States. ACBL has numerous
long-standing customer relationships, with 15 of its top 25 customers having been customers of ACBL for over 20 years. In many cases, these relationships have resulted in
multi-year contracts with these customers. Certain long-term contracts provide for minimum tonnage or requirements guarantees, which allow ACBL to plan its logistics more
effectively. Historically, a majority of ACBL's contracts for non-grain cargoes are at a fixed price, increasing the stability and predictability of operating revenue.

ACL,
through its Jeffboat LLC ("Jeffboat") subsidiary, designs and manufactures towboats and barges for ACBL, other ACL subsidiaries and third-party customers. Through its American
Commercial Terminals LLC ("ACT") subsidiary, which operates ten river terminal sites along the Inland Waterways, ACL supports its barging operations with transfer and warehousing capabilities for
steel, bulk, liquid and other general commodity products moving between barge, truck and rail. Other terminal locations are owned or operated by Global Materials Services LLC ("GMS"), a joint venture
between ACT and Mid-South Terminal Company, L.P., an unaffiliated third party. Through its Louisiana Dock Company LLC ("LDC") subsidiary, ACL maintains facilities throughout the Inland
Waterways that provide fleeting, shifting, cleaning and repair services for both towboats and barges, primarily to ACL as well as to third-party customers.

ACL's
objective is to achieve stable earnings growth in its core barging business as well as its shipbuilding and terminals operations. Through effective coordination
of its barging, shipbuilding, terminals, fleeting and services, ACL reduces costs while maintaining each business unit's ability to generate third-party revenue. In addition, ACL believes it is a
technology leader in the barging industry. ACL has made significant investments that allow it to maximize operating efficiency through technologies such as real-time cargo tracking. This
investment in technology strengthens ACL's ability to compete by lowering its cost structure and enhancing the quality of the services and products provided.

Over
the past several years, ACL has been able to successfully complete and integrate multiple large acquisitions, including SCNO Barge Lines, Inc., Hines American
Lines, Inc., The Valley Line Company, and the barging operations of Continental Grain Company, National Marine and Peavey. Based upon the success of these acquisitions, combined with
ACL's ability to provide long-term, reliable service to its customers, ACL believes that it is particularly well-positioned to continue to grow through strategic
acquisitions in its core business lines.

In
recent years, ACL also has become the leading provider of river barge transportation in South America. ACL conducts its international operations mainly through American Commercial
Lines International LLC and its foreign subsidiaries, ACBL de Venezuela, C.A. and ACBL Hidrovias, Ltd. (collectively, "ACL International"), and through its investment in UABL. ACL
International's fleet consisted at year end of six covered and 93 open hopper barges, three tankers, seven deck barges and six towboats. Through UABL, ACL International participates in the operation
of an additional 267 covered hoppers, 40 open hopper barges, 25 tank barges and 20 boats. ACL International entered the South American market in 1993 by establishing operations to serve a new
customer's shipping needs along the Orinoco River in Venezuela. Since then, the focus of ACL International's strategy has been to serve customers that require reliable, low-cost marine
transportation abroad. ACL International works closely with current and potential customers to establish mutually beneficial long-term contracts

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to serve these needs. By following this strategy, ACL International has become the leading provider of barge transportation on the Orinoco River in Venezuela and, through UABL, the leading provider of
barge transportation on the Parana/Paraguay River system serving Argentina, Brazil, Paraguay, Uruguay and Bolivia. Because demand for transportation in South America is expected to grow and there are
several consolidation opportunities in the South American market, ACL International has the opportunity to broaden the scope of its operations over the long term.

Industry

Domestic barging focuses on four core commodity groups: steel/other bulk commodities, grain, coal and liquids. Because barging provides a low-cost
transportation alternative for high mass/high volume cargoes, many bulk commodity shippers choose barging as their preferred mode of transportation. Coal is the barging industry's largest transport
commodity from a tonnage standpoint, while grain is a material driver for the industry's overall freight rate structure for dry cargo movements due to the effect the varying levels of grain export
demand has on capacity and rates. Chemicals are the primary liquid cargo handled by liquid barge carriers, along with petroleum products, edible oils, molasses and ethanol. Safety and quality control
are essential factors in serving this market.

The
barging industry uses two types of equipment to move freight: towboats, providing the power source, and barges, providing the freight capacity. Each standard dry cargo barge is
capable of transporting approximately 1,500 tons of cargo with the most common tank barges being either 10,000 barrel or 30,000 barrel capacity. The combination of a towboat and barges is called a
tow, and usually consists of one towboat and from 5 to 40 barges. The number of barges in a tow will depend upon the horsepower of the towboat, the river capacity and conditions, the load and empty
mix of the tow, the direction of travel and the commodity carried.

Since
1980, the industry has been consolidating as acquiring companies have moved towards attaining the widespread geographic reach necessary to support major national customers.
ACL's management believes the consolidation process will continue. There are currently five major domestic barging companies that operate more than 1,000 barges. There are also 15
mid-sized operators that operate over 200 barges, and approximately 11% of the barging capacity remains in the hands of small carriers that operate fewer than 200 barges. As the industry
continues to consolidate, ACL believes that it will be well-positioned to realize cost savings and synergies by merging smaller operators into its existing network.

COMPANY OPERATIONS

Domestic Barging

In 2000, ACBL maintained its position as the leading provider of barge transportation in the United States, operating over nearly 11,000 miles of the Inland
Waterways and transporting a wide variety of commodities, including steel/other bulk commodities, grain, coal and liquids. ACBL is ranked first in the United States in terms of revenues, barges
operated and gross tons hauled. In terms of annual riverborne tonnage, ACBL is the leading grain transporter in the industry, and is the second largest liquids transporter. As of year end,
ACBL's fleet consisted of 4,539 dry cargo hopper barges and 455 double-skinned tank barges. ACBL operated 1,489 of these dry cargo hopper barges and 46 of these tank barges pursuant to
charter agreements. The charter agreements have expiration dates ranging from one to fifteen years. ACBL expects generally to be able to renew or replace such charter agreements as they expire.
Although ACBL will not purchase a material number of new barges in the year 2001, ACBL has a program to renew its fleet through which certain third party lenders or entities will acquire new equipment
from Jeffboat and lease that equipment to ACBL. ACBL anticipates that it will obtain 170 new barges through this program in the year 2001.

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Domestic Fleet Profile By Barge Type(1)

|                |       |       |       | Average Age (Years)
|--------------- | ----- | ----- | ----- | -------------------
|
|
|Covered Hoppers |       | 3,959 |       | 17                 
|Open Hoppers    |       | 580   |       | 24                 
|Tankers         |       | 455   |       | 19                 
|                |       |       |       |                    
|                | Total |       | 4,994 |                    
|                |       |       |       |                    

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In
addition, ACBL operates 200 towboats with an average age of approximately 26 years. No comparative industry data is available with respect to towboats. Of
ACBL's 200 towboats, 52 are operated by ACBL pursuant to charter agreements. The charter agreements have expiration dates ranging from one to five years. ACBL expects to be able to
renew such charter agreements as they expire.

The
size and diversity of ACBL's towboat fleet allows it to deploy the towboats to the portions of the Inland Waterways where they can most effectively operate. For
example, ACBL's towboats that have in excess of 9,000 horsepower operate with tow sizes of as many as 40 barges along the Lower Mississippi River where the river channels are wider and
there are no restricting locks and dams. ACBL's 5,600 horsepower towboats operate along the Ohio, Upper Mississippi and Illinois Rivers where the river channels are narrower and
restricting locks and dams are more prevalent. ACBL deploys smaller horsepower towboats for shuttle and harbor services.

Domestic Towboats By Horsepower(1)

|Horsepower      |       | Number of Towboats |     | Average Age (Years)
|--------------- | ----- | ------------------ | --- | -------------------
|6,700-10,500    |       | 15                 |     | 24                 
|5,000-6,500     |       | 66                 |     | 26                 
|1,950-4,900     |       | 33                 |     | 27                 
|1,800 and below |       | 86                 |     | 26                 
|                |       |                    |     |                    
|                | Total |                    | 200 |                    
|                |       |                    |     |                    

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ACBL's
barging operations encompass four core commodity groups: steel/other bulk commodities, grain, coal and liquids. In terms of tonnage and revenue, grain and coal
are ACBL's largest transport commodities with steel/other bulk commodities and liquids second and third, respectively.

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ACL Domestic Barging Operations By Commodity(dollars and tonnage in millions)

|           |       | 2000 |     | 1999 |      | 1998 
|---------- | ----- | ---- | --- | ---- | ---- | -----
|
|Grain/Coal |       | $    | 229 |      | 38.7 |      
|Bulk/Steel |       |      | 153 |      | 25.8 |      
|Liquids    |       |      | 113 |      | 19.1 |      
|Other(1)   |       |      | 97  |      | 16.4 |      
|           |       |      |     |      |      |      
|           | Total |      | $   | 592  |      | 100.0
|           |       |      |     |      |      |      

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To support its domestic barging operations, ACL maintains shore-based facilities throughout the Inland Waterways that provide fleeting,
shifting, cleaning and repair services for both towboats and barges, including five towboat dry-docks and nine barge dry-docks.

International Barging

ACL launched its international barging operations in South America in 1993. ACL International currently operates on the Orinoco River, with headquarters in
Puerto Ordaz, Venezuela, and through UABL on the Parana/Paraguay River system, with headquarters in Buenos Aires, Argentina. South American operations generated 5% of ACL's 2000
operating revenue, and management expects revenues from South American operations to increase in the coming years. ACL International's expansion in South America has been accomplished by introducing
new equipment and technology to the South American river systems, utilizing systems used in the United States, developing new processes to meet local requirements and through consolidation. ACL
International expects to use its expertise to expand its barging operations into new regions.

International Fleet Profile By Barge Type (Excludes UABL)

|Barge Types     |       | Number of Barges |     | Average Age (Years)
|--------------- | ----- | ---------------- | --- | -------------------
|Covered Hoppers |       | 6                |     | 15                 
|Open Hoppers    |       | 93               |     | 17                 
|Tankers         |       | 3                |     | 28                 
|Deck            |       | 7                |     | 8                  
|                |       |                  |     |                    
|                | Total |                  | 109 |                    
|                |       |                  |     |                    

At
year end, ACL International operated 20 dry cargo barges pursuant to charter agreements with expiration dates of one year. ACL International expects generally to be able to renew
such charter agreements as they expire. In addition, ACL International operated six towboats in South America.

Barge and Towboat Design and Manufacturing

Jeffboat manufactures both towboats and barges for ACBL, ACL International and third-party customers primarily for inland river service, but also produces
coastal and offshore equipment and other special purpose vessels such as cruise boats, casino boats, and U.S. Army Corps of Engineers vessels. Jeffboat has long been recognized as a leader in inland
marine technology, incorporating designs and propulsion systems derived from ongoing model basin studies. Jeffboat also provides around-the-clock vessel repair services,
including complete dry-docking capabilities, back-up support for emergency cargo salvage and equipment recovery, and full machine shop facilities for repair and storage of
towboat propellers, rudders and shafts. In 2000, Jeffboat was the leading producer of inland

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barges in the United States, producing more than half of the new supply of inland barges for the barging industry.

ACL
believes that the partnership between its transportation operations and Jeffboat is a competitive advantage for ACL, permitting optimization of construction schedules and asset
utilization between ACL's internal requirements and sales to third-party customers. The relationship also gives Jeffboat's engineers an opportunity to collaborate with
ACL's barge operations on innovations that optimize towboat performance and barge life.

Terminals

ACL's terminal subsidiary, ACT, directly operates ten facilities located on the Inland Waterways at Guntersville, Alabama; Jeffersonville and Evansville,
Indiana; Louisville, Kentucky; St. Louis, Missouri; Omaha (two sites) and Nebraska City, Nebraska; and Memphis, Tennessee. GMS operates 16 terminal facilities at Decatur, Alabama (two sites); Osceola,
Helena, Pine Bluff, West Memphis (two sites) and Ft. Smith (two sites), Arkansas; Chicago, Illinois; Industry, Pennsylvania (three sites); Memphis, Tennessee; Houston, Texas; and Vlissingen,
Netherlands. GMS also operates six service operations at Battle Creek, Michigan; Cincinnati and Mingo Junction, Ohio; Follansbee and Brooklyn Junction, West Virginia; and Vancouver, Canada. The focus
of ACT's operations is to support ACL's core barging business. As a result, ACT primarily pursues opportunities that fit well with ACBL's barging patterns, and the
majority of the river tonnage moving through ACT terminals is transported by ACBL barges.

Customers

ACBL's primary customers include many of the nation's major industrial and agricultural companies. ACBL enters into a wide variety of short and
long-term contracts with these customers ranging from annual one-year contracts to multi-year extended contracts with inflation adjustments. ACBL's
top 25 customers accounted for 51% of ACL's fiscal 2000 operating revenue. One customer, Cargill, Inc. accounted for more than 10% of ACL's fiscal 2000
consolidated operating revenue.

ACBL
operates a 24-hour planning center at its headquarters in Jeffersonville, Indiana to provide around-the-clock customer contact and planning
capability. In addition to enhanced customer service, the planning center has improved communication between vessels and office staff for improved logistics and asset utilization.

Competition

ACL's barging operations compete on the basis of price, service and equipment availability. Primary competitors of ACL's barging
operations include other barge lines, railroads, trucks and pipelines. Barge transportation provides the lowest unit cost of delivery of any major form of transportation for high volume, bulk
products, delivering 12% of the volume of U.S. freight for 2% of the total U.S. freight cost, according to data available from the U.S. Department of Transportation. One standard hopper barge has the
equivalent carrying capacity of 15 railcars or 58 trucks. In areas where shippers have access to water transportation, the rate per ton-mile is significantly less than rail rates and
approximately 80% to 90% lower than truck rates. While it is generally less expensive to move large volumes of certain liquids by pipeline when both the origin and destination have a direct connection
to the pipeline, barge transportation of liquids has greater flexibility with respect to the origins and destinations that can be served.

Competition
within the barging industry for major commodity contracts is intense. There are a number of companies offering transportation services on the Inland Waterways. Carriers
compete not only on the basis of commodity shipping rates, but also with respect to value-added services, including more convenient and flexible scheduling, more timely information and different
equipment. ACL believes its vertical integration provides it with a competitive advantage. ACL utilizes its boat and barge

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repair and vessel fleeting facilities, Jeffboat's shipbuilding capabilities and ACT's geographically broad-based terminals to support its core barging business and to offer a combination of
competitive pricing and high quality service to its customer base.

ACL
considers Jeffboat's major competitor to be Trinity Industries Inc. which operates five inland shipyards and which ACL estimates manufactures approximately one half of the
new supply of inland barges. ACL believes that in addition to Trinity, Jeffboat's other competitors include Bollinger Machine Shop and Shipyard, Inc. and Galveston Shipbuilding Company for
barges and Friede Goldman Halter, Inc. and Quality Shipyards, Inc. for towboats, all of which are located primarily on the Gulf of Mexico.

Properties

ACL owns or operates numerous land-based facilities that support its overall marine operations. These facilities include a major construction
shipyard, ten terminal facilities for cargo transfer and handling throughout the river system, 14 locations (which include 21 separate facilities and service operations) for the staging, fleeting,
interchange and repair of barges and towboats and a corporate office complex in Jeffersonville, Indiana. An additional 22 terminal facilities and service locations are operated by GMS.

The
significant ACL-owned facilities among these properties include:



Government Regulation

General

ACL's business is materially affected by government regulation in the form of international treaties, conventions, national, state and local
laws and regulations, and laws and regulations of the flag nations
of its vessels, including laws relating to the discharge of materials into the environment. Because such conventions, laws and regulations are regularly reviewed and revised by the issuing
governmental bodies, ACL is unable to predict the ultimate costs or impacts of compliance. In addition, ACL is required by various governmental and quasi-governmental agencies to obtain certain
permits, licenses and certificates with respect to its business operations. The kinds of permits, licenses and certificates required depend upon such factors as the country of registry, the commodity
transported, the waters in which the vessel operates, the nationality of the vessel's crew, the age of the vessel and the status of ACL as owner, operator or charterer. ACL believes that it currently
has or can readily attain all permits, licenses and certificates necessary to permit its vessels to operate in their current trades.

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ACL's domestic transportation operations are subject to regulation by the U.S. Coast Guard, federal laws, state laws and certain international conventions.

ACL's
inland tank barges are inspected by the U.S. Coast Guard and carry certificates of inspection. ACL's towing vessels and dry cargo barges are not
subject to U.S. Coast Guard inspection requirements.

Jones Act

The Jones Act is a federal cabotage law that restricts domestic marine transportation in the United States to vessels built and registered in the United
States. Furthermore, the Jones Act requires that the vessels be manned by U.S. citizens and owned by U.S. citizens. For a limited liability company to qualify as a U.S. citizen for the purpose of
domestic trade, 75% of the company's beneficial stockholders must be U.S. citizens. ACL presently meets all of the requirements of the Jones Act for its owned vessels.

Compliance
with U.S. ownership requirements of the Jones Act is very important to the operations of ACL, and the loss of Jones Act status could have a significant negative effect for
ACL. ACL monitors the citizenship requirements under the Jones Act of its employees and beneficial equity holders and will take action as necessary to ensure compliance with the Jones Act
requirements.

During
the past several years, the Jones Act cabotage laws have been challenged by interests seeking to facilitate foreign flag competition for trade reserved for U.S. flag vessels
under the Jones Act. These efforts have been consistently defeated by large margins in the U.S. Congress. ACL believes that
continued efforts may be made to modify or eliminate the cabotage provisions of the Jones Act. If such efforts are successful so as to permit foreign competition, it could have an adverse effect on
ACL.

User Fees and Fuel Tax

Federal legislation requires that inland marine transportation companies pay a user fee in the form of a tax based on propulsion fuel used by vessels engaged
in trade along inland waterways that are maintained by the U.S. Army Corps of Engineers. Such user fees are designed to help defray the costs associated with replacing major components of the waterway
system, including dams and locks, and to build new projects. A significant portion of the Inland Waterways on which ACL's vessels operate are maintained by the Corps of Engineers.

ACL
presently pays a federal fuel tax of 24.3 cents per gallon. Legislation has been proposed to repeal a portion (4.3 cents per gallon) of the federal fuel tax. In the future,
existing user fees may be increased, and additional user fees imposed, to defray the costs of inland waterways infrastructure and navigation.

Environmental Matters

ACL's operations are subject to federal, state and local environmental laws and regulations which, among other things, specify requirements for
the management of oil, hazardous wastes, and hazardous substances and impose liability for releases of these materials into the environment. ACL devotes resources toward achieving and maintaining
compliance with environmental requirements. ACL believes, except as otherwise set forth herein, that it is in material compliance with environmental requirements and that noncompliance is not likely
to have a material adverse effect on ACL. However, there can be no assurance that ACL will be at all times in material compliance with all environmental requirements.

As
is the case with others in the maritime industry, a release of oil, hazardous waste, hazardous substances or other pollutants into the environment at or by its properties or
vessels, as a result of ACL's current or past operations, or at a facility to which ACL has shipped wastes, or the existence of

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historical contamination at any of its properties, could result in material liability to ACL. ACL conducts loading and unloading of dry commodities, liquids and scrap materials in and near waterways.
Such
operations present a potential that some such materials might be spilled into a waterway thereby exposing ACL to potential liability. While the amount of such liability could be material, ACL
endeavors to conduct its operations in a manner that it believes reduces such risks.

Federal,
state and local governments could in the future enact laws or regulations concerning environmental matters that affect ACL's operations or facilities, increase
its costs of operation, or adversely affect the demand for ACL's services. ACL cannot predict the effect that such future laws or regulations could have on its business. Nor can ACL
predict what environmental conditions may be found to exist at its current or past facilities or at other properties where ACL or its predecessors have arranged for the disposal of wastes and the
extent of liability that may result from the discovery of such conditions. It is possible that such future laws or undiscovered conditions could have a material adverse effect on ACL's
business, financial condition and results of operations.

ACL
is involved as a potentially responsible party ("PRP") or interested party with respect to the clean-up of hazardous waste disposal sites (Superfund sites) identified
under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), the federal Superfund clean-up statute, and similar state laws. While CERCLA authorizes
joint and several liability for remediation costs at clean-up or remediation sites, as a practical matter, such costs are typically allocated among the waste generators and other involved
parties.



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Because
CERCLA liability is retroactive, it is possible in the future that ACL may be identified as a PRP with respect to other waste disposal sites, where wastes generated by ACL
have been transported and disposed.

As
of December 29, 2000, ACL had reserves of approximately $1.3 million for environmental matters. ACL believes it has established reasonable and adequate reserves to
cover its known environmental liabilities. However, given the uncertainties associated with such matters, there can be no assurance that liabilities will not exceed reserves.

Occupational Health and Safety Matters

ACL's domestic vessel operations are primarily regulated by the U.S. Coast Guard for occupational health and safety standards.
ACL's domestic shore operations are subject to the U.S. Occupational Safety and Health Administration regulations. While there can be no assurance that ACL is at all times in complete
compliance with all such regulations, ACL believes that it is in material compliance with such regulations, and that any noncompliance is not likely to have a material adverse effect on ACL. There can
be no assurance, however, that claims will not be made against ACL for work related illness or injury, or that the further adoption of occupational health and safety regulations in the United States
or in foreign jurisdictions in which ACL operates will not adversely affect its business, financial condition and results of operations.

ACL
endeavors to reduce employee exposure to hazards incident to its business through safety programs, training and preventive maintenance efforts. ACL emphasizes safety performance
in all of its operating divisions. ACL believes that its safety performance consistently places it among the industry leaders as evidenced by what it believes are lower injury frequency levels than
many of its competitors. ACL has been certified in the American Waterway Operators Responsible Carrier Program which is oriented to enhancing safety in vessel operations.

Intellectual Property

ACL registers some of its material trademarks, tradenames and copyrights and has acquired patent protection for some of its proprietary processes. ACL has
current trademark rights to conduct its business.

Insurance

ACL maintains protection and indemnity insurance ("P&I") to cover liabilities arising out of the ownership and operation of marine vessels. ACL maintains hull
and machinery insurance policies on each of its vessels in amounts related to the value of each vessel. Each vessel is insured at its current fair market value; however, damage claims are subject to
an annual aggregate deductible of $2 million. ACL maintains coverage for shore-side properties, shipboard consumables and inventory, spare parts, worker's compensation, and general
liability risks. ACL maintains primary insurance and third party guaranty agreements as to its statutory liabilities for discharges of oil or hazardous substances under

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the federal Oil Pollution Act of 1990. In the future, ACL may elect to self-insure such primary statutory liability amounts; however, ACL currently maintains and expects to continue to
maintain excess coverage for pollution liability. All insurance policies have been obtained and arranged through the Aon Insurance Brokerage Syndicate, other brokers or direct placement with
commercial insurers, and maintained with underwriters in the United States, British and other markets.

Insurance
premiums for the coverages described above will vary from year to year depending upon ACL's loss record and market conditions. In order to reduce premiums,
ACL maintains certain per occurrence deductible, annual aggregate deductible and self-insured retention levels that it believes are prudent and generally consistent with those maintained
by other shipping companies.

Employees

As of December 29, 2000, on a consolidated basis, ACL employed approximately 3,700 individuals. Of this total (in approximate numbers), 640 individuals
were engaged in shore-side management and administrative functions, 2,000 individuals were employed as boat officers and crew members on its marine vessels, 990 individuals were engaged in
production and repair activities at ACL's shipyard facilities, and 70 individuals were employed in production and hourly work activities at ACL's terminals. Approximately
900 of ACL's domestic shore-side employees are represented by unions. Most of these unionized employees (approximately 860) are represented by the International Brotherhood
of Teamsters at ACL's Jeffboat shipyard facility, where the contract with the union was renewed in 1998 for a term of three years. Approximately 90 of ACL's South
American employees are represented by unions.

ITEM 2. PROPERTIES.

The information with respect to ACL's properties appearing in Item 1 is incorporated herein by reference.

ITEM 3. LEGAL PROCEEDINGS.

ACL is named as a defendant in various lawsuits that have arisen in the ordinary course of its business. Claimants seek damages of various amounts for personal
injuries, property damage and other matters. ACL believes that all material claims asserted under lawsuits of this description and nature are covered by insurance policies. ACL is not aware of any
litigation that would be deemed material to the financial
condition, results of operations or liquidity of ACL that is not covered by insurance coverages and policies, other than the environmental matters discussed in "Environmental Matters" included under
Item 1 elsewhere herein.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.

None.

11

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PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

ACL 's membership interests are not registered or traded on any stock exchange.

ITEM 6: SELECTED FINANCIAL DATA

|                                                                                                   |                      | Fiscal Years Ended |         
|-------------------------------------------------------------------------------------------------- | -------------------- | ------------------ | --------
|
|
|Statement of Earnings Data(1):                                                                     |                      |                    |         
|Operating revenue                                                                                  |                      | $                  | 773,838 
|Operating expense                                                                                  |                      |                    | 717,530 
|Operating income                                                                                   |                      |                    | 56,308  
|Other (income) expense(2)                                                                          |                      |                    | (10,368 
|Interest expense                                                                                   |                      |                    | 70,813  
|(Loss) Earnings before income taxes, extraordinary item and cumulative effect of accounting change |                      |                    | (4,137  
|Income taxes (benefit)                                                                             |                      |                    | 4,263   
|Extraordinary item(3)                                                                              |                      |                    | 734     
|Cumulative effect of accounting change(4)                                                          |                      |                    |        
|Net (loss) earnings                                                                                |                      |                    | (9,134  
|Other Operating Data:                                                                              |                      |                    |         
|Towboats (at period end)                                                                           |                      |                    | 206     
|Barges (at period end)                                                                             |                      |                    | 5,103   
|Tonnage (thousands, for period ended)                                                              |                      |                    | 71,224  
|Other Financial Data:                                                                              |                      |                    |         
|EBITDA(5)                                                                                          |                      | $                  | 117,503 
|Depreciation and amortization                                                                      |                      |                    | 56,014  
|Property additions                                                                                 |                      |                    | 50,861  
|Net cash provided (used) by:                                                                       |                      |                    |         
|                                                                                                   | Operating activities |                    |         
|                                                                                                   | Investing activities |                    |         
|                                                                                                   | Financing activities |                    |         
|Statement of Financial Position Data:                                                              |                      |                    |         
|Cash and cash equivalents                                                                          |                      | $                  | 59,568  
|Working capital                                                                                    |                      |                    | (107,354
|Propertiesnet                                                                                     |                      |                    | 509,443 
|Total assets                                                                                       |                      |                    | 787,538 
|Long-term debt, including current portion                                                          |                      |                    | 658,055 
|Shareholder's equity/Member's deficit                                                              |                      |                    | (139,659

---

12

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

ACL is an integrated marine transportation and service company, providing barge transportation and ancillary services. ACL supports its barging operations by
providing marine vessel design and construction along with inter-modal cargo transfer services to ACBL and third parties. ACBL is the leading provider of river barge transportation throughout the
Inland Waterways. In addition, since expanding its barge transportation operations to South America in 1993, ACL International has become the leading provider of barge transportation services on the
Orinoco River in Venezuela and, through UABL, on the Parana/Paraguay River system serving Argentina, Brazil, Paraguay, Uruguay and Bolivia.

ACL
derives its revenues primarily from the barge transportation of steel/other bulk commodities, grain, coal and liquids in the United States and South America. While
ACL's customer base has remained relatively stable and certain of its operations provide steady rate levels and profit margins, its results of operations can be impacted by a variety of
external factors. These factors include fluctuations in rates for shipping grain, which in turn affect rates for shipping other dry cargoes, weather and river conditions and fluctuations in fuel
prices. Although revenues from ACL's international operations are typically denominated in U.S. dollars, its results could be impacted by currency fluctuations.

ACL
seeks to enter into multi-year contracts at fixed prices (with inflation-indexed escalation and fuel adjustment clauses) with its customers. Approximately 65% of
contracts in effect as of December 29, 2000 were for periods of greater than one year.

Due
to less than anticipated financial results relating to poor river operating conditions in the domestic barging operation in the fourth quarter of 2000 and an adverse barging
freight market largely due to the introduction of a genetically altered seed into the U.S. corn supply, ACL sought and received an amendment to its Senior Credit Facilities.

Subject
to the return of more favorable market and operating conditions and ACL's continued compliance under its Senior Credit Facilities and the amended financial
covenants, ACL intends to continue to pursue a strategy of growth in its core business units. The historical pursuit of growth through strategic acquisitions has created value through synergies and
economies of scale that have enhanced ACL's long term results of operations. ACL's previous acquisitions have included SCNO Barge Lines, Inc. in 1988, Hines
American Lines, Inc. in 1991, The Valley Line Company in 1992, Continental Grain's barging operations in 1996 and National Marine's barging operations in 1998.

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.

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
October 24, 2000, an ACL 80% owned subsidiary, ACBL Hidrovias, Ltd. ("ACBLH") entered into an agreement with UP River (Holdings) Ltd. ("Ultrapetrol") to combine the inland
river barge transportation divisions of ACBLH and Ultrapetrol which operate on the Parana/Paraguay River system in South America. ACBLH has a 50% ownership interest in the newly formed company, UABL
Limited ("UABL"). UABL operates 20 towboats and a combined fleet of 332 dry cargo and tank barges. UABL serves commodity shippers in Argentina, Bolivia, Brazil, Paraguay and Uruguay.

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The size of ACL's combined domestic and international fleet over the past three years is as follows:

Domestic and International Fleet(Number of Barges)

|                |       | December 29, 2000* |       | December 31, 1999 |       | December 25, 1998
|--------------- | ----- | ------------------ | ----- | ----------------- | ----- | -----------------
|Barge Types     |       |                    |       |                   |       |                  
|Covered hoppers |       | 3,965              |       | 3,079             |       | 2,998            
|Open hoppers    |       | 673                |       | 839               |       | 895              
|Tankers         |       | 458                |       | 471               |       | 471              
|Deck Barges     |       | 7                  |       | 8                 |       | 8                
|                |       |                    |       |                   |       |                  
|                | Total |                    | 5,103 |                   | 4,397 |                  
|                |       |                    |       |                   |       |                  

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The
average age of ACL's domestic barge fleet is currently 18 years, compared with an industry average of 16 years. These barges have an
expected life of approximately 25 to 30 years. In addition, ACBL operates 200 towboats domestically, with an average age of 26 years. ACL International operates 109 barges, with an
average age of 17 years, six towboats and in addition, through UABL, 332 barges with an average age of 16 years and 20 towboats.

ACL
is a limited liability company and its operations are conducted mainly through a series of limited liability company subsidiaries, and, as a result, ACL will not itself generally
be subject to U.S. federal or state income tax. Taxable income will be allocated to the equity holders of the Parent and such holders will be responsible for income taxes on such taxable income. ACL
intends to make distributions to the Parent which, in turn, will make distributions to its equity holders to enable them to meet all or
a portion of their tax obligations with respect to taxable income allocated to them by ACL. The Amended and Restated Limited Liability Company Agreement of the Parent (the "LLC Agreement") reduces the
amount of tax distributions to CSX (or its affiliate) during the first nine years, which may make additional funds available for use by ACL, subject to the discretion of the Parent. Notwithstanding
the foregoing, in certain circumstances the tax distribution provisions of the LLC Agreement permit distributions which could exceed the combined federal, state, local and foreign income taxes that
would be payable with respect to taxable income of ACL for any given period if it were a Delaware corporation filing separate tax returns. Such distributions are permitted under the Indenture. See
Item 13, "Certain Relationships and Related Transactions."

RESULTS OF OPERATIONS

Year Ended December 29, 2000 Compared With Year Ended December 31, 1999

ACL follows a 52/53 week fiscal year ending on the last Friday in December of each year. 2000 was a 52 week year compared with prior year 1999 of 53
weeks.

Operating Revenue.Operating revenue for the year ended December 29, 2000 increased 5% to $773.8 million
from $739.1 million for the year ended December 31, 1999. The revenue increase was due to higher barge freight volumes as a result of the addition of Peavey and higher freight rates on
certain domestic barging commodities largely due to the effect of contract, fuel price adjustment clauses. The increase was partially offset by lower contract coal freight rates, one less week in the
reporting period and reduced revenue due to the sale of Watercom.

Domestic
barging revenue increased $37.9 million to $591.8 million despite the effect of the shorter reporting period. The increase is primarily due to increased volume
as a result of the larger

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fleet, higher contract freight rates from fuel price adjustment clauses, higher market rates for bulk, steel and liquid commodities and adverse operating conditions in the prior year. The increase was
partially offset by lost volume as a result of grain inspection delays in the fourth quarter of 2000 due to the introduction of a new type of genetically altered seed into the U.S. corn supply and the
closure of the Illinois River due to ice in December 2000. Domestic fleet velocity was further reduced by customers holding barge equipment at loading and unloading ports for longer than usual
during the second and third quarters of 2000. International revenues fell $0.1 million to $40.0 million as charter
revenue from UABL offset volume shortfalls in Venezuela due to a customer's unloading dock accident. A large portion of the Venezuelan volume shortfall earlier in the year was recovered in the fourth
quarter from cargo transfer revenue and increased freight volumes attributable to ACL's start up of a new crane barge cargo unloading facility. Revenue at Jeffboat, ACL's
marine construction subsidiary, fell $0.3 million to $124.1 million, reflecting reduced hopper barge construction for third-party customers, offset by increased construction of tank
barges. The profit portion of revenue from third party purchases of equipment that was subsequently leased to the barge operating division has been deferred and will be recognized over the life of the
operating leases.

Operating Expense.Operating expense for the year ended December 29, 2000 rose 8% to $717.5 million from
$664.5 million for the year ended December 31, 1999. Domestic barging expenses increased $51.8 million primarily due to operating the Peavey barges and higher fuel prices.
Approximately 75% of the Peavey barges were rented under operating leases. This has the impact of disproportionately raising operating expense in relation to operating revenue as compared to the fleet
prior to the addition of Peavey. Average fuel prices increased from 50 cents per gallon in 1999 to 84 cents per gallon in 2000. The increase in operating expense due to the change in fuel price from
the prior year was $35 million. The net impact of rising fuel prices offset by contract revenue adjustments and hedging is estimated to be a $7 million reduction in operating income
compared to the prior year. Record cold temperatures in the United States resulted in an unusual December closing of the Illinois River that also contributed to the increase in 2000 operating
expenses. Operating expenses for 2000 include non-cash, non-recurring impairment loss on inactive barges of $3.8 million. Operating expenses for 1999 include
non-recurring charges of $1.6 million for a partially deferred employment contract payment to a former ACL executive. International barging expenses fell $0.6 million to
$39.1 million, largely due to the contribution of the Argentine based operation to UABL and lower barge freight volume in Venezuela. Jeffboat's expenses increased $3.8 million to
$115.8 million, due to increased tank barge construction. The volume related increase was partially offset by improved productivity and lower steel prices.

ACL
implemented a number of changes in 2000, including staff reductions that resulted in cost savings of approximately $1 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 resulted
in annual cost savings of approximately $5 million. Management of ACL's tank barge cleaning facility at Baton Rouge has been contracted 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 contracted to non-affiliated third parties with ACL receiving monthly fees containing both fixed and variable components.

Operating Income.Operating income for the year decreased 25% to $56.3 million from $74.6 million for
1999, due to the reasons discussed above.

Interest Expense.Interest expense for 2000 decreased to $70.8 million from $71.3 million for the same
period in 1999. The decrease is due to lower outstanding balances and lower LIBOR base interest on the Senior Credit Facility.

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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 was the
total of ACL's net investment in Watercom and transaction related costs.

(Loss) Earnings Before Income Taxes, Extraordinary Item and Cumulative Effect of Accounting Change.The loss before
income taxes, extraordinary item and cumulative effect of accounting change for the year was $4.1 million compared to earnings of $6.4 million in 1999, due to the reasons discussed
above.

Income Taxes.Income taxes for the year increased to $4.3 million from $1.7 million for 1999 due to
additional withholding tax on foreign source income. ACL's domestic corporate subsidiaries, except ACL Capital Corp., were converted to limited liability companies as of June 30,
1998. ACL passes its U.S. federal and state taxable income to its Parent, whose equity holders are responsible for those income taxes.

(Loss) Earnings Before Extraordinary Item and Cumulative Effect of Accounting Change.The loss before extraordinary
item and the cumulative effect of an accounting change was $8.4 million for 2000 compared with an earnings of $4.7 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 second 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) Earnings.Net loss for 2000 was $9.1 million compared to net earnings of $3.0 million in 1999,
due to the reasons discussed above.

Year Ended December 31, 1999 Compared With Year Ended December 25, 1998

ACL follows a 52/53 week fiscal year ending on the last Friday in December of each year. 1999 was a 53 week year compared with prior year 1998 of
52 weeks.

Operating Revenue.Operating revenue for the year ended December 31, 1999 increased 16% to $739.1 million
from $638.5 million for the year ended December 25, 1998. The revenue increase was due to higher volumes from the full year effect of the combination of National Marine's barging
operations with those of ACL, higher freight rates and increased public sales at Jeffboat. The positive impact from these items was partially offset by unfavorable operating conditions caused by
unusually heavy ice in January in North America and low water during the last half of the year in North and South America.

Domestic
barging revenue increased $84.9 million to $553.9 million primarily due to increased volumes as a result of the larger fleet. An increase in barge freight rates
due to increased U.S. grain export demand also contributed to the positive results. The average freight rate per ton-mile increased 5%, increasing domestic revenue $15.0 million for
the year, with most of the impact occurring in the last half of the year. These improvements were partially offset by lost volume as a result of the closure of the Illinois River and portions of the
Upper Mississippi River due to ice in January, delays caused by major lock repairs during the third quarter, and reduced tonnage and slower speeds as a result of

16

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low water attributable to drought conditions in the last half of the year. Domestic fleet velocity was further reduced by customers holding barge equipment at loading and unloading ports for longer
than usual during the last half of 1999. International revenues fell $7.3 million to $40.1 million, due to severe drought conditions along the Parana/Paraguay River system and the
cancellation of a barge charter agreement in Venezuela. Revenue at Jeffboat, ACL's marine construction subsidiary, rose $27.5 million to $124.4 million, reflecting
increased hopper barge construction for third-party customers, offset somewhat by reduced construction of tank barges.

Operating Expense.Operating expense for the year ended December 31, 1999 rose 15% to $664.5 million from
$575.7 million in the year ended December 25, 1998. Domestic barging expenses increased $77.2 million primarily due to operating the larger fleet and because of the adverse
operating conditions
discussed above. Operating expenses for 1999 also include non-recurring charges of $1.6 million for a partially deferred employment contract payment to a former ACL executive.
Operating expenses in 1998 include an $8.0 million non-cash, non-recurring compensation charge related to the Recapitalization, which was payable by CSX to certain
executive officers of ACL. Average fuel prices increased from 46 cents per gallon in 1998 to 50 cents per gallon in 1999. International barging expenses fell $4.4 million to
$39.7 million, largely due to drought related reduced volumes in the Argentine based operation and the cancellation of the charter agreement in Venezuela offset by higher wage rates and
increased fringe benefit costs in Venezuela. Jeffboat's expenses increased $24.1 million to $112.0 million, due to increased barge construction. The volume related increase was partially
offset by improved productivity and lower steel prices.

Operating Income.Operating income for the year increased 19% to $74.6 million from $62.7 million for
1998, due to the reasons discussed above.

Interest Expense.Interest expense for 1999 increased to $71.3 million from $41.0 million for the same
period in 1998. The increase is due to $735 million of long-term debt obtained by ACL in connection with the Recapitalization being outstanding for a full year in 1999 compared to a
half year in 1998.

Earnings Before Income Taxes and Cumulative effect of Accounting Change.Earnings before income taxes for the year
declined to $6.4 million from $21.2 million in 1998 for the reasons discussed above.

Income Taxes (Benefit).Income taxes for the year increased to an expense of $1.7 million from a benefit of
$64.3 million for 1998. ACL's domestic corporate subsidiaries, except ACL Capital Corp., were converted to limited liability companies as of June 30, 1998. Due to the
change in tax status, previously recognized deferred income taxes were reversed in 1998, resulting in a benefit of $72 million.

Cumulative effect of Accounting Change.ACL recognized $1.7 million in non-cash expense related to
workers compensation, secondary injury fund in accordance with adoption of the American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-3 in the first
quarter of 1999.

Net Earnings.Net earnings for 1999 decreased to $3.0 million from $85.4 million in 1998, due to the
reasons discussed above.

Outlook

Domestic barging demand and spot rates for grain, bulk, steel and liquids are expected to improve in 2001 as compared to 2000 levels. The U.S. Department of
Agriculture currently forecasts 2001 crop year corn exports of 2.0 billion bushels compared to 1.9 billion bushels in the 2000 crop year.

In
the first quarter of 2001, the average price of fuel consumed by ACBL vessels is expected to decrease $.03 per gallon over the fourth quarter of 2000 but still be $.18 per gallon
higher than the first

17

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quarter of 2000. 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 70% of gallons consumed. Contract adjustments are deferred one quarter.

Liquidity and Capital Resources

As of December 29, 2000 ACL had outstanding indebtedness of $724.8 million, including $353.3 million drawn under two Term Loans and
$300.0 million aggregate principal amount of Senior Notes. ACL had other notes outstanding, including a note in connection with the purchase of two formerly leased towboats, of
$4.7 million at year end. In addition, ACL had $3.7 million in outstanding capital lease obligations and had securitized $56.0 million of the trade receivables of two
subsidiaries.

ACL
also has available borrowings of up to $100.0 million under a Revolving Credit Facility. At the end of 2000, $17.9 million of letters of credit had been issued and
$66.8 million revolving loans were outstanding. ACL had $59.6 million cash on deposit in bank accounts as of December 29, 2000.

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 which could result in acceleration of the debt, higher interest rates or other adverse consequences. The Indenture also contains certain cross
default provisions. 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,
seasonal market conditions and other risk factors inherent in its business. These and other risk factors are discussed in and incorporated by reference from "Risk Factors," Exhibit 99.1,
appended hereto.

ACL
completed an agreement with its lenders to amend the Senior Credit Facility effective December 29, 2000 through December 31, 2001 (Amendment No. 5). The
amendment also adds a rent adjusted consolidated leverage ratio, a limitation on annual rent expense, reduces allowable capital expenditures, increases the interest rates on the Term Loans and the
Revolving Credit Facility and requires a $40 million reduction of the Term Loans by October 30, 2001, to be funded primarily through the sale of assets. As a result of the $40 million required
reduction in Term Loans, this amount has been classified as current portion of long-term debt on the consolidated statement of financial position. Other Notes in the amount of $4.3 million have
also been reclassified to current debt due to a repayment transaction.

Absent
Amendment No. 5, ACL would not have complied with the consolidated leverage ratio and the consolidated interest coverage ratio covenants as defined in the Senior Credit
Facility. This was due to less than anticipated fourth quarter 2000 financial results relating primarily to an adverse barging freight market. This adverse market was largely due to the introduction
of a genetically altered seed into the U.S. Corn supply which caused terminal delays in barge unloading as well as harvest delays, and poor river operating conditions in the upper Midwest due to
icing.

Management
has operating and financial plans in place to comply with the requirements of the amendment. Commitment letters to purchase assets of $40 million have been received, $20
million of which was received from Vectura. 2001 operational plans which allow the Company to comply with its debt covenants consider current market conditions and historical operational information.
Management expects these plans to be realized; however, economic events or weather related conditions could occur and negatively impact the Company's ability to meet its plan for 2001. Subsequent to
December 31, 2001, the covenant requirements revert to those specified in the original Senior Credit Facility which are more restrictive than the amended covenants. Certain covenants added in
the amendment also become more restrictive. There is no assurance that the Company will be able to meet these covenant requirements in 2001 or 2002. Failure to meet these covenants could have a
material adverse effect on the Company.

18

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Net cash provided by operating activities was $30.8 million, $94.6 million and $78.7 million for fiscal 2000, 1999 and 1998, respectively. The decrease in net
cash from operating activities in 2000 compared with 1999 was primarily due to the $50.0 million provided by the initial sale of the trade receivables of two subsidiaries in 1999, the timing of
cash disbursements related to accounts payable and the lower net earnings. The increase in net cash from operating activities in 1999 compared with 1998 was primarily due to the $50.0 million
provided by the proceeds from the initial sale of the trade receivables of two subsidiaries in 1999, offset by the reduction in net earnings and one additional interest payment in 1999 due to the
ending date of ACL's fiscal year.

Net
cash from operating activities was used primarily for capital expenditures and repayment of third-party debt. Net cash from operating activities also was used to pay cash
dividends to CSX of $9.5 million in 1998.

Capital
expenditures were $57.0 million, $55.9 million and $45.4 million in 2000, 1999 and 1998, respectively. Cash expenditures included $48.0 million,
$23.9 million and $13.5 million for domestic marine equipment and $2.9 million, $8.9 million and $21.0 million for foreign investments in 2000, 1999 and 1998,
respectively. Expenditures in 2000 also include $6.1 million in additional capital lease obligations of which $3.7 million remains due at year-end.

Of
the $50.9 million in cash capital expenditures in 2000, $20.3 million was for Peavey property, $19.5 million was for equipment maintenance,
$10.0 million was for the buyout of unfavorable to market lease obligations and $1.1 million was for the purchase of two new tank barges.

The
$31.5 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.

ACL
expects capital expenditures in 2001 to be approximately $33 million primarily for fleet maintenance. Additional operating lease expense of approximately $5 million
will be incurred to provide fleet replacement equipment.

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. ACL currently plans to use excess cash provided by operations to pay down the
Revolving Credit Facility and the Term Loans.

ACL
has various environmental liabilities that could have an impact on its financial condition and results of operations. These environmental matters are discussed in Item 1, "Legal
Proceedings," contained herein.

Backlog

ACL's backlog represents firm orders for barge transportation and marine equipment. The backlog for barge transportation was approximately
$1,124 million and $1,070 million at December 29, 2000 and December 31, 1999, respectively. This backlog ranges from one to nine years with approximately 35% expected to be
filled in 2001. The backlog for marine equipment was approximately $24 million and $38 million at December 29, 2000 and December 31, 1999, respectively. The backlog is one
year with 100% expected to be filled in 2001. The reduction in backlog for public marine equipment is due to a general softening in demand for hopper barges.

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Seasonality

ACL's business is seasonal, and its quarterly revenues and profits historically have been lower during the first and second fiscal quarters of
the year (January through June) and higher during the third and fourth fiscal quarters (July through December) due to the North American grain harvest. In addition, working capital requirements
fluctuate throughout the year. Adverse market or operating conditions during the last four months of the year could have a greater effect on ACL's business, financial condition and
results of operations than during other periods.

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
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-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 will
adopt statement No.133 as of December 30, 2000. 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.

In
September 2000, the FASB issued Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities" ("SFAS No. 140"). The Statement is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. SFAS
No. 140 also includes provisions that require additional disclosures in the financial statements for fiscal years ending after December 15, 2000. Additional disclosures have been
included in Note 4 to the consolidated financial statements. This Statement is not expected to have a significant effect on its consolidated financial statements.

Forward Looking Statements

This Annual Report on Form 10-K 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

20

---

discussions as to expectations, beliefs or plans arenot 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, and incorporated herein by reference, 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

ACL is exposed to certain market risks which are inherent in its financial instruments and which arise from transactions entered into in the normal course of
business. A discussion of ACL's primary market exposures in financial instruments is presented below.

Fuel Price Risk.

Fuel consumed in 2000 represented approximately 12% of ACL's operating expenses. Most of ACL's long-term contracts
contain clauses under which increases in fuel costs are passed on to customers thereby reducing the fuel price risk. In addition, ACL has entered into fuel rate swap agreements for
short-term protection. As a result of ACL's fuel hedging strategy, it might not fully benefit from certain fuel price declines.

Based
on ACL's 2001 projected fuel consumption, a one cent change in the average annual price per gallon of fuel would impact its annual operating income by
approximately $0.3 million (compared to the 2000 projection of $0.2 million), after the effect of escalation clauses in long-term contracts and fuel rate swap agreements in
place as of December 29, 2000. As of December 29, 2000, ACL had hedged
approximately 9% of its projected 2001 fuel requirements using fuel rate swap agreements. ACL estimates that at December 29, 2000, a 10% change in the price per gallon of fuel would have
changed the fair value of the existing fuel rate swap contracts by $0.8 million. As of December 31, 1999 ACL hedged approximately 21% of its fuel requirements and the fair value of
ACL's fuel rate swap contracts would have changed by $1.2 million assuming a 10% change in per gallon fuel price. A discussion of ACL's accounting policies for
fuel rate swaps is included in Note 10 to the consolidated financial statements.

Interest Rate and Other Risks.

At December 29, 2000, ACL had $420.1 million of floating rate debt outstanding, which represented the outstanding balance of the Senior Credit
Facilities. A 1% change in interest rates would change interest expense by $4.2 million annually. ACL had $382.0 million of floating rate debt outstanding at the end of its 1999 fiscal
year, which represented the outstanding balance of the Senior Credit Facilities at that time. A 1% change in interest rates in 1999 would have changed interest expense by $3.8 million annually.

21

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On August 11, 2000, ACL entered into an interest rate cap agreement which limits ACL's base LIBOR to 7.5% on a notional amount of $201.8 million,
corresponding to that amount of floating rate debt outstanding which is based on LIBOR. The agreement is designed to hedge ACL's exposure to future increases in market interest rates.

At
December 29, 2000, ACL had sold at a discount based upon commercial paper rates, $56.0 million of the accounts receivable of two subsidiaries. ACL has the right to
repurchase these receivables. At this amount outstanding, a 1% change in the commercial paper rates would change other expense by $0.6 million annually. At December 31, 1999 ACL had sold
at a discount based upon commercial paper rates, $50.0 million of the accounts receivable of two subsidiaries. At that time a 1% change in the commercial paper rates would have changed other
expense by $0.5 million.

Foreign Currency Exchange Rate Risks.

As in 1999, all of ACL's significant transportation contracts in South America are currently denominated in U.S. dollars. However, many expenses
incurred in the performance of such contracts, such as crew wages and fuel, are, by necessity, denominated in a foreign currency. Therefore, ACL is
affected by fluctuations in the value of the U.S. dollar as compared to certain foreign currencies. Additionally, ACL's investments in foreign affiliates subject it to foreign currency
exchange rate and equity price risks. Management does not consider its exposure to exchange rate risks to be material and considers its investments in foreign affiliates to be denominated in
relatively stable currencies and of a long-term nature. Accordingly, ACL does not typically manage its related foreign currency exchange rate and equity price risks through the use of
financial instruments.

22

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.

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

|                                                                                                   |                                 | Fiscal Years Ended |        
|-------------------------------------------------------------------------------------------------- | ------------------------------- | ------------------ | -------
|
|OPERATING REVENUE                                                                                  |                                 | $                  | 773,838
|OPERATING EXPENSE                                                                                  |                                 |                    |        
|                                                                                                   | Materials, Supplies and Other   |                    |        
|                                                                                                   | Rent                            |                    |        
|                                                                                                   | Labor and Fringe Benefits       |                    |        
|                                                                                                   | Fuel                            |                    |        
|                                                                                                   | Depreciation and Amortization   |                    |        
|                                                                                                   | Taxes, Other Than Income Taxes  |                    |        
|                                                                                                   |                                 |                    |        
|                                                                                                   |                                 |                    | 717,530
|                                                                                                   |                                 |                    |        
|OPERATING INCOME                                                                                   |                                 |                    | 56,308 
|OTHER EXPENSE (INCOME)                                                                             |                                 |                    |        
|                                                                                                   | Interest Expense                |                    |        
|                                                                                                   | Interest Expense, AffiliateNet |                    |        
|                                                                                                   | Other, Net                      |                    |        
|                                                                                                   | Gain on Sale of Watercom        |                    |        
|                                                                                                   |                                 |                    |        
|                                                                                                   |                                 |                    | 60,445 
|                                                                                                   |                                 |                    |        
|(LOSS) EARNINGS BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE |                                 |                    | (4,137 
|INCOME TAXES (BENEFIT)                                                                             |                                 |                    | 4,263  
|                                                                                                   |                                 |                    |        
|(LOSS) EARNINGS BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE               |                                 |                    | (8,400 
|EXTRAORDINARY ITEMLOSS ON EARLY EXTINGUISHMENT OF DEBT                                            |                                 |                    | (734   
|CUMULATIVE EFFECT OF ACCOUNTING CHANGE                                                             |                                 |                    |       
|                                                                                                   |                                 |                    |        
|NET (LOSS) EARNINGS                                                                                |                                 | $                  | (9,134 
|                                                                                                   |                                 |                    |        

See
accompanying Notes to Consolidated Financial Statements.

23

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

|                                                     |                                                                                                      | Fiscal Years Ended                                    |                                                    
|---------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | ----------------------------------------------------- | ---------------------------------------------------
|
|OPERATING ACTIVITIES                                 |                                                                                                      |                                                       |                                                    
|                                                     | Net (Loss) Earnings                                                                                  |                                                       | $                                                  
|                                                     | Adjustments to Reconcile Net (Loss) Earnings to Net Cash Provided by (Used in) Operating Activities: |                                                       |                                                    
|                                                     |                                                                                                      | Depreciation and Amortization                         |                                                    
|                                                     |                                                                                                      | Impairment of Barges                                  |                                                    
|                                                     |                                                                                                      | Gain on Sale of Watercom                              |                                                    
|                                                     |                                                                                                      | Deferred Income Taxes                                 |                                                    
|                                                     |                                                                                                      | Proceeds from the Initial Sale of Accounts Receivable |                                                    
|                                                     |                                                                                                      | Other Operating Activities                            |                                                    
|                                                     |                                                                                                      | Changes in Operating Assets and Liabilities:          |                                                    
|                                                     |                                                                                                      |                                                       | Accounts Receivable                                
|                                                     |                                                                                                      |                                                       | Materials and Supplies                             
|                                                     |                                                                                                      |                                                       | Accrued Interest                                   
|                                                     |                                                                                                      |                                                       | Other Current Assets                               
|                                                     |                                                                                                      |                                                       | Due to Affiliates                                  
|                                                     |                                                                                                      |                                                       | Other Current Liabilities                          
|                                                     |                                                                                                      |                                                       |                                                    
|                                                     |                                                                                                      |                                                       | Net Cash Provided by Operating Activities          
|INVESTING ACTIVITIES                                 |                                                                                                      |                                                       |                                                    
|                                                     | Property Additions                                                                                   |                                                       |                                                    
|                                                     | Purchase of Barging Assets                                                                           |                                                       |                                                    
|                                                     | Proceeds from Property Dispositions                                                                  |                                                       |                                                    
|                                                     | Proceeds from Sale of Watercom                                                                       |                                                       |                                                    
|                                                     | Purchase of Restricted Investments                                                                   |                                                       |                                                    
|                                                     | Proceeds from Sale of Restricted Investments                                                         |                                                       |                                                    
|                                                     | Other Investing Activities                                                                           |                                                       |                                                    
|                                                     |                                                                                                      |                                                       |                                                    
|                                                     |                                                                                                      |                                                       | Net Cash Used in Investing Activities              
|FINANCING ACTIVITIES                                 |                                                                                                      |                                                       |                                                    
|                                                     | Recapitalization Distribution                                                                        |                                                       |                                                    
|                                                     | Issuance of Membership Interests                                                                     |                                                       |                                                    
|                                                     | Short-Term Borrowings                                                                                |                                                       |                                                    
|                                                     | Long-Term Debt Issued                                                                                |                                                       |                                                    
|                                                     | Financing Costs                                                                                      |                                                       |                                                    
|                                                     | Partner Distribution                                                                                 |                                                       |                                                    
|                                                     | Long-Term Debt Repaid                                                                                |                                                       |                                                    
|                                                     | Affiliate Debt Repaid                                                                                |                                                       |                                                    
|                                                     | Cash Dividends Paid                                                                                  |                                                       |                                                    
|                                                     | Other Financing                                                                                      |                                                       |                                                    
|                                                     | Short Term Borrowing from Affiliates                                                                 |                                                       |                                                    
|                                                     |                                                                                                      |                                                       |                                                    
|                                                     |                                                                                                      |                                                       | Net Cash Provided by (Used in) Financing Activities
|Net Increase (Decrease) in Cash and Cash Equivalents |                                                                                                      |                                                       | 28,727                                             
|Cash and Cash Equivalents at Beginning of Period     |                                                                                                      |                                                       | 30,841                                             
|                                                     |                                                                                                      |                                                       |                                                    
|                                                     |                                                                                                      |                                                       | Cash and Cash Equivalents at End of Period         
|                                                     |                                                                                                      |                                                       |                                                    

See
accompanying Notes to Consolidated Financial Statements.

24

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

|                            |                                       | December 29,
2000                      |          | December 31,
1999 |         
|--------------------------- | ------------------------------------- | -------------------------------------- | -------- | ----------------- | --------
|ASSETS                      |                                      
|CURRENT ASSETS              |                                       |                                        |          |                   |         
|                            | Cash and Cash Equivalents             |                                        | $        | 59,568            |         
|                            | Accounts Receivable, Net              |                                        |          | 42,828            |         
|                            | Materials and Supplies                |                                        |          | 29,773            |         
|                            | Restricted Investments                |                                        |          |                  |         
|                            | Other Current Assets                  |                                        |          | 23,660            |         
|                            |                                       |                                        |          |                   |         
|                            |                                       | Total Current Assets                   |          |                   | 155,829 
|PROPERTIESNet              |                                       |                                        | 509,443  |                   |         
|NET PENSION ASSET           |                                       |                                        | 24,512   |                   |         
|OTHER ASSETS                |                                       |                                        | 97,754   |                   |         
|                            |                                       |                                        |          |                   |         
|                            |                                       | Total Assets                           |          | $                 | 787,538 
|                            |                                       |                                        |          |                   |         
|LIABILITIES                 |                                      
|CURRENT LIABILITIES         |                                       |                                        |          |                   |         
|                            | Accounts Payable                      |                                        | $        | 29,730            |         
|                            | Accrued Payroll and Fringe Benefits   |                                        |          | 14,003            |         
|                            | Deferred Revenue                      |                                        |          | 12,011            |         
|                            | Accrued Claims and Insurance Premiums |                                        |          | 21,047            |         
|                            | Accrued Interest                      |                                        |          | 18,246            |         
|                            | Short-Term Debt                       |                                        |          | 66,750            |         
|                            | Current Portion of Long-Term Debt     |                                        |          | 44,579            |         
|                            | Other Current Liabilities             |                                        |          | 56,817            |         
|                            |                                       |                                        |          |                   |         
|                            |                                       | Total Current Liabilities              |          |                   | 263,183 
|LONG-TERM DEBT              |                                       |                                        | 613,476  |                   |         
|PENSION LIABILITY           |                                       |                                        | 21,389   |                   |         
|OTHER LONG-TERM LIABILITIES |                                       |                                        | 29,149   |                   |         
|                            |                                       |                                        |          |                   |         
|                            |                                       | Total Liabilities                      |          |                   | 927,197 
|                            |                                       |                                        |          |                   |         
|MEMBER'S DEFICIT            |                                      
|Member's Interest           |                                       |                                        | 220,074  |                   |         
|Other Capital               |                                       |                                        | 163,315  |                   |         
|Retained Deficit            |                                       |                                        | (523,048 | )                 |         
|                            |                                       |                                        |          |                   |         
|                            |                                       | Total Member's Deficit                 |          |                   | (139,659
|                            |                                       |                                        |          |                   |         
|                            |                                       | Total Liabilities and Member's Deficit |          | $                 | 787,538 
|                            |                                       |                                        |          |                   |         

See
accompanying Notes to Consolidated Financial Statements.

25

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AMERICAN COMMERCIAL LINES LLC        CONSOLIDATED STATEMENT OF MEMBER'S DEFICIT/SHAREHOLDER'S EQUITY        (Dollars in Thousands)

|                                                          |                              | Outstanding
Shares         |   | Common
Stock |        | Member's
Interest |   | Other
Capital |  | Retained
Earnings
(Deficit) |          | Total |     
|--------------------------------------------------------- | ---------------------------- | -------------------------- | - | ------------ | ------ | ----------------- | - | ------------- |  | --------------------------- | -------- | ----- | ----
|Balance at December 27, 1997                              |                              | 1,001                      |   | $            | 6,006  |                   | $ |              |  | $                           | 165,164  |       | $   
|Net earnings                                              |                              |                            |   |              |        |                   |   |               |  |                             |          |       |     
|Cash dividends to CSX prior to the recapitalization       |                              |                            |   |              |        |                   |   |               |  |                             |          |       |     
|Distributions to CSX pursuant to the recapitalization     |                              |                            |   |              |        |                   |   |               |  |                             |          |       |     
|CSX Pension Plan spin-off                                 |                              |                            |   |              |        |                   |   |               |  |                             | (23,893  | )     |     
|Cash distribution to CSX pursuant to the recapitalization |                              |                            |   |              |        |                   |   |               |  |                             |          |       |     
|Contribution of capital by CSX                            |                              |                            |   |              |        |                   |   |               |  |                             | 171,274  |       |     
|Recapitalization of ACL's assets and liabilities          |                              | (1,001                     | ) |              | (6,006 | )                 |   | 155,000       |  |                             | (148,994 | )     |     
|Issuance of membership interests                          |                              |                            |   |              |        |                   |   | 65,047        |  |                             |          |       |     
|Fees related to the recapitalization                      |                              |                            |   |              |        |                   |   |               |  |                             | (2,500   | )     |     
|                                                          |                              |                            |   |              |        |                   |   |               |  |                             |          |       |     
|Balance at December 25, 1998                              |                              |                           |   |              |       |                   |   | 220,047       |  |                             | 161,051  |       |     
|Comprehensive Income:                                     |                              |                            |   |              |        |                   |   |               |  |                             |          |       |     
|                                                          | Net earnings                 |                            |   |              |        |                   |   |               |  |                             |          |       |     
|                                                          | Foreign Currency Translation |                            |   |              |        |                   |   |               |  |                             |          | (337  | )   
|                                                          |                              |                            |   |              |        |                   |   |               |  |                             |          |       |     
|                                                          |                              | Total Comprehensive Income |   |              |        |                   |   |               |  |                             |          |       | (337
|Contribution of capital by CSX                            |                              |                            |   |              |        |                   |   |               |  |                             | 1,054    |       |     
|Other                                                     |                              |                            |   |              |        |                   |   |               |  |                             |          |       |     
|Issuance of membership interests                          |                              |                            |   |              |        |                   |   | 27            |  |                             |          |       |     
|Cash distribution to partners                             |                              |                            |   |              |        |                   |   |               |  |                             |          |       |     
|                                                          |                              |                            |   |              |        |                   |   |               |  |                             |          |       |     
|Balance at December 31, 1999                              |                              |                           |   |              |       |                   | $ | 220,074       |  | $                           | 161,768  |       | $   
|Comprehensive Loss:                                       |                              |                            |   |              |        |                   |   |               |  |                             |          |       |     
|                                                          | Net loss                     |                            |   |              |        |                   |   |               |  |                             |          |       |     
|                                                          | Foreign Currency Translation |                            |   |              |        |                   |   |               |  |                             |          | (147  | )   
|                                                          |                              |                            |   |              |        |                   |   |               |  |                             |          |       |     
|                                                          |                              | Total Comprehensive Loss   |   |              |        |                   |   |               |  |                             |          |       | (147
|Contribution of capital by CSX                            |                              |                            |   |              |        |                   |   |               |  |                             | 1,694    |       |     
|                                                          |                              |                            |   |              |        |                   |   |               |  |                             |          |       |     
|Balance at December 29, 2000                              |                              |                           |   | $            |       |                   | $ | 220,074       |  | $                           | 163,315  |       | $   
|                                                          |                              |                            |   |              |        |                   |   |               |  |                             |          |       |     

See
accompanying Notes to Consolidated Financial Statements.

26

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

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

The operations of American Commercial Lines LLC ("ACL") (formerly American Commercial Lines, Inc. which was converted to a limited liability
company in the second quarter of 1998) include barge transportation together with related terminal, marine construction and repair along inland waterways. Barge transportation services include the
movement of steel and other bulk products, grain, coal, and liquids in the United States and South America and account for the majority of ACL's revenues. Marine construction, repair
and terminal services are provided to customers in marine transportation and other related industries in the United States. ACL has long term contracts with some customers.

ACL
was a wholly-owned subsidiary of CSX Corporation ("CSX") until June 30, 1998. On June 30, 1998 ACL's parent, American Commercial Lines Holdings LLC
(the "Parent") completed a recapitalization in a series of transactions in which the barge business of Vectura Group, Inc. ("Vectura") and its subsidiaries ("NMI" or the "NMI Contribution") were
combined with that of ACL (See Note 2).

Principles of Consolidation

The Consolidated Financial Statements reflect the results of operations, cash flows and financial position of ACL and its majority-owned subsidiaries as a
single entity. All significant intercompany accounts and transactions have been eliminated. Investments in companies that are not majority-owned are carried at either cost or equity, depending on the
extent of control.

Fiscal Year

ACL follows an annual fiscal reporting period, which ends on the last Friday in December. The consolidated financial statements presented are for the fiscal
years ended December 29, 2000 and December 31, 1999 and December 25, 1998.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include short-term investments with a maturity of less than three months when purchased. ACL has from time to time, cash in banks in
excess of federally insured limits.

27

---

Accounts Receivable

Accounts Receivable consist of the following:

2000

1999Accounts Receivable

$
28,653

$
22,097Note ReceivableACLF (See Note 4)


15,332


14,601Allowance for Doubtful Accounts


(1,157
)

(2,290
)$
42,828

$
34,408


ACL
maintains an allowance for doubtful accounts based upon the expected collectibility of accounts receivable.

Materials and Supplies

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

2000

1999Raw Materials

$
2,805

$
7,975Work in Process


9,764


16,989Parts and Supplies


17,204


17,552$
29,773

$
42,516


Restricted Investments

Restricted Investments were U.S. government obligations purchased and deposited into an escrow fund which were used to repay $24.4 million principal of
the Terminal Revenue Bonds plus redemption premium and interest in 2000. ACL recognized $0.7 million as an extraordinary loss in 2000 due to the early redemption premium on the Terminal Revenue
Bonds.

Properties

Properties, at cost, consist of the following:

2000

1999Land

$
12,813

$
13,620Buildings and Improvements


42,721


42,917Equipment


800,041


833,013855,575


889,550Less Accumulated Depreciation


346,132


329,773$
509,443

$
559,777


28

---

Provisions
for depreciation of properties are based on the estimated useful service lives computed on the straight-line method. Buildings and Improvements are depreciated from 15 to
45 years. Equipment is depreciated from 5 to 30 years. Depreciation expense was $53,457 in 2000, $49,779 in 1999 and $44,606 in 1998.

Properties
and other long-lived assets are reviewed for impairment whenever events or business conditions indicate the carrying amount of such assets may not be fully recoverable.
Initial assessments of recoverability are based on estimates of undiscounted future net cash flows associated with an asset or a group of assets. Where impairment is indicated, the assets are
evaluated for sale or other disposition, and their carrying amount is reduced to fair value based on discounted net cash flows or other estimates of fair value. Fixed asset impairment losses of $3,865
and $230 were recorded in 2000 and 1999 respectively in Materials, Supplies and Other on the Consolidated Statement of Operations. These losses affect the barging segment. No impairment losses were
recorded in 1998.

Global Materials Services LLC

ACL's ownership interest in Global Materials Services LLC (GMS) was 50% at December 29, 2000 and at December 31, 1999. ACL accounts for
this investment by the equity method. ACL's investment in GMS at December 29, 2000 and December 31, 1999 of $9,124 and $6,816 respectively, is included in other assets on
the consolidated statement of financial position. Earnings related to ACL's investment in GMS for the year ended December 29, 2000 and December 31, 1999 were $1,138 and
$1,341, respectively, and are included in other income in the consolidated statement of operations. During 2000, ACL contributed $500 in cash to GMS and converted $1,000 in GMS notes to equity. Other
comprehensive loss related to ACL's investment in GMS for the year ended December 29, 2000 and December 31, 1999 was $329 and $337.

UABL Limited

On October 24, 2000, ACL contributed certain assets to UABL Limited (UABL), an Argentine company. ACL accounts for it's 50% ownership in UABL by the
equity method. ACL's investment in UABL of $49,686 at December 29, 2000, is included in other assets on the consolidated statement of financial position. ACL's
loss of $1,440 net of minority interest of $400 at December 29, 2000 is included in other income in the consolidated statement of operations.

Debt Amortization

ACL amortizes debt costs over the term of the debt. Amortization expense was $2,801 in 2000, $2,802 in 1999 and $1,540 in 1998 and is included in interest
expense.

Revenue Recognition

Barge transportation revenue is recognized proportionately as shipments move from origin to destination. Terminal, repair and other revenue is recognized as
services are provided. Marine construction revenue and related expense is primarily recognized on the completed-contract method, due to the short-term nature of contracts. Revenue from sale/leaseback
transactions is deferred and recognized over the life of the lease.

29

---

Comprehensive Income

Accumulated other comprehensive loss was $484 at December 29, 2000 and $337 at December 31, 1999 related to foreign currency translation. The
difference between net income and comprehensive income was not significant in 1998.

Reclassification

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 2. BUSINESS COMBINATIONS

ACL was a wholly-owned subsidiary of CSX until June 30, 1998. On June 30, 1998, the Parent completed a recapitalization in a series of
transactions in which the barge business of Vectura and its subsidiaries was combined with that of ACL. ACL issued $735 million in new debt, Vectura contributed certain of its assets and
liabilities (referred to as the NMI Contribution) plus $60 million in cash, and ACL paid a $695 million distribution to CSX and $75 million of existing liabilities of Vectura. In addition, CSX
contributed to the capital of the Parent approximately $163 million of existing liabilities owed to CSX.
The distributions to CSX pursuant to the recapitalization include $11,814 for certain barges, $7,304 in net assets of certain terminal operations, and $1,650 in taxes. In the third quarter of 1998,
ACL recognized non-recurring, non-cash compensation expense of $7,958 related to the recapitalization and payable by CSX to certain executive officers of ACL.

The
transactions described above have been accounted for as a recapitalizaiton of ACL with the National Marine Contribution accounted for by the purchase method of accounting. The
purchase price of $5 million was less than the fair value of the tangible and intangible net assets acquired, which resulted in a reduction from fair value of long-term assets.

If
the recapitalization of ACL and the purchase of National Marine had occurred as of the beginning of 1997, the unaudited pro forma consolidated results of operations would have
been:

1998Operating revenue

$
696,676Operating income


66,908(Loss) earnings before income taxes


(4,175
)Income taxes


4,827Net (loss) earnings


(9,002
)


The
unaudited pro forma information may not necessarily reflect future results of operations or what the results of operations would have been had the transaction been consummated at
the beginning of the year proceeding the year of acquisition.

NOTE 3. PURCHASE 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 $3.8 million in capital leases. The transaction has been

30

---

accounted for under the purchase method of accounting. The results of operations from the Peavey barge assets are included in the accompanying consolidated financial statements since the date of
purchase.

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 were used to pay existing ACL debt.

NOTE 4. ACCOUNTS RECEIVABLE SECURITIZATION

On December 30, 1999, ACL sold accounts receivables of two subsidiaries to a 100% owned subsidiary, American Commercial Lines Funding Corporation
(ACLF). Simultaneously, ACLF entered into a three year accounts receivable securitization facility with a financial institution and its affiliate whereby ACLF can sell, on a revolving basis, an
undivided interest in certain of its receivables and receive up to $50.0 million from an unrelated third party purchaser at a cost of funds linked to commercial paper rates plus a charge for
administrative and credit support services. The facility was increased to $60.0 million in 2000. At December 29, 2000 and December 31, 1999, ACL had $56.0 million and $50.0 million, respectively,
outstanding under the agreement and had $15.3 and $14.6 million, respectively, of net residual interest in the securitized receivables which is included in Accounts Receivable, Net in
ACL's consolidated financial statements. The fair value of the net residual interest is measured at the time of the sale and is based on the sale of similar assets. In 2000, ACL
received gross proceeds of $35.8 million from the sale of receivables and made gross payments of $29.0 million under the Agreement.

NOTE 5. DEBT

Debt consists of the following:

2000

1999Revolving Credit Facility

$
66,750

$
$235 million Term Loan


191,001


206,500$200 million Term Loan


162,328


175,500$300 million Senior Notes


300,000


300,000Terminal Revenue Facilities Refunding Bonds





24,400Other Notes


4,726


6,407724,805


712,807Less, short-term debt


66,750


Less, current portion long-term debt


44,579


28,730$
613,476

$
684,077


ACL
has a Revolving Credit Facility, which provides for revolving loans and letters of credit not to exceed the aggregate principal amount of $100 million, maturing in June, 2005, but
each loan must be repaid within one year. The Revolving Credit Facility bears an interest rate equal to LIBOR plus a

31

---

margin based on ACL's performance. Borrowings on the facility at December 29, 2000 were $66,750 with an interest rate of 8.75%. The borrowing base was reduced by outstanding
letters of credit of $17.9 million at December 29, 2000.

The
$235 million Term Loan matures in 2001 through 2007. The $200 million Term Loan matures in 2001 through 2006. The two Term Loans bear interest at a rate equal to LIBOR plus a
margin based on ACL's performance. The interest rates at December 29, 2000 ranged from 9.5% to 9.6875% for the $235 million and 9.25% to 9.4375% for the $200 million term loans.
Interest on the Term Loans is payable quarterly. The Senior Notes require no principal payments until maturity in 2008 and have a fixed interest rate of 10.25%. Interest is payable semi-annually. The
Term Loans and Revolving Credit Facility are collateralized by most of ACL's assets. The Senior Notes are not collateralized. ACL has Other Notes totaling $4,726 which mature in 2002
with rates of 6.75% and 9.0%, of which $4,323 have been reclassified to current debt as a result of a repayment transaction.

The
Term Loans, Revolving Credit Facility, Indenture and one of the Other Notes contain a number of covenants including specified financial ratios. The Indenture also contains certain
cross default provisions. ACL completed an agreement with its lenders to amend the Senior Credit Facility effective December 29, 2000 through December 31, 2001 (Amendment No. 5).
The amendment also adds a rent adjusted consolidated leverage ratio, a limitation on annual rent expense, reduces allowable capital expenditures, increases the interest rates on the Term Loans and the
Revolving Credit Facility and requires a $40 million reduction of the Term Loans by October 30, 2001, to be funded primarily through
the sale of assets. As a result of the $40 million required reduction in Term Loans, this amount has been classified as current portion of long-term debt on the consolidated
statement of financial position.

Absent
Amendment No. 5, ACL would not have complied with the consolidated leverage ratio and the consolidated interest coverage ratio covenants as defined in the Senior Credit
Facility. This was due to less than anticipated fourth quarter 2000 financial results relating primarily to an adverse barging freight market. This adverse market was largely due to the introduction
of a genetically altered seed into the U.S. corn supply which caused terminal delays in barge unloading as well as harvest delays, and poor river operating conditions in the upper Midwest due to
icing.

Management
has operating and financial plans in place to comply with the requirements of the amendment. Commitment letters to purchase assets of $40 million have been received,
$20 million of which was received from Vectura. 2001 operational plans which allow the Company to comply with its debt covenants consider current market conditions and historical operational
information. Management expects these plans to be realized; however, economic events or weather related conditions could occur and negatively impact the Company's ability to meet its plan for 2001.
Subsequent to December 31, 2001, the covenant requirements revert to those specified in the original Senior Credit Facility which are more restrictive than the amended covenants. Certain
covenants added in the amendment also become more restrictive. There is no assurance that the Company will be able to meet these covenant requirements in 2001 or 2002. Failure to meet these covenants
could have a material adverse effect on the Company.

32

---

In June, 1998, ACL deposited $26.1 million into an escrow fund which, together with future income earned on such amount, was used to repay $24.4 million principal of the Terminal
Revenue Refunding Bonds ("Revenue Bonds") plus redemption premium and interest in 2000.

Long-term
debt due in the next five years under the revised Term Loan agreement, the Senior Notes and Other Notes is $44,579 in 2001, $147 in 2002, $4,962 in 2003, $39,526 in 2004,
$46,511 in 2005 and $522,330 thereafter.

NOTE 6. INCOME TAXES

ACL
was included in the consolidated federal income tax return of CSX through June 30, 1998. The consolidated federal income tax liability was allocated to ACL as though ACL
has filed a separate consolidated return subject to certain consolidated elections determined by CSX.

ACL
was reorganized as a limited liability company in the second quarter of 1998. As such, ACL passes through its U.S. federal and state (but not foreign) taxable income to its member
who is responsible for income taxes on such taxable income. All of ACL's corporate subsidiaries were converted to limited liability companies (except for ACL Capital Corp. and the
foreign subsidiaries) on June 30, 1998 prior to the recapitalization (see Note 2). Due to the change in the tax status, ACL reversed previously recognized deferred income taxes resulting
in a benefit of $72 million.

Components
of income tax expense (benefit) follow:

|                                                                                             |         | 2000 |       | 1999  |   | 1998  |      
|-------------------------------------------------------------------------------------------- | ------- | ---- | ----- | ----- | - | ----- | -----
|Currently payable:                                                                           |         |      |       |       |   |       |      
|                                                                                             | Federal |      | $     |      |   | $     |     
|                                                                                             | State   |      |       | 37    |   |       | (27  
|                                                                                             | Foreign |      |       | 4,226 |   |       | 1,685
|                                                                                             |         |      |       |       |   |       |      
|                                                                                             |         |      | 4,263 |       |   | 1,658 |      
|                                                                                             |         |      |       |       |   |       |      
|Deferred:                                                                                    |         |      |       |       |   |       |      
|                                                                                             | Federal |      |       |      |   |       |     
|                                                                                             | State   |      |       |      |   |       |     
|                                                                                             |         |      |       |       |   |       |      
|                                                                                             |         |      |      |       |   |      |      
|Reversal of previously established deferred income taxes resulting from change of tax status |         |      |      |       |   |      |      
|                                                                                             |         |      |       |       |   |       |      
|                                                                                             |         |      |      |       |   |      |      
|                                                                                             |         |      |       |       |   |       |      
|                                                                                             |         | $    | 4,263 |       | $ | 1,658 |      
|                                                                                             |         |      |       |       |   |       |      

33

---

Income
tax computed at federal statutory rates reconciled to income tax expense (benefit) follows:

|                                                                                             |  | 2000 |       | 1999 |   | 1998  |  
|-------------------------------------------------------------------------------------------- |  | ---- | ----- | ---- | - | ----- | -
|Tax at Federal Statutory Rate                                                                |  | $    |      |      | $ |      |  
|State Income Taxes, Net                                                                      |  |      | 37    |      |   | (27   | )
|Foreign Operations, Net                                                                      |  |      | 4,226 |      |   | 1,685 |  
|Tax effect of income taxable to member resulting from change in tax status                   |  |      |      |      |   |      |  
|Reversal of previously established deferred income taxes resulting from change of tax status |  |      |      |      |   |      |  
|Other                                                                                        |  |      |      |      |   |      |  
|                                                                                             |  |      |       |      |   |       |  
|Total Income Tax Expense (Benefit)                                                           |  | $    | 4,263 |      | $ | 1,658 |  
|                                                                                             |  |      |       |      |   |       |  

The
significant components of the tax effect of temporary differences of assets and liabilities as of December 29, 2000 and December 31, 1999 follow:

|                     |                                                                       | 2000 |   | 1999 | 
|-------------------- | --------------------------------------------------------------------- | ---- | - | ---- | 
|Deferred Tax Assets: |                                                                       |      |   |      | 
|                     | Net operating carryforward of subsidiaries                            |      | $ |     | 
|                     | Less valuation allowance for foreign net operating loss carryforwards |      |   |     | 
|                     |                                                                       |      |   |      | 
|                     | Net deferred tax liability                                            |      | $ |     | 
|                     |                                                                       |      |   |      | 

Due
to the investment in UABL Limited (See Note 1) in 2000, ACL no longer has net foreign operating loss carryforwards.

34

---

ACL has not recorded domestic deferred or additional foreign income taxes applicable to undistributed earnings of foreign subsidiaries that are considered to be indefinitely
reinvested. Such earnings as of December 29, 2000 and December 31, 1999 amounted to $5,314 and $4,208 respectively.

The
basis of assets and liabilities for financial reporting purposes is more than the tax basis of such assets and liabilities at December 29, 2000 and December 31, 1999
as follows:

2000

1999Assets:Property & Equipment

$
270,592

$
270,047Pension


24,499


22,907Other Assets


2,500


1,333297,591


294,287Liabilities:Pension


21,376


23,506Post-Retirement Benefits


17,352


17,683Accrued Liabilities and Other


27,783


25,71866,511


66,907Net

$
231,080

$
227,380


NOTE 7. EMPLOYEE BENEFIT PLANS

ACL sponsors or participates in defined benefit plans covering both salaried and hourly employees. The plans provide for eligible employees to receive benefits
based on years of service and either compensation rates near retirement or at a predetermined multiplier factor. Contributions to the plans are sufficient to meet the minimum funding standards set
forth in the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. Plan assets consist primarily of common stocks, corporate bonds and cash and cash equivalents.

As
of January 31, 2000, the accrued benefit obligation under the American Commercial Lines LLC Pension Plan was frozen. The past service benefit obligation is complemented by a
new prospective annual benefit obligation. This change affects salaried employees covered by this plan and will result in future cost savings to ACL.

In
1999 the National Marine Pension Plan was merged into the ACL Pension Plan. Prior to January 1, 1998, certain employees of ACL participated in the combined CSX Pension Plan
for which ACL was allocated a portion of the annual net pension expense. CSX determined that it would spin off the assets and liabilities in the CSX Pension Plan attributable to ACL employees to a
newly created plan sponsored by ACL. The plan spin-off was completed in June 1998. This transfer of assets and benefit liabilities resulted in ACL recording a pension liability of approximately
$24 million and a corresponding reduction to other capital. The assets transferred to the new plan of approximately $52 million were determined based on regulations established under
ERISA.

In
addition to the defined benefit pension and related plans, ACL has a defined benefit post-retirement plan covering most full-time employees. The plan provides medical benefits and
is

35

---

contributory, with retiree contributions adjusted annually, and contains other cost-sharing features such as deductibles and coinsurance. The accounting for the health care plan anticipates future
cost-sharing changes to the written plan that are consistent with ACL's expressed intent to increase the retiree contribution rate annually.

A
summary of the pension and post-retirement plan components at September 30 (valuation date) follows:

|                                           |  | Pension Benefits |         | Post-Retirement Plan |  
|------------------------------------------ |  | ---------------- | ------- | -------------------- | -
|
|Change in benefit obligation:              |  |                  |         |                      |  
|Benefit obligation, beginning of year      |  | $                | (97,480 | )                    | $
|Service cost                               |  |                  | (3,783  | )                    |  
|Interest cost                              |  |                  | (6,092  | )                    |  
|Plan participants' contributions           |  |                  |        |                      |  
|Amendments                                 |  |                  | 18,657  |                      |  
|Actuarial (loss) gain                      |  |                  |        |                      |  
|Liability gain                             |  |                  | 574     |                      |  
|Benefits paid                              |  |                  | 4,074   |                      |  
|Impact of merger of NMI Plan into ACL Plan |  |                  |        |                      |  
|                                           |  |                  |         |                      |  
|Benefit obligation, end of year            |  | $                | (84,050 | )                    | $
|                                           |  |                  |         |                      |  

36

---

|                                                                                   |  | Pension Benefits |         | Post-Retirement Plan |  
|---------------------------------------------------------------------------------- |  | ---------------- | ------- | -------------------- | -
|
|Change in plan assets:                                                             |  |                  |         |                      |  
|Fair value of plan assets at beginning of year                                     |  | $                | 114,446 |                      | $
|Actual return on plan assets                                                       |  |                  | 7,919   |                      |  
|Employer contribution                                                              |  |                  | 14      |                      |  
|Plan participants' contributions                                                   |  |                  |        |                      |  
|Benefits paid                                                                      |  |                  | (4,074  | )                    |  
|NMI Plan merger                                                                    |  |                  |        |                      |  
|                                                                                   |  |                  |         |                      |  
|Fair value of plan assets at end of year                                           |  | $                | 118,305 |                      | $
|                                                                                   |  |                  |         |                      |  
|Funded status:                                                                     |  |                  |         |                      |  
|Funded status                                                                      |  | $                | 34,255  |                      | $
|Unrecognized transition liability                                                  |  |                  |        |                      |  
|Unrecognized net actuarial gain                                                    |  |                  | (8,929  | )                    |  
|Unrecognized prior service cost                                                    |  |                  | (23,110 | )                    |  
|Net claims during 4th quarter                                                      |  |                  |        |                      |  
|                                                                                   |  |                  |         |                      |  
|Prepaid (accrued) benefit cost                                                     |  | $                | 2,216   |                      | $
|                                                                                   |  |                  |         |                      |  
|Amounts recognized in the consolidated statement of financial position consist of: |  |                  |         |                      |  
|Prepaid benefit cost                                                               |  | $                | 24,512  |                      | $
|Accrued benefit liability                                                          |  |                  | (22,614 | )                    |  
|Other                                                                              |  |                  | 318     |                      |  
|                                                                                   |  |                  |         |                      |  
|Net amount recognized                                                              |  | $                | 2,216   |                      | $
|                                                                                   |  |                  |         |                      |  

Components of net periodic benefit cost

|                                    |  | Pension Plans |         | Post-Retirement Plan |  
|----------------------------------- |  | ------------- | ------- | -------------------- | -
|
|Service cost                        |  | $             | 3,783   |                      | $
|Interest cost                       |  |               | 6,092   |                      |  
|Expected return on plan assets      |  |               | (11,169 | )                    |  
|Transition obligation amortization  |  |               | (957    | )                    |  
|Amortization of prior service costs |  |               | (1,875  | )                    |  
|(Gain)/loss Amortization            |  |               | (220    | )                    |  
|Recognized net actuarial gain       |  |               |        |                      |  
|                                    |  |               |         |                      |  
|Net periodic benefit cost           |  | $             | (4,346  | )                    | $
|                                    |  |               |         |                      |  

37

---

Weighted-average assumptions as of September 30

|Discount rate                  |  | 7.75  | % | 7.75  | % | 6.75 | % | 7.50 | % | 6.75 | % | 7.50 | %
|------------------------------ |  | ----- | - | ----- | - | ---- | - | ---- | - | ---- | - | ---- | -
|Expected return on plan assets |  | 10.00 | % | 10.00 | % | 9.50 | % | NA   |   | NA   |   | NA   |  
|Rate of compensation increase  |  | 4.00  | % | 5.00  | % | 5.00 | % | NA   |   | NA   |   | NA   |  

The
net post-retirement benefit obligation was determined using the assumption that the health care cost trend rate for retirees was 8.5% for 2000-2001, decreasing gradually to a 5.5%
trend rate by 2007 and remaining at that level thereafter. A 1% increase in the assumed health care cost trend rate would have increased the accumulated post-retirement benefit obligation as of
December 29, 2000 and December 31, 1999 by $747 and $673, respectively, and the aggregate of the service and interest cost
components of net periodic post-retirement benefit expense for 2000 and 1999 by $123 and $149, respectively.

ACL
also sponsors certain contributory defined contribution plans covering eligible employee groups. Contributions to such plans are based upon a percentage of employee contributions
and were $1,456, $2,028 and $1,799 in 2000, 1999 and 1998, respectively.

Certain
employees are covered by union-sponsored, collectively-bargained, multi-employer defined benefit pension plans. Contributions to such plans, which are based upon union
contracts, were approximately $84, $76 and $98 in 2000, 1999 and 1998, respectively.

NOTE 8. LEASE OBLIGATIONS

ACL leases buildings, data processing hardware and operating equipment under various operating leases and charter agreements, which expire from 2000 to 2015
and which generally have renewal options at similar terms. Certain vessel leases also contain purchase options at prices approximating fair value of the leased vessels. Rental expense under continuing
obligations was approximately $49,463 in 2000, $43,978 in 1999 and $39,595 in 1998.

At
December 29, 2000 minimum future lease payments under non-cancelable operating leases total $43,776 for 2001, $34,246 for 2002, $28,919 for 2003, $26,012 for 2004,
$20,285 for 2005 and $103,054 thereafter.

NOTE 9. RELATED PARTIES

Prior to July 1, 1998, ACL was a wholly-owned subsidiary of CSX and participated in the CSX cash management plan. Under the plan, excess cash was
advanced to CSX for investment and CSX made cash funds available to its subsidiaries as needed for use in their operations. The subsidiaries were charged for borrowings or compensated for investments
based on returns earned by the plan portfolio. Interest expense related to ACL's borrowings from the plan was $1,052 in 1998. There was no interest expense from the plan in 1999 and
2000.

ACL
maintains insurance coverage which transfers substantially all risk of loss, subject to coverage limits, related to various personal injury and property damage claims, to an
insurance company. Prior to July 1, 1998 ACL maintained coverage with an insurance company owned by CSX. Accordingly, loss reserve accruals for such claims are not required, except for per
claim deductible amounts. ACL paid

38

---

premiums of approximately $3,560 to a CSX affiliate during 1998. There were no premiums paid to CSX in 1999 and 2000.

Included
in Materials, Supplies and Other operating expenses are amounts related to a management service fee charged by CSX of $7,410 in 1998. There were no CSX management fees
charged in 1999 and 2000. Also included is $1,070 in 1999 and $717 in 1998, for charter expense related to a new equipment charter effective July 1, 1998 with a subsidiary of CSX. The charter
was bought out for $2,419 in 1999.

In
the third quarter of 1998, ACL recognized non-recurring non-cash compensation expense of $7,958 related to the recapitalization and payable by CSX to certain executive officers of
ACL.

NOTE 10. FAIR VALUE OF FINANCIAL INSTRUMENTS

ACL's restricted investments, long-term debt and fuel hedge agreements are the only financial instruments with a fair value significantly
different than their carrying amounts.

|                                             |  | 2000 |         | 1999
|-------------------------------------------- |  | ---- | ------- | ----
|
|Assets:                                      |  |      |         |     
|Restricted Investments                       |  | $    |        |     
|Interest Rate Cap                            |  |      | 688     |     
|Liabilities:                                 |  |      |         |     
|Revolving Credit Facility                    |  | $    | 66,750  |     
|$235 million Term Loan                       |  |      | 191,001 |     
|$200 million Term Loan                       |  |      | 162,328 |     
|$300 million Senior Notes                    |  |      | 300,000 |     
|Terminal Revenue Facilities Refunding Bonds  |  |      |        |     
|Other Notes                                  |  |      | 4,726   |     
|Off-balance sheet financial instruments:     |  |      |         |     
|Net unrealized gain on fuel hedge agreements |  | $    |        |     

The
fair values of the Restricted Investments, Prepaid Rate Cap and Senior Notes payable are based on quoted market values. The carrying values of the Term Loans, all of which bear
interest at floating rates, approximate their fair values. The fair value of the Terminal Revenue Refunding Bonds and the Other Notes have been estimated using discounted cash flow analyses based on
ACL's current incremental borrowing rates for similar types of borrowing arrangements.

On
August 11, 2000 ACL entered into an interest rate cap agreement which limits ACL's base LIBOR on a notional amount of $201.8 million to 7.5%, corresponding to
that amount of floating rate debt outstanding which is based on LIBOR. The agreement is designed to hedge ACL's exposure to future increases in market interest rates.

ACL
enters into fuel rate swaps, to reduce the effects of fluctuations in fuel prices and does not use them for trading purposes. At December 29, 2000, ACL had fuel rate swap
agreements with a major financial institution. Under these agreements, ACL will pay fixed prices ranging from $0.58 to

39

---

$1.00 per gallon. Since the agreements qualify as a hedge and correlate to price movement of fuel, any gains or losses resulting from market changes are recognized as fuel expense. As of December 29,
2000 there were 10,540,000 gallons remaining on the contract. The agreements terminate December 31, 2001. Because of the institution's high credit rating, management believes that these
agreements do not present significant credit risk to ACL.

NOTE 11. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Pursuant to the Recapitalization (see Note 2), CSX contributed to the capital of the Parent $163.3 million of existing debt, including a long-term
loan with a principal balance of $67.2 million and short-term borrowings of $96.0 million. Additionally, ACL distributed to CSX $11.8 million of barges and
$7.3 million in net assets in certain terminal operations. The NMI Contribution was financed through the issuance of $5.0 million of membership interests. ACL recorded a pension
liability of $23.9 million and a corresponding charge to other capital as a result of the CSX Pension Plan spin-off (See Note 7). In the third quarter of 1998, ACL recognized
non-recurring, non-cash compensation expense of $7,958 related to the recapitalization and payable by CSX to certain executive officers of ACL.

Cash
interest payments on debt amounted to $57,107, $84,084 and $13,715 in 2000, 1999 and 1998, respectively.

ACL
made income tax payments of $5,685 in 2000, $3,987 in 1999 and $15,479 in 1998.

NOTE 12. 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 13. BUSINESS SEGMENTS

ACL has two reportable business segmentsbarging and construction. ACL's barging segment includes barge transportation operations in
North and South America and domestic fleeting facilities that provide fleeting, shifting, cleaning and repair services at various locations along the inland waterways. The construction segment
constructs marine equipment for ACL's domestic and international fleets as well as external customers.

Management
evaluates performance based on segment earnings, which is defined as operating income, before income taxes and excluding the management services fee paid to CSX in 1998.
The accounting policies of the reportable segments are consistent with those described in the summary of significant accounting policies. Intercompany sales are transferred at cost.

40

---

Reportable segments are business units that offer different products or services. The reportable segments are managed separately because they provide distinct products and services to
internal and external customers.

|                                 |  | Reportable Segments |         |  |   |        
|-------------------------------- |  | ------------------- | ------- |  | - | -------
|
|
|Year ended December 29, 2000     |  |                     |         |  |   |        
|Revenues from external customers |  | $                   | 631,748 |  | $ | 124,068
|Intersegment revenues            |  |                     |        |  |   | 2,917  
|Depreciation expense             |  |                     | 48,833  |  |   | 2,011  
|Segment earnings                 |  |                     | 44,243  |  |   | 8,318  
|Segment assets                   |  |                     | 698,446 |  |   | 52,704 
|Property Additions*              |  |                     | 48,005  |  |   | 1,922  

---

|Year ended December 31, 1999     |  |   |         |  |   |         |  |   |        |  |   |        
|-------------------------------- |  | - | ------- |  | - | ------- |  | - | ------ |  | - | -------
|Revenues from external customers |  | $ | 593,939 |  | $ | 124,423 |  | $ | 20,774 |  | $ | 739,136
|Intersegment revenues            |  |   |        |  |   | 20,442  |  |   | 5,174  |  |   | 25,616 
|Depreciation expense             |  |   | 44,787  |  |   | 1,911   |  |   | 3,081  |  |   | 49,779 
|Segment earnings                 |  |   | 57,670  |  |   | 12,387  |  |   | 4,535  |  |   | 74,592 
|Segment assets                   |  |   | 646,613 |  |   | 60,990  |  |   | 68,493 |  |   | 776,096
|Property Additions               |  |   | 52,387  |  |   | 1,790   |  |   | 1,703  |  |   | 55,880 
|Year ended December 25, 1998     |  |   |         |  |   |         |  |   |        |  |   |        
|Revenues from external customers |  | $ | 516,422 |  | $ | 96,932  |  | $ | 25,124 |  | $ | 638,478
|Intersegment revenues            |  |   |        |  |   | 15,844  |  |   | 4,741  |  |   | 20,585 
|Depreciation expense             |  |   | 39,397  |  |   | 1,837   |  |   | 3,372  |  |   | 44,606 
|Segment earnings                 |  |   | 52,889  |  |   | 9,073   |  |   | 8,197  |  |   | 70,159 
|Segment assets                   |  |   | 704,748 |  |   | 65,355  |  |   | 68,427 |  |   | 838,530
|Property Additions               |  |   | 42,995  |  |   | 1,958   |  |   | 429    |  |   | 45,382 

Financial
data for segments below the reporting thresholds are attributable to two operating segmentsa segment operating terminals along the U.S. inland waterways and a
segment providing voice and data communications to marine companies operating on the U.S. inland waterways. The segment providing voice and data communications was sold in 2000.

41

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

|                                                                                                   |                                       | 2000 |         | 1999    |   | 1998    |        
|-------------------------------------------------------------------------------------------------- | ------------------------------------- | ---- | ------- | ------- | - | ------- | -------
|Revenues                                                                                           |                                       |      |         |         |   |         |        
|Revenues from external customers                                                                   |                                       | $    | 773,838 |         | $ | 739,136 |        
|Intersegment revenues                                                                              |                                       |      | 7,225   |         |   | 25,616  |        
|Elimination of intersegment revenues                                                               |                                       |      | (7,225  | )       |   | (25,616 | )      
|                                                                                                   |                                       |      |         |         |   |         |        
|Operating revenue                                                                                  |                                       | $    | 773,838 |         | $ | 739,136 |        
|                                                                                                   |                                       |      |         |         |   |         |        
|Earnings                                                                                           |                                       |      |         |         |   |         |        
|Total segment earnings                                                                             |                                       | $    | 56,308  |         | $ | 74,592  |        
|Unallocated amounts:                                                                               |                                       |      |         |         |   |         |        
|                                                                                                   | Management service fee charged by CSX |      |         |        |   |         |       
|                                                                                                   | Interest expense                      |      |         | (70,813 | ) |         | (71,275
|                                                                                                   | Interest expense, affiliatenet       |      |         |        |   |         |       
|                                                                                                   | Other, net                            |      |         | (1,050  | ) |         | 3,048  
|                                                                                                   | Gain on Sale of Watercom              |      |         | 11,418  |   |         |       
|                                                                                                   |                                       |      |         |         |   |         |        
|(Loss) Earnings before income taxes, extraordinary item and cumulative effect of accounting change |                                       | $    | (4,137  | )       | $ | 6,365   |        
|                                                                                                   |                                       |      |         |         |   |         |        

Geographic Information

|              |  | Revenues |         | PropertiesNet
|------------- |  | -------- | ------- | --------------
|
|United States |  | $        | 733,870 |               
|South America |  |          | 39,968  |               
|              |  |          |         |               
|Total         |  | $        | 773,838 |               
|              |  |          |         |               

Revenues
are attributed to countries based on the location of the service provided. Properties represent the only long lived assets of ACL.

Major Customer

Revenues from one customer of the barging segment represented approximately 14% in 2000, 14% in 1999 and 11% in 1998 of ACL's consolidated
revenues.

42

---

NOTE 14. QUARTERLY DATA (UNAUDITED)

|                                                              |  | 2000 (as Restated) |        
|------------------------------------------------------------- |  | ------------------ | -------
|
|Operating Revenue                                             |  | $                  | 167,477
|Operating Income                                              |  |                    | 7,971  
|(Loss) Earnings Before Extraordinary Item                     |  |                    | (8,097 
|Net (Loss) Earnings                                           |  |                    | (8,097 
|
|
|Operating Revenue                                             |  | $                  | 173,217
|Operating Income                                              |  |                    | 4,316  
|(Loss) Earnings Before Cumulative Effect of Accounting Change |  |                    | (12,810
|Net (Loss) Earnings                                           |  |                    | (14,547
|
|
|Operating Revenue                                             |  | $                  | 116,811
|Operating Income                                              |  |                    | 6,008  
|Net Earnings (Loss)                                           |  |                    | 682    

---



2nd

As Restated

3rd

As RestatedOperating Revenue

$
193,865

$
193,458

$
206,661

$
205,738Operating Income


16,529

$
16,122


19,140


18,217(Loss) Earnings Before Extraordinary Item


(1,709
)

(2,116
)

9,355


8,432Net (Loss) Earnings


(2,443
)

(2,850
)

9,355


8,432


ACL's
business is seasonal, and its quarterly revenues and profits historically are lower during the first and second fiscal quarters of the year
(January through June) and higher during the third and fourth fiscal quarters (July through December) due to the North American grain harvest.

The
year 2000 included a second quarter extraordinary item charge of $734 for the Terminal Bond redemption premium, the gain on the sale of Watercom of $11,418 is included in the
third quarter and an impairment loss of $3,865 is included in the fourth quarter. The first quarter of 1999 includes a non-cash charge of $1,737 for the workers' compensation second-injury funds due
to the adoption of Statement of Position (SOP) 97-3 as described in Note 15. The second quarter 1998 results include a one time tax benefit from the conversion of taxable corporations to limited
liability companies. ACL's recapitalization and acquisition of National Marine both occurred on June 30, 1998 and are included in the third quarter 1998 results and quarters thereafter.
The third quarter of 1998 includes non-recurring,

43

---

non-cash compensation expense of $8 million related to the recapitalization and payable by CSX to certain officers of ACL.

NOTE 15. CHANGES IN ACCOUNTING STANDARDS

In December 1997, the American Institute of Certified Public Accountants (AICPA) issued SOP 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 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 will adopt statement No. 133 as of December 30, 2000. 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.

In
September 2000, the FASB issued Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities" ("SFAS No. 140"). The Statement is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. SFAS
No. 140 also includes provisions that require additional disclosures in the financial statements for fiscal years ending after December 15, 2000. Additional disclosures have been
included in Note 4 to the consolidated financial statements. This Statement is not expected to have a significant effect on its consolidated financial statements.

44

---

NOTE 16. 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 operations and statements
of cash flows for the Guarantor Subsidiaries, non-guarantor subsidiaries and for ACL as of December 29, 2000 and December 31, 1999 and for the fiscal years ended December 29,
2000, December 31, 1999 and December 25, 1998.

Combining Statement of Operations for the Year Ended December 29, 2000
(Dollars in Thousands)

|                                                           |                                 | Guarantor
Subsidiaries |         | Other
Subsidiaries |   | Eliminations |        | Combined
Totals |  
|---------------------------------------------------------- | ------------------------------- | ---------------------- | ------- | ------------------ | - | ------------ | ------ | --------------- | -
|OPERATING REVENUE                                          |                                 | $                      | 733,870 |                    | $ | 39,968       |        | $               | 
|OPERATING EXPENSE                                          |                                 |                        |         |                    |   |              |        |                 |  
|                                                           | Materials, Supplies and Other   |                        |         | 313,589            |   |              | 19,597 |                 |  
|                                                           | Rent                            |                        |         | 48,033             |   |              | 1,430  |                 |  
|                                                           | Labor and Fringe Benefits       |                        |         | 155,903            |   |              | 7,348  |                 |  
|                                                           | Fuel                            |                        |         | 85,159             |   |              | 2,935  |                 |  
|                                                           | Depreciation and Amortization   |                        |         | 49,104             |   |              | 6,910  |                 |  
|                                                           | Taxes, Other Than Income Taxes  |                        |         | 26,425             |   |              | 1,097  |                 |  
|                                                           |                                 |                        |         |                    |   |              |        |                 |  
|                                                           |                                 |                        | 678,213 |                    |   | 39,317       |        |                 | 
|                                                           |                                 |                        |         |                    |   |              |        |                 |  
|OPERATING INCOME (LOSS)                                    |                                 |                        | 55,657  |                    |   | 651          |        |                 | 
|OTHER EXPENSE (INCOME)                                     |                                 |                        |         |                    |   |              |        |                 |  
|                                                           | Interest Expense                |                        |         | 70,813             |   |              |       |                 |  
|                                                           | Interest Expense, AffiliateNet |                        |         | 0                  |   |              | 6,029  |                 |  
|                                                           | Other, Net                      |                        |         | (4,745             | ) |              | (234   | )               |  
|                                                           | Gain on Sale of Watercom        |                        |         | (11,418            | ) |              |       |                 |  
|                                                           |                                 |                        |         |                    |   |              |        |                 |  
|                                                           |                                 |                        | 54,650  |                    |   | 5,795        |        |                 | 
|                                                           |                                 |                        |         |                    |   |              |        |                 |  
|EARNINGS (LOSS) BEFORE INCOME TAXES AND EXTRAORDINARY ITEM |                                 |                        | 1,007   |                    |   | (5,144       | )      |                 | 
|INCOME TAXES                                               |                                 |                        | 176     |                    |   | 4,087        |        |                 | 
|                                                           |                                 |                        |         |                    |   |              |        |                 |  
|EARNINGS (LOSS) BEFORE EXTRAORDINARY ITEM                  |                                 |                        | 831     |                    |   | (9,231       | )      |                 | 
|EXTRAORDINARY ITEMLOSS ON EARLY EXTINGUISHMENT OF DEBT    |                                 |                        | (734    | )                  |   |             |        |                 | 
|                                                           |                                 |                        |         |                    |   |              |        |                 |  
|NET EARNINGS (LOSS)                                        |                                 | $                      | 97      |                    | $ | (9,231       | )      | $               | 
|                                                           |                                 |                        |         |                    |   |              |        |                 |  

45

---

Combining Statement of Operations for the Year Ended December 31, 1999
(Dollars in Thousands)

|                                                                               |                                 | Guarantor
Subsidiaries |         | Other
Subsidiaries |   | Eliminations |        | Combined
Totals |  
|------------------------------------------------------------------------------ | ------------------------------- | ---------------------- | ------- | ------------------ | - | ------------ | ------ | --------------- | -
|OPERATING REVENUE                                                              |                                 | $                      | 699,072 |                    | $ | 40,064       |        | $               | 
|OPERATING EXPENSE                                                              |                                 |                        |         |                    |   |              |        |                 |  
|                                                                               | Materials, Supplies and Other   |                        |         | 288,364            |   |              | 18,783 |                 |  
|                                                                               | Rent                            |                        |         | 41,232             |   |              | 2,746  |                 |  
|                                                                               | Labor and Fringe Benefits       |                        |         | 172,728            |   |              | 9,497  |                 |  
|                                                                               | Fuel                            |                        |         | 50,782             |   |              | 2,525  |                 |  
|                                                                               | Depreciation and Amortization   |                        |         | 45,066             |   |              | 6,156  |                 |  
|                                                                               | Taxes, Other Than Income Taxes  |                        |         | 25,910             |   |              | 755    |                 |  
|                                                                               |                                 |                        |         |                    |   |              |        |                 |  
|                                                                               |                                 |                        | 624,082 |                    |   | 40,462       |        |                 | 
|                                                                               |                                 |                        |         |                    |   |              |        |                 |  
|OPERATING INCOME (LOSS)                                                        |                                 |                        | 74,990  |                    |   | (398         | )      |                 | 
|OTHER EXPENSE (INCOME)                                                         |                                 |                        |         |                    |   |              |        |                 |  
|                                                                               | Interest Expense                |                        |         | 71,275             |   |              |       |                 |  
|                                                                               | Interest Expense, AffiliateNet |                        |         |                   |   |              | 4,861  |                 |  
|                                                                               | Other, Net                      |                        |         | (7,005             | ) |              | (904   | )               |  
|                                                                               |                                 |                        |         |                    |   |              |        |                 |  
|                                                                               |                                 |                        | 64,270  |                    |   | 3,957        |        |                 | 
|                                                                               |                                 |                        |         |                    |   |              |        |                 |  
|EARNINGS (LOSS) BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE |                                 |                        | 10,720  |                    |   | (4,355       | )      |                 | 
|INCOME TAXES                                                                   |                                 |                        | 694     |                    |   | 964          |        |                 | 
|                                                                               |                                 |                        |         |                    |   |              |        |                 |  
|INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE                    |                                 |                        | 10,026  |                    |   | (5,319       | )      |                 | 
|CUMULATIVE EFFECT OF ACCOUNTING CHANGE                                         |                                 |                        | (1,737  | )                  |   |             |        |                 | 
|                                                                               |                                 |                        |         |                    |   |              |        |                 |  
|NET EARNINGS (LOSS)                                                            |                                 | $                      | 8,289   |                    | $ | (5,319       | )      | $               | 
|                                                                               |                                 |                        |         |                    |   |              |        |                 |  

46

---

Combining Statement of Operations for the Year Ended December 25, 1998
(Dollars in Thousands)

|                                    |                                 | Guarantor
Subsidiaries |         | Other
Subsidiaries |   | Eliminations |        | Combined
Totals |  
|----------------------------------- | ------------------------------- | ---------------------- | ------- | ------------------ | - | ------------ | ------ | --------------- | -
|OPERATING REVENUE                   |                                 | $                      | 591,080 |                    | $ | 47,398       |        | $               | 
|OPERATING EXPENSE                   |                                 |                        |         |                    |   |              |        |                 |  
|                                    | Materials, Supplies and Other   |                        |         | 228,756            |   |              | 22,153 |                 |  
|                                    | Rent                            |                        |         | 35,831             |   |              | 3,764  |                 |  
|                                    | Labor and Fringe Benefits       |                        |         | 158,331            |   |              | 9,249  |                 |  
|                                    | Fuel                            |                        |         | 44,199             |   |              | 3,255  |                 |  
|                                    | Depreciation and Amortization   |                        |         | 41,504             |   |              | 4,833  |                 |  
|                                    | Taxes, Other Than Income Taxes  |                        |         | 23,691             |   |              | 163    |                 |  
|                                    |                                 |                        |         |                    |   |              |        |                 |  
|                                    |                                 |                        | 532,312 |                    |   | 43,417       |        |                 | 
|                                    |                                 |                        |         |                    |   |              |        |                 |  
|OPERATING INCOME                    |                                 |                        | 58,768  |                    |   | 3,981        |        |                 | 
|OTHER EXPENSE (INCOME)              |                                 |                        |         |                    |   |              |        |                 |  
|                                    | Interest Expense                |                        |         | 36,974             |   |              |       |                 |  
|                                    | Interest Expense, AffiliateNet |                        |         | 4,007              |   |              | 3,715  |                 |  
|                                    | Other, Net                      |                        |         | (5,220             | ) |              | 2,092  |                 |  
|                                    |                                 |                        |         |                    |   |              |        |                 |  
|                                    |                                 |                        | 35,761  |                    |   | 5,807        |        |                 | 
|                                    |                                 |                        |         |                    |   |              |        |                 |  
|EARNINGS (LOSS) BEFORE INCOME TAXES |                                 |                        | 23,007  |                    |   | (1,826       | )      |                 | 
|INCOME TAXES (BENEFIT)              |                                 |                        | (67,568 | )                  |   | 3,305        |        |                 | 
|                                    |                                 |                        |         |                    |   |              |        |                 |  
|NET EARNINGS (LOSS)                 |                                 | $                      | 90,575  |                    | $ | (5,131       | )      | $               | 
|                                    |                                 |                        |         |                    |   |              |        |                 |  

47

---

Combining Statement of Cash Flows for the Year Ended December 29, 2000
(Dollars in Thousands)

|                                                 |                                                                                                      | Guarantor
Subsidiaries                       |                                                     | Other
Subsidiaries |         | Eliminations |         | Combined
Totals |       
|------------------------------------------------ | ---------------------------------------------------------------------------------------------------- | -------------------------------------------- | --------------------------------------------------- | ------------------ | ------- | ------------ | ------- | --------------- | ------
|OPERATING ACTIVITIES                             |                                                                                                      |                                              |                                                     |                    |         |              |         |                 |       
|                                                 | Net Earnings (Loss)                                                                                  |                                              | $                                                   | 97                 |         | $            | (9,231  | )               | $     
|                                                 | Adjustments to Reconcile Net Earnings (Loss) to Net Cash Provided by (Used in) Operating Activities: |                                              |                                                     |                    |         |              |         |                 |       
|                                                 |                                                                                                      | Depreciation and Amortization                |                                                     |                    | 52,167  |              |         | 6,909           |       
|                                                 |                                                                                                      | Impairment of Barges                         |                                                     |                    | 3,865   |              |         |                |       
|                                                 |                                                                                                      | Gain on Sale of Watercom                     |                                                     |                    | (11,418 | )            |         |                |       
|                                                 |                                                                                                      | Other Operating Activities                   |                                                     |                    | (4,320  | )            |         | (2,260          | )     
|                                                 |                                                                                                      | Changes in Operating Assets and Liabilities: |                                                     |                    |         |              |         |                 |       
|                                                 |                                                                                                      |                                              | Accounts Receivable                                 |                    |         | 4,925        |         |                 | (7,472
|                                                 |                                                                                                      |                                              | Materials and Supplies                              |                    |         | 12,469       |         |                 | (265  
|                                                 |                                                                                                      |                                              | Accrued Interest                                    |                    |         | 10,557       |         |                 |      
|                                                 |                                                                                                      |                                              | Other Current Assets                                |                    |         | (6,939       | )       |                 | 3,224 
|                                                 |                                                                                                      |                                              | Other Current Liabilities                           |                    |         | (23,612      | )       |                 | 2,086 
|                                                 |                                                                                                      |                                              |                                                     |                    |         |              |         |                 |       
|                                                 |                                                                                                      |                                              | Net Cash Provided by (Used in) Operating Activities |                    |         | 37,791       |         |                 | (7,009
|INVESTING ACTIVITIES                             |                                                                                                      |                                              |                                                     |                    |         |              |         |                 |       
|                                                 | Property Additions                                                                                   |                                              |                                                     | (27,817            | )       |              | (2,737  | )               |       
|                                                 | Purchase of Barging Assets                                                                           |                                              |                                                     | (31,500            | )       |              |        |                 |       
|                                                 | Proceeds from Property Dispositions                                                                  |                                              |                                                     | 4,089              |         |              |        |                 |       
|                                                 | Proceeds from Sale of Watercom                                                                       |                                              |                                                     | 13,600             |         |              |        |                 |       
|                                                 | Proceeds from Sale of Restricted Investments                                                         |                                              |                                                     | 25,288             |         |              |        |                 |       
|                                                 | Other Investing Activities                                                                           |                                              |                                                     | (15,537            | )       |              | (1,536  | )               |       
|                                                 |                                                                                                      |                                              |                                                     |                    |         |              |         |                 |       
|                                                 |                                                                                                      |                                              | Net Cash Used in Investing Activities               |                    |         | (31,877      | )       |                 | (4,273
|FINANCING ACTIVITIES                             |                                                                                                      |                                              |                                                     |                    |         |              |         |                 |       
|                                                 | Short-Term Borrowings                                                                                |                                              |                                                     | 66,750             |         |              |        |                 |       
|                                                 | Long-Term Debt Repaid                                                                                |                                              |                                                     | (54,752            | )       |              |        |                 |       
|                                                 | Affiliate Debt Repaid                                                                                |                                              |                                                     |                   |         |              | (12,560 | )               |       
|                                                 | Cash Dividends Paid                                                                                  |                                              |                                                     |                   |         |              | (3,160  | )               |       
|                                                 | Other Financing                                                                                      |                                              |                                                     | 10,139             |         |              | 1,694   |                 |       
|                                                 | Borrowing from Affiliates                                                                            |                                              |                                                     |                   |         |              | 25,984  |                 |       
|                                                 |                                                                                                      |                                              |                                                     |                    |         |              |         |                 |       
|                                                 |                                                                                                      |                                              | Net Cash Provided by Financing Activities           |                    |         | 22,137       |         |                 | 11,958
|Net Decrease in Cash and Cash Equivalents        |                                                                                                      |                                              | 28,051                                              |                    |         | 676          |         |                 |      
|Cash and Cash Equivalents at Beginning of Period |                                                                                                      |                                              | 29,238                                              |                    |         | 1,603        |         |                 |      
|                                                 |                                                                                                      |                                              |                                                     |                    |         |              |         |                 |       
|                                                 |                                                                                                      |                                              | Cash and Cash Equivalents at End of Period          |                    | $       | 57,289       |         | $               | 2,279 
|                                                 |                                                                                                      |                                              |                                                     |                    |         |              |         |                 |       

48

---

Combining Statement of Cash Flows for the Year Ended December 31, 1999
(Dollars in Thousands)

|                                                 |                                                                                            | Guarantor
Subsidiaries                                |                                                     | Other
Subsidiaries |        | Eliminations |        | Combined
Totals |        
|------------------------------------------------ | ------------------------------------------------------------------------------------------ | ----------------------------------------------------- | --------------------------------------------------- | ------------------ | ------ | ------------ | ------ | --------------- | -------
|OPERATING ACTIVITIES                             |                                                                                            |                                                       |                                                     |                    |        |              |        |                 |        
|                                                 | Net Earnings (Loss)                                                                        |                                                       | $                                                   | 8,289              |        | $            | (5,319 | )               | $      
|                                                 | Adjustments to Reconcile Net Earnings (Loss) to Net Cash Provided by Operating Activities: |                                                       |                                                     |                    |        |              |        |                 |        
|                                                 |                                                                                            | Depreciation and Amortization                         |                                                     |                    | 47,883 |              |        | 6,156           |        
|                                                 |                                                                                            | Impairment of Barges                                  |                                                     |                    | 230    |              |        |                |        
|                                                 |                                                                                            | Proceeds from the initial sale of accounts receivable |                                                     |                    | 50,000 |              |        |                |        
|                                                 |                                                                                            | Other Operating Activities                            |                                                     |                    | 3,723  |              |        | (2,039          | )      
|                                                 |                                                                                            | Changes in Operating Assets and Liabilities:          |                                                     |                    |        |              |        |                 |        
|                                                 |                                                                                            |                                                       | Accounts Receivable                                 |                    |        | (1,983       | )      |                 | 7,129  
|                                                 |                                                                                            |                                                       | Materials and Supplies                              |                    |        | (3,092       | )      |                 | 189    
|                                                 |                                                                                            |                                                       | Accrued Interest                                    |                    |        | (14,834      | )      |                 |       
|                                                 |                                                                                            |                                                       | Other Current Assets                                |                    |        | 10,890       |        |                 | (13,026
|                                                 |                                                                                            |                                                       | Other Current Liabilities                           |                    |        | 3,934        |        |                 | (3,528 
|                                                 |                                                                                            |                                                       |                                                     |                    |        |              |        |                 |        
|                                                 |                                                                                            |                                                       | Net Cash Provided by (Used in) Operating Activities |                    |        | 105,040      |        |                 | (10,438
|INVESTING ACTIVITIES                             |                                                                                            |                                                       |                                                     |                    |        |              |        |                 |        
|                                                 | Property Additions                                                                         |                                                       |                                                     | (46,564            | )      |              | (9,316 | )               |        
|                                                 | Proceeds from Property Dispositions                                                        |                                                       |                                                     | 2,111              |        |              | 22     |                 |        
|                                                 | Other Investing Activities                                                                 |                                                       |                                                     | (21,442            | )      |              | 279    |                 |        
|                                                 |                                                                                            |                                                       |                                                     |                    |        |              |        |                 |        
|                                                 |                                                                                            |                                                       | Net Cash Used in Investing Activities               |                    |        | (65,895      | )      |                 | (9,015 
|FINANCING ACTIVITIES                             |                                                                                            |                                                       |                                                     |                    |        |              |        |                 |        
|                                                 | Partner Distribution                                                                       |                                                       |                                                     | (541               | )      |              |       |                 |        
|                                                 | Long-Term Debt Repaid                                                                      |                                                       |                                                     | (53,046            | )      |              | (155   | )               |        
|                                                 | Cash Dividends Paid                                                                        |                                                       |                                                     |                   |        |              | (6,700 | )               |        
|                                                 | Other Financing Activities                                                                 |                                                       |                                                     | (374               | )      |              | 189    |                 |        
|                                                 | Borrowing from Affiliates                                                                  |                                                       |                                                     |                   |        |              | 22,420 |                 |        
|                                                 |                                                                                            |                                                       |                                                     |                    |        |              |        |                 |        
|                                                 |                                                                                            |                                                       | Net Cash (Used in) Provided by Financing Activities |                    |        | (53,961      | )      |                 | 15,754 
|Net Decrease in Cash and Cash Equivalents        |                                                                                            |                                                       | (14,816                                             | )                  |        | (3,699       | )      |                 |       
|Cash and Cash Equivalents at Beginning of Period |                                                                                            |                                                       | 44,054                                              |                    |        | 5,302        |        |                 |       
|                                                 |                                                                                            |                                                       |                                                     |                    |        |              |        |                 |        
|                                                 |                                                                                            |                                                       | Cash and Cash Equivalents at End of Period          |                    | $      | 29,238       |        | $               | 1,603  
|                                                 |                                                                                            |                                                       |                                                     |                    |        |              |        |                 |        

49

---

Combining Statement of Cash Flows for the Year Ended December 25, 1998
(Dollars in Thousands)

|                                                 |                                                                                            | Guarantor
Subsidiaries                       |                                            | Other
Subsidiaries |         | Eliminations |         | Combined
Totals |       
|------------------------------------------------ | ------------------------------------------------------------------------------------------ | -------------------------------------------- | ------------------------------------------ | ------------------ | ------- | ------------ | ------- | --------------- | ------
|OPERATING ACTIVITIES                             |                                                                                            |                                              |                                            |                    |         |              |         |                 |       
|                                                 | Net Earnings (Loss)                                                                        |                                              | $                                          | 90,575             |         | $            | (5,131  | )               | $     
|                                                 | Adjustments to Reconcile Net Earnings (Loss) to Net Cash Provided by Operating Activities: |                                              |                                            |                    |         |              |         |                 |       
|                                                 |                                                                                            | Depreciation and Amortization                |                                            |                    | 42,904  |              |         | 4,833           |       
|                                                 |                                                                                            | Deferred Income Taxes                        |                                            |                    | (70,098 | )            |         | 7               |       
|                                                 |                                                                                            | Other Operating Activities                   |                                            |                    | 5,724   |              |         | (222            | )     
|                                                 |                                                                                            | Changes in Operating Assets and Liabilities: |                                            |                    |         |              |         |                 |       
|                                                 |                                                                                            |                                              | Accounts Receivable                        |                    |         | 10,941       |         |                 | (1,951
|                                                 |                                                                                            |                                              | Materials and Supplies                     |                    |         | (12,905      | )       |                 | 143   
|                                                 |                                                                                            |                                              | Accrued Interest                           |                    |         | 21,619       |         |                 |      
|                                                 |                                                                                            |                                              | Other Current Assets                       |                    |         | (17,905      | )       |                 | 8,695 
|                                                 |                                                                                            |                                              | Due to Affiliates                          |                    |         | (13,805      | )       |                 |      
|                                                 |                                                                                            |                                              | Other Current Liabilities                  |                    |         | 13,202       |         |                 | 2,039 
|                                                 |                                                                                            |                                              |                                            |                    |         |              |         |                 |       
|                                                 |                                                                                            |                                              | Net Cash Provided by Operating Activities  |                    |         | 70,252       |         |                 | 8,413 
|INVESTING ACTIVITIES                             |                                                                                            |                                              |                                            |                    |         |              |         |                 |       
|                                                 | Property Additions                                                                         |                                              |                                            | (26,598            | )       |              | (18,784 | )               |       
|                                                 | Proceeds from Property Dispositions                                                        |                                              |                                            | 9,526              |         |              | 149     |                 |       
|                                                 | Purchase of Restricted Investments                                                         |                                              |                                            | (26,128            | )       |              |        |                 |       
|                                                 | Sale of Restricted Investments                                                             |                                              |                                            | 216                |         |              |        |                 |       
|                                                 | Other Investing Activities                                                                 |                                              |                                            | (12,420            | )       |              | 1,624   |                 |       
|                                                 |                                                                                            |                                              |                                            |                    |         |              |         |                 |       
|                                                 | Net Cash Used in Investing Activities                                                      |                                              |                                            | (55,404            | )       |              | (17,011 | )               |       
|FINANCING ACTIVITIES                             |                                                                                            |                                              |                                            |                    |         |              |         |                 |       
|                                                 | Recapitalization Distribution                                                              |                                              |                                            | (695,000           | )       |              |        |                 |       
|                                                 | Issuance of Membership Interests                                                           |                                              |                                            | 60,047             |         |              |        |                 |       
|                                                 | Debt Issued                                                                                |                                              |                                            | 735,000            |         |              |        |                 |       
|                                                 | Financing Costs                                                                            |                                              |                                            | (27,000            | )       |              |        |                 |       
|                                                 | Long-Term Debt Repaid                                                                      |                                              |                                            | (99,330            | )       |              |        |                 |       
|                                                 | Affiliate Debt Repaid                                                                      |                                              |                                            | (11,200            | )       |              | (4,598  | )               |       
|                                                 | Cash Dividends Paid                                                                        |                                              |                                            | (9,500             | )       |              | (4,345  | )               |       
|                                                 | Other Financing Activities                                                                 |                                              |                                            | (10,612            | )       |              | 14,786  |                 |       
|                                                 | Borrowings from Affiliates                                                                 |                                              |                                            | 83,933             |         |              | 4,000   |                 |       
|                                                 |                                                                                            |                                              |                                            |                    |         |              |         |                 |       
|                                                 |                                                                                            |                                              | Net Cash Provided by Financing Activities  |                    |         | 26,338       |         |                 | 9,843 
|Net Increase in Cash and Cash Equivalents        |                                                                                            |                                              | 41,186                                     |                    |         | 1,245        |         |                 |      
|Cash and Cash Equivalents at Beginning of Period |                                                                                            |                                              | 2,868                                      |                    |         | 4,057        |         |                 |      
|                                                 |                                                                                            |                                              |                                            |                    |         |              |         |                 |       
|                                                 |                                                                                            |                                              | Cash and Cash Equivalents at End of Period |                    | $       | 44,054       |         | $               | 5,302 
|                                                 |                                                                                            |                                              |                                            |                    |         |              |         |                 |       

50

---

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

|                                    |                                       | Guarantor
Subsidiaries                 |          | Other
Subsidiaries |          | Eliminations |        | Combined
Totals |        
|----------------------------------- | ------------------------------------- | -------------------------------------- | -------- | ------------------ | -------- | ------------ | ------ | --------------- | -------
|ASSETS                              |                                      
|CURRENT ASSETS                      |                                       |                                        |          |                    |          |              |        |                 |        
|                                    | Cash and Cash Equivalents             |                                        | $        | 57,288             |          | $            | 2,280  |                 | $      
|                                    | Accounts ReceivableNet               |                                        |          | 32,608             |          |              | 10,220 |                 |        
|                                    | Materials and Supplies                |                                        |          | 28,883             |          |              | 890    |                 |        
|                                    | Other Current Assets                  |                                        |          | 24,823             |          |              | (1,163 | )               |        
|                                    |                                       |                                        |          |                    |          |              |        |                 |        
|                                    |                                       | Total Current Assets                   |          |                    | 143,602  |              |        | 12,227          |        
|PROPERTIESNET                      |                                       |                                        | 469,714  |                    |          | 39,729       |        |                 |       
|NET PENSION ASSET                   |                                       |                                        | 24,512   |                    |          |             |        |                 |       
|OTHER ASSETS                        |                                       |                                        | 141,534  |                    |          | 51,128       |        |                 | (94,908
|                                    |                                       |                                        |          |                    |          |              |        |                 |        
|                                    |                                       | Total Assets                           |          | $                  | 779,362  |              | $      | 103,084         |        
|                                    |                                       |                                        |          |                    |          |              |        |                 |        
|LIABILITIES                         |                                      
|CURRENT LIABILITIES                 |                                       |                                        |          |                    |          |              |        |                 |        
|                                    | Accounts Payable                      |                                        | $        | 28,536             |          | $            | 1,194  |                 | $      
|                                    | Accrued Payroll and Fringe Benefits   |                                        |          | 14,003             |          |              |       |                 |        
|                                    | Deferred Revenue                      |                                        |          | 12,011             |          |              |       |                 |        
|                                    | Accrued Claims and Insurance Premiums |                                        |          | 21,047             |          |              |       |                 |        
|                                    | Accrued Interest                      |                                        |          | 18,246             |          |              |       |                 |        
|                                    | Short-term Debt                       |                                        |          | 66,750             |          |              |       |                 |        
|                                    | Current Portion of Long-Term Debt     |                                        |          | 44,579             |          |              |       |                 |        
|                                    | Other Current Liabilities             |                                        |          | 50,918             |          |              | 5,899  |                 |        
|                                    |                                       |                                        |          |                    |          |              |        |                 |        
|                                    |                                       | Total Current Liabilities              |          |                    | 256,090  |              |        | 7,093           |        
|LONG-TERM NOTE PAYABLE TO AFFILIATE |                                       |                                        |         |                    |          | 86,700       |        |                 | (86,700
|LONG-TERM DEBT                      |                                       |                                        | 613,476  |                    |          |             |        |                 |       
|PENSION LIABILITY                   |                                       |                                        | 21,389   |                    |          |             |        |                 |       
|OTHER LONG-TERM LIABILITIES         |                                       |                                        | 28,066   |                    |          | 1,083        |        |                 |       
|                                    |                                       |                                        |          |                    |          |              |        |                 |        
|                                    |                                       | Total Liabilities                      |          | $                  | 919,021  |              | $      | 94,876          |        
|                                    |                                       |                                        |          |                    |          |              |        |                 |        
|MEMBER'S DEFICIT                    |                                      
|Member's Interest                   |                                       |                                        | 220,074  |                    |          |             |        |                 |       
|Other Capital                       |                                       |                                        | 163,315  |                    |          | 46,820       |        |                 | (46,820
|Retained Deficit                    |                                       |                                        | (523,048 | )                  |          | (38,612      | )      |                 | 38,612 
|                                    |                                       |                                        |          |                    |          |              |        |                 |        
|                                    |                                       | Total Member's Deficit                 |          |                    | (139,659 | )            |        | 8,208           |        
|                                    |                                       |                                        |          |                    |          |              |        |                 |        
|                                    |                                       | Total Liabilities and Member's Deficit |          | $                  | 779,362  |              | $      | 103,084         |        
|                                    |                                       |                                        |          |                    |          |              |        |                 |        

51

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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          |        
|                            |                                       |                                        |          |                    |          |              |       |                 |        

52

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REPORT OF INDEPENDENT ACCOUNTANTS

The
Board of Managers
American Commercial Lines LLC

In
our opinion, based on our audits and the report of other auditors, the accompanying consolidated financial statements listed in the index appearing under Item 14(a)(1) present
fairly, in all material respects, the financial position of American Commercial Lines LLC (ACL) at December 29, 2000 and December 31, 1999, and the results of their operations and their
cash flows for each of the three fiscal years in the period ended December 29, 2000, in conformity with accounting principles generally accepted in the United States of America. In addition, in
our opinion, the financial statement schedule listed in the index appearing under Item 14(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction
with the related financial statements. These financial statements are the responsibility of the ACL's management; our responsibility is to express an opinion on these financial
statements, based on our audits. We did not audit the financial statements of Global Materials Services LLC (GMS), a fifty percent owned subsidiary, which statements constitutes 1% of total assets as
of December 31, 1999 and 45% of net earnings for the fiscal year in the period ended December 31, 1999. Those statements were audited by other auditors whose report thereon has been
furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for GMS, is based solely on the report of the other auditors. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits and the report of other auditors
provide a reasonable basis for our opinion.

As
more fully described in Note 5, the Company completed an agreement with its lenders to amend its lending facility, which revised certain covenants through
December 31, 2001 and added certain covenants. Absent this amendment, ACL would not have complied with the debt covenants at December 29, 2000. Management's plans to comply with these
amended covenants are also described in Note 5.

PricewaterhouseCoopers
LLP

Louisville,
Kentucky
February 2, 2001, except for certain information contained in Note 5, as to which the date is March 28, 2001.

53

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Schedule IIValuation and Qualifying Accounts  (In Thousands)

|                                                                 |  | Balance at
Beginning of
Period |       | Charges
to
Expense |   | Other |  | Writeoffs |       | Balance at End
of Period
|---------------------------------------------------------------- |  | ------------------------------ | ----- | ------------------ | - | ----- |  | --------- | ----- | ------------------------
|2000:                                                            |  |                                |       |                    |   |       |  |           |       |                         
|Allowance for uncollectible accounts                             |  | $                              | 2,290 |                    | $ | 194   |  |           |      |                         
|Valuation allowance for foreign net operating loss carryforwards |  | $                              | 6,605 |                    |   |      |  | $         | 6,605 | (1)                     
|1999:                                                            |  |                                |       |                    |   |       |  |           |       |                         
|Allowance for uncollectible accounts                             |  | $                              | 2,335 |                    | $ | 813   |  | $         | (591  | )(2)                    
|Valuation allowance for foreign net operating loss carryforwards |  | $                              | 4,186 |                    | $ | 2,419 |  |           |      |                         
|1998:                                                            |  |                                |       |                    |   |       |  |           |       |                         
|Allowance for uncollectible accounts                             |  | $                              | 1,254 |                    | $ | 1,055 |  | $         | 631   | (3)                     
|Valuation allowance for foreign net operating loss carryforwards |  | $                              | 1,715 |                    | $ | 2,471 |  |           |      |                         

---

54

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There were no disagreements with accountants during 1999 or 2000.

55

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

MANAGEMENT

Executive Officers of the Parent, ACL and/or its Subsidiaries; Board of Managers of the Parent

The Executive Officers of ACL and/or its subsidiaries and the Parent are:

Executive Officers

Name

Age

PositionMichael C. Hagan

54

President and Chief Executive OfficerPaul S. Besson

47

Sr. Vice PresidentHuman Resources and Corporate ServicesJames F. Farley

49

Sr. Vice PresidentMarketing ServicesRobert W. Greene III

61

PresidentJeffboat and American Commercial TerminalsMichael A. Khouri

51

Sr. Vice PresidentTransportation ServicesMartin K. Pepper

47

Sr. Vice PresidentInternationalWilliam N. Whitlock

59

Sr. Vice PresidentLogistic ServicesJames J. Wolff

43

Sr. Vice PresidentFinance/
Administration and Chief Financial Officer


The
members of the Board of Managers of the Parent (the "Board of Managers") are as follows.

Board of Managers of the Parent

Name

Age

PositionDavid Wagstaff III

62

ChairmanDavid H. Baggs

41

MemberEllen M. Fitzsimmons

40

MemberPaul R. Goodwin

58

MemberErnest A. Häberli

52

MemberMichael C. Hagan

54

MemberRichard L. Huber

64

MemberRichard E. Mayberry, Jr.

48

MemberJames P. Peter

50

MemberDavid F. Thomas

50

Member


Michael C. Haganis President and Chief Executive Officer and joined ACL in 1970. He has served as President and Chief Executive
Officer of ACL and its subsidiaries since 1991. Prior to that, he held a series of positions of increasing responsibility within ACL and CSX.

56

---

Paul S. Bessonis Senior Vice PresidentHuman Resources and Corporate Services for ACL and its subsidiaries. Prior to
joining ACL in 1998, he was most recently Director, Talent Negotiations and Labor Relations with the National Broadcasting Company, Inc. ("NBC"), a wholly-owned subsidiary of General Electric
Company, and earlier held several other human resource positions at NBC since 1984.

James F. Farleywas named Senior Vice PresidentMarketing Services of ACBL in March 2000, moving from his position
as Vice PresidentLiquid Sales, which he held from 1998. Mr. Farley joined ACBL in 1992 and served in various positions, including Vice President, Distribution Services. Prior to
joining ACL Mr. Farley was Vice President, Operations with The Valley LineSequa Corporation.

Robert W. Greene IIIserves as President of Jeffboat and ACT. Mr. Greene began his career with ACL in 1968. In 1980 he was named
President of Jeffboat and was appointed PresidentChief Operating Officer of American Commercial Marine Service Company (now ACT) in 1986.

Michael A. Khouriwas named Senior Vice PresidentTransportation Services for ACBL and LDC in March 2000. He had
served as Senior Vice PresidentCorporate Services for ACL and its subsidiaries from August 1998 through March 2000 and before that as Senior Vice President and General
Counsel since 1990. Prior to joining ACL in 1979, he worked at the Crounse Corporation.

Martin K. Pepperwas appointed Senior Vice PresidentInternational for American Commercial Lines International LLC in
August 1998. Prior to joining ACL in 1997 as Vice President for Fleet Maintenance, he served for sixteen years as an operations officer with Canal Barge Line and served in sales and marketing
for Tidewater Barge Line from 1990 to 1997.

William N. Whitlockwas named Senior Vice PresidentLogistic Services for ACBL and LDC in March 2000. He had served
as Senior Vice PresidentTransportation Services from 1982 through March 2000. Prior to joining ACL in 1979 Mr. Whitlock devoted fifteen years of his career to the U.S. Army
Corps of Engineers in positions of increasing authority.

James J. Wolffserves as Senior Vice PresidentFinance/Administration and Chief Financial Officer of ACL and its
subsidiaries. Mr. Wolff was with Texas Gas Exploration, a former CSX subsidiary, from 1979 to 1986. In 1986, he joined CSX and transferred to ACL in 1992 as Senior Vice
PresidentFinance. He was appointed chief of international business development in 1996 and returned to the CFO position in August 1998.

David Wagstaff IIIhas served as President and Chief Executive Officer of Vectura since 1993. He was previously the Principal in a
private consulting business and has worked in various executive capacities at the Equitable Life Assurance Company and Citicorp. He is currently a director of Great Lakes Dredge and Dock Company and a
number of private companies.

David H. Baggsis Assistant Vice PresidentCorporate Treasury for CSX. He has held various finance and planning positions
with CSX since 1985.

Ellen M. Fitzsimmonsis Senior Vice PresidentLaw of CSX. She has served in various legal positions with CSX since 1991.

Paul R. Goodwinis Vice Chairman and Chief Financial Officer of CSX. He has served in various executive positions with CSX since 1995.
From February to April, 1995, he was Executive Vice President, Finance & Administration of CSX's principal subsidiary, CSX Transportation, Inc. ("CSXT"), which provides rail
transportation services. Prior thereto he served as Senior Vice PresidentFinance of CSXT since 1991.

Ernest A. Häberlihas been Executive Vice President and Chief Financial Officer of Fort James Corporation since the 1997
merger of Fort Howard Corporation and James River Corporation. Prior to the merger, he was Senior Vice President, Strategy, for James River, since 1996. From 1990 to 1995, he served as President of
Pet International. He also held various executive positions in strategic planning

57

---

and development and international business management with Kraft General Foods, Kraft International and Kraft, Inc. since 1985. He is currently a director of Fort James Corporation.

Richard L. Huberhas been Managing Director, Chief Executive Officer and Principal of the Latin American direct investment group
Norte-Sur Partners and Senior Director of Kissinger McLarty
Associates, a strategic advisory firm that assists international businesses since January 2001. Mr. Huber, has approximately forty years of investment and merchant banking, international
business, and management experience, and was most recently Chief Executive Officer of Aetna, Inc. Before joining Aetna in 1995, he held executive positions with Chase Manhattan Bank, Citibank,
Bank of Boston, and Continental Bank. Mr. Huber is also a Director of Perez Companc S.A., the largest publicly traded company in Argentina, and Chairman of UABL.

Richard E. Mayberry, Jr.has been a Managing Director of Citicorp Capital Investors, Ltd. for over five years.
Mr. Mayberry is currently a director of Brunner Mond Group plc and a number of private companies.

James P. Peteris Vice PresidentTaxes for CSX. He has served in various executive positions with CSX since 1987.

David F. Thomashas been President of 399 Venture Partners, Inc. since December 1994. In addition, Mr. Thomas has
been a Managing Director of Citicorp Venture Capital, Ltd., an affiliate of 399 Venture Partners, Inc., for over five years. Mr. Thomas is currently a director of Lifestyles
Furnishings International Ltd., Anvil Knitwear, Inc., Neenah Foundry Company, Plainwell, Inc. and Sleepmaster LLC.

58

---



ITEM 11. EXECUTIVE COMPENSATION.

Executive Compensation

The following table sets forth information concerning the annual and long-term compensation for services in all capacities to ACL, or its
subsidiary companies or their predecessors for 1998 through 2000 of those persons who served as (i) the chief executive officer during 2000 and (ii) the other four most highly
compensated executive officers for 2000 (collectively, the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

|                                                                           |  |                |  |   |                         |  |   |                         |        | Long-Term Compensation |                    | 
|-------------------------------------------------------------------------- |  | -------------- |  | - | ----------------------- |  | - | ----------------------- | ------ | ---------------------- | ------------------ | 
|
|
|
|
|Michael C. Hagan
President and CEO                                         |  | 2000
1999
1998 |  | $ | 315,000
315,000
315,000 |  | $ | 0
767,525
885,178       | (6)(6) | $                      | 9,240
11,065
7,580 | 
|Daniel J. Marquitz
Sr. Vice PresidentMarketing Services (Retired, 3/2000) |  | 2000
1999
1998 |  | $ | 55,000
220,000
203,125  |  | $ | 300,000
707,459
474,186 |        | $                      | 2,310
10,072
5,594 | 
|James F. Farley
Sr. Vice PresidentMarketing Services (Appointed, 3/2000)  |  | 2000
1999
1998 |  | $ | 156,250                 |  | $ | 40,000                  |        | $                      | 8,140              | 
|William N. Whitlock
Sr. Vice PresidentLogistic Services                   |  | 2000
1999
1998 |  | $ | 161,000
161,000
161,000 |  | $ | 0
332,157
379,157       |        | $                      | 9,240
9,009
5,117  | 
|Michael A. Khouri
Sr. Vice PresidentTransportation Services               |  | 2000
1999
1998 |  | $ | 159,500
152,000
145,400 |  | $ | 0
293,164
335,664       |        | $                      | 9,240
9,540
9,010  | 
|James J. Wolff
Sr. Vice PresidentFinance and CFO                          |  | 2000
1999
1998 |  | $ | 155,000
155,000
144,000 |  | $ | 0
285,737
327,737       |        | $                      | 9,240
9,540
8,340  | 

---

59

---

No Named Executive Officer received option grants in 2000.

The
following table sets forth the number of securities underlying unexercised options held by each of the Named Executive Officers and the value of such options at the end of fiscal
2000:

FISCAL YEAR END OPTION VALUES

|Name                |  | Shares Acquired
on Exercise |  | Value
Realized |        | Number of
Securities
Underlying
Unexercised Options
at Fiscal Year-End
Exercisable/
Unexercisable |               | Value of Unexercised
In-the-Money Options
At Fiscal Year-End
(1) Exercisable/
Unexercisable (2)
|------------------- |  | --------------------------- |  | -------------- | ------ | ------------------------------------------------------------------------------------------------- | ------------- | -----------------------------------------------------------------------------------------------
|Michael C. Hagan    |  |                             |  |                |        |                                                                                                   | 94,002/23,331 |                                                                                                
|Daniel J. Marquitz  |  |                             |  |                |        |                                                                                                   | 44,534/12,699 |                                                                                                
|James F. Farley     |  |                             |  |                |        |                                                                                                   | N/A           |                                                                                                
|William N. Whitlock |  |                             |  |                |        |                                                                                                   | 42,466/10,500 |                                                                                                
|Michael A. Khouri   |  | 1,800                       |  | $              | 10,350 |                                                                                                   | 40,654/8,782  |                                                                                                
|James J. Wolff      |  |                             |  |                |        |                                                                                                   | 18,734/9,181  |                                                                                                

---

Each
of the Named Executive Officers and certain other management employees of ACL are beneficiaries of a severance pay plan of ACL (the "Severance Plan") pursuant to which those
employees under certain circumstances will receive either one year or two years' of base salary, bonus and benefits upon their termination of employment with ACL. This plan by its terms remained in
effect until April 17, 2000. ACL also has a salary continuation plan (the "Salary Continuation Plan") whereby supplemental retirement benefits are paid as a function of final pay, some of which
are paid in lieu of a former life insurance benefit.

Prior
to the Recapitalization, the Named Executive Officers, and other eligible employees, were beneficiaries of certain benefit plans established by CSX. ACL intends to continue
these benefit plans, which consist of (i) a special retirement plan (the "Special Retirement Plan") whereby certain employees have certain additional compensation covered, and can obtain past
or extra service credits for purposes of the qualified pension plan described below in the "Pension Plan Table;" and (ii) a supplementary savings plan (the "Supplementary Savings Plan") which
permits deferrals of a portion of salary and bonus payments and matching contributions for those deferrals to negate the effect of Internal Revenue Code limits on qualified plan contributions.

Pension Plans

The pension plan table provided below sets forth estimated annual benefits payable, before offset for the Social Security annuity, by ACL to any officer or
salaried employee upon retirement at the normal retirement age after selected periods of service and in specified compensation groups.

60

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PENSION PLAN TABLE(1)

Years of ServiceFive Consecutive Year
Average Compensation15

20

25

30

35$
125,000

$
27,396

$
36,771

$
46,146

$
55,521

$
64,896150,000


32,875


44,125


55,375


66,625


77,875175,000


38,354


51,479


64,604


77,729


90,854200,000


43,833


58,833


73,833


88,833


103,833225,000


49,313


66,188


83,063


99,938


116,813250,000


54,792


73,542


92,292


111,042


129,792275,000


60,271


80,896


101,521


122,146


142,771300,000


65,750


88,250


110,750


133,250


155,750325,000


71,229


95,604


119,979


144,354


168,729350,000


76,708


102,958


129,208


155,458


181,708375,000


82,188


110,313


138,438


166,563


194,688400,000


87,667


117,667


147,667


177,667


207,667425,000


93,146


125,021


156,896


188,771


220,646450,000


98,625


132,375


166,125


199,875


233,625475,000


104,104


139,729


175,354


210,979


246,604500,000


109,583


147,083


184,583


222,083


259,583


---



Benefit Plans

ACL maintains various qualified and non-qualified benefit plans for its employees. All salaried, full time employees are covered or will be covered
by an ERISA qualified defined benefit retirement plan

61

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and are eligible to participate in a 401(k) savings plan that includes a partial company match feature. Hourly employees with certain of ACL's subsidiaries have separate ERISA qualified
defined benefit plans and are eligible to participate in separate 401(k) savings plans.

ACL
maintains a self-insured general welfare health plan for employees. The plan has appropriate levels of employee deductible, and maximum benefit levels. Employees may
elect to participate in certain approved HMO plans in lieu of ACL sponsored plan.

ACL
has provided to certain members of management various non-qualified benefit and deferred compensation plans. These plans include deferred salary plans, deferred bonus
plans, salary continuation with whole life plans and, prior to the Recapitalization, participation in certain CSX stock bonus plans, stock option plans and stock purchase/loan plans.

ACL
reserves the right to add, amend, change, tie off and/or terminate any or all qualified or non-qualified benefit plans at any time and to alter, amend, add to and/or
restrict employee participation to the extent permitted by applicable federal or state law or regulation.

Compensation of Board of Managers

ACL will reimburse members of the Board of Managers for any out-of-pocket expenses incurred by them in connection with services
provided in such capacity. In addition, ACL may compensate members of the Board of Managers for services provided in such capacity. Mr. Wagstaff received a salary from ACL for duties performed
as an employee during 1998 and 1999.

62

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ITEM 12. SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Security Ownership

The Parent owns all of the outstanding equity interests of ACL. The following table sets forth certain information regarding the approximate beneficial
ownership of the Parent's equity interests at year end held by (i) each person (other than members of the Board of Managers and executive officers of ACL) known to ACL to be the owner of more
than 5% of the outstanding voting membership interests of the Parent, (ii) the Named Executive Officers, (iii) members of the Board of Managers of ACL and (iv) members of the
Board of Managers and executive officers of ACL as a group.

|Name of
Beneficial Owner                            |  | Number of
Non-Voting
Senior
Preferred
Membership
Interests |  | Percentage of
Non-Voting
Senior
Preferred
Membership
Interests |   | Number of
Non-Voting
Junior
Preferred
Membership
Interests |  | Percentage of
Non-Voting
Junior
Preferred
Membership
Interests |   | Number of
Non-Voting
Senior
Common
Membership
Interests |  | Percentage of
Non-Voting
Senior
Common
Membership
Interests |   | Number of
Non-Voting
Junior
Common
Membership
Interests |  | Percentage of
Non-Voting
Junior
Common
Membership
Interests |   | Number of
Voting
Junior
Common
Membership
Interests |  | Percentage of
Voting
Junior
Common
Membership
Interests |  
|--------------------------------------------------- |  | ---------------------------------------------------------- |  | -------------------------------------------------------------- | - | ---------------------------------------------------------- |  | -------------------------------------------------------------- | - | ------------------------------------------------------- |  | ----------------------------------------------------------- | - | ------------------------------------------------------- |  | ----------------------------------------------------------- | - | --------------------------------------------------- |  | ------------------------------------------------------- | -
|399 Venture Partners, Inc.                          |  |                                                           |  |                                                               |   | 4,480,824                                                  |  | 44.5                                                           | % | 214,908                                                 |  | 63.4                                                        | % | 47,059                                                  |  | 48.2                                                        | % | 1,430                                               |  | 14.3                                                    | %
|CSX Corporation                                     |  | 11,500,000                                                 |  | 100.0                                                          | % | 3,899,393                                                  |  | 38.8                                                           | % |                                                        |  |                                                            |   | 30,389                                                  |  | 31.1                                                        | % | 3,400                                               |  | 34.0                                                    | %
|Stuart Agranoff                                     |  |                                                           |  |                                                               |   |                                                           |  |                                                               |   |                                                        |  |                                                            |   |                                                        |  |                                                            |   | 1,500                                               |  | 15.0                                                    | %
|Steven Anderson                                     |  |                                                           |  |                                                               |   |                                                           |  |                                                               |   |                                                        |  |                                                            |   |                                                        |  |                                                            |   | 1,500                                               |  | 15.0                                                    | %
|James F. Farley                                     |  |                                                           |  |                                                               |   | 7,261                                                      |  | *                                                              |   |                                                        |  |                                                            |   | 263                                                     |  | *                                                           |   |                                                    |  |                                                        |  
|Michael C. Hagan                                    |  |                                                           |  |                                                               |   | 43,568                                                     |  | *                                                              |   |                                                        |  |                                                            |   |                                                        |  |                                                            |   | 1,579                                               |  | 15.8                                                    | %
|Michael A. Khouri                                   |  |                                                           |  |                                                               |   | 14,523                                                     |  | *                                                              |   |                                                        |  |                                                            |   | 405                                                     |  | *                                                           |   | 121                                                 |  | 1.2                                                     | %
|Richard E. Mayberry, Jr.                            |  |                                                           |  |                                                               |   | 49,545                                                     |  | *                                                              |   | 9,263                                                   |  | 2.7                                                         | % | 750                                                     |  | *                                                           |   | 22                                                  |  | *                                                       |  
|David F. Thomas                                     |  |                                                           |  |                                                               |   | 148,636                                                    |  | 1.5                                                            | % | 1,144                                                   |  | *                                                           |   | 1,362                                                   |  | 1.4                                                         | % | 41                                                  |  | *                                                       |  
|David Wagstaff III                                  |  |                                                           |  |                                                               |   | 11,618                                                     |  | *                                                              |   | 28,753                                                  |  | 8.5                                                         | % | 422                                                     |  | *                                                           |   | 31                                                  |  | *                                                       |  
|William N. Whitlock                                 |  |                                                           |  |                                                               |   | 17,427                                                     |  | *                                                              |   |                                                        |  |                                                            |   | 632                                                     |  | *                                                           |   |                                                    |  |                                                        |  
|James J. Wolff                                      |  |                                                           |  |                                                               |   | 14,523                                                     |  | *                                                              |   |                                                        |  |                                                            |   | 526                                                     |  | *                                                           |   |                                                    |  |                                                        |  
|Board of Managers and Executive Officers as a Group |  |                                                           |  |                                                               |   | 363,739                                                    |  | 3.6                                                            | % | 10,407                                                  |  | 3.1                                                         | % | 6,492                                                   |  | 6.7                                                         | % | 1,763                                               |  | 17.6                                                    | %

---

63

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Affiliate Agreements

ACL has entered into agreements or arrangements with CSX, subsidiaries of CSX and Vectura. These agreements and business arrangements are for the purpose of
either providing or obtaining rail services for multi-modal transportation packages, real estate and office lease arrangements (of approximately $40,000 from CSX to ACL for certain office lease
payments) and provision of certain transitional administrative services (of approximately $200,000 from ACL to CSX for transition services), as described herein. Also, ACL leases certain barges from
JEM Transportation, Inc., which received payments from ACL in the amount of $347,700 in 2000. Daniel J. Marquitz, a former executive officer of ACL, is a principal in JEM
Transportation, Inc.

ACL's
arrangements described above are each on terms and conditions that ACL believes are in the aggregate not materially more burdensome to ACL than would be obtained
on an arm's-length basis among unaffiliated parties.

Parent Limited Liability Company Agreement

Upon the consummation of the Recapitalization, CSX and other investors (collectively, the "Members") entered into the LLC Agreement. The LLC Agreement governs
the relative rights and duties of the Members. The following description summarizes certain terms of the LLC Agreement. The following description does not purport to be complete and is qualified in
its entirety by reference to the LLC Agreement.

The
business and affairs of the Parent are managed by a Board of Managers having duties comparable to a corporate board of directors. The Board of Managers is composed of ten
individuals as follows: four shall be designated by CSX, two shall be designated by Vectura and National Marine collectively (the "Vectura Parties"), one shall be the current CEO of the Parent, one
shall be the current CEO of Vectura and two shall be independent of CSX and Vectura (and their affiliates) designated by holders
of a majority of the voting Junior Common Membership Interests. CSX's and the Vectura Parties' rights to designate individuals to the Board of Managers is dependent in part on such party's continuing
to hold membership interests of the Parent in specified amounts.

As
long as CSX holds specified amounts of Parent membership interests, CSX is entitled to veto rights with respect to the following transactions, howsoever directly or indirectly
structured, subject to certain exceptions: (i) any merger or other acquisition transaction (other than the acquisition of new capital assets as part of the regular capital budgeting process)
involving consideration of $250 million or more; (ii) any transaction through which the Parent, ACL or its subsidiary would become a Subchapter C corporation (other than certain
specified transactions); (iii) any amendment to the limited liability company agreement of the Parent, ACL or its subsidiary which would adversely affect CSX; (iv) any definition of
"Excess Cash Flow," "Restricted Payments" and "Change of Control" (and related definitions regarding the Senior Preferred Membership Interests) in financing agreements; and (v) transactions
with affiliates.

As
long as the Vectura Parties hold specified amounts of Parent membership interests and subject to CSX's veto rights described above, the Vectura Parties are entitled to veto rights
with respect to the following transactions, howsoever directly or indirectly structured, subject to certain exceptions: (i) certain material financings, acquisitions, divestitures, public
equity offerings or capital expenditures; (ii) equity investment programs for management of the Parent and its subsidiaries; and (iii) transactions with affiliates. In addition, the
Vectura Parties will have the right, subject to CSX's veto rights, to cause an Initial Public Offering or Sale of ACL (each as defined in the LLC Agreement).

Membership Interests.The Parent issued Senior Preferred Membership Interests, Junior Preferred Membership Interests,
Senior Common Membership Interests and Junior Common Membership

64

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Interests in amounts sufficient to consummate the Recapitalization. The Senior Preferred Membership Interests and the Junior Preferred Membership Interests are collectively referred to as the
"Preferred Membership Interests" and the Senior Common Membership Interests and the Junior Common Membership Interests are collectively referred to as the "Common Membership Interests." The Junior
Common Membership Interests are divided into voting membership interests and non-voting membership interests of the Parent, and collectively represent the residual future profits interests
in the Parent. The holders of non-voting Junior Common Membership Interests may at any time, by a majority vote of such holders, convert all such interests into voting Junior Common
Membership Interests. Holders of the Preferred Membership Interests are entitled to return of capital contributions prior to any distributions made to holders of the Common Membership Interests. Each
Preferred Membership Interest has an initial Redemption Value of $100, which compounds annually at the rate per year of 11.02% (the "Preferred Rate"). The Senior Common Membership Interests represent
an aggregate capital interest of $3,389,091 and an aggregate future profits interest in the Parent of $32,500,000 (subject to certain adjustments) and accrue a compounded annual yield at the Preferred
Rate on a
notional principal amount of $35,889,091. As to dividends, distributions and liquidations, except as otherwise provided and except with respect to redemptions of Membership Interests held by
Management Investors upon their termination, Senior Preferred Membership Interests rank senior to Junior Preferred Membership Interests, Junior Preferred Membership Interests rank senior to Senior
Common Membership Interests and Senior Common Membership Interests rank senior to Junior Common Membership Interests. At the Parent's option, Senior Preferred Membership Interests may be exchanged
into current-pay subordinated notes containing the same features as such Membership Interests at any time contemporaneously with or following the Parent's conversion to a Subchapter C
corporation. Senior Preferred Membership Interests have the benefit of covenants respecting restricted payments (providing that the Parent may pay no cash in respect of any membership interests
ranking junior in priority to the Senior Preferred Membership Interests until all Senior Preferred Membership Interests have been redeemed, except with respect to redemptions of membership interests
held by Management Investors upon their termination or tax distributions pursuant to the LLC Agreement), affiliate transactions, no issuance of membership interests senior in priority to the Senior
Preferred Membership Interests and delivery of financial statements. Junior Common Membership Interests are allocated into voting and non-voting interests. All other classes of membership
interests will be non-voting, except as otherwise explicitly provided or as provided by law. The Parent will mandatorily redeem all Senior Preferred Membership Interests and Junior
Preferred Membership Interests in year 15 at the amount of the Redemption Value (plus accrued and unpaid yield thereon) of such membership interests at such time. Optional redemptions of such
membership interests and Senior Common Membership Interests shall be permitted at the Parent's option at any time, subject to the priority of such membership interests (other than in certain cases),
without premium or penalty, provided that CSX's consent will be required to redeem its Senior Preferred Membership Interests in certain cases. Holders of Preferred Membership Interests have the option
to have such interests redeemed at the Redemption Value as defined in the LLC Agreement (plus accrued but unpaid yield thereon) upon consummation of a Change of Control.

In
addition, the LLC Agreement: (i) restricts the transfer of the equity interests of the Parent; (ii) grants tag-along rights on certain transfers of equity
interests of the Parent (as described below); (iii) requires CSX and the Investors to consent to a sale of the Parent to an independent third party if such sale is approved by the Board of
Managers of the Parent (as described below); and (iv) grants preemptive rights on certain issuances of equity interests of the Parent. Certain of the foregoing provisions of the LLC Agreement
will terminate upon the consummation of a Qualified Public Offering or a Sale of ACL (each as defined in the LLC Agreement).

The
Vectura Parties and CSX may participate pro rata (based on ownership of Junior Common Membership Interests) in any sale or transfer of Parent equity securities by the other (other
than certain specified transactions) and in any control transaction howsoever structured, subject to certain

65

---

limitations. In addition, CSX may participate pro rata (based on ownership of Junior Preferred Membership Interests) in any sale or transfer of Junior Preferred Membership Interests by the Vectura
Parties, subject to certain limitations. In the event of a sale of all of the Parent approved by its Board
of Managers (whether by sale of membership interests, all or substantially all assets or businesses, merger or otherwise), each holder of membership interests shall consent to, approve and participate
in such transaction on the same terms and conditions. Any such transaction shall also be a Change of Control, and any such transaction which would not also otherwise trigger tag-along
rights shall trigger a liquidation of the Parent.

Distributions.The holders of Senior Preferred Membership Interests are entitled to receive distributions from the
Parent in an amount equal to the Redemption Value (plus accrued and unpaid yield thereon) of such interests prior to distributions (other than Tax Distributions described below) in respect of any
other membership interests of the Parent. The holders of Junior Preferred Membership Interests are entitled to receive distributions from the Parent in an amount equal to the Redemption Value (plus
accrued and unpaid yield thereon) of such interests prior to distributions (other than Tax Distributions described below) in respect of any other membership interests of the Parent, except Senior
Preferred Membership Interests.

Subject
to certain restrictions contained in the LLC Agreement and any restrictions contained in any financing agreements to which the Parent is a party, and subject to the
requirement of quarterly Tax Distributions described below, the Board of Managers may make distributions, whether in cash, property or securities of the Parent, at any time or from time to time, in
the following order of priority: first, to the holders of Senior Preferred Membership Interests, an amount determined by the Redemption Value (plus accrued and unpaid yield thereon) of such interests
(as defined and described in the LLC Agreement); second, to the holders of Junior Preferred Membership Interests, an amount determined by the Redemption Value (plus accrued and unpaid yield thereon)
of such interests (as defined and described in the LLC Agreement); third, pro rata to the holders of the Senior Common Membership Interests to the extent of any unpaid yield (based on a notional
principal amount of $35.9 million) and principal (based on a notional principal amount of $35.9 million) thereon; and fourth, thereafter, pro rata in accordance with Capital Accounts (as
defined in the LLC Agreement) or a cash waterfall producing identical results.

ACL's
operations are conducted in the form of a limited liability company. As a result, in general, neither ACL nor the Parent is subject to U.S. federal or state
income taxes. Instead, taxable income from the operations of ACL and its noncorporate subsidiaries are allocated to the equity holders of the Parent, and such holders are directly liable for income
taxes on such income. The LLC Agreement requires the Parent to make quarterly distributions ("Tax Distributions") to its members to enable each member to satisfy some or all of its tax liability
resulting from its equity interest in the Parent. Tax Distributions to each member generally will be computed by multiplying the taxable income allocated to the member from the Parent by the assumed
tax rate applicable to that member. The assumed tax rate (i) for a corporate member will be the highest marginal federal income tax rate applicable to a corporation plus 2.3%, and
(ii) for each other member will be an assumed highest marginal blended federal, state and local income tax rate applicable to an individual. Such distributions are permitted under the
Indenture.

Tax
Distributions otherwise payable to CSX under the above formula may be reduced (to not below zero) in three ways. First, CSX's tax distributions will be reduced by
$4.0 million in each of ACL's first five years of operation and by $6 million in each of its following four years of operation (the "Annual Exclusion"). Second, any income
allocated by the Parent to CSX in respect of the accruing yield on the Senior Preferred Membership Interests held by CSX will be excluded from the computation of CSX's tax distributions. Third, taxes
incurred by CSX attributable to the recognition of Built-In Gain (through asset sales or otherwise) will in some circumstances be excluded from the computation of CSX's tax distributions.
For this purpose, "Built-In Gain" means the excess of the fair

66

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market value of the assets originally contributed by CSX to ACL as of the date of the Recapitalization over the tax basis of those assets measured as of the date of contribution. In general, subject
to certain exceptions and limitations, upon the recognition of any Built-In Gain by CSX, the Parent may elect to either (i) accelerate the Annual Exclusion to the extent of any
resulting tax in inverse chronological order beginning with year nine, (ii) distribute to CSX in the year in which the Built-In Gain is recognized an additional Tax Distribution
equal to one-half of the resulting tax to CSX, or (iii) make additional distributions to CSX on its Senior Preferred Membership Interests (in the amount of the resulting
Built-In Gain tax) by accelerating prior to year nine the time at which such distributions would otherwise be required to commence under the LLC Agreement.

CSX
is also entitled to Tax Distributions in such amount as is required so that CSX's "unreimbursed tax amount" does not exceed $85.0 million. CSX's unreimbursed tax amount is
the excess of its taxes at the assumed corporate tax rate on taxable income allocated to CSX by the Parent (excluding allocations in respect of the accruing yield on the Senior Preferred Membership
Interests and allocations of Built-In Gain arising by reason of certain extraordinary transactions) over Tax Distributions. In addition, CSX is entitled to Tax Distributions equal to the
tax at the assumed corporate tax rate on any Built-In Gain arising from a sale-leaseback transaction. Further, as part of the tax distribution provisions of the LLC Agreement,
the Senior Preferred Membership Interests are entitled to distributions beginning at the end of year nine in an amount equal to the product of the assumed corporate tax rate and the Senior Preferred
Membership Interest annual accrual, including the full annual accrual for year nine.

In
certain circumstances, it is possible that the distributions referred to in the foregoing paragraphs could exceed the combined federal, state, local and foreign income taxes that
would be payable with respect to taxable income of ACL for any given period if it were a Delaware corporation filing separate tax returns. Such distributions are permitted under the Indenture.

The
Senior Preferred Membership Interests are entitled to distributions beginning in year six equal to the lesser of excess cash flow and an annual limit. The annual limit is
$7.5 million in each of years six through ten and $10 million in each of years 11 through 15, increased in any year by the excess, if any,
of the annual limit for prior years over the amounts distributed in such prior years as described in this paragraph.

Liquidating
distributions will be made among the members pro rata in accordance with capital accounts or a cash waterfall producing identical results.

Parent Registration Rights Agreements

The Parent, CSX Brown Corp. ("CSX Brown"), an affiliate of CSX, and the Investors, entered into a registration rights agreement (the "Parent Registration
Rights Agreement"). Under the Parent Registration Rights Agreement, CSX Brown and the Vectura Parties have the right, subject to certain conditions, to require the Parent to register any or all of
their common equity interests of the Parent under the U.S. Securities Act of 1933, as amended (the "Securities Act") at the Parent's expense. In addition, all holders of registrable securities are
entitled to request the inclusion of any Common Membership Interests of the Parent subject to the Parent Registration Rights Agreement in any registration statement (excluding certain registration
statements, including any registration statement in connection with an Initial Public Offering (as defined in the Parent Registration Rights Agreement)) at the Parent's expense whenever the Parent
proposes to register any of its Common Membership Interests under the Securities Act. In connection with all such registrations, the Parent has agreed to indemnify all holders of registrable
securities against certain liabilities, including liabilities under the Securities Act.

67

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Transition Services Agreement

ACL and CSX entered into a transition services agreement (the "Transition Services Agreement"), pursuant to which CSX provided to ACL certain services that it
had previously provided to its predecessor. Such transitional services have been provided since the Recapitalization and have included general accounting, legal and computer systems support, tax
planning and benefits administration, as well as various other transitional services.

Other Arrangements

ACL, CSX and Vectura and their respective affiliates have agreed to indemnify each other with respect to liabilities related to their respective businesses
pursuant to the Recapitalization.

68

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PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.





All
other schedules are omitted because they are not applicable, not significant or not required, or because the required information is included in the financial statement notes
thereto.

|Exhibit
No. |  | Description                                                                                                                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1        |  | Recapitalization Agreement dated as of April 17, 1998 by and among CSX, Vectura, the Parent, ACL and National Marine (incorporated by reference to Exhibit 2.1 of the registrant's Registration Statement on Form S-4,
as amended (Registration No. 333-62227)).
|3.1        |  | Certificate of Formation of the Parent (incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form S-4, as amended (Registration No. 333-62227)).                                                                              
|3.2        |  | Form of Certificate of Formation of ACL and the Subsidiary Guarantors (incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form S-4, as amended (Registration No. 333-62227)).                                               
|3.3        |  | Form of Limited Liability Company Agreement for the Subsidiary Guarantors (incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form S-4, as amended (Registration No. 333-62227)
).                                          
|3.4        |  | Amended and Restated Limited Liability Company Agreement of the Parent (incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form S-4, as amended (Registration No. 333-62227)
).                                             

69

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|3.5   |  | Amended and Restated Limited Liability Company Agreement of ACL (incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form S-4, as amended (Registration No. 333-62227)).                                                                                                                                                       
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.6   |  | Certificate of Incorporation of ACL Capital (incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form S-4, as amended (Registration No. 333-62227)).                                                                                                                                                                           
|3.7   |  | By-laws of ACL Capital (incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form S-4, as amended (Registration No. 333-62227)).                                                                                                                                                                                                
|4.1   |  | Indenture dated as of June 30, 1998 by and among ACL, ACL Capital and the Subsidiary Guarantors and the United States Trust Company of New York, as trustee (incorporated by reference to Exhibit 3.1 of the registrant's
Registration Statement on Form S-4, as amended (Registration No. 333-62227)).                                                           
|4.2   |  | Purchase Agreement dated as of June 23, 1998 among ACL, ACL Capital and the Subsidiary Guarantors, Wasserstein Perella Securities, Inc. and Chase Securities Inc. (incorporated by reference to Exhibit 3.1 of the
registrant's Registration Statement on Form S-4, as amended (Registration No. 333-62227)).                                                     
|4.3   |  | Registration Rights Agreement dated as of June 23, 1998 by and among ACL, ACL Capital and the Subsidiary Guarantors, Wasserstein Perella Securities, Inc. and Chase Securities Inc. (incorporated by reference to Exhibit 3.1
of the registrant's Registration Statement on Form S-4, as amended (Registration No. 333-62227)).                                   
|4.4   |  | Registration Rights Agreement dated as of June 30, 1998 by and among ACL, Vectura, National Marine, CSX Brown, Stuart Agranoff and Steven Anderson and each Person whose name is set forth on Schedule I therein
(incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form S-4, as amended (Registration No. 333-62227)).      
|10.1  |  | Credit Agreement dated as of June 30, 1998 among ACL, the Parent, the Lenders (as defined therein) and The Chase Manhattan Bank, as issuing bank, as administrative agent, as security trustee and as collateral agent
(incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form S-4, as amended (Registration No. 333-62227)).
|*10.2 |  | Employment Agreement between ACL and Daniel J. Marquitz dated October 19, 1998 (incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form S-4, as amended (Registration No. 333-62227)
).                                                                                                                                       
|*10.3 |  | Employment Agreement between CSX and Michael C. Hagan dated February 1, 1995 (incorporated by reference to Exhibit 10.3 of the registrant's 1998 Annual report on Form 10-K dated March 25, 1999 (Registration No. 333-62227)
).                                                                                                                                  
|*10.4 |  | Stock Purchase and Loan Plan, as amended (incorporated by reference to Exhibit 10.14 of CSX's 1998 Annual Report on Form 10-K dated March 3, 1999 (File No. 333-28523)).                                                                                                                                                                                          
|*10.5 |  | 1987 Long-Term Performance Stock Plan, as amended (incorporated by reference to Exhibit 10.15 of CSX's 1998 Annual Report on Form 10-K dated March 3, 1999 (File No. 333-28523)).                                                                                                                                                                                 
|*10.6 |  | 1985 Deferred Compensation Program for Executives of CSX Corporation and Affiliated Companies, as amended (incorporated by reference to Exhibit 10.16 of CSX's 1998 Annual Report on Form 10-K dated March 3, 1999 (File No.
333-28523)).                                                                                                                         

70

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|*10.7  |  | Supplementary Savings Plan and Incentive Award Deferral Plan for Eligible Executives of CSX Corporation and Affiliated Companies, as amended (incorporated by reference to Exhibit 10.17 of CSX's 1998 Annual Report on Form
10-K dated March 3, 1999 (File No. 333-28523)).
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*10.8  |  | Special Retirement Plan of CSX Corporation and Affiliated Companies, as amended (incorporated by reference to Exhibit 10.18 of CSX's 1998 Annual Report on Form 10-K dated March 3, 1999 (File No. 333-28523)).                                                             
|*10.9  |  | Supplemental Retirement Plan of CSX Corporation and Affiliated Companies, as amended (incorporated herein by reference to Exhibit 10.19 of CSX's 1998 Annual Report on Form 10-K dated March 3, 1998 (File No. 333-28523)
).                                                
|*10.10 |  | American Commercial Lines, Inc. Severance Pay Plan (incorporated by reference to Exhibit 2.1 of the registrant's Registration Statement on Form S-4, as amended (Registration No. 333-62227)).                                                                              
|*10.11 |  | American Commercial Barge Line Company Salary Continuation Plan, as amended Plan (incorporated by reference to Exhibit 2.1 of the registrant's Registration Statement on Form S-4, as amended (Registration No. 333-62227)
).                                               
|*10.12 |  | Employment Agreement between ACL and David Wagstaff III dated June 25,1999 (incorporated by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q for the period ending July 2, 1999 dated August 10,
1999 (File No. 333-62227)).                     
|*10.13 |  | Consulting Agreement between ACL and David Wagstaff III dated October 1, 1999.                                                                                                                                                                                              
|10.14   |  | Amendment No. 1, Waiver and Agreement to Credit Agreement.                                                                                                                                                                                                                  
|10.15   |  | Amendment and Waiver No. 2 to Credit Agreement.                                                                                                                                                                                                                             
|10.16   |  | Consent and Waiver No. 3 to Credit Agreement.                                                                                                                                                                                                                               
|10.17   |  | Amendment No. 4, Consent and Waiver to Credit Agreement.                                                                                                                                                                                                                    
|10.18   |  | Amendment No. 5, Waiver and Agreement to Credit Agreement.                                                                                                                                                                                                                  
|21.1    |  | Subsidiaries of ACL.                                                                                                                                                                                                                                                        
|99.1    |  | Risk Factors.                                                                                                                                                                                                                                                               
|99.2    |  | Report of Arthur Anderson LLP, Independent Public Accountants, on the financial statements of Global Materials Services LLC for the year ended December 31, 1999.                                                                                                           

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71

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

| |  | AMERICAN COMMERCIAL LINES LLC(Registrant)
| |  | -----------------------------------------
| |  | By:                                      

March 29, 2001

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
indicated on March 30, 2000.

|Name                                        |  | Title                                                                                                                 
|------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------
|/s/MICHAEL C. HAGANMichael C. Hagan         |  | President, Chief Executive Officer, and Member of Board of Representatives of the Parent (Principal Executive Officer)
|/s/JAMES J. WOLFFJames J. Wolff             |  | Senior Vice PresidentFinance and Administration, Chief Financial Officer (Principal Financial and Accounting Officer)
|/s/DAVID WAGSTAFF IIIDavid Wagstaff III     |  | Chairman of Board of Representatives of Parent                                                                        
|/s/DAVID H. BAGGSDavid H. Baggs             |  | Member of Board of Representatives of Parent                                                                          
|/s/ELLEN M. FITZSIMMONSEllen M. Fitzsimmons |  | Member of Board of Representatives of Parent                                                                          
|/s/PAUL R. GOODWINPaul R. Goodwin           |  | Member of Board of Representatives of Parent                                                                          
|/s/ERNEST A. HÄBERLIErnest A. Häberli       |  | Member of Board of Representatives of Parent                                                                          
|                                            |  |                                                                                                                       

72

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|/s/RICHARD L. HUBERRichard L. Huber                 |  | Member of Board of Representatives of Parent
|--------------------------------------------------- |  | --------------------------------------------
|/s/RICHARD E. MAYBERRY, JR.Richard E. Mayberry, Jr. |  | Member of Board of Representatives of Parent
|/s/JAMES P. PETERJames P. Peter                     |  | Member of Board of Representatives of Parent
|/s/DAVID F. THOMASDavid F. Thomas                   |  | Member of Board of Representatives of Parent

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INDEX TO EXHIBITS

|Exhibit No. |  | Description                                                                                                                                                  
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.14       |  | Amendment No. 1, Waiver and Agreement to Credit Agreement.                                                                                                   
|10.15       |  | Amendment and Waiver No. 2 to Credit Agreement.                                                                                                              
|10.16       |  | Consent and Waiver No. 3 to Credit Agreement.                                                                                                                
|10.17       |  | Amendment No. 4, Consent and Waiver to Credit Agreement.                                                                                                     
|10.18       |  | Amendment No. 5, Waiver and Agreement to Credit Agreement.                                                                                                   
|21.1        |  | Subsidiaries of ACL                                                                                                                                          
|99.1        |  | Risk Factors                                                                                                                                                 
|99.2        |  | Report of Arthur Anderson LLP, Independent Public Accounts, on the financial statements of Global Materials Services LLC for the year ended December 31, 1999

74

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