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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K/A Amendment No. 1
 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended
    
    Commission File NumberDecember 31, 2004
    
    1-8485
 MILACRON INC.  Incorporated in Delaware
    
    I.R.S. No. 31-1062125
 Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class:
    
    Name of Each Exchange
on Which Registered:Common Shares  Par Value $.01
    
    New York Stock Exchange, Inc.
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
R                    No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange
Act Rule 12b-2). Yes
R                    No o The aggregate market value of voting stock held by non-affiliates of the registrant was
$126,107,092 at June 30, 2004. *Voting stock held by officers, directors and principal holders is not included in the
computation. The company, however, has not made a determination that such individuals are
affiliates within the meaning of Rule 405 under the Securities Act of 1933. Number of shares of Common Stock, $.01 par value, outstanding as of June 15, 2005: 49,797,115 Documents Incorporated by Reference: None.




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The registrant hereby amends the following items of its Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 (originally filed March 30, 2005), as set forth on the pages
attached hereto: Item 9A.
    
    Controls and ProceduresItem 15(b).
    
    ExhibitsSignaturesExhibitsEX-23.1EX-31.3EX-31.4EX-32.1
  Except for the revisions to Item 9A and the other amendments described above, this Form 10-K/A does
not modify or update other disclosure in, or exhibits to, the original Annual Report on Form 10-K. Cautionary Statement We wish to caution readers about the forward-looking statements in this Form 10-K/A. These
include all statements that speak about the future or are based on our interpretation of factors
that might affect our business. Such statements by their nature involve risks and uncertainties
that could significantly impact operations, markets, products and expected results. Please refer
to the Cautionary Statement included in our Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2005 (filed May 10, 2005).




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Item 9A. Controls and Procedures Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed by the company is recorded, processed, summarized
and reported, within the time periods specified in the rules and forms of the Securities and
Exchange Commission (SEC). As of the end of the companys fourth quarter, management conducted an
evaluation (under the supervision and with the participation of the chief executive officer and the
chief financial officer), pursuant to Rule 13a-15(b) promulgated under the Securities Exchange Act
of 1934, as amended (the Exchange Act), of the effectiveness of the companys disclosure controls
and procedures. As part of such evaluation, management considered the matters discussed below
relating to internal control over financial reporting. Based on this evaluation, the companys
chief executive officer and chief financial officer have concluded that the companys disclosure
controls and procedures were not effective as of December 31, 2004, due to the material weaknesses
in internal control over financial reporting described below. Managements Report on Internal Control over Financial Reporting The companys management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:  
    
    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. Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that control may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. Management (under the supervision and with the participation of the chief executive officer
and the chief financial officer) has conducted an evaluation of its internal control over financial
reporting based on the criteria established in Internal Control  Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The companys management assessed the effectiveness of the companys internal control over
financial reporting as of December 31, 2004. Three material weaknesses, as defined in standards
established by the Public Company Accounting Oversight Board (United States), have been identified.
A material weakness is a deficiency in internal control over financial reporting that results in
more than a remote likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected. The following is a description of the three material
weaknesses in the companys internal control over financial reporting:  
    
    Review of Complex and Judgmental Accounting IssuesThere are inadequate levels of
review of complex and judgmental accounting issues. Various audit adjustments were needed
to correct errors resulting from this internal control deficiency, which manifested itself
in the determination of deferred tax valuation allowances as well as litigation reserves
and recoverables from third-party insurers. These adjustments are reflected in the
companys audited financial statements for the year ended December 31, 2004.




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To address this material weakness, the company continues to implement remediation plans,
including the following:  
    
    The company implemented increased levels of review of complex and
judgmental accounting issues.
    
    The company initiated a plan to add personnel with technical accounting
expertise and began a search for qualified candidates.
    
    The company implemented a new policy and guidelines for increased,
individualized professional development for finance and accounting personnel.  
    
    Segregation of Duties-There is inadequate segregation of incompatible duties with
respect to the companys manual and computer-based business processes at the corporate and
operating levels. Such inadequacy in segregation of incompatible duties significantly
reduced or eliminated the effectiveness of many of the companys internal controls over the
accounts which comprise the consolidated financial statements. This material weakness has
been caused primarily by two factors:  
    
    Instances in which, as a result of the companys effort to stream-line
business processes, individuals are in various conflicting roles; and
    
    The use of older computer systems which are not always capable of
limiting users access to certain transactions. No audit adjustments to the companys audited financial statements for the year ended
December 31, 2004 resulted from this material weakness. To address this material weakness, the company will implement, based on specific
circumstances, one or more measures, which will include:  
    
    Reassignment of certain responsibilities in order to eliminate incompatible roles;
    
    Implementation of independent reviews of certain completed transactions; and
    
    Further restriction of access to certain sensitive, conflicting transactions. Additionally, the company is in the process of implementing a company-wide,
state-of-the-art enterprise resource system to upgrade its overall operating systems. In
addition to the many operating benefits, the new system will also be capable of adequate
segregation of duties. The conversion over to this new computer system is scheduled to
begin in early 2006.  
    
    Inventory ValuationThere are insufficient controls with respect to the accounting for
inventories primarily at one major North American manufacturing location. Specifically,
the Company did not have effective controls to ensure inventory was properly valued and to
ensure inventory was properly relieved at the time of sale. No significant audit
adjustments to the companys audited financial statements as of December 31, 2004 were
necessary as a result of this condition. In addition, management believes that inventory
values at that date and the related cost of sales for the year ended December 31, 2004 are
fairly stated in all material respects.To address this material weakness, the company is implementing procedures to improve its
inventory controls and documentation surrounding inventory valuation. These controls and
documentation will also be considered as part of the design and implementation of the
companys new enterprise resource system. Because of the material weaknesses described above, management has concluded that, as of
December 31, 2004, the company did not maintain effective internal control over financial
reporting. Ernst & Young LLP, the registered public accounting firm that audited the companys financial
statements included in the Form 10-K, has issued an attestation report on managements assessment
of the effectiveness of internal control over financial reporting as of December 31, 2004, which is
included below. CHANGES IN INTERNAL CONTROL No change in internal control over financial reporting was made in the fourth quarter of 2004
that materially affected, or is likely to materially affect, the companys internal control over
financial reporting.




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Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting Milacron Inc. We have audited managements assessment, included in the accompanying Managements Report on
Internal Control over Financial Reporting appearing in
Item 9A of this Amended Annual Report
on Form 10-K, that Milacron Inc. did not maintain effective internal control over financial
reporting as of December 31, 2004, because of the effect of the three material weaknesses
identified in managements assessment, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria). Milacron Inc.s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on managements
assessment and an opinion on the effectiveness of the companys internal control over financial
reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion. A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) 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 (3) 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. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. A material weakness is a control deficiency, or combination of control deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected. The following material weaknesses have been
identified and included in managements assessment: Review of Complex and Judgmental Accounting Issues- The Company does not have adequate levels of
review of complex and judgmental accounting issues. Various audit adjustments to the financial
statements as of and for the year ended December 31, 2004 were needed to correct errors resulting
from this internal control deficiency, which manifested itself in the determination of deferred tax
valuation allowances, litigation reserves, and receivable amounts due from third-party insurers. Segregation of Duties- There is inadequate segregation of incompatible duties within the Companys
manual and computer-based business processes at the corporate and operating levels. The
inadequate segregation of incompatible duties significantly reduced or eliminated the effectiveness
of many of the Companys internal controls over the accounts which comprise the consolidated
financial statements.




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Accounting for Inventories There are insufficient controls with respect to the accounting for
inventories primarily at one major North American manufacturing location. Specifically, the
Company did not have effective controls to ensure inventory was properly valued and to ensure
inventory was properly relieved at the time of sale. These material weaknesses were considered in determining the nature, timing, and extent of audit
tests applied in our audit of the 2004 financial statements and this report does not affect our
report dated March 25, 2005, on those financial statements. In our opinion, managements assessment that Milacron Inc. did not maintain effective internal
control over financial reporting as of December 31, 2004, is fairly stated, in all material
respects, based on the COSO control criteria. Also, in our opinion, because of the effect of the
material weaknesses described above on the achievement of the objectives of the control criteria,
Milacron Inc. has not maintained effective internal control over financial reporting as of December
31, 2004 based on the COSO control criteria. We do not express an opinion or any other form of assurance on managements statements referring to
plans for corrective action and remediation of the material weaknesses identified in managements
assessment. /s/ Ernst & Young LLP Cincinnati, Ohio June 28, 2005




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Item 15 (b)  Index to Certain Exhibits and Financial Statement Schedules filed with the companys Form 10-K for the fiscal year ended December 31, 2004 and Amendment No. 1 to the companys Form 10-K for the fiscal year ended December 31, 2004 Exhibit 10.6
    
    Milacron Kunststoffmaschinen Europa GmbH Pension Plan for Senior Managers and Executives*Exhibit 10.10
    
    Milacron Inc. Executive Life Insurance Plan*Exhibit 10.13
    
    Form of Tier II Executive Severance Agreement Applicable to K. Bourdon and R.C. McKee*Exhibit 10.19
    
    Award Letter re. Temporary Enhanced Severance Plan to R.C. McKee*Exhibit 10.20
    
    Employment Agreement with Karlheinz Bourdon dated March 30, 2005*Exhibit 11
    
    Statement Regarding Computation of Per-Share Earnings*Exhibit 18
    
    Letter Regarding Change in Accounting Principles*Exhibit 21
    
    Subsidiaries of the Registrant*Exhibit 23
    
    Consent of Experts and Counsel*Exhibit 23.1
    
    Consent of Experts and Counsel**Exhibit 31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act*Exhibit 31.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act*Exhibit 31.3
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act**Exhibit 31.4
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act**Exhibit 32
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*Exhibit 32.1
    
    Certification pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002**
 * Filed with the companys Form 10-K for the year ended December 31, 2004 ** Filed with Amendment No. 1 to the companys Form 10-K for the year ended December 31, 2004




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Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized. Milacron Inc.By:
    
    /s/ Robert P. LieneschRobert P. LieneschSenior Vice President, Controller and Chief Financial Officer
 Date: June 28, 2005