##### 





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    December 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the Transition Period
    From          to   Commission File
    Number: 1-8485
  MILACRON INC.
 (Exact name of registrant as
    specified in its charter)
  DELAWARE(State or other jurisdiction
    of
    incorporation or organization)

31-1062125(I.R.S. Employer
    Identification No.)   2090 Florence Avenue
    Cincinnati, Ohio(Address of principal
    executive offices)

45206(Zip Code)   (513) 487-5000
  (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredCommon Stock, $.01 par value per share

[New York Stock Exchange, Inc.]   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated filer
    o

Accelerated filer
    o

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

Smaller reporting
    Company þ   Rule 12b-2 o þ
      Class

Outstanding at March 12, 2008Common Stock, $.01 par value per share

5,493,223 shares   DOCUMENTS
    INCORPORATED BY REFERENCE
  Document

Parts Into Which IncorporatedProxy Statement for the Annual Meeting of Shareholders to be
    held May 8, 2008

Part III




---



##### 





MILACRON
    INC.
    2007
    FORM 10-K
   TABLE OF
    CONTENTS
  PagePART IItem 1.


Business


2Executive Officers of the Registrant


9Item 1A.


Risk Factors


10Item 1B.


Unresolved Staff Comments


14Item 2.


Properties


14Item 3.


Legal Proceedings


14Item 4.


Submission of Matters to a Vote of Security Holders


15PART IIItem 5.


Market for the Registrants Common Equity, Related
    Stockholder Matters and Issuer Purchases of Equity Securities


15Item 7.


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


16Item 7A.


Quantitative and Qualitative Disclosures About Market Risk


32Item 8.


Financial Statements


32Item 9.


Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure


88Item 9A.


Controls and Procedures


88Item 9B.


Other Information


90PART IIIItem 10.


Directors, Executive Officers and Corporate Governance


90Item 11.


Executive Compensation


91Item 12.


Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters


91Item 13.


Certain Relationships and Related Transactions, and Director
    Independence


91Item 14.


Principal Accountant Fees and Services


91PART IVItem 15.


Exhibits and Financial Statement Schedules


92Index to Certain Exhibits and Financial Statement Schedules


99Schedule II  Valuation and Qualifying Accounts
    and Reserves


100Signatures


101  1




---



##### 



PART I  Item 1.
    Business  General
    
    Machinery technologies  North America
    Machinery technologies  Europe
    Mold technologies
    Industrial fluids      History
    12-month
   2




---



##### 



Manufacturing
    Efficiency and Cost Structure
        Product
    Research and Development
    Patents
    Website
  Form 10-K Forms 10-Q 8-K
  Employees
   3




---



##### 



Segment
    Information
  Form 10-K.
  Plastics
    Technologies
  Products and Services.
  Machinery
    technologies  North America
  
    Injection molding systems, parts and services supplied from
    North America, India and China
    Blow molding systems, parts, molds and services supplied from
    North America
    Extrusion systems, parts and services supplied from North America  Machinery
    technologies  Europe
  
    Injection molding systems, parts and services supplied from
    Europe
    Blow molding systems, parts, molds and services supplied from
    Europe  Mold
    technologies
  
    Injection mold bases, related components/tooling and services
    worldwide
    MRO  maintenance, repair and operating supplies
    worldwide         4




---



##### 



next-day
  Markets.
        Geographic Sales.
  Distribution. and/or
   5




---



##### 



Customers.
  Production Facilities.
  Facility Location

Principal ProductsAhmedabad, India

Injection molding machinesBatavia, Ohio*

Injection molding machinesBlow molding machinesExtrusion systemsGreenville, Michigan*

Mold basesJiangyin, China*

Injection molding machinesLewistown, Pennsylvania

Mold componentsMadison Heights, Michigan

Hot runner systemsMagenta, Italy*

Blow molding machinesMalterdingen, Germany

Injection molding machinesMcPherson, Kansas*

Extrusion screws and barrelsMechelen, Belgium

Mold componentsMississauga, Canada*

Extrusion screwsMt. Orab, Ohio

Plastics machinery partsPolicka, Czech Republic*

Blow molding machinesTecumseh, Michigan*

Molds for blow moldingWindsor, Canada

Mold basesYoungwood, Pennsylvania

Mold bases and components     *
    
    Leased    1 2
  Competition.
 6




---



##### 



Industrial
    Fluids
  Products and Services.
        Markets.
      Geographic Sales.
  Distribution.
  Customers.
   7




---



##### 



Production Facilities.
  Facility Location

ProductsCincinnati, Ohio

Metalworking fluidsLivonia, Michigan

Process cleaners, corrosion inhibitors, specialty productsSturgis, Michigan

Metalforming fluidsUlsan, South Korea

Metalworking fluidsVlaardingen, The Netherlands

Metalworking fluids     1 2
  Competition.
 8




---



##### 



Executive
    Officers of the Registrant    Positions Held DuringName and Age

Position

Last Five YearsRonald D. Brown
    (54)

Chairman, President and Chief Executive Officer

Elected Chairman, President and Chief Executive Officer in
    2001.  Has served as a Director since 1999.Ross A. Anderson
    (51)

Senior Vice President  Finance and Chief Financial
    Officer

Elected Senior Vice President  Finance and Chief
    Financial Officer in 2006.   Prior thereto was Vice
    President  Finance and CFO from 2005, Vice President
    and General Manager for North American Plastics Injection
    Machinery from 2004 to 2005 and Corporate Controller from 2002
    to 2004.Hugh C. ODonnell
    (56)

Senior Vice President, General Counsel and Secretary

Elected Senior Vice President in 2004 and elected Vice
    President, General Counsel and Secretary in 1999.David E. Lawrence
    (57)

President  Global Mold Technologies

Elected President of Global Mold Technologies business in 2004.
    Prior thereto was General Manager, Global Mold Technologies from
    2003 to 2004 and General Manager North America of D-M-E, a
    Milacron subsidiary, from 1999 to 2003.Robert C. McKee
    (56)

President  Global Industrial Fluids

Elected President of Global Industrial Fluids business in 2004.
    Prior thereto was General Manager, Global Industrial Fluids from
    2002.M. Bradley Baker
    (42)

Vice President  Human Resources

Elected Vice President of Human Resources in 2004. Prior thereto
    was Director, Global Human Resources from 2002 to 2004.John C. Francy
    (43)

Vice President and Treasurer

Elected Vice President in 2004 and Treasurer in 2001.Danny L. Gamez
    (45)

Controller

Elected Controller in 2005.  Prior thereto was employed by
    subsidiaries of SPX Corporation from 2001 to 2005, most recently
    as Chief Financial Officer of SPX Cooling Technologies GmbH.  9




---



##### 



Notes:        Item 1A.
    Risk
    Factors  Form 10-K.
    Risks
    Relating to Our Liquidity and Our Indebtedness
  The
    ability to service our debt and meet pension funding
    requirements depends upon generating cash from operating
    activities and obtaining new sources of financing.
      1 2
  Our
    substantial level of indebtedness may adversely affect our
    financial condition, limit our ability to grow and compete and
    prevent us from fulfilling our obligations under our
    indebtedness.
  non-U.S. subsidiaries
 10




---



##### 




    require us to dedicate a substantial portion or even all of our
    cash flow from operations to payments on our indebtedness,
    thereby reducing the availability of our cash flow to fund
    working capital, capital expenditures, research and development
    efforts and other general corporate purposes;
    increase the amount of interest expense that we have to pay
    because some of our borrowings are at variable rates of
    interest, which, if increased, will result in higher interest
    payments;
    increase our vulnerability to existing and future adverse
    economic and industry conditions if we incur further
    indebtedness; and
    limit, along with the financial and other restrictive covenants
    in our indebtedness, among other things, our ability to borrow
    additional funds or dispose of assets.    Despite
    current indebtedness levels, we and our subsidiaries may still
    be able to incur substantially more debt. This could further
    exacerbate the risks associated with our substantial
    leverage.
    Restrictions
    and covenants in debt agreements limit our ability to take
    certain actions.
  1 2
  
    borrow money;
    use assets as security in other borrowings or transactions;
    pay dividends on capital stock or purchase capital stock;
    sell assets;
    enter into certain transactions with affiliates; and
    make certain investments or acquisitions.    Failure
    to comply with the terms of one of our debt instruments could
    result in an event of default that would result in the
    acceleration of that instrument as well as all or most of our
    other indebtedness.
   11




---



##### 



1 2 1 2
  Our
    principal U.S. defined benefit pension plan is underfunded,
    which will require us to make cash contributions to the plan for
    the next several years, which, in turn, will reduce the cash
    available for our business, and adverse capital market or
    interest rate conditions may increase our net pension
    liability.
      Ownership
    changes for U.S. federal income tax purposes will cause
    utilization of our pre-change tax loss carryforwards and other
    tax attributes to be substantially delayed, which could increase
    income tax expense and decrease available cash in future
    years.
    Risks
    Relating to Our Business
  Many
    of our customers are in cyclical industries that have
    historically experienced significant downturns, which resulted
    in substantially reduced demand for our products.
   12




---



##### 



We
    operate in highly competitive industries, many of which are
    currently subject to intense price competition, and if we are
    unable to compete successfully our results of operations could
    fail to improve or could deteriorate.
    Further
    increases in our cost structure could have an adverse effect on
    our operating results and cash flows.
    Our
    significant international operations depend to a great extent on
    the economy of the European and Asian markets and subject us to
    risks such as unfavorable political, regulatory, labor and tax
    conditions.
      We are
    subject to litigation that could have an adverse effect upon our
    business, financial condition, results of operations or
    reputation.
   13




---



##### 



If our
    common stock is delisted, it may lack a market.
  trading-day
  The
    interests of our principal shareholders may conflict with those
    of other shareholders.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Form 10-K.
  Item 3.
    Legal
    Proceedings   14




---



##### 



Item 4.
    Submission
    of Matters to a Vote of Security Holders      Proposal
    and Vote Tabulation
  Votes For

Votes Against

Abstain

Non-VotesAmendment to the Redemption Provision of the Series B
    Preferred Stock


8,524,487



125,113



9,428



Amendment to include Ohio Plastics, LLC and Certain other
    persons as Initial Investors for purposes of the
    Series B Preferred Stock


8,374,286



273,981



10,761



  PART II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities    trading-day
    Common
    Stock Price Range
  High


Low2006, quarter endedMarch 31

$
17.60


$
12.60June 30


16.40



10.00September 30


11.50



8.30December 31


10.50



6.202007, quarter endedMarch 31

$
9.80


$
5.80June 30


9.56



5.50September 30


9.05



5.73December 31


8.30



2.70   1 2
 15




---



##### 



Form 10-K)
   (a)


(b)


(c)


(d)Maximum NumberTotal Number


(or Approximateof Shares


Dollar Value) of(or Units)


Shares (or Units)Total Number of


Average Price


Purchased as


that May Yet BeShares


Paid per


Part of Publicly


Purchased Under(or Units)


Share (or


Announced Plans


the Plans orPeriod

Purchased


Unit)


or Programs(1)


Programs(1)October 1  October 31, 2007


49,775
(2)

$
6.97







November 1  November 30, 2007














December 1  December 31, 2007


84,200
(3)


8.46







Total


133,975



7.90







     (1)
    
    As of December 31, 2007, there were no publicly announced
    plans or programs to repurchase stock.(2)
    
    Represents restricted shares cancelled to cover withholding
    taxes due at vesting.(3)
    
    Represents restricted shares forfeited by the grantee due to
    termination of employment.  Form 10-K.
  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Executive
    Summary
  Company
    Overview
       16




---



##### 



Plastics
    Markets  Background and Recent History
      12-month
    Industrial
    Fluids  Recent History
  2000-2003,
  Consolidated
    2007 Results
   17




---



##### 



Opportunities
    and Challenges
    Presence
    Outside the U.S.
        Significant
    Accounting Policies and Judgments
  Form 10-K)
  Deferred
    Tax Assets and Valuation Allowances
  non-U.S. net non-U.S. assets
 18




---



##### 



non-U.S. net non-U.S. jurisdictions 
        Accounts
    Receivable, Inventory and Warranty Reserves
     19




---



##### 



Impairment
    of Goodwill and Long-Lived Assets
    non-U.S. countries
 20




---



##### 



Self-Insurance
    Reserves
      Pensions
  non-U.S. employees. non-U.S. defined
 21




---



##### 



22




---



##### 



Results
    of Operations
    Basis
    of Presentation
    Pension
    Expense and Pension Funding
      2007
    Compared to 2006
  New
    Orders and Sales
     23




---



##### 



non-U.S. markets
    Margins,
    Costs and Expenses
        Restructuring
    Costs
  Form 10-K.
 24




---



##### 



Restructuring
    Actions
  Restructuring Costs


Cash CostsYear Initiated

2007


2006


2007


2006(In millions)Machinery technologies  North AmericaAdditional machinery technologies  North America
    reductions

2007

$
2.6


$



$
.2


$
U.S. plastics headcount reductions

2006


1.0



1.5



.2



Blow molding machinery and mold making relocations

2002






.6







(1.6
)Other








.1







.13.6



2.2



.4



(1.5
)Machinery technologies  EuropeReorganization of Germany injection molding machinery facility

2006

$
1.1


$
6.5


$
2.4


$
5.2Consolidation of European sales offices

2005


2.0



1.8



1.8



1.73.1



8.3



4.2



6.9Mold technologiesSale of Fulda plant

2007

$
3.1


$



$
(2.4
)

$
Sale of MRO sales offices

2007


.2







(.3
)


Reorganization of North American operations

2006


1.1



1.6



.5



.2Further downsize Fulda plant

2006






1.8







1.3Consolidation of European operations

2005


1.1



1.8



1.6



.3Downsize Fulda plant

2004






(.1
)






European sales reorganization

2003 & 2004






.3







.4Other




.1











.25.6



5.4



(.6
)


2.4Industrial fluids and corporateCorporate headcount reductions

2007

$
.1


$



$



$
Liquidation of Japan sales office (corporate expenses)

2006






1.3







Germany and U.K. fluids blending plant closures

2005


.1



.2



.2



.1.2



1.5



.2



.1$
12.5


$
17.4


$
4.2


$
7.9     Change
    in Preferred Stock Ownership Costs
   25




---



##### 



Pension
    Plan Curtailment Costs
    Results
    By Segment
  Form 10-K.
  Machinery technologies  North America
  Machinery technologies  Europe
  Mold technologies
 26




---



##### 



Industrial Fluids
  Loss
    From Continuing Operations Before Income Taxes
    Income
    Taxes
    non-U.S. operations non-U.S. operations
  Loss
    From Continuing Operations
    Discontinued
    Operations
   27




---



##### 



Net
    Loss
    Market
    Risk
  Foreign
    Currency Exchange Rate Risk
    Interest
    Rate Risk
  1 2 1 2
    Off-Balance
    Sheet Arrangements
  Sales
    of Accounts Receivable
  non-U.S. subsidiaries
  Sales
    of Notes and Guarantees
  non-U.S. subsidiaries,
 28




---



##### 



Contractual
    Obligations
    2009 -


2011 -


BeyondTotal


2008


2010


2012


2012(In millions)Contractual ObligationsAsset-based facility borrowings due 2011

$
24.4


$
24.4


$



$



$
111/2% Senior
    Secured Notes due 2011


225.0











225.0



Interest on
    111/2% Senior
    Secured Notes due 2011


91.4



25.9



51.8



13.7



Other long-term debt


.8



.6



.2







Capital lease obligations


11.2



1.6



3.5



3.0



3.1Operating leases


25.7



11.6



9.6



2.4



2.1Purchase obligations(a)


















Other long-term liabilitiesPension plan contributions


(b
)


(b
)


(b
)


(b
)


(b
)Unfunded pension benefits(c)(d)


94.5



3.1



6.1



6.2



79.1Postretirement medical benefits(d)


4.9



.3



.5



.5



3.6Total

$
477.9


$
67.5


$
71.7


$
250.8


$
87.9     (a)
    
    We did not have any significant purchase obligations as of
    December 31, 2007.(b)
    
    The contribution required for our defined benefit pension plan
    for certain U.S. employees and retirees for 2008 is estimated to
    be between $30 million and $35 million with
    approximately $20 million due in September. Required
    contributions are estimated to be between $15 million and
    $20 million for 2009. Contributions will also be required
    in 2010 and beyond but cannot be reasonably estimated at this
    time due to the number of variable factors which impact the
    calculations.(c)
    
    Represents liabilities related to unfunded pension plans in the
    U.S. and Germany.(d)
    
    The amounts presented for unfunded pension benefits and other
    postretirement benefits reserves are estimates based on current
    assumptions and expectations. Actual annual payments related to
    these obligations can be expected to differ from the amounts
    shown.    Liquidity
    and Sources of Capital
  non-U.S. cash
     29




---



##### 



1 2
         30




---



##### 



1 2 1 2 1 2
  non-U.S. banks
          Cautionary
    Statement
   31




---



##### 




    fluctuations in market valuations of pension plan assets or
    changes in interest rates that could result in increased pension
    expense and reduced shareholders equity and require us to
    make significant cash contributions in the future;
    our ability to comply with financial and other covenants
    contained in the agreements governing our indebtedness,
    including our senior secured notes and asset based credit
    facility;
    our ability to remediate or otherwise mitigate any material
    weakness in internal control over financial reporting or
    significant deficiencies that may be identified;
    global and regional economic conditions, consumer spending,
    capital spending levels and industrial production, particularly
    in segments related to the level of automotive production and
    spending in the plastics and construction industries;
    fluctuations in currency exchange rates of U.S. and foreign
    countries, including countries in Europe and Asia where we have
    several principal manufacturing facilities and where many of our
    customers, competitors and suppliers are based;
    fluctuations in interest rates which affect the cost of
    borrowing;
    production and pricing levels of important raw materials,
    including plastic resins, which are a key material used by
    purchasers of our plastics technologies products, as well as
    steel, oil and chemicals;
    lower than anticipated levels of plant utilization resulting in
    production inefficiencies and higher costs, whether related to
    the delay of new product introductions, improved production
    processes or equipment, or labor relations issues;  
    customer acceptance of new products introduced during 2007 and
    products expected to be introduced in 2008;  
    any major disruption in production at key customer or supplier
    facilities or at our facilities;
    disruptions in global or regional commerce due to wars, to
    social, civil or political unrest in the
    non-U.S. countries
    in which we operate and to acts of terrorism, continued threats
    of terrorism and military, political and economic responses
    (including heightened security measures) to terrorism;
    alterations in trade conditions in and between the U.S. and
    non-U.S. countries
    where we do business, including export duties, import controls,
    quotas and other trade barriers;
    changes in tax, environmental and other laws and regulations in
    the U.S. and
    non-U.S. countries
    where we do business;
    litigation, claims or assessments, including but not limited to
    claims or problems related to product liability, warranty or
    environmental issues;
    our ability to satisfy our pension funding obligations for 2008
    and beyond when they become due; and
    our ability to successfully complete the implementation of our
    new Enterprise Resource Planning (ERP) system without
    significant business interruption.  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Item 8.
    Financial
    Statements   32




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF OPERATIONS
    Years ended December 31, 2007 and 2006  2007


2006(In millions, except per-share amounts)Sales

$
807.9


$
820.1Cost of products sold


644.9



668.2Cost of products sold related to restructuring


.2



.5Total cost of products sold


645.1



668.7Manufacturing margins


162.8



151.4Other costs and expensesSelling and administrative


144.6



140.2Restructuring costs


12.3



16.9Change in preferred stock ownership costs


1.9



Pension plan curtailment cost


1.9



Refinancing costs






1.8Other (income)
    expense-net


(2.7
)


(.3
)Total other costs and expenses


158.0



158.6Operating earnings (loss)


4.8



(7.2
)InterestIncome


.9



1.0Expense


(32.3
)


(31.0
)Interest-net


(31.4
)


(30.0
)Loss from continuing operations before income taxes


(26.6
)


(37.2
)Provision for income taxes


61.7



2.6Loss from continuing operations


(88.3
)


(39.8
)Discontinued operations net of income taxes


1.2



.1Net loss

$
(87.1
)

$
(39.7
)Loss applicable to common shareholders

$
(96.4
)

$
(49.1
)Earnings (loss) per common share  basic and
    dilutedContinuing operations

$
(19.48
)

$
(10.17
)Discontinued operations


.23



.02Net loss

$
(19.25
)

$
(10.15
)    33




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
 CONSOLIDATED
    BALANCE SHEET
    December 31, 2007 and 2006  2007


2006(In millions, except par value)ASSETSCurrent assetsCash and cash equivalents

$
40.8


$
38.5Notes and accounts receivable, less allowances of $7.8 in 2007
    and $7.3 in 2006


114.6



114.5InventoriesRaw materials


8.2



7.6Work-in-process
    and finished parts


96.0



88.4Finished products


75.5



74.7Total inventories


179.7



170.7Other current assets


34.9



41.9Total current assets


370.0



365.6Property, plant and equipment  net


106.4



114.3Goodwill


90.5



87.3Other noncurrent assets


36.0



83.3Total assets

$
602.9


$
650.5LIABILITIES AND SHAREHOLDERS DEFICITCurrent liabilitiesShort-term borrowings

$
26.9


$
25.5Long-term debt and capital lease obligations due within one year


2.1



2.2Trade accounts payable


92.1



77.8Advance billings and deposits


29.4



24.4Accrued and other current liabilities


76.6



82.6Total current liabilities


227.1



212.5Long-term accrued liabilities


193.3



226.5Long-term debt


231.9



232.8Total liabilities


652.3



671.8Commitments and contingencies






Shareholders deficit4% Cumulative Preferred shares


6.0



6.06% Series B Convertible Preferred Stock, $.01 par
    value (outstanding: .5 in both 2007 and 2006)


119.2



116.1Common shares, $.01 par value (outstanding: 5.5 in 2007 and
    5.2 in 2006)


.1



.1Capital in excess of par value


355.9



351.5Contingent warrants


.2



.5Accumulated deficit


(478.3
)


(381.9
)Accumulated other comprehensive loss


(52.5
)


(113.6
)Total shareholders deficit


(49.4
)


(21.3
)Total liabilities and shareholders deficit

$
602.9


$
650.5    34




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
    AND SHAREHOLDERS DEFICIT
    Years ended December 31, 2007 and 2006  2007


2006(In millions)4% Cumulative Preferred sharesBalance at beginning and end of period

$
6.0


$
6.06% Series B Convertible Preferred StockBalance at beginning of period


116.1



112.9Beneficial conversion feature


3.1



3.2Balance at end of period


119.2



116.1Common sharesBalance at beginning of period


351.6



348.5Restricted stock expense


2.5



1.1Issuance of previously unissued shares


1.9



.8Transfer of restricted stock liability balances to equity in
    connection with adoption of a new accounting standard






1.3Effect of change in method of accounting for restricted stock
    forfeitures






(.1
)Balance at end of period


356.0



351.6Contingent warrantsBalance at beginning of period


.5



.5Exercise of contingent warrants


(.3
)


Balance at end of period


.2



.5Accumulated deficitBalance at beginning of period


(381.9
)


(332.8
)Net loss for the period


(87.1
)


(39.7
)Dividends declared or accrued4% Cumulative Preferred shares


(.2
)


(.2
)6% Series B Convertible Preferred Stock


(6.0
)


(6.0
)Beneficial conversion feature related to 6% Series B
    Convertible Preferred Stock


(3.1
)


(3.2
)Balance at end of period


(478.3
)


(381.9
)Accumulated other comprehensive income (loss)Balance at beginning of period


(113.6
)


(140.2
)Foreign currency translation adjustments


15.9



17.7Postretirement benefit plan adjustmentsAmortization of unrecognized prior service cost


(1.6
)


Pension plan curtailment cost


1.9



Amortization of net unrecognized losses


10.5



Pension plan curtailment gain


27.9



Postretirement health care plan amendment


3.8



Actuarial gain arising in the period not included in net
    periodic postretirement benefit costs


2.7



Minimum pension liability adjustment






32.2Adjustment related to the adoption of a new accounting standard






(23.3
)Balance at end of period


(52.5
)


(113.6
)Total shareholders deficit

$
(49.4
)

$
(21.3
)Net loss for the period

$
(87.1
)

$
(39.7
)Change in accumulated other comprehensive income (loss)


61.1



49.9Total comprehensive income (loss)

$
(26.0
)

$
10.2    35




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS
    Years ended December 31, 2007 and 2006  2007


2006(In millions)Increase (decrease) in cash and cash equivalentsOperating activities cash flowsNet loss

$
(87.1
)

$
(39.7
)Operating activities providing (using) cashDiscontinued operations net of income taxes


(1.2
)


(.1
)Depreciation and amortization


16.1



16.8Restructuring costs


10.2



8.2Refinancing costs






1.8Deferred income taxes


58.8



.8Working capital changesNotes and accounts receivable


3.7



7.9Inventories


(4.4
)


(4.5
)Other current assets


(3.7
)


2.1Trade accounts payable


11.7



(1.7
)Other current liabilities


(13.3
)


(2.0
)Decrease in other noncurrent assets


7.6



15.7Increase (decrease) in long-term accrued liabilities


7.8



(25.9
)Other-net


3.4



1.4Net cash provided (used) by operating activities


9.6



(19.2
)Investing activities cash flowsCapital expenditures


(9.6
)


(13.8
)Net disposals of property, plant and equipment


.3



2.9Net cash used by investing activities


(9.3
)


(10.9
)Financing activities cash flowsRepayments of long-term debt


(1.6
)


(1.6
)Increase in short-term borrowings


1.0



21.2Dividends paid


(.2
)


(.2
)Net cash provided (used) by financing activities


(.8
)


19.4Effect of exchange rate fluctuations on cash and cash
    equivalents


2.8



3.5Increase (decrease) in cash and cash equivalents


2.3



(7.2
)Cash and cash equivalents at beginning of year


38.5



45.7Cash and cash equivalents at end of year

$
40.8


$
38.5    36




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES
    TO CONSOLIDATED FINANCIAL STATEMENTS
  Summary
    of Significant Accounting Policies
  Use of
    Estimates
    Consolidation
    Foreign
    Currency Translation
  non-U.S. operations expense-net
  Revenue
    Recognition
          Advertising
    Costs
   37




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
  non-U.S. subsidiaries.
  Earnings
    Per Common Share
      Cash
    and Cash Equivalents
    Inventory
    Valuation
  first-in,
  Property,
    Plant and Equipment
      Range ofAsset

Depreciation LifeBuildings (new)


25  45 yearsBuildings (used)


20  30 yearsLand improvements


10  20 yearsBuilding components


5  45 yearsFactory machinery


6  12 yearsVehicles


3  6 yearsOffice furniture and fixtures


5  10 yearsComputers


3  5 yearsPersonal computers


3 years    38




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill
    Long-Lived
    Assets
    Warranty
    Reserves
    Self-Insurance
    Reserves
     39




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Retirement
    Benefit Plans
  non-U.S. employees.
    Derivative
    Financial Instruments
        Changes
    in Methods of Accounting
      non-U.S. taxing
 40




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        expense-net
       41




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recently
    Issued Pronouncements
        Discontinued
    Operations
    Gain
    (Loss) on Divestiture of Discontinued Operations
  2007


2006(In millions)Sale of Valenite

$
.5


$
.9Sale of Widia and Werkö






Sale of round metalcutting tools business


.3



(.3
)Sale of grinding wheels business


.2



(.2
)Adjustments of reserves for the 1998 divestiture of the machine
    tools segment


.2



(.3
)Net gain on divestitures

$
1.2


$
.1  42




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restructuring
    Costs
           43




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 44




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Restructuring
    Costs
  2007


2006(In millions)Relocation of blow molding machinery and mold manufacturing

$



$
.6Additional European mold base reductions






.3Closure of metalworking fluids operations


.1



.2Consolidation of European injection molding sales offices


2.0



1.7Consolidation of European mold component operations


1.1



1.8Reorganization of Germany injection molding machinery facility


1.1



6.5Downsizing of Germany mold technologies facility






1.8Reorganization of North America mold components operations


1.1



1.6Liquidation of Japan sales office






1.3U.S. plastics machinery headcount reductions


1.0



1.5Sale of MRO sales offices


.2



Sale of Germany mold technologies facility in 2007


3.1



Additional machinery technologies  North America
    reductions


2.6



Other


.2



.1Total restructuring costs

$
12.5


$
17.4  45




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restructuring
    Costs
  2007


2006(In millions)Accruals for restructuring costsTermination benefits

$
3.3


$
8.4Facility exit costs


.4



1.6Total accruals


3.7



10.0Supplemental retirement benefits


2.8



1.5Adjustment of assets to realizable values and gains and losses
    on disposal


3.7



1.9Other restructuring costsCosts charged to expense as incurredInventory adjustments related to product line discontinuation


.2



.5Inventory and machinery relocation


.6



.2Severance and facility exist costs


1.2



3.3Other


.7



.2Reserve adjustments


(.4
)


(.2
)Total restructuring costs

$
12.5


$
17.4         Restructuring
    Reserves
  2007Beginning





Usage and


EndingBalance


Additions


Other


Balance(In millions)Restructuring costsTermination benefits

$
3.1


$
3.3


$
(4.8
)

$
1.6Facility exit costs


.8



.4



(.9
)


.3Total reserves

$
3.9


$
3.7


$
(5.7
)

$
1.9   2006Beginning





Usage and


EndingBalance


Additions


Other


Balance(In millions)Restructuring costsTermination benefits

$
1.1


$
8.4


$
(6.4
)

$
3.1Facility exit costs


.3



1.6



(1.1
)


.8Total reserves

$
1.4


$
10.0


$
(7.5
)

$
3.9  46




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Change in
    Preferred Stock Ownership Costs
    Pension
    Plan Curtailment Costs
    Research
    and Development
    Research
    and Development
  2007


2006(In millions)Research and development

$
19.3


$
20.5   Retirement
    Benefit Plans
  non-U.S. plans
     47




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Incremental
    Effects of Applying SFAS No. 158
  Before





AfterApplication of


Adoption


Application ofSFAS No. 158


Adjustments


SFAS No. 158(In millions)Intangible pension assets

$
2.4


$
(2.4
)

$
Other noncurrent assets


85.7



(2.4
)


83.3Total Assets


652.9



(2.4
)


650.5Current liability for retirement benefits






4.0



4.0Accrued and other current liabilities


78.6



4.0



82.6Total current liabilities


208.5



4.0



212.5Long-term liability for retirement benefits


160.2



16.9



177.1Long-term accrued liabilities


209.6



16.9



226.5Total liabilities


650.9



20.9



671.8Minimum pension liability adjustment


(132.3
)


132.3



Defined benefit plan unrecognized net prior service costs and
    net loss






(155.6
)


(155.6
)Accumulated other comprehensive loss


(90.3
)


(23.3
)


(113.6
)Total shareholders equity (deficit)

$
2.0


$
(23.3
)

$
(21.3
)  48




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Components
    of Accumulated Other Comprehensive Loss
  December 31,


December 31,2007


2006Net of





Net ofGross


Tax


Gross


Tax(In millions)Unrecognized losses

$
126.0


$
74.6


$
167.9


$
116.5Unrecognized prior service costs


.1



.1



2.4



2.4Total

$
126.1


$
74.7


$
170.3


$
118.9     2008
    Projected Amortization to be Included in Net Periodic Pension
    Cost
  Net ofGross


Tax(In millions)Amortization of unrecognized losses

$
7.7


$
7.7Amortization of unrecognized prior service costs


.1



.1Total

$
7.8


$
7.8     Pension
    Expense
  2007


2006(In millions)Service cost (benefits earned during the period)

$
4.8


$
4.9Interest cost on projected benefit obligation


34.0



33.5Expected return on plan assets


(34.3
)


(32.7
)Supplemental retirement benefits


2.8



1.5Pension plan curtailment cost


1.9



Amortization of unrecognized prior service cost


.4



.5Amortization of unrecognized losses


10.7



11.1Pension expense

$
20.3


$
18.8  49




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Projected
    Benefit Obligation
  2007


2006(In millions)Balance at beginning of year

$
(575.2
)

$
(576.6
)Service cost


(4.8
)


(4.9
)Interest cost


(34.0
)


(33.5
)Supplemental retirement benefits


(2.8
)


(1.5
)Curtailment of U.S. pension plan


27.9



Benefits paid


42.6



36.1Actuarial gain (loss)


2.5



(9.0
)Changes in discount rates






16.1Foreign currency translation adjustments


(1.7
)


(1.9
)Balance at end of year

$
(545.5
)

$
(575.2
)     Plan
    Assets
  2007


2006(In millions)Balance at beginning of year

$
403.0


$
362.6Actual investment gain


38.9



45.1Benefits and expenses paid


(43.5
)


(36.8
)Contributions






32.1Balance at end of year

$
398.4


$
403.0     Allocation
    of Plan Assets
  2007


2006Equity securities


74
%


74
%Debt securities


22



21Alternative investments


4



Cash and cash equivalents






5100
%


100
%    50




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Funded
    Status at Year-End
  2007


2006(In millions)Accumulated benefit obligation

$
(540.1
)

$
(539.8
)Projected benefit obligation

$
(545.5
)

$
(575.2
)Plan assets at fair value


398.4



403.0Deficiency of plan assets in relation to projected benefit
    obligation


(147.1
)


(172.2
)Unrecognized net loss


126.0



167.9Unrecognized prior service cost


.1



2.4Accrued pension cost

$
(21.0
)

$
(1.9
)  51




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance
    Sheet Presentation
  2007


2006(In millions)Current accrued pension cost

$
(3.2
)

$
(3.0
)Noncurrent accrued pension cost


(143.9
)


(169.2
)Accumulated other comprehensive loss(a)


126.1



170.3$
(21.0
)

$
(1.9
)     (a)
    
    Represents the pretax amount of an after-tax charge to
    accumulated other comprehensive loss of $74.7 million in
    2007 and $118.9 million in 2006.    Actuarial
    Assumptions
  2007


2006Discount rate for all plans


5.95
%


5.70
%Discount rate for the U.S. Plan


6.00
%


5.75
%Expected long-term rate of return on plan assets


8.75
%


8.75
%Rate of increase in future compensation levels


3.59
%


3.51
%     Actuarial
    Assumptions
  2007

2006Discount rate


5.97
%


5.95
%Rate of increase in future compensation levels


4.69
%


3.55
%     Pension
    Benefit Payments
  (In millions)2008

$
39.42009


38.82010


38.62011


38.32012


38.52013-2017


199.1  52




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Postretirement
    Health Care Cost (Income)
  2007


2006(In millions)Service cost (benefits earned during the period)

$
.1


$
.1Interest cost on accumulated postretirement benefit obligation


.4



.4Amortization of effect of plan amendment


(2.1
)


(2.1
)Amortization of unrecognized gains


(.4
)


(.3
)Postretirement health care cost (income)

$
(2.0
)

$
(1.9
)  53




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accumulated
    Postretirement Benefit Obligation
  2007


2006(In millions)Balance at beginning of year

$
(7.0
)

$
(7.7
)Service cost


(.1
)


(.1
)Interest cost


(.4
)


(.4
)Participant contributions


(1.5
)


(1.9
)Benefits paid


2.8



2.6Actuarial gain (loss)


(.3
)


.3Effect of plan amendment


3.8



Change in discount rate






.2Balance at end of year

$
(2.7
)

$
(7.0
)     Components
    of Accumulated Other Comprehensive Loss
  December 31,


December 31,2007


2006Net of





Net ofGross


Tax


Gross


Tax(In millions)Unrecognized net gain

$
(3.0
)

$
(3.0
)

$
(3.7
)

$
(3.7
)Unamortized effects of plan amendments


(14.2
)


(14.2
)


(12.5
)


(12.5
)Total

$
(17.2
)

$
(17.2
)

$
(16.2
)

$
(16.2
)     2008
    Projected Amortization to be Included in Net Periodic Benefit
    Cost
  Net ofGross


Tax(In millions)Amortization of unrecognized gain

$
(.3
)

$
(.3
)Amortization of effects of plan amendments


(2.8
)


(2.8
)Total

$
(3.1
)

$
(3.1
)  54




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accrued
    Postretirement Health Care Benefits
  2007


2006(In millions)Accumulated postretirement benefit obligationRetirees

$
(.7
)

$
(3.7
)Fully eligible active participants


(.6
)


(1.1
)Other active participants


(1.4
)


(2.2
)(2.7
)


(7.0
)Unamortized effects of plan amendments


(14.2
)


(12.5
)Unrecognized net gain


(3.0
)


(3.7
)Accrued postretirement health care benefits

$
(19.9
)

$
(23.2
)     Actuarial
    Assumptions
  2007

2006Accumulated postretirement benefit obligation


6.00
%


6.00
%Postretirement health care cost


6.00
%


5.75
%       Postretirement
    Health Care Benefits
  (In millions)2008

$
.22009


.22010


.22011


.32012


.32013-2017


1.5   Income
    Taxes
  non-U.S. net non-U.S. loss
 55




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  non-U.S. jurisdictions 
          Non-U.S. deferred non-U.S. jurisdiction
 56




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  non-U.S. jurisdiction.
  non-U.S. operations non-U.S. operations
      Reconciliation
    of Unrecognized Tax Benefits
  2007(In millions)Balance as of January 1, 2007

$
2.8Increases related to prior year tax positions


Decreases related to prior year tax positions


(.9
)Increases related to current year tax positions


19.7Decreases related to settlements with taxing authorities


(1.4
)Decreases related to lapsing of statute of limitations


Balance as of December 31, 2007

$
20.2   non-U.S. jurisdiction
   57




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Components
    of Deferred Tax Assets and Liabilities
  2007


2006(In millions)Deferred tax assetsNet operating loss carryforwards

$
118.4


$
135.8Tax credit carryforwards


17.9



17.4Accrued postretirement health care benefits


1.2



2.9Inventories, due principally to obsolescence reserves and
    additional costs inventoried for tax purposes


4.1



2.7Accrued employee benefits other than pensions and retiree health
    care benefits


1.4



2.1Accrued pension cost


12.2



11.4Accrued warranty cost


1.1



1.2Accrued taxes


1.2



1.2Accounts receivable, due principally to allowances for doubtful
    accounts


.8



.9Goodwill


17.3



24.3Deferred pension costs


34.4



41.0Accrued liabilities and other


12.4



17.8Total deferred tax assets


222.4



258.7Less valuation allowances


(192.2
)


(175.7
)Deferred tax assets net of valuation allowances


30.2



83.0Deferred tax liabilitiesProperty, plant and equipment, due principally to differences in
    depreciation methods


6.3



9.1Undistributed non-U.S. earnings


10.5



Inventories






2.6Total deferred tax liabilities


16.8



11.7Net deferred tax assets

$
13.4


$
71.3     Loss
    Before Income Taxes
  2007


2006(In millions)United States

$
(35.5
)

$
(31.1
)Non-U.S.


8.9



(6.1
)$
(26.6
)

$
(37.2
)  58




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  non-U.S. losses non-U.S. earnings
  Provision
    (Benefit) for Income Taxes
  2007


2006(In millions)Current provision (benefit)United States

$
(.4
)

$
(1.3
)State and local


.3



.2Non-U.S.


3.0



2.92.9



1.8Deferred provision (benefit)United States


63.4



(1.3
)Non-U.S.


(4.6
)


2.158.8



.8$
61.7


$
2.6   Components
    of the Provision (Benefit) for Deferred Income
    Taxes
  2007


2006(In millions)Change in valuation allowances

$
16.5


$
7.1Change in deferred taxes related to operating loss and tax
    credit carryforwards


16.9



(27.1
)Depreciation and amortization


4.2



7.6Inventories and accounts receivable


(3.9
)


(1.1
)Accrued pension and other employee costs


6.5



6.8Other


18.6



7.5$
58.8


$
.8   Reconciliation
    of the U.S. Statutory Rate to the Tax Provision
    Rate
  2007


2006U.S. statutory tax rate


(35.0
)%


(35.0
)%Increase (decrease) resulting fromEffect of changes in valuation allowances


259.3



31.1Benefit plan expenses


20.5



Effects of tax law changes


(34.1
)


Favorable resolution of a statutory tax deduction


(5.7
)


Adjustment of tax reserves


(1.5
)


(2.8
)Statutory tax rate changes






2.5State and local income taxes, net of federal benefit


4.6



.6Foreign dividends


25.5



12.9Other


(1.6
)


(2.5
)232.0
%


6.8
%  59




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  non-U.S. subsidiaries
      Loss Per
    Common Share
    Loss
    Applicable to Common Shareholders
  2007


2006(In millions)Net loss

$
(87.1
)

$
(39.7
)Dividends on preferred shares(a)


(6.2
)


(6.2
)Beneficial conversion feature related to Series B Preferred
    Stock(b)


(3.1
)


(3.2
)Loss applicable to common shareholders

$
(96.4
)

$
(49.1
)     (a)
    
    In both 2007 and 2006, $6.0 million of dividends were
    accrued but unpaid on the Series B Preferred Stock.(b)
    
    Represents a beneficial conversion feature arising from the fact
    that holders of the Series B Preferred Stock are able to
    acquire common shares of the company at an effective conversion
    price that is less than their fair value on March 12, 2004
    (see Shareholders Equity).  Reconciliation
    of Shares
  2007


2006(In thousands)Weighted-average common shares outstanding


5,008



4,833Effect of dilutive convertible Series B Preferred Stock,
    contingent warrants, stock options and restricted shares






Weighted-average common shares assuming dilution


5,008



4,833     Receivables
  non-U.S. subsidiaries
 60




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Inventories
    Goodwill
    and Other Intangible Assets
      Changes
    in Goodwill
  2007MachineryTechnologies


MachineryNorth


Technologies


Mold


IndustrialAmerica


Europe


Technologies


Fluids


Total(In millions)Balance at beginning of year

$
17.8


$
.7


$
58.6


$
10.2


$
87.3Capital contribution to subsidiary


.3















.3Divestitures of European sales offices






(.8
)










(.8
)Foreign currency translation adjustments


.4



.1



3.2







3.7Balance at end of year

$
18.5


$



$
61.8


$
10.2


$
90.5   61




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2006MachineryTechnologies


MachineryNorth


Technologies


Mold


IndustrialAmerica


Europe


Technologies


Fluids


Total(In millions)Balance at beginning of year

$
17.8


$
.7


$
55.0


$
10.2


$
83.7Foreign currency translation adjustments










3.6







3.6Balance at end of year

$
17.8


$
.7


$
58.6


$
10.2


$
87.3   Property,
    Plant and Equipment
    Property,
    Plant and
    Equipment-Net
  2007


2006(In millions)Land

$
8.9


$
8.8Buildings


121.6



121.5Machinery and equipment


217.0



219.6347.5



349.9Less accumulated depreciation


(241.1
)


(235.6
)$
106.4


$
114.3   Other
    Assets
    Other
    Current Assets
  2007


2006(In millions)Deferred income taxes net of valuation allowances

$
12.8


$
24.4Recoverable from excess liability carriers


1.0



3.2Prepaid expenses and other


21.1



14.3$
34.9


$
41.9  62




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    Noncurrent Assets
  2007


2006(In millions)Deferred income taxes net of valuation allowances

$
17.4


$
58.6Recoverable from excess liability carriers






4.2Intangible assets other than goodwill


1.2



1.6Other


17.4



18.9$
36.0


$
83.3   Liabilities
    Accrued
    and Other Current Liabilities
  2007


2006(In millions)Accrued salaries, wages and other compensation

$
21.0


$
21.1Taxes payable other than income taxes


5.2



7.4Accrued and deferred income taxes


12.8



5.3Accrued insurance and self-insurance reserves


7.2



15.0Accrued interest


3.4



3.7Other accrued expenses


27.0



30.1$
76.6


$
82.6     Warranty
    Reserves
  2007


2006(In millions)Balance at beginning of year

$
5.6


$
5.6Accruals


3.8



3.3Payments


(3.0
)


(2.7
)Warranty expirations


(.4
)


(.6
)Divestitures of European sales offices


(.3
)


Foreign currency translation adjustments


.2



Balance at end of year

$
5.9


$
5.6  63




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Long-Term
    Accrued Liabilities
  2007


2006(In millions)Accrued pensions and other compensation

$
147.0


$
172.4Accrued postretirement health care benefits


2.1



6.8Self-insurance reserves(a)


14.9



19.7Accrued and deferred income taxes


6.3



9.4Reserves related to prior years divestitures of
    discontinued operations


3.2



4.1Accrued dividends on 6% Series B Convertible Preferred Stock


12.0



6.0Other


7.8



8.1$
193.3


$
226.5     (a)
    
    As presented in the above table, self-insurance reserves exclude
    expected recoveries from excess liability carriers and other
    third parties of $1.0 million in 2007 and $7.4 in 2006.
    These amounts are included in other current assets and other
    noncurrent assets in the Consolidated Balance Sheets. Expected
    recoveries represent the excess of total reserves for known
    exposures and estimates of incurred but not reported claims over
    the limits on the policies the companys wholly-owned
    insurance subsidiary issues to it. These amounts are classified
    as assets because, unless other payment arrangements are
    negotiated, the company (as the insured party) expects that it
    would first pay any indemnity claims and expenses in excess of
    the insurance subsidiarys limits and then pursue
    reimbursement by the excess carriers.  Short-Term
    Borrowings
    Short-Term
    Borrowings
  2007


2006(In millions)Asset based credit facility due 2011

$
24.4


$
23.2Borrowings under other lines of credit


2.5



2.3$
26.9


$
25.5      64




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1 2
        1 2 1 2 1 2
    non-U.S. banks
   65




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Long-Term
    Debt
    Long-Term
    Debt
  2007


2006(In millions)111/2% Senior
    Secured Notes due 2011

$
221.9


$
221.2Capital lease obligations


11.2



12.3Other


.9



1.5234.0



235.0Less current maturities


(2.1
)


(2.2
)$
231.9


$
232.8   1 2
  1 2
  1 2
  1 2
   66




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1 2
        Maturities
    of Long-Term Debt
  (In millions)2008

$
.62009


.12010


.12011


225.02012


     Capital
    Lease Payments
  (In millions)2008

$
2.22009


2.22010


2.22011


2.22012


1.22013 and after


3.3Total capital lease payments


13.3Less interest component(a)


(2.1
)Capital lease obligations

$
11.2     (a)
    
    Includes $.6 million applicable to 2008. 67




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Rental
    Payments
  (In millions)2008

$
11.62009


6.52010


3.12011


1.52012


.9After 2012


2.1     Shareholders
    Equity
          1 2
 68




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1 2 pay-in-kind
         69




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    pay-in-kind
  00-27,
     70




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Shareholders
    Equity  Preferred and Common Shares
  2007


2006(In millions, except per- share amounts)4% Cumulative Preferred shares $100 par value authorized
    60,000 shares at December 31, 2007 and at
    December 31, 2006, issued and outstanding 6,000 shares
    at December 31, 2007 and at December 31, 2006

$
.6


$
.66% Series B Convertible Preferred Stock authorized, issued
    and outstanding, 500,000 shares at $.01 par value






Common shares, $.01 par value authorized
    30,000,000 shares at December 31, 2007 and
    165,000,000 shares at December 31, 2006, issued and
    outstanding, 2007: 5,486,210 shares, 2006:
    5,231,944 shares


.1



.1      71




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Changes
    in Common Shares Outstanding
  2007


2006Outstanding at beginning of year


5,231,944



5,011,249Net restricted stock activity


70,413



143,859Fractional shares cancelled


(1,562
)


Exercise of contingent warrants


57,500



Common shares issued for benefit programs


127,450



76,366Reissuance of treasury shares for employee benefit and incentive
    programs


465



470Outstanding at end of year


5,486,210



5,231,944       1 1000 1 1000
  Comprehensive
    Income (Loss)
   72




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Comprehensive
    Income (Loss)
  2007


2006(In millions)Net loss

$
(87.1
)

$
(39.7
)Foreign currency translation adjustments


15.9



17.7Postretirement benefit plan adjustments(a)Amortization of unrecognized prior service cost


(1.6
)


Pension plan curtailment cost


1.9



Amortization of net unrecognized losses


10.5



Pension plan curtailment gain


27.9



Postretirement health care plan amendment


3.8



Actuarial gain arising in the period not included in net
    periodic postretirement benefit costs


2.7



Minimum pension liability adjustment






32.2Total comprehensive income (loss)

$
(26.0
)

$
10.2     (a)
    
    In all years presented, includes no income tax expense or
    benefit.    Accumulated
    Other Comprehensive Loss
  2007


2006(In millions)Foreign currency translation adjustments

$
6.6


$
(9.3
)Defined benefit plans:Net unamortized prior service costs


14.1



10.0Unamortized net loss(a)


(73.2
)


(114.3
)$
(52.5
)

$
(113.6
)     (a)
    
    In both 2007 and 2006, the amount presented is net of a U.S. tax
    benefit of $51.4 million that was recorded in 2002.  Contingencies
     73




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Foreign
    Exchange Contracts
    Share-Based
    Compensation
        Stock
    Options
  2007Weighted-Average


Weighted-Contractual


Exercise


AverageShares


Price


Term(a)Outstanding at December 31, 2006


274,790


$
182.70



1.7Cancellations


(106,008
)


167.12



Forfeitures


(5,817
)


201.20



2.3Outstanding at December 31, 2007


162,965



192.17



1.7Exercisable at December 31, 2007


162,615



192.49



1.7     (a)
    
    In years     74




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Restricted
    Stock and Deferred Shares
  2007WeightedAverageGrant DateShares


Fair Value(a)Balance at December 31, 2006


226,255


$
20.35Granted


179,707



8.54Vested


(167,378
)


16.40Forfeited


(71,794
)


11.68Balance at December 31, 2007


166,790



15.33  75




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Stock and Deferred Shares Subject to Financial
    Targets
  2007WeightedAverageGrant DateShares


Fair Value(a)Balance at December 31, 2006


214,250


$
36.01Granted


212,800



8.60Vested


(13,025
)


23.76Forfeited


(184,750
)


32.65Balance at December 31, 2007


229,275



13.98     (a)
    
    Grant date fair values represent the closing price of the
    companys common shares on the New York Stock Exchange on
    the respective grant dates.        one-for-ten
  Organization
     76




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Total
    Sales by Segment
  2007


2006(In millions)Plastics technologiesMachinery technologies-North America

$
367.0


$
402.4Machinery technologies-Europe


180.5



153.4Mold technologies


148.2



158.8Eliminations


(11.8
)


(12.0
)Total plastics technologies


683.9



702.6Industrial fluids


124.0



117.5Total sales

$
807.9


$
820.1   Customer
    Sales by Segment
  2007


2006(In millions)Plastics technologiesMachinery technologies-North America

$
363.2


$
400.6Machinery technologies-Europe


172.5



143.2Mold technologies


148.2



158.8Total plastics technologies


683.9



702.6Industrial fluids


124.0



117.5Total sales

$
807.9


$
820.1  77




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Operating
    Information by Segment
  2007


2006(In millions)Operating profit (loss)Plastics technologiesMachinery technologies-North America

$
10.8


$
17.1Machinery technologies-Europe


3.3



(4.9
)Mold technologies


1.9



3.0Total plastics technologies


16.0



15.2Industrial fluids


16.6



10.8Restructuring costs(a)


(12.5
)


(17.4
)Change in preferred stock ownership costs


(1.9
)


Pension plan curtailment cost


(1.9
)


Refinancing costs






(1.8
)Corporate expenses


(13.2
)


(13.6
)Other unallocated income (expenses)


1.7



(.4
)Operating earnings (loss)


4.8



(7.2
)Interest
    expense-net


(31.4
)


(30.0
)Loss before income taxes

$
(26.6
)

$
(37.2
)Segment assets(b)Plastics technologiesMachinery technologies-North America

$
196.8


$
200.4Machinery technologies-Europe


115.8



100.2Mold technologies


128.1



136.4Other


.2



.4Total plastics technologies


440.9



437.4Industrial fluids


47.8



47.3Cash and cash equivalents


40.8



38.5Deferred income taxes


30.2



83.0Unallocated corporate and other(c)


43.2



44.3Total assets

$
602.9


$
650.5Capital expendituresPlastics technologiesMachinery technologies-North America

$
4.6


$
6.6Machinery technologies-Europe


.8



2.6Mold technologies


1.6



2.4Total plastics technologies


7.0



11.6Industrial fluids


1.9



1.5Unallocated corporate


.7



.7Total capital expenditures

$
9.6


$
13.8Depreciation and amortizationPlastics technologiesMachinery technologies-North America

$
5.8


$
6.1Machinery technologies-Europe


4.0



3.8Mold technologies


4.5



5.2Total plastics technologies


14.3



15.1Industrial fluids


1.6



1.5Unallocated corporate


.2



.2Total depreciation and amortization

$
16.1


$
16.8  78




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (a)
    
    In 2007, $3.6 million relates to machinery
    technologies  North America, $3.1 million to
    machinery technologies  Europe, $5.6 million to
    mold technologies, $.1 million to industrial fluids and
    $.1 million to corporate expenses. In 2006,
    $2.2 million relates to machinery technologies 
    North America, $8.3 million to machinery
    technologies  Europe, $5.4 million to mold
    technologies, $.2 million to industrial fluids and
    $1.3 million to corporate expenses.(b)
    
    Segment assets consist principally of accounts receivable,
    inventories, goodwill and property, plant and equipment which
    are considered controllable assets for management reporting
    purposes.(c)
    
    Consists principally of corporate assets, nonconsolidated
    investments, certain intangible assets, expected recoveries from
    excess insurance carriers, prepaid expenses and deferred charges.  Geographic
    Information
  2007


2006(In millions)Sales(a)United States

$
442.9


$
504.5Non-U.S.
    operationsGermany


130.0



113.0Other Western Europe


145.6



126.1Asia


55.6



43.2Other


33.8



33.3Total sales

$
807.9


$
820.1Noncurrent assetsUnited States

$
60.2


$
70.6Non-U.S.
    operationsGermany


28.4



35.5Other Western Europe


20.8



19.0Asia


9.2



7.5Other


1.1



1.2119.7



133.8Investments and advances not consolidated


4.1



3.6Goodwill


90.5



87.3Other intangible assets


1.2



1.6Deferred income taxes net of valuation allowances


17.4



58.6Total noncurrent assets

$
232.9


$
284.9     (a)
    
    Sales are attributed to specific countries or geographic areas
    based on the origin of the shipment.    non-U.S. operations
 79




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Subsequent
    Event
          Condensed
    Consolidating Financial Information
  1 2 This information is provided
    pursuant to
    Rule 3-10
    of
    Regulation S-X
    in lieu of separate financial statements of each subsidiary
    guaranteeing the Senior Secured Notes.
   80




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Operations
  Year Ended December 31, 2007Guarantor


Nonguarantor


Eliminations &Parent


Subsidiaries


Subsidiaries


Other


Milacron Inc.(In millions)Sales

$



$
476.9


$
354.6


$
(23.6
)

$
807.9Cost of products sold


9.7



396.0



262.8



(23.6
)


644.9Cost of products sold related to restructuring










.2







.2Total cost of products sold


9.7



396.0



263.0



(23.6
)


645.1Manufacturing margins


(9.7
)


80.9



91.6







162.8Other costs and expensesSelling and administrative


23.7



53.3



67.6







144.6Restructuring costs


.7



4.6



7.0







12.3Change in preferred stock ownership costs


1.9















1.9Pension curtailment costs


1.9















1.9Other expense  net


(.4
)


(2.7
)


.4







(2.7
)Total other costs and expenses


27.8



55.2



75.0







158.0Operating earnings (loss)


(37.5
)


27.5



16.6







4.8Other non-operating expense (income)Intercompany management fees


(12.9
)


12.9











Intercompany interest


(48.5
)


50.4



(1.9
)






Equity in (earnings) losses of subsidiaries


61.2



(20.0
)






(41.2
)


Other intercompany transactions


(.2
)


.4



(.2
)






Total other non-operating expense (income)


(.4
)


43.7



(2.1
)


(41.2
)


Earnings (loss) from continuing operations before interest
    and income taxes


(37.1
)


(18.0
)


18.7



41.2



4.8Interest expense  net


(32.0
)


1.0



(.4
)






(31.4
)Earnings (loss) from continuing operations before income
    taxes


(69.1
)


(17.0
)


18.3



41.2



(26.6
)Provision (benefit) for income taxes


19.2



44.8



(2.3
)






61.7Earnings (loss) from continuing operations


(88.3
)


(61.8
)


20.6



41.2



(88.3
)Discontinued operations net of income taxes


1.2















1.2Net earnings (loss)

$
(87.1
)

$
(61.8
)

$
20.6


$
41.2


$
(87.1
)  81




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Operations
  Year Ended December 31, 2006Guarantor


Nonguarantor


Eliminations &Parent


Subsidiaries


Subsidiaries


Other


Milacron Inc.(In millions)Sales

$



$
537.8


$
303.9


$
(21.6
)

$
820.1Cost of products sold


8.5



435.1



246.2



(21.6
)


668.2Cost of products sold related to restructuring










.5







.5Total cost of products sold


8.5



435.1



246.7



(21.6
)


668.7Manufacturing margins


(8.5
)


102.7



57.2







151.4Other costs and expensesSelling and administrative


26.5



55.0



58.7







140.2Restructuring costs


.2



5.1



11.6







16.9Refinancing costs


1.8















1.8Other expense  net


(.6
)






.3







(.3
)Total other costs and expenses


27.9



60.1



70.6







158.6Operating earnings (loss)


(36.4
)


42.6



(13.4
)






(7.2
)Other non-operating expense (income)Intercompany management fees


(12.6
)


12.6











Intercompany interest


(53.6
)


55.8



(2.2
)






Equity in (earnings) losses of subsidiaries


44.5



(.9
)






(43.6
)


Other intercompany transactions


(3.2
)


15.3



(12.1
)






Total other non-operating expense (income)


(24.9
)


82.8



(14.3
)


(43.6
)


Earnings (loss) from continuing operations before interest
    and income taxes


(11.5
)


(40.2
)


.9



43.6



(7.2
)Interest expense  net


(30.7
)


1.0



(.3
)






(30.0
)Earnings (loss) from continuing operations before income
    taxes


(42.2
)


(39.2
)


.6



43.6



(37.2
)Provision (benefit) for income taxes


(2.4
)


1.1



3.9







2.6Earnings (loss) from continuing operations


(39.8
)


(40.3
)


(3.3
)


43.6



(39.8
)Discontinued operations net of income taxesNet gain on divestitures


.1















.1Net earnings (loss)

$
(39.7
)

$
(40.3
)

$
(3.3
)

$
43.6


$
(39.7
)  82




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Balance Sheet
  December 31, 2007Guarantor


Nonguarantor


Eliminations &Parent


Subsidiaries


Subsidiaries


Other


Milacron Inc.(In millions)ASSETSCurrent assetsCash and cash equivalents

$
.3


$
5.8


$
34.7


$



$
40.8Notes and accounts receivable (excluding intercompany
    receivables)


.2



51.0



63.4







114.6Inventories






103.5



76.2







179.7Other current assets


14.8



5.2



14.9







39.4Intercompany receivables (payables)


(324.4
)


200.5



126.2



(2.3
)


Total current assets


(309.1
)


366.0



315.4



(2.3
)


370.0Property, plant and equipment  net


.8



50.4



55.2







106.4Goodwill






54.1



36.4







90.5Investment in subsidiaries


247.5



224.4



(15.8
)


(456.1
)


Intercompany advances - net


441.3



(468.4
)


27.1







Other noncurrent assets


6.8



8.6



20.6







36.0Total assets

$
387.3


$
235.1


$
438.9


$
(458.4
)

$
602.9LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current liabilitiesShort-term borrowings

$
24.4


$



$
2.5


$



$
26.9Long-term debt and capital lease obligations due within one year


1.2







.9







2.1Trade accounts payable


6.1



39.8



46.2







92.1Advance billings and deposits






15.1



14.3







29.4Accrued and other current liabilities


32.9



10.9



32.8







76.6Total current liabilities


64.6



65.8



96.7







227.1Long-term accrued liabilities


145.4



2.9



45.0







193.3Long-term debt


226.7







5.2







231.9Total liabilities


436.7



68.7



146.9







652.3Commitments and contingencies


















Shareholders equity (deficit)4% Cumulative Preferred shares


6.0















6.06% Series B Convertible Preferred Stock


119.2















119.2Common shares, $.01 par value


.1



25.4



13.2



(38.6
)


.1Capital in excess of par value


355.9



429.0



82.3



(511.3
)


355.9Contingent warrants


.2















.2Reinvested earnings (accumulated deficit)


(478.3
)


(276.9
)


162.5



114.4



(478.3
)Accumulated other comprehensive income (loss)


(52.5
)


(11.1
)


34.0



(22.9
)


(52.5
)Total shareholders equity (deficit)


(49.4
)


166.4



292.0



(458.4
)


(49.4
)Total liabilities and shareholders equity (deficit)

$
387.3


$
235.1


$
438.9


$
(458.4
)

$
602.9  83




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Balance Sheet
  December 31, 2006Guarantor


Nonguarantor


Eliminations &Parent


Subsidiaries


Subsidiaries


Other


Milacron Inc.(In millions)ASSETSCurrent assetsCash and cash equivalents

$
(.7
)

$
4.2


$
35.0


$



$
38.5Notes and accounts receivable (excluding intercompany
    receivables)


.4



63.5



50.6







114.5Inventories






105.3



65.4







170.7Other current assets


11.3



11.1



19.5







41.9Intercompany receivables (payables)


(333.3
)


221.1



114.5



(2.3
)


Total current assets


(322.3
)


405.2



285.0



(2.3
)


365.6Property, plant and equipment  net


1.1



53.1



60.1







114.3Goodwill






53.1



34.2







87.3Investment in subsidiaries


216.7



223.1



(15.8
)


(424.0
)


Intercompany advances  net


514.6



(547.6
)


33.0







Other noncurrent assets


22.0



42.3



19.0







83.3Total assets

$
432.1


$
229.2


$
415.5


$
(426.3
)

$
650.5LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current liabilitiesShort-term borrowings

$
23.2


$



$
2.3


$



$
25.5Long-term debt and capital lease obligations due within one year


1.2







1.0







2.2Trade accounts payable


5.5



37.2



35.1







77.8Advance billings and deposits






17.7



6.7







24.4Accrued and other current liabilities


22.6



20.4



39.6







82.6Total current liabilities


52.5



75.3



84.7







212.5Long-term accrued liabilities


173.7



4.1



48.7







226.5Long-term debt


227.2







5.6







232.8Total liabilities


453.4



79.4



139.0







671.8Commitments and contingencies


















Shareholders equity (deficit)4% Cumulative Preferred shares


6.0















6.06% Series B Convertible Preferred Stock


116.1















116.1Common shares, $.01 par value


.1



25.4



13.2



(38.6
)


.1Capital in excess of par value


351.5



316.4



80.3



(396.7
)


351.5Contingent warrants


.5















.5Reinvested earnings (accumulated deficit)


(381.9
)


(174.8
)


163.8



11.0



(381.9
)Accumulated other comprehensive income (loss)


(113.6
)


(17.2
)


19.2



(2.0
)


(113.6
)Total shareholders equity (deficit)


(21.3
)


149.8



276.5



(426.3
)


(21.3
)Total liabilities and shareholders equity (deficit)

$
432.1


$
229.2


$
415.5


$
(426.3
)

$
650.5  84




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
  Year Ended December 31, 2007Guarantor


Nonguarantor


Eliminations &Parent


Subsidiaries


Subsidiaries


Other


Milacron Inc.(In millions)Increase (decrease) in cash and cash equivalentsOperating activities cash flowsNet earnings (loss)

$
(87.1
)

$
(61.8
)

$
20.6


$
41.2


$
(87.1
)Operating activities providing (using) cashNet gain on divestiture


(1.2
)














(1.2
)Depreciation and amortization


.2



8.6



7.3







16.1Restructuring costs


.1



3.8



6.3







10.2Equity in (earnings) losses of subsidiaries


80.0



1.7







(81.7
)


Distributions from equity subsidiaries






(18.8
)


(21.7
)


40.5



Deferred income taxes


19.6



43.7



(4.5
)






58.8Working capital changesNotes and accounts receivable


.2



13.0



(9.5
)






3.7Inventories






2.1



(6.5
)






(4.4
)Other current assets


.4



(1.0
)


(3.1
)






(3.7
)Trade accounts payable


.6



2.5



8.6







11.7Other current liabilities


.4



(20.8
)


7.1







(13.3
)Decrease (increase) in other noncurrent assets


2.8



(.1
)


4.9







7.6Increase (decrease) in long-term accrued liabilities


11.9



(.2
)


(3.9
)






7.8Other  net


3.0



(2.0
)


2.4







3.4Net cash provided (used) by operating activities


30.9



(29.3
)


8.0







9.6Investing activities cash flowsCapital expenditures






(5.6
)


(4.0
)






(9.6
)Net disposals of plant, property and equipment






.1



.2







.3Net cash used by investing activities






(5.5
)


(3.8
)






(9.3
)Financing activities cash flowsRepayments of long-term debt


(.5
)






(1.1
)






(1.6
)Increase (decrease) in short-term borrowings


1.2







(.2
)






1.0Dividends paid


(.2
)














(.2
)Net cash provided (used) by financing activities


.5







(1.3
)






(.8
)Intercompany receivables and payables


(8.9
)


23.0



(14.1
)






Intercompany advances


(21.5
)


13.0



8.5







Effect of exchange rate fluctuations on cash and cash equivalents






.4



2.4







2.8(Increase) decrease in cash and cash equivalents


1.0



1.6



(.3
)






2.3Cash and cash equivalents at beginning of year


(.7
)


4.2



35.0







38.5Cash and cash equivalents at end of year

$
.3


$
5.8


$
34.7


$



$
40.8  85




---



##### 



MILACRON
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
  Year Ended December 31, 2006Guarantor


Nonguarantor


Eliminations &Parent


Subsidiaries


Subsidiaries


Other


Milacron Inc.(In millions)Increase (decrease) in cash and cash equivalents Operating
    activities cash flowsNet earnings (loss)

$
(39.7
)

$
(40.3
)

$
(3.3
)

$
43.6


$
(39.7
)Operating activities providing (using) cashNet gain on divestiture


(.1
)














(.1
)Depreciation and amortization


.2



10.0



6.6







16.8Refinancing costs


1.8















1.8Restructuring costs


.2



4.6



3.4







8.2Equity in (earnings) losses of subsidiaries


80.4



6.0







(86.4
)


Distributions from equity subsidiaries






(35.9
)


(6.9
)


42.8



Deferred income taxes


(1.3
)






2.1







.8Working capital changesNotes and accounts receivable


.2



1.4



6.3







7.9Inventories


(.2
)


(5.7
)


1.4







(4.5
)Other current assets


1.9



(.6
)


.8







2.1Trade accounts payable


(.6
)


(3.4
)


2.3







(1.7
)Other current liabilities


(9.9
)


6.8



1.1







(2.0
)Decrease (increase) in other noncurrent assets


15.5



.3



(.1
)






15.7Decrease in long-term accrued liabilities


(24.0
)


(.1
)


(1.8
)






(25.9
)Other  net


1.8



(.2
)


(.2
)






1.4Net cash provided (used) by operating activities


26.2



(57.1
)


11.7







(19.2
)Investing activities cash flowsCapital expenditures






(9.1
)


(4.7
)






(13.8
)Net disposals of plant, property and equipment






2.1



.8







2.9Net cash used by investing activities






(7.0
)


(3.9
)






(10.9
)Financing activities cash flowsRepayments of long-term debt


(.5
)






(1.1
)






(1.6
)Increase in short-term borrowings


21.0







.2







21.2Dividends paid


(.2
)














(.2
)Net cash provided (used) by financing activities


20.3







(.9
)






19.4Intercompany receivables and payables


(21.4
)


33.9



(12.5
)






Intercompany advances


(25.2
)


23.4



1.8







Effect of exchange rate fluctuations on cash and cash equivalents






.2



3.3







3.5Decrease in cash and cash equivalents


(.1
)


(6.6
)


(.5
)






(7.2
)Cash and cash equivalents at beginning of year


(.6
)


10.8



35.5







45.7Cash and cash equivalents at end of year

$
(.7
)

$
4.2


$
35.0


$



$
38.5  86




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               Ernst &
    Young LLP
    87




---



##### 



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rule 13a-15(b)
  Internal
    Control Over Financial Reporting
  Rule 13a-15(f) 15d-15(f)
    
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the issuer;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors of the company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    companys assets that could have a material effect on the
    financial statements.      Changes
    in Internal Control Over Financial Reporting
   88




---



##### 



Report of
    Independent Registered Public Accounting Firm
                 Ernst &
    Young LLP
    89




---



##### 



Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K
  Audit
    Committee Financial Literacy and Financial Experts
        Code of
    Ethics
    45206-2425
  Other
    Corporate Governance Matters
    45206-2425
    
 90




---



##### 



Form 10-K
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Securities
    Authorized for Issuance Under Equity Compensation
    Plans
  Equity
    Compensation Plan Information [Restate]
  Number of SecuritiesRemaining Available forNumber of Securities to be





Future Issuance Under EquityIssued Upon Exercise of


Weighted-Average Exercise


Compensation PlansOutstanding Options,


Price of Outstanding Options,


(Excluding SecuritiesPlan Category

Warrants and Rights [a]


Warrants and Rights [b]


Reflected in Column)[a][c]Equity compensation plans not approved by security holders










Equity compensation plans approved by security holders


162,965


$
192.17



398,382Total


162,965


$
192.17



398,382   Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services    Principal
    Accountant Fees and Services
  2007


2006Audit Fees(a)

$
3,864,000


$
4,185,000Audit-related fees






Tax fees(b)


361,000



353,000All other fees






Total

$
4,225,000


$
4,538,000  91




---



##### 



(a)
    
    For services related to the annual audit of the companys
    consolidated financial statements (including statutory audits of
    subsidiaries or affiliates of the company), quarterly reviews of
    Forms 10-Q,
    issuance of the attestation on the companys internal
    controls over financial reporting and issuance of consents.(b)
    
    For services related to tax compliance, tax return preparation
    and tax planning.   PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules Item 15
    (a) (1) & (2)  List of Financial Statements
    and Financial Statement Schedules.    PageConsolidated Statements of Operations  2007 and 2006


33Consolidated Balance Sheets  2007 and 2006


34Consolidated Statements of Comprehensive Income (Loss) and
    Shareholders Deficit  2007 and 2006


35Consolidated Statements of Cash Flows  2007 and 2006


36Notes to Consolidated Financial Statements


37Report of Independent Registered Public Accounting Firm


87     Schedule II  Valuation and Qualifying Accounts
    and Reserves


100    92




---



##### 



Item 15
    (a)
    (3)  List of Exhibits  Page2
.

Plan of Acquisition, Reorganization, Arrangement, Liquidation,
    or Succession  not applicable.3
.

Articles of Incorporation and By-Laws.3
.1

Restated Certificate of Incorporation of Milacron Inc., as
    amended November 27, 2007 Filed herewith3
.2

Certificate of Designation of 6.0% Series B Convertible
    Preferred Stock of Milacron Inc. Incorporated by reference to the companys
    Form S-8
    filed on June 11, 20043
.3

Amended and restated By-Laws of Milacron Inc. Incorporated by reference to the companys
    Form S-8
    filed on June 11, 20044
.

Instruments Defining the Rights of Security Holders, Including
    Indentures:4
.1

Indenture dated as of May 26, 2004, between Milacron Escrow
    Corporation, to be merged with and into Milacron Inc., and U.S.
    Bank National Association, as trustee, relating to the
    111/2% Senior
    Secured Notes due 2011 Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.2

Supplemental Indenture dated as of June 10, 2004, among
    Milacron Inc., the Guaranteeing Subsidiaries named therein and
    U.S. Bank National Association, as trustee, relating to the
    111/2% Senior
    Secured Notes due 2011 Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.3

Form of
    111/2% Senior
    Secured Notes due 2011 (included in Exhibit 4.1)4
.4

Registration Rights Agreement dated as of May 26, 2004,
    between Milacron Escrow Corporation and Credit Suisse First
    Boston LLC, as representative of the several purchasers listed
    therein, relating to the
    111/2% Senior
    Secured Notes due 2011 Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.5

Joinder to the Registration Rights Agreement dated June 10,
    2004 by Milacron Inc. and the Guarantors listed therein Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.6

Security Agreement dated June 10, 2004, made by each of the
    Grantors listed therein in favor of U.S. Bank National
    Association Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.7

Security Agreement (Canada) dated June 10, 2004, made by
    each of the Grantors listed therein in favor of U.S. Bank
    National Association Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.8

Pledge and Security Agreement dated June 10, 2004, made by
    each of the Pledgors listed therein in favor of U.S. Bank
    National Association Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.9

Intercreditor Agreement dated as of June 10, 2004, by and
    between JPMorgan Chase Bank and U.S. Bank National Association,
    acknowledged by Milacron Inc. and the subsidiaries of Milacron
    Inc. listed therein Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899) 93




---



##### 



Page4
.10

Mortgage, Assignment of Leases and Rents, Security Agreement and
    Fixture Filing made by D-M-E Company in favor of U.S. Bank
    National Association (1975 N. 17th Avenue,
    Melrose Park, Illinois 60160), dated as of June 10, 2004 Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.11

Mortgage made by D-M-E U.S.A. Inc. in favor of U.S. Bank
    National Association (6328 Ferry Avenue, Charlevoix, Michigan
    49720), dated as of June 10, 2004 Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.12

Mortgage made by D-M-E U.S.A. Inc. in favor of U.S. Bank
    National Association (29215 Stephenson Highway, Madison Heights,
    Michigan 48071) dated as of June 10, 2004 Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.13

Mortgage made by Oak International, Inc. in favor of U.S. Bank
    National Association (1160 White Street, Sturgis, Michigan
    49091), dated as of June 10, 2004 Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.14

Mortgage made by Milacron Industrial Products, Inc. in favor of
    U.S. Bank National Association (31003 Industrial Road, Livonia,
    Michigan 48150), dated as of June 10, 2004 Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.15

Mortgage made by D-M-E U.S.A. Inc. in favor of U.S. Bank
    National Association (29111 Stephenson Highway, Madison Heights,
    Michigan 48071), dated as of June 10, 2004 Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.16

Open-End Mortgage, Assignment of Leases and Rents, Security
    Agreement and Fixture Filing made by D-M-E Company in favor of
    U.S. Bank National Association (558 Leo Street, Dayton, Ohio
    45404) dated as of June 10, 2004 Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.17

Open-End Mortgage, Assignment of Leases and Rents, Security
    Agreement and Fixture Filing made by Milacron Inc. in favor of
    U.S. Bank National Association (418 West Main Street, Mount
    Orab, Ohio 45154) dated as of June 10, 2004 Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.18

Open-End Mortgage, Assignment of Leases and Rents, Security
    Agreement and Fixture Filing made by Milacron Inc. in favor of
    U.S. Bank National Association (3000 Disney Street, Cincinnati,
    Ohio 45209) dated as of June 10, 2004 Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.19

Open-End Mortgage, Assignment of Leases and Rents, Security
    Agreement and Fixture Filing made by Milacron Inc. in favor of
    U.S. Bank National Association (3010 Disney Street, Cincinnati,
    Ohio 45209) dated as of June 10, 2004 Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899)4
.20

Open-End Mortgage, Assignment of Leases and Rents, Security
    Agreement and Fixture Filing made by D-M-E Company in favor of
    U.S. Bank National Association (977 Loop Road, Lewistown,
    Pennsylvania) dated as of June 10, 2004 Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004 (Registration
    No. 333-116899) 94




---



##### 



Page4
.21

Open-End Mortgage, Assignment of Leases and Rents, Security
    Agreement and Fixture Filing made by D-M-E Company in favor of
    U.S. Bank National Association (70 East Hills Street, Youngwood,
    Pennsylvania 15697) dated as of June 10, 2004 Incorporated by reference to the companys
    Form S-4
    filed on June 25, 2004(Registration
    No. 333-116899)9
.

Voting Trust Agreement  not applicable10
.

Material Contracts:10
.1

Milacron Supplemental Pension Plan, as amended October 1,
    2007 Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.2

Milacron Supplemental Retirement Plan, as amended
    October 1, 2007 Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.3

Milacron Supplemental Executive Retirement Plan, as amended
    October 1, 2007 Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.4

Milacron Supplemental Retirement Plan Amended and Restated
    Trust Agreement by and between Milacron Inc. Reliance
    Trust Company Incorporated by reference to the companys
    Form 10-Q
    for the quarter ended June 30, 200410
.5

Milacron Supplemental Executive Pension Plan, as amended
    October 1, 2007 Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.6

Milacron Kunststoffmaschinen Europa GmbH Pension Plan for Senior
    Managers and Executives Incorporated by reference to the companys
    Form 10-K
    for the fiscal year ended December 31, 200410
.7

Milacron Compensation Deferral Plan, as amended Incorporated by reference to the companys
    Form 10-K
    for the fiscal year ended December 31, 199910
.8

Milacron Compensation Deferral Plan, as amended
    February 26, 2004 Incorporated by reference to the companys
    Form 10-K
    for the fiscal year ended December 31, 200310
.9

Milacron Compensation Deferral Plan Trust Agreement by and
    between Milacron Inc. And Reliance Trust Company Incorporated by reference to the companys
    Form 10-K
    for the fiscal year ended December 31, 199910
.10

Milacron Inc. Executive Life Insurance Plan Incorporated by reference to the companys
    Form 10-K
    for the fiscal year ended December 31, 200410
.11

Form of Tier I Executive Severance Agreement applicable to
    R. D. Brown Incorporated by reference to the companys
    Form 10-Q
    for the quarter ended September 30, 200310
.12

Form of Tier II Executive Severance Agreement applicable to
    R. A. Anderson and H. C. ODonnell Incorporated by reference to the companys
    Form 10-Q
    for the quarter ended September 30, 200310
.13

Form of Tier II Executive Severance Agreement applicable to
    K. Bourdon and R. C. McKee Incorporated by reference to the companys
    Form 10-K
    for the fiscal year ended December 31, 200410
.14

Amendment to Tier 1 Executive Severance Agreement with R.
    D. Brown and Tier II Executive Severance Agreements with H.
    C. ODonnell dated as of February 10, 2004 Incorporated by reference to the companys
    Form 10-K
    for the fiscal year ended December 31, 200310
.15

Form of Amendment to Executive Severance Agreement relative to
    Robert C. McKee Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.16

Form of Amendment to Executive Severance Agreement relative to
    R. D. Brown, R. A. Anderson and H. C. ODonnell Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.17

Temporary Enhanced Severance Plan applicable to R. D. Brown, R.
    P. Lienesch and H. C. ODonnell Incorporated by reference to the companys
    Form 10-Q
    for the quarter ended September 30, 2003 95




---



##### 



Page10
.18

Award Letter re. Temporary Enhanced Severance Plan to R. D. Brown Incorporated by reference to the companys
    Form 10-Q
    for the quarter ended September 30, 200310
.19

Award Letter re. Temporary Enhanced Severance Plan to H. C.
    ODonnell Incorporated by reference to the companys
    Form 10-Q
    for the quarter ended September 30, 200310
.20

Award Letter re. Temporary Enhanced Severance Plan to R. C. McKee Incorporated by reference to the companys
    Form 10-K
    for the fiscal year ended December 31, 200410
.21

Employment Agreement with Karlheinz Bourdon dated March 30,
    2005 Incorporated by reference to the companys
    Form 10-K
    for the fiscal year ended December 31, 200410
.22

Settlement Agreement between Ferromatik Milacron Maschinenbau
    GmbH and Karlheinz Bourdon Incorporated by reference to the companys
    Form 10-K
    for the fiscal Year ended December 31, 200610
.23

Executive Medical Expense Reimbursement Plan, Amended as of
    July 29, 2004 Incorporated by reference to the companys
    Form 10-Q
    for the quarter ended September 30, 200410
.24

Milacron Inc. 2002 Short-Term Incentive Plan, as amended
    February 21, 2008 Incorporated by reference to the companys
    Form 8-K
    filed on February 27, 200810
.25

Milacron Inc. 1994 Long-Term Incentive Plan, as amended
    October 1, 2007 Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.26

Milacron Inc. 1997 Long-Term Incentive Plan, as amended
    October 1, 2007 Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.27

Milacron Inc. 2004 Long-Term Incentive Plan, as amended
    October 1, 2007 Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.28

Cash Flow Improvement Award Agreement Incorporated by reference to the companys
    Form 8-K
    filed on March 3, 200610
.29

Form of Performance Based Restricted Shares Award Agreement Incorporated by reference to the companys
    Form 8-K
    filed on February 17, 200510
.30

Form of Restricted Shares Award Agreement Incorporated by reference to the companys
    Form 8-K
    filed on February 17, 200510
.31

Form of Restricted Stock Agreement Incorporated by reference to the companys
    Form 8-K
    filed on February 23, 200610
.32

Form of Notice of Award of Deferred Shares for Directors Incorporated by reference to the companys
    Form 8-K
    filed on February 17, 200510
.33

Form of Award Amendment Agreement relative to R. D. Brown Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.34

Form of Award Amendment Agreement relative to R. A. Anderson, H.
    C. ODonnell and R. C. McKee Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.35

Form of Notice of Amendment of Award relative to D. R. McIlnay Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.36

Form of Notice of Amendment of Award relative to S. B. Bailey
    Director Fee Agreement Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.37

Form of Notice of Common Stock Credit Incorporated by reference to the companys
    Form 8-K
    filed on February 23, 200610
.38

Form of Phantom Share Account Agreement Performance Incorporated by reference to the companys
    Form 8-K
    filed on February 17, 200510
.39

Form of Phantom Share Account Agreement Incorporated by reference to the companys
    Form 8-K
    filed on February 17, 2005 96




---



##### 



Page10
.40

Form of Phantom Share Account Agreement Incorporated by reference to the companys
    Form 8-K
    filed on February 23, 200610
.41

Milacron Inc. Plan for the Deferral of Directors
    Compensation, as amended Incorporated by reference to the companys
    Form 10-K
    for the fiscal year10
.42

Form of Special Executive Retention and Severance Agreement
    relative to R. D. Brown Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.43

Form of Special Executive Retention and Severance Agreement
    relative to R. A. Anderson,H. C. ODonnell and R. C. McKee Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.44

Milacron Inc. Director Deferred Compensation Plan, as amended
    October 1, 2007 Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.45

Milacron Inc. Retirement Plan for Non-Employee Directors, as
    amended October 1, 2007 Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.46

Milacron Retirement Plan for Non-Employee Directors, as amended
    February 10, 2004 Incorporated by reference to the companys
    Form 10-K
    for the fiscal year ended December 31, 200310
.47

Rights Agreement dated as of February 5, 1999, between
    Milacron Inc. and ChaseMellon Shareholder Services, LLC, as
    Rights Agent Incorporated by reference to the companys
    Registration Statement on
    Form 8-A
    (File
    No. 001-08485)10
.48

Amendment No. 1 to Rights Agreement dated as of
    March 11, 2004 among Milacron Inc. and Mellon Investor
    Services LLC Incorporated by reference to the companys
    Form 10-K
    for the fiscal year ended December 31, 200310
.49

Amendment No. 2 to Rights Agreement dated as of
    June 9, 2004 among Milacron Inc. and Mellon Investor
    Services LLC Incorporated by reference to the companys
    Form S-1
    filed on June 25, 2004 (Registration
    No. 333-116892)10
.50

Amendment No. 3 to Rights Agreement dated as of
    June 9, 2004 between Milacron Inc. and Mellon Investor
    Services LLC Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.51

Amendment No. 4 to Rights Agreement dated as of
    June 9, 2004 between Milacron Inc. and Mellon Investor
    Services LLC Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.52

Credit Agreement dated as of December 19, 2006 by and among
    Milacron Inc. and certain subsidiaries as Borrowers, certain
    subsidiaries as guarantors (or Canadian Borrowing Base
    Guarantors), the lenders party thereto and General Electric
    Capital Corporation, as administrative agent for the Lenders Incorporated by reference to the companys
    Form 8-K
    dated December 19, 200610
.53

Registration Rights Agreement dated as of March 12, 2004
    among Milacron Inc., Glencore Finance AG and Mizuho
    International plc Incorporated by reference to the companys
    Form 10-K
    for the fiscal year ended December 31, 200310
.54

Note Purchase Agreement dated as of March 12, 2004 among
    Milacron Inc., Glencore Finance AG and Mizuho International plc Incorporated by reference to the companys
    Form 10-K
    for the fiscal year ended December 31, 200310
.55

Letter Amendment to Note Purchase Agreement dated April 5,
    2004 among Milacron Inc., Glencore Finance AG and Mizuho
    International plc Incorporated by reference to the companys
    Form S-1
    filed on June 25, 2004 (Registration
    No. 333-116892) 97




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##### 



Page10
.56

Letter Amendment to Note Purchase Agreement dated June 7,
    2004 among Milacron Inc., Glencore Finance AG and Mizuho
    International plc Incorporated by reference to the companys
    Form S-1
    filed on June 25, 2004 (Registration
    No. 333-116892)10
.57

Contingent Warrant Agreement dated March 12, 2004 by and
    among Milacron Inc., Glencore Finance AG and Mizuho
    International plc Incorporated by reference to the companys
    Form S-1
    filed on June 25, 2004 (Registration
    No. 333-116892)10
.58

Voting Agreement dated as of October 2, 2007 between
    Milacron Inc. and Glencore Finance AG Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.59

Director Fee Agreement Incorporated by reference to the companys
    Form 8-K
    filed on October 5, 200710
.60

Asset Based Finance Agreement dated as of March 12, 2008
    among Lloyds TSB Bank Plc, Netherlands Branch and Belgium
    Branch, Lloyds TSB Commercial Finance Limited, Cimcool Europe
    B.V., Cimcool Industrial Products B.V., D.-M-E Europe CVBA,
    Ferromatik Milacron Maschinenbau GmbH, Milacron
    Kunststoffmaschinen Europa GmbH, Milacron B.V. and Milacron
    Nederland B.V. Incorporated by reference to the companys
    Form 8-K
    filed on March 18, 200810
.61

Loan Agreement dated as of March 12, 2008 between Lloyds
    TSB Bank Plc and Ferromatik Milacron Maschinenbau GmbH Incorporated by reference to the companys
    Form 8-K
    filed on March 18, 200810
.62

Receivables Finance Agreement dated as of March 12, 2008
    between Lloyds TSB Bank Plc and Cimcool Europe B.V. Incorporated by reference to the companys
    Form 8-K
    filed on March 18, 200810
.63

Receivables Finance Agreement dated as of March 12, 2008
    between Lloyds TSB Bank Plc and Cimcool Industrial Products B.V. Incorporated by reference to the companys
    Form 8-K
    filed on March 18, 200810
.64

Receivables Finance Agreement dated as of March 12, 2008
    between Lloyds TSB Bank Plc and D-M-E Europe CVBA Incorporated by reference to the companys
    Form 8-K
    filed on March 18, 200810
.65

Debt Purchase Agreement dated as of March 12, 2008 between
    Lloyds TSB Commercial Finance Limited and Ferromatik Milacron
    Maschinenbau GmbH Incorporated by reference to the companys
    Form 8-K
    filed on March 18, 200811
.

Statement Regarding Computation of Per-Share Earnings15
.

Letter Regarding Unaudited Interim Financial
    Information  not applicable18
.

Letter Regarding Change in Accounting Principles  not
    applicable19
.

Report Furnished to Security Holders  not applicable21
.

Subsidiaries of the Registrant22
.

Published Report Regarding Matters Submitted to Vote of Security
    Holders  not applicable23
.

Consent of Experts and Counsel24
.

Power of Attorney  not applicable31
.

Certifications pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002:31
.1.

Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act31
.2.

Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act32
.

Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 200299
.

Additional Exhibits  not applicable  98




---



##### 



Item 15
    (b)  Index to Certain Exhibits and Financial
    Statement Schedules Filed Herewith
  Exhibit 3.1

Restated Certificate of Incorporation of Milacron Inc., as
    amended November 27, 2007Exhibit 11

Statement Regarding Computation of Per-Share EarningsExhibit 21

Subsidiaries of the RegistrantExhibit 23

Consent of Experts and CounselExhibit 31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley
    ActExhibit 31.2

Certification pursuant to Section 302 of the Sarbanes-Oxley
    ActExhibit 32

Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002  99




---



##### 



MILACRON
    INC. AND SUBSIDIARIESSCHEDULE II  VALUATION AND
    QUALIFYING ACCOUNTS AND RESERVESYears ended 2007 and 2006
   Col. A

Col. B


Col. C


Col. D


Col. EAdditionsBalance at


Charged to








BalanceBeginning


Cost and


Other


Deductions


at EndDescription

of Period


Expenses


-Describe (a)


-Describe


of Period(In thousands)Year ended 2007Allowance for doubtful accounts

$
7,342


$
1,872


$
426


$
(1,889
)(b)

$
7,751Restructuring and consolidation reserves

$
3,926


$
3,678


$
120


$
(5,437
)(b)

$
1,920(367
)(c)Allowance for inventory obsolescence

$
27,253


$
1,955


$
1,697


$
(4,429
)(b)

$
26,476Year ended 2006Allowance for doubtful accounts

$
9,038


$
1,628


$
538


$
(3,862
)(b)

$
7,342Restructuring and consolidation reserves

$
1,384


$
9,934


$
181
(a)

$
(7,482
)(b)

$
3,926121
(d)


(212
)(c)Allowance for inventory obsolescence

$
26,381


$
4,650


$
1,805


$
(5,583
)(b)

$
27,253     (a)
    
    Represents foreign currency translation adjustments during the
    year.(b)
    
    Represents amounts charged against the reserves during the year.(c)
    
    Represents reversals of excess reserves.(d)
    
    Represents reclassifications from other accounts and refunds of
    amounts previously expensed and paid. 100




---



##### 



SIGNATURES    Milacron Inc.
  By:
    /s/  Ronald
    D. Brown  Ronald D. Brown;
 Chairman, President and Chief Executive Officer,
 Director (Chief Executive Officer)
  By:
    /s/  Ross
    A. Anderson  Ross A. Anderson;
 Senior Vice President  Finance and Chief
    Financial
 Officer (Chief Financial Officer)
  By:
    /s/  Danny
    L. Gamez  Danny L. Gamez;
 Controller
 (Chief Accounting Officer)
      /s/  Sallie
    B. BaileySallie
    B. Bailey; March 24, 2008(Director)

/s/  John
    P. BolducJohn
    P. Bolduc; March 24, 2008(Director)/s/  John
    P. CapleJohn
    P. Caple; March 24, 2008(Director)

/s/  Jason
    T. EglitJason
    T. Eglit; March 24, 2008 (Director)/s/  Tiffany
    F. KoschTiffany
    F. Kosch; March 24, 2008(Director)

/s/  Donald
    R. McLlnayDonald
    R. McIlnay; March 24, 2008(Director)/s/  Sami
    W. MnaymnehSami
    W. Mnaymneh; March 24, 2008(Director)

/s/  Matthew
    S. SanfordMatthew
    S. Sanford; March 24, 2008(Director)/s/  Lewis
    J. SchoenwetterLewis
    J. Schoenwetter; March 24, 2008(Director)

/s/  Mark
    L. SegalMark
    L. Segal; March 24, 2008 (Director)/s/  Charles
    F.C. TurnerCharles
    F.C. Turner; March 24, 2008(Director)

/s/  Larry
    D. YostLarry
    D. Yost; March 24, 2008(Director)  101