-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I8bQInQYnQoJapcgNUk8mJ7XMBcDSMC1a6FpY5/veLlhZYiGx9W4pjwlGX75bQdM Zjunffd7I+jGVI959I/c8A== /in/edgar/work/20000814/0000716823-00-000013/0000716823-00-000013.txt : 20000921 0000716823-00-000013.hdr.sgml : 20000921 ACCESSION NUMBER: 0000716823-00-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILACRON INC CENTRAL INDEX KEY: 0000716823 STANDARD INDUSTRIAL CLASSIFICATION: [3541 ] IRS NUMBER: 311062125 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08485 FILM NUMBER: 697474 BUSINESS ADDRESS: STREET 1: 2090 FLORENCE AVENUE STREET 2: PO BOX 63716 CITY: CINCINNATI STATE: OH ZIP: 45206 BUSINESS PHONE: 5134875000 MAIL ADDRESS: STREET 1: 2090 FLORENCE AVENUE STREET 2: P.O. BOX 63716 CITY: CINCINNATI STATE: OH ZIP: 45206 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILACRON INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILACRON HOLDINGS INC DATE OF NAME CHANGE: 19830503 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILLING MACHINE CO DATE OF NAME CHANGE: 19600201 10-Q 1 0001.htm MILACRON INC. Milacron 10Q-Q2-2000

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
        For the quarter ended June 30, 2000

[_]   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
        For the transition period from_____________ to___________

Commission file number 1-8485

MILACRON INC.

2090 Florence Avenue
Cincinnati, Ohio 45206
(513) 487-5000

Incorporated in Delaware

I.R.S. No. 31-1062125

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [x] No [_]

Number of shares of Common Stock, $1.00 par value, outstanding as of August 7, 2000: 34,846,796

                         MILACRON INC. AND SUBSIDIARIES
                                      Index


                                                                                                                       PAGE


PART I   FINANCIAL INFORMATION


Item    1.        Financial Statements


                    Consolidated Condensed Statements of Earnings                                                       3


                    Consolidated Condensed Balance Sheets                                                               4


                    Consolidated Condensed Statements of Cash Flows                                                     5


                    Notes to Consolidated Condensed Financial
                      Statements                                                                                        6


Item    2.        Management's Discussion and Analysis of
                    Financial Condition and Results of Operations                                                      13

Item    3.        Quantitative and Qualitative Disclosures about Market Risk                                           20


PART II  OTHER INFORMATION

Item    1.        Legal Proceedings                                                                                    21

Item    4.        Submission of Matters to a Vote of Security Holders                                                  21

Item    6.        (a) Exhibits                                                                                         21


                  (b) Reports on Form 8-K                                                                              21


                  Signatures                                                                                           22


                  Index to Exhibits                                                                                    23


PART I  FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
Milacron Inc. and Subsidiaries
(Unaudited)
- -------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS, EXCEPT SHARE AND PER-SHARE AMOUNTS)                  THREE MONTHS ENDED                  SIX MONTHS ENDED
- -------------------------------------------------------------------------------------------------------------------------
                                                                          JUNE 30,                         JUNE 30,
                                                                  ----------------------           ----------------------
                                                                       2000         1999                2000         1999
- -------------------------------------------------------------------------------------------------------------------------

Sales.......................................................      $   404.5     $  401.0           $   801.4    $   793.0
Cost of products sold.......................................          299.1        298.7               593.1        587.1
                                                                  ---------     --------           ---------    ---------
   Manufacturing margins....................................          105.4        102.3               208.3        205.9

Other costs and expenses
   Selling and administrative...............................           67.3         68.4               133.5        138.8
   Restructuring costs......................................             .3           -                  1.5           -
   Other - net..............................................            2.9          2.0                 7.2          4.5
                                                                  ---------     --------           ---------    ---------
     Total other costs and expenses.........................           70.5         70.4               142.2        143.3
                                                                  ---------     --------           ---------    ---------

Operating earnings..........................................           34.9         31.9                66.1         62.6

Interest
   Income...................................................             .5           .3                 1.0           .7
   Expense..................................................          (10.3)        (9.7)              (20.1)       (19.3)
                                                                  ---------     --------           ---------    ---------
     Interest - net.........................................           (9.8)        (9.4)              (19.1)       (18.6)
                                                                  ---------     --------           ---------    ---------

EARNINGS BEFORE INCOME TAXES AND
   MINORITY SHAREHOLDERS' INTERESTS.........................           25.1         22.5                47.0         44.0

Provision for income taxes..................................            7.8          6.7                14.6         13.0
                                                                  ---------     --------           ---------    ---------

EARNINGS BEFORE MINORITY SHAREHOLDERS' INTERESTS............           17.3         15.8                32.4         31.0

Minority shareholders' interests in
   earnings of subsidiaries.................................             .6           .5                  .6           .6
                                                                  ---------     --------           ---------    ---------

NET EARNINGS................................................      $    16.7     $   15.3           $    31.8    $    30.4
                                                                  =========     ========           =========    =========

EARNINGS PER COMMON SHARE
   BASIC ...................................................      $     .47     $    .42           $     .89    $     .82
                                                                  =========     ========           =========    =========
   DILUTED..................................................      $     .47     $    .41           $     .88    $     .81
                                                                  =========     ========           =========    =========

Dividends per common share..................................      $     .12     $    .12           $     .24    $     .24
                                                                  =========     ========           =========    =========

Weighted average common shares outstanding
   assuming dilution (in thousands).........................         35,547       36,978              35,892       37,239

- -------------------------------------------------------------------------------------------------------------------------

See notes to consolidated condensed financial statements.

CONSOLIDATED CONDENSED BALANCE SHEETS
Milacron Inc. and Subsidiaries
(Unaudited)
- -------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS, EXCEPT PAR VALUE)                                                                JUNE 30,           DEC. 31,
                                                                                                 2000                1999
- -------------------------------------------------------------------------------------------------------------------------

ASSETS
Current assets
   Cash and cash equivalents........................................................        $    33.4          $     81.3
   Notes and accounts receivable, less allowances of $12.6 in 2000
     and $12.1 in 1999..............................................................            226.1               217.3
   Inventories
     Raw materials..................................................................             48.5                44.4
     Work-in-process and finished parts.............................................            184.2               176.2
     Finished products..............................................................            145.2               152.8
                                                                                            ---------          ----------
       Total inventories............................................................            377.9               373.4
   Other current assets.............................................................             51.8                45.6
                                                                                            ---------          ----------
     Total current assets...........................................................            689.2               717.6
Property, plant and equipment - net.................................................            309.9               323.2
Goodwill............................................................................            414.9               419.6
Other noncurrent assets.............................................................             83.6                76.3
                                                                                            ---------          ----------
TOTAL ASSETS                                                                                $ 1,497.6          $  1,536.7
                                                                                            =========          ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
   Borrowings under lines of credit.................................................        $   128.5          $    117.7
   Long-term debt due within one year...............................................              6.6               107.0
   Trade accounts payable...........................................................            120.3               130.7
   Advance billings and deposits....................................................             25.8                28.8
   Accrued and other current liabilities............................................            173.7               172.7
                                                                                            ---------          ----------
     Total current liabilities......................................................            454.9               556.9
Long-term accrued liabilities.......................................................            190.9               190.8
Long-term debt......................................................................            373.2               298.1
                                                                                            ---------          ----------
   TOTAL LIABILITIES                                                                          1,019.0             1,045.8
Commitments and contingencies.......................................................               -                   -
Shareholders' equity
   4% Cumulative Preferred shares...................................................              6.0                 6.0
   Common shares, $1 par value (outstanding: 34.8 in 2000 and 36.8 in 1999).........             34.8                36.8
   Capital in excess of par value...................................................            302.3               325.5
   Reinvested earnings..............................................................            181.1               158.0
   Accumulated other comprehensive income (loss)....................................            (45.6)              (35.4)
                                                                                            ---------          ----------
     TOTAL SHAREHOLDERS' EQUITY                                                                 478.6               490.9
                                                                                            ---------          ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                  $ 1,497.6          $  1,536.7
                                                                                            =========          ==========

- -------------------------------------------------------------------------------------------------------------------------

See notes to consolidated condensed financial statements.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Milacron Inc. and Subsidiaries
(Unaudited)
- -------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                              THREE MONTHS ENDED            SIX MONTHS ENDED
- -------------------------------------------------------------------------------------------------------------------------
                                                                              JUNE 30,                    JUNE 30,
                                                                      -----------------------       ---------------------
                                                                            2000         1999           2000         1999
- -------------------------------------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   OPERATING ACTIVITIES CASH FLOWS
     Net earnings.................................................     $   16.7     $   15.3       $    31.8    $    30.4
     Operating activities providing (using) cash
       Depreciation and amortization..............................         15.0         14.1            30.2         28.8
       Deferred income taxes......................................          1.4          8.7             2.7          9.4
       Working capital changes
         Notes and accounts receivable............................            -         (2.4)          (13.3)        (9.8)
         Inventories..............................................         (7.2)        (1.2)          (13.7)       (16.7)
         Other current assets.....................................         (3.8)        (2.2)           (5.8)        (3.7)
         Trade accounts payable...................................         (2.0)        (5.6)           (7.0)       (20.2)
         Other current liabilities................................          4.0         (9.9)            (.4)         (.9)
       Decrease (increase) in other noncurrent assets.............         (4.9)        (2.9)           (6.8)         1.2
       Increase (decrease) in long-term accrued liabilities.......           .9         (1.3)            2.2         (2.0)
       Other - net................................................          (.1)          .3             (.9)         (.6)
                                                                       --------     --------       ---------    ---------
         Net cash provided by operating activities................         20.0         12.9            19.0         15.9
   INVESTING ACTIVITIES CASH FLOWS
     Capital expenditures.........................................         (9.4)       (13.6)          (16.9)       (28.8)
     Net disposals of property, plant and equipment...............           .5           .1              .8           .5
     Acquisitions.................................................         (3.6)         (.5)           (3.6)       (11.0)
     Divestitures.................................................         (3.0)         6.4            (3.0)         9.6
                                                                       --------     --------       ---------    ---------
       Net cash used by investing activities......................        (15.5)        (7.6)          (22.7)       (29.7)
   FINANCING ACTIVITIES CASH FLOWS
     Dividends paid...............................................         (4.3)        (4.5)           (8.7)        (9.1)
     Issuance of long-term debt...................................        110.1            -           110.1           -
     Repayments of long-term debt ................................       (132.6)         (.2)         (132.8)        (1.7)
     Increase (decrease) in borrowings under lines of credit......         21.1          (.6)           12.2         32.3
     Net purchases of treasury and other common shares............        (11.6)        (1.1)          (23.9)       (18.8)
                                                                       --------     --------       ----------   ---------
       Net cash provided (used) by financing activities...........        (17.3)        (6.4)          (43.1)         2.7
EFFECT OF EXCHANGE RATE FLUCTUATIONS ON CASH
   AND CASH EQUIVALENTS...........................................          (.4)         (.7)           (1.1)        (2.0)
                                                                       --------     --------       ---------    ---------
DECREASE IN CASH AND CASH EQUIVALENTS.............................        (13.2)        (1.8)          (47.9)       (13.1)
Cash and cash equivalents at beginning of period..................         46.6         37.6            81.3         48.9
                                                                       --------     --------       ---------    ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD........................     $   33.4     $   35.8       $    33.4    $    35.8
                                                                       ========     ========       =========    =========

- -------------------------------------------------------------------------------------------------------------------------

See notes to consolidated condensed financial statements

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments, including only normal recurring adjustments except for the matters discussed in the note captioned "Restructuring Costs," necessary to present fairly the company's financial position, results of operations and cash flows.

The Consolidated Condensed Balance Sheet at December 31, 1999, has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The accounting policies followed by the company are set forth in the "Summary of Significant Accounting Policies" note to the consolidated financial statements included in the company's Annual Report on Form 10-K for the year ended December 31, 1999.

RESTRUCTURING COSTS
In 1999, the company implemented two separate initiatives to improve operating efficiency and strengthen synergies between certain recently acquired businesses and its previously existing operations.

In September, the company announced a formal plan to consolidate Uniloy's European blow molding operations in a new manufacturing facility located near Milan, Italy. At the time Uniloy was acquired in September, 1998, the company recognized the need for improved efficiency within Uniloy's European operations and immediately thereafter began to evaluate various options for the purpose of identifying the optimal long-term solution. Through that process, it was determined that the manufacturing and assembly operations at the plants located in Florence and Milan, Italy and Berlin, Germany would be consolidated into a more modern plant near Milan and transferred to another plant located in the Czech Republic. In the second quarter of 1999, the company began to develop a detailed plan for the consolidation, which was formally approved by management in August, 1999, and publicly announced in September, 1999.

The total cost of the plan, which was implemented in the fourth quarter of 1999 and which is scheduled to be completed in the fourth quarter of 2000, was orginally expected to be approximately $6.7 million. However, foreign currency exchange rate fluctuations since the acquisiton date have had the effect of reducing the total cost as measured in U.S. dollars to approximately $5.6 million, including $.7 million that is being charged to expense as incurred. Of the latter amount, $.5 million was expensed in the first two quarters of 2000. The remainder of the total cost of the consolidation is included in a reserve for employee termination benefits and facility exit costs that was established in the allocation of the Uniloy acquisition cost. The original amount of the reserve was $5.7 million but foreign currency exchange rate fluctuations have had the effect of reducing it by $.9 million, including $.2 million in the first two quarters of 2000. Charges against the reserve in the first two quarters of 2000 were $2.1 million.

The total cash cost of the consolidation is currently expected to be approximately $3 million, which is net of the expected proceeds from the sale of two facilities in Italy. The consolidation is reducing revenues in the short term but is not expected to adversely affect revenue next year. Completion of the consolidation is expected to result in annual pretax cost savings of approximately $3 million, which began to phase-in during the second quarter of 2000.

In December, the company implemented a second plan to improve operating efficiency and reduce costs at additional businesses. The actions contemplated by the plan involve both segments' operations in North America and Europe. The plan involves the closure of four smaller manufacturing facilities, the operations of which have been transferred to other locations, and the elimination of approximately 310 manufacturing and administrative positions worldwide, of which approximately 300 have been eliminated through June 30, 2000. There have been no changes in the actions contemplated by the plan and the total cost of implementing it is now expected to be approximately $20.7 million, including $16.0 million in 1999 and $4.7 million in 2000. Of the 1999 amount, $14.1 million was included in a reserve for employee termination benefits and facility exit costs that was recorded in the fourth quarter. Charges against this reserve in the first two quarters of 2000 totaled $8.3 million. Foreign currency exchange rate fluctuations during the first two quarters had the effect of reducing the reserve by an additional $.6 million. The total cost of the plan also includes 1999 charges of $1.7 million for supplemental early retirement benefits for certain employees that are being be funded through pension plans and $4.9 million for additional costs that are being charged to expense as incurred. Of the latter amount, $1.0 million was incurred in the first two quarters of 2000.

The total cash cost of the plan, including capital expenditures of $3.7 million, is expected to be approximately $17.6 million, most of which will be expended in 2000. Completion of the plan is expected to result in annual pretax cost savings of more than $20 million, which are phasing-in during 2000 and which are expected to be fully realized in 2001.

    As presented in the  Consolidated  Condensed  Statements of Earnings for the
second  quarter  of 2000  and the six  months  ended  June  30,  2000,  the line
captioned "Restructuring Costs" includes the following components:

- ---------------------------------------------------------------------------------------------------------------------------
RESTRUCTURING COSTS
- ---------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                 THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                                   JUNE 30, 2000                      JUNE 30, 2000
- ---------------------------------------------------------------------------------------------------------------------------

Costs related to Uniloy consolidation............                     $       -                           $     .5
Other restructuring costs........................                            .3                                1.0
                                                                       --------                           --------
                                                                       $     .3                           $    1.5
                                                                       ========                           ========

- ---------------------------------------------------------------------------------------------------------------------------

    Changes in the reserves for the two  initiatives  discussed above during the
second  quarter of 2000 and the six months ended June 30, 2000 are summarized in
the following table.

- ---------------------------------------------------------------------------------------------------------------------------
RESTRUCTURING RESERVES
- ---------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                       THREE MONTHS ENDED                           SIX MONTHS ENDED
                                                       JUNE 30, 2000                               JUNE 30, 2000
                                         ---------------------------------------     --------------------------------------
                                            BEGINNING                     ENDING        BEGINNING                    ENDING
                                              BALANCE       CHANGE       BALANCE          BALANCE       CHANGE      BALANCE
- ---------------------------------------------------------------------------------------------------------------------------
Uniloy consolidation
   Termination benefits...............      $     1.8     $    (.4)    $    1.4         $     3.6    $    (2.2)    $    1.4
   Facility exit costs................             .6           -            .6                .7          (.1)          .6
                                            ---------     --------     --------         ---------    ---------     --------
                                                  2.4          (.4)         2.0               4.3         (2.3)         2.0
Restructuring costs
   Termination benefits...............            7.4         (5.7)         1.7               9.4         (7.7)         1.7
   Facility exit costs................            3.5          (.9)         2.6               3.8         (1.2)         2.6
                                            ---------     --------     --------         ---------    ---------     --------
                                                 10.9         (6.6)         4.3              13.2         (8.9)         4.3
                                            ---------     --------     --------         ---------    ---------     --------
Total reserves........................      $    13.3     $   (7.0)    $    6.3         $    17.5    $   (11.2)    $    6.3
                                            =========     ========     ========         =========    =========     ========

- ---------------------------------------------------------------------------------------------------------------------------

ACQUISITIONS
In July, 1999, the company acquired Nickerson Machinery Inc., Pliers International Inc., and Plastic Moulding Supplies Ltd. (collectively, Nickerson). With annual sales of $7 million as of the acquisition date, Nickerson sells supplies and equipment for plastic processing through two catalog distribution centers in the U.S. and one in the U.K. The operation in the U.K. also manufactures and refurbishes screws and barrels for small injection molding machines.

In the third quarter of 1999, the company made three acquisitions in the metalworking technologies segment. In August, the company acquired Producto Chemical, Inc. (Producto), a U.S. manufacturer of process cleaners, washers, corrosion inhibitors and specialty products for metalworking with annual sales approaching $5 million as of the acquisition date. Producto’s products are being marketed worldwide through the company’s sales and distribution channels. In September, the company acquired Oak International, Inc. (Oak), a supplier of metalforming lubricants and process cleaners and a leading supplier of lubricants used in the manufacture of industrial heat exchangers and air conditioners. Headquartered in Michigan, Oak has two manufacturing plants in the U.S. and one in the U.K. and had annual sales approaching $12 million as of the acquisition date. Also in September, the company acquired the Micro Carbide product line of round, solid-carbide metalworking tools, which includes reamers, step drills and miniature tools. These products are being produced at the company’s Data Flute facility.

All of the 1999 acquisitions were accounted for under the purchase method and were financed through the use of available cash and borrowings under lines of credit. The aggregate cost of the acquisitions, including professional fees and other related costs, is expected to total $32.4 million. The allocation of the aggregate cost of the acquisitions to the assets acquired and liabilities assumed is presented in the table that follows.

- ----------------------------------------------------------------------------------------------------------------------------------
ALLOCATION OF ACQUISITION COST
- ----------------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                             1999
- ----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents......................       $     .7
Accounts receivable............................            4.0
Inventories....................................            5.0
Other current assets...........................             .3
Property, plant and equipment..................            4.5
Goodwill.......................................           21.7
                                                      --------
   Total assets................................           36.2

Borrowings under lines of credit...............             .7
Other current liabilities......................            1.7
Long-term accrued liabilities..................             .5
Long-term debt.................................             .9
                                                      --------
   Total liabilities...........................            3.8
                                                      --------
Total acquisition cost.........................       $   32.4
                                                      ========

- ----------------------------------------------------------------------------------------------------------------------------------

Late in May, 2000, the company acquired Akron Extruders, Inc., a single-screw plastics extrusion manufacturer having annual sales of approximately $5 million. The manufacture of Akron Extruders’ lines of single-screw extruders and replacement barrels and screws has been moved to the company’s principal U.S. plastics machinery facility near Cincinnati.

INCOME TAXES
In both 2000 and 1999, the provision for income taxes consists of U.S. federal and state and local income taxes as well as non-U.S. income taxes. The provision also includes the effects of adjustments of deferred tax assets and related valuation allowances in certain non-U.S. jurisdictions.

At December 31, 1999, certain of the company’s non-U.S. subsidiaries had net operating loss carryforwards aggregating approximately $146 million, substantially all of which have no expiration dates. The deferred tax assets related to certain of these loss carryforwards were partially reserved through valuation allowances which totaled approximately $35 million. The company reviews valuation allowances periodically based upon the relative amount of positive and negative evidence available at the time. This is done for the purpose of reaching conclusions regarding the future realization of deferred tax assets. The principal focus of this review is the expected utilization of net operating loss carryforwards during the current and future years. Valuation allowances are then adjusted accordingly. The resulting decreases or increases in valuation allowances serve to favorably or unfavorably affect the company’s effective tax rate.

The company’s expected effective tax rate for 2000 of 31% is lower than the U.S. federal statutory rate due principally to the planned reversal of valuation allowances in certain jurisdictions, particularly in Germany. However, the extent of such valuation allowance adjustments will ultimately be contingent upon the achievement of planned operating results for the year and changes in facts and circumstances that may affect the amount of positive or negative evidence available at future review dates. A change in German tax law that is expected to be enacted in 2000 may also affect the tax rate for 2000 by requiring the adjustment of the company’s German deferred tax accounts and the related valuation allowances. Management believes that the effect of any required adjustment will not be significant.

The effective tax rate for 1999 was also less than the federal statutory rate due in part to the planned adjustment of valuation allowances based on the utilization of net operating loss carryforwards in Germany. The tax provision for the first six months of 1999 also included the effect of first quarter tax reserve adjustments to more accurately reflect actual expected liabilities. These benefits were partially offset by a first quarter adjustment of the company’s net deferred tax assets in Germany to a lower tax rate.

RECEIVABLES
In accordance with the company’s receivables purchase agreement with an independent party, the company sells on an ongoing basis and without recourse an undivided percentage ownership interest of up to $75.0 million in designated pools of accounts receivable. At June 30, 2000, March 31, 2000, December 31, 1999, June 30, 1999, March 31, 1999 and December 31, 1998, the undivided interest in the company’s gross accounts receivable that had been sold to the purchaser aggregated $75.0 million, $75.0 million, $75.0 million, $72.9 million, $71.2 million and $63.1 million, respectively. Increases and decreases in the amount sold are reported as operating cash flows in the Consolidated Condensed Statements of Cash Flows. Costs related to the sales are included in other costs and expenses-net in the Consolidated Condensed Statements of Earnings.

LIABILITIES
    The  components  of accrued  and other  current  liabilities  and  long-term
accrued liabilities are shown in the following tables.

- ----------------------------------------------------------------------------------------------------------------------------------
ACCRUED AND OTHER CURRENT LIABILITIES
- ----------------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                            JUNE 30,    DEC. 31,
                                            2000        1999
- ----------------------------------------------------------------------------------------------------------------------------------
Accrued salaries, wages and
   other compensation...............    $  52.7     $   53.6
Accrued and deferred income
   taxes............................       20.5         16.1
Other accrued expenses..............      100.5        103.0
                                        -------     --------
                                        $ 173.7     $  172.7
                                        =======     ========

- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
LONG-TERM ACCRUED LIABILITIES
- ----------------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                            JUNE 30,    DEC. 31,
                                            2000        1999
- ----------------------------------------------------------------------------------------------------------------------------------
Accrued pension and
   other compensation...............    $  65.9     $   69.1
Accrued postretirement
   health care benefits.............       38.9         38.9
Accrued and deferred
   income taxes.....................       31.0         27.5
Minority shareholders' interests....       22.2         22.2
Other...............................       32.9         33.1
                                        -------     --------
                                        $ 190.9     $  190.8
                                        =======     ========

- ----------------------------------------------------------------------------------------------------------------------------------

LONG-TERM DEBT
    The components of long-term debt are shown in the following table.

- ----------------------------------------------------------------------------------------------------------------------------------
LONG-TERM DEBT
- ----------------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                            JUNE 30,    DEC. 31,
                                            2000        1999
- ----------------------------------------------------------------------------------------------------------------------------------

7-7/8% Notes due 2000...............    $     -     $  100.0
8-3/8% Notes due 2004...............      115.0        115.0
7-5/8% Eurobonds due 2005...........      108.6           -
Revolving credit facility...........      124.0        156.9
Other...............................       32.2         33.2
                                        -------     --------
                                          379.8        405.1

Less current maturities.............       (6.6)      (107.0)
                                        -------     --------
                                        $ 373.2     $  298.1
                                        =======     ========

- ----------------------------------------------------------------------------------------------------------------------------------

A portion of the outstanding borrowings under the company’s revolving credit facility are included in long-term debt based on the expectation that these borrowings will remain outstanding for more than one year. These borrowings are at variable interest rates, which had a weighted average of 7.2% per year at June 30, 2000 and 6.7% per year at December 31, 1999.

As presented in the previous table, current maturities of long-term debt at December 31, 1999 includes the 7-7/8% Notes due 2000 which were repaid on May 15, 2000.

On April 6, 2000, the company received the proceeds from a public debt offering in Europe of €115 million (approximately $110 million) of 7-5/8% Eurobonds with a maturity date of April 6, 2005.

LINES OF CREDIT
At June 30, 2000, the company had lines of credit with various banks of approximately $589 million, including a $375 million committed revolving credit facility. These credit facilities support letters of credit and leases in addition to providing borrowings under varying terms. Under the provisions of the revolving credit facility, the company’s additional borrowing capacity totaled approximately $248 million at June 30, 2000.

In July, 2000, the revolving credit facility was amended to extend its maturity date from January, 2002 to January, 2005.

SHAREHOLDERS' EQUITY
On October 2, 1998, the company announced its intention to repurchase up to two million of its outstanding common shares on the open market, of which 1,239,700 were repurchased during the fourth quarter of 1998. The remaining 760,300 shares were repurchased in the first quarter of 1999 at a cost of $13.1 million. Additional shares totaling 103,168 were repurchased in the first two quarters of 1999 in connection with current exercises of stock options and restricted share grants in lieu of the use of authorized but unissued shares or treasury shares.

On February 4, 2000, the company’s Board of Directors approved an additional share repurchase program authorizing the repurchase of up to four million common shares on the open market, of which 1,847,200 were repurchased during the first two quarters of 2000 at a cost of $26.6 million. An additional 13,154 shares were purchased on the open market in the first six months of 2000 for management incentive and employee benefit programs. A total of 78,000 treasury shares were reissued in the first quarter of 2000 in connection with restricted share grants.

COMPREHENSIVE INCOME
Total comprehensive income represents the net change in shareholders’ equity during a period from sources other than transactions with shareholders and, as such, includes net earnings. For the company, the only other component of total comprehensive income is the change in the cumulative foreign currency translation adjustments recorded in shareholders’ equity. The components of comprehensive income are shown in the following table.

- --------------------------------------------------------------------------------------------------------------------------------
TOTAL COMPREHENSIVE INCOME
- --------------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                       THREE MONTHS ENDED                          SIX MONTHS ENDED
                                                                       JUNE 30,                                  JUNE 30,
- --------------------------------------------------------------------------------------------------------------------------------
                                                                    2000          1999                        2000          1999
- --------------------------------------------------------------------------------------------------------------------------------

Net income...........................................           $   16.7      $   15.3                    $  31.8       $   30.4

Foreign currency translation adjustments.............               (3.3)         (7.2)                     (10.2)         (19.6)
                                                                --------      --------                    -------       --------

Total comprehensive income...........................           $   13.4      $    8.1                    $  21.6       $   10.8
                                                                ========      ========                    =======       ========

- --------------------------------------------------------------------------------------------------------------------------------

CONTINGENCIES
The company is involved in remedial investigations and actions at various locations, including former plant facilities, and EPA Superfund sites where the company and other companies have been designated as potentially responsible parties. The company accrues remediation costs in accordance with American Institute of Certified Public Accountants Statement of Position No. 96-1 when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Environmental costs have not been material in the past.

Various lawsuits arising during the normal course of business are pending against the company and its consolidated subsidiaries.

In the opinion of management, the ultimate liability, if any, resulting from these matters will have no significant effect on the company’s consolidated financial position or results of operations.

ORGANIZATION
The company operates in two business segments: plastics technologies and metalworking technologies. Descriptions of the products and services of these business segments are included in the “Organization” note to the consolidated financial statements included in the company’s Annual Report on Form 10-K for the year ended December 31, 1999. Financial information for each of these segments for the second quarter of 2000 and for the six months ended June 30, 2000 is presented in the following table.

- --------------------------------------------------------------------------------------------------------------------------------
ORGANIZATION
- --------------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                           THREE MONTHS ENDED                      SIX MONTHS ENDED
                                                                            JUNE 30,                             JUNE 30,
- --------------------------------------------------------------------------------------------------------------------------------
                                                                        2000          1999                     2000         1999
- --------------------------------------------------------------------------------------------------------------------------------

Sales
   Plastics technologies....................................       $   221.4      $  221.4                $  439.0     $   438.6
   Metalworking technologies................................           183.1         179.6                   362.4         354.4
                                                                   ---------      --------                --------     ---------
                                                                   $   404.5      $  401.0                $  801.4     $   793.0
                                                                   =========      ========                ========     =========

Operating earnings
   Plastics technologies....................................       $    25.9      $   20.5                $   48.0     $    40.6
   Metalworking technologies................................            15.8          16.3                    32.4          32.4
   Restructuring costs (a)..................................             (.3)           -                     (1.5)           -
   Corporate expenses.......................................            (4.5)         (3.6)                   (9.3)         (7.8)
   Other unallocated expenses (b)...........................            (2.0)         (1.3)                   (3.5)         (2.6)
                                                                   ---------      --------                --------     ---------
   Operating earnings.......................................            34.9          31.9                    66.1          62.6
Interest expense-net........................................            (9.8)         (9.4)                  (19.1)        (18.6)
                                                                   ---------      --------                --------     ---------

Earnings before income taxes and minority
   shareholders' interests..................................       $    25.1      $   22.5                $   47.0     $    44.0
                                                                   =========      ========                ========     =========

New orders
   Plastics technologies....................................       $   223.1      $  222.8                $  432.8     $   429.3
   Metalworking technologies................................           181.2         173.9                   368.2         355.4
                                                                   ---------      --------                --------     ---------
   .........................................................       $   404.3      $  396.7                $  801.0     $   784.7
                                                                   =========      ========                ========     =========

- --------------------------------------------------------------------------------------------------------------------------------

(a)  For the second quarter,  $.2 million  relates to the plastics  technologies
     segment and $.1 million relates to the metalworking  technologies  segment.
     For the six months ended June 30, 2000, $.8 million relates to the plastics
     technologies   segment  and  $.7  million   relates  to  the   metalworking
     technologies segment.
(b)      Includes financing costs related to the sale of accounts receivable.

EARNINGS PER COMMON SHARE
Basic earnings per common share data are based on the weighted-average number of common shares outstanding during the respective periods. Diluted earnings per common share data are based on the weighted-average number of common shares outstanding adjusted to include the effects of potentially dilutive stock options and certain restricted shares.

RECENTLY ISSUED PRONOUNCEMENTS
During the second quarter of 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”(SFAS No. 133). This standard was originally to have been effective for the company beginning in 2000. However, in July 1999, the FASB issued Statement of Financial Accounting Standards No. 137, which postpones the mandatory adoption of SFAS No. 133 by the company until 2001. SFAS No. 133, as amended in June, 2000 by Statement of Financial Accounting Standards No. 138, establishes comprehensive accounting and reporting requirements for the recognition and measurement of derivative financial instruments and hedging activities including a requirement that derivatives be measured at fair value and recognized in the statement of financial position. The company enters into forward contracts, which are a form of derivative instrument, to minimize the effect of foreign currency exchange rate fluctuations. The company is evaluating the effect of SFAS No. 133 on its financial position and results of operations. However, management currently believes that the effect will not be material.

SUBSEQUENT EVENT
In July, 2000, the company announced its intention to sell its European industrial magnets business which was acquired in 1995 as part of the acquisition of Widia. The magnets business is based in Germany and has annual sales of approximately $30 million. The sale, which the company anticipates will be completed by the end of the year, is not expected to have a material effect on sales or earnings in 2000 or in subsequent years.

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

RESULTS OF OPERATIONS
Milacron operates in two business segments: plastics technologies and metalworking technologies.

ACQUISITIONS
In July, 1999, we acquired Nickerson Machinery Inc., Pliers International Inc. and Plastic Moulding Supplies Ltd. (collectively, Nickerson). With annual sales of $7 million as of the acquisition date, Nickerson sells supplies and equipment for plastic processing through two catalog distribution centers in the U.S. and one in the U.K. The operation in the U.K. also manufactures and refurbishes screws and barrels for small injection molding machines.

In August, 1999, we acquired Producto Chemical, Inc. (Producto), which manufactures process cleaners, washers, corrosion inhibitors and specialty products for metalworking. Producto had annual sales approaching $5 million as of the acquisition date.

In September, 1999, we acquired Oak International, Inc. (Oak), a supplier of lubricants and process cleaners used in metalforming and metalworking. Oak has three manufacturing plants, including two in the U.S. and one in the U.K., and had annual sales approaching $12 million as of the acquisition date.

In September, 1999, we acquired the Micro Carbide product line, which includes solid-carbide reamers, step drills and miniature tools. These products are now being manufactured by our Data Flute facility.

Of the businesses acquired in 1999, Nickerson is included in the plastics technologies segment while Producto, Oak and Micro Carbide are included in the metalworking technologies segment.

All of the acquisitions were financed through available cash and bank borrowings and have been accounted for under the purchase method of accounting. In the aggregate, these acquisitions had the effect of increasing second quarter 2000 new orders and sales by $6 million in relation to 1999. For the first two quarters of 2000, the acquisitions resulted in increases in new orders and sales of $11 million.

Late in May, 2000, we acquired Akron Extruders, Inc., a single-screw plastics extrusion manufacturer having annual sales of approximately $5 million. The manufacture of Akron Extruders’ lines of single-screw extruders and replacement barrels and screws has been moved to our principal U.S. plastics machinery facility near Cincinnati. The acquisition gives us a new presence in single-screw extrusion market following the divestiture of our European extrusion systems business in December, 1999.

PRESENCE OUTSIDE THE US
In recent years, Milacron’s growth outside the U.S. has allowed it to become more globally balanced. In the first six months of 2000, markets outside the U.S. represented the following percentages of our consolidated sales: Europe 24%; Asia 6%; Canada and Mexico 8%; and the rest of the world 2%. As a result of this geographic mix, foreign currency exchange rate fluctuations affect the translation of our sales and earnings, as well as consolidated shareholders’ equity. During the second quarter of 2000, the weighted-average exchange rate of the euro was weaker in relation to the U.S. dollar than in the comparable period of 1999. As a result, Milacron experienced unfavorable translation effects on new orders and sales of $12 million and $17 million, respectively. For the six months ended June 30, 2000, exchange rate differences had the effect of reducing new orders by $25 million and sales by $33 million. The effect on earnings was not significant for either period.

Between December 31, 1999 and June 30, 2000, the euro weakened against the dollar by more than 6%. Certain other currencies also weakened in relation to the dollar during the period. In the aggregate, these rate fluctuations resulted in a $10 million reduction in consolidated shareholders’ equity due to unfavorable foreign currency translation adjustments.

If the euro and other currencies should weaken further against the U.S. dollar in future periods, we will once again experience a negative effect in translating our non-U.S. new orders, sales and, possibly, net earnings when compared to historical results.

NEW ORDERS AND BACKLOG
Consolidated new orders in the second quarter of 2000 were $404 million compared to $397 million in 1999. As discussed above, foreign currency exchange rate fluctuations had the effect of reducing consolidated new orders by $12 million in relation to 1999, while the 1999 acquisitions had the effect of increasing new orders by $6 million. The 1999 amount includes $17 million of orders for our European extrusion systems business that was sold in December, 1999. Excluding that business unit, orders for the quarter increased by 6%. Excluding the extrusion business, currency effects and the acquisitions, orders increased by almost 8%.

In the plastics technologies segment, new orders for the second quarter of 2000 were $223 million, which equaled the amount of new orders received in 1999. Excluding the 1999 results of the European extrusion business, the segment’s new orders for the quarter increased by 8%. Unfavorable foreign currency exchange rate fluctuations had the effect of reducing 2000 orders by $5 million in relation to 1999. Excluding currency and acquisition effects, orders for ongoing operations increased 9%. Orders for U.S.-built injection molding machines increased significantly. Orders for injection molding machines also increased in Europe despite unfavorable currency effects, as did orders for U.S.-built extrusion systems. Orders for Uniloy blow molding systems remained depressed in North America due to the ongoing consolidation in the dairy industry, while orders for European-built Uniloy systems also decreased.

Orders for metalworking technologies products totaled $181 million in the second quarter of 2000, representing a 4% increase from $174 million in the same period of 1999. The 1999 acquisitions contributed an incremental $4 million of orders, while unfavorable foreign currency exchange rate effects reduced new orders by $8 million in relation to 1999. Excluding acquisitions and currency effects, new orders increased by 6%. Orders for metalworking fluids increased due in part to the 1999 acquisitions. Orders for Valenite metalcutting products increased, as did orders for Widia products in Europe as measured in local currencies. Orders for round metalcutting tools decreased modestly.

Consolidated new orders were $801 million in the first two quarters of 2000, which represents an increase of $16 million, or 2%, in relation to 1999. Unfavorable currency effects reduced new orders in 2000 by $25 million, while the 1999 acquisitions contributed an incremental $11 million of orders. For the first six months of 1999, the European extrusion business contributed $30 million to the consolidated total of $785 million. Excluding the acquisitions and currency effects, orders for ongoing businesses increased by 8%.

Orders for plastics technologies products totaled $433 million for the first six months of 2000, representing a slight increase from $429 million in the comparable period of 1999. Excluding currency and acquisition effects and adjusting for the sale of the European extrusion business, orders increased by more than 9% due primarily to significant increases for injection molding machines worldwide. Orders for U.S.-built extrusion systems also increased sharply, while orders for D-M-E mold bases and components approximated the level achieved in 1999. Orders for Uniloy products remained depressed due in part to the aforementioned factors.

In the metalworking technologies segment, orders for the first two quarters of 2000 totaled $368 million compared to $355 million in 1999. Adverse currency effects reduced orders in 2000 by $15 million, while the 1999 acquisitions contributed an incremental $7 million of orders. Excluding the acquisitions and currency effects, orders increased by almost 6%. Orders for metalworking fluids increased worldwide, as did orders for Valenite products in North America. Orders for Widia products in Europe increased in local currencies but decreased as measured in U.S. dollars. Orders for grinding wheels approximated the level achieved in 1999, while orders for round metalcutting tools decreased modestly.

U.S. export orders totaled $43 million in the second quarter of both 2000 and 1999. For the first two quarters of 2000, export orders totaled $79 million compared to $71 million in 1999, as increased export orders for Valenite products offset decreases for plastics machinery.

Milacron’s backlog of unfilled orders totaled $223 million at June 30, 2000, compared to $243 million at December 31, 1999, and $250 million at June 30, 1999. The decreases in relation to June 30, 1999 are due principally to lower order levels for Uniloy products.

SALES
Sales in the second quarter of 2000 were $405 million compared to $401 million in 1999. Currency effects reduced consolidated sales by $17 million in relation to 1999, while acquisitions contributed an incremental $6 million. After adjusting for these factors and the $15 million of sales that the European extrusion systems business contributed in 1999, second quarter sales increased by 7% in 2000.

Second quarter, 2000 sales of plastics technologies products were $221 million, which equaled the segment’s sales level in the same period of 1999. Foreign currency exchange rate fluctuations had the effect of reducing sales by $7 million. Excluding currency effects, the segment’s 1999 acquisition and the sale of the European extrusion business, sales increased by 9% in 2000. Helped by the introduction of a number of new products, sales of injection molding machines increased significantly in both North America and Europe. Sales of U.S.-built extrusion systems also increased and shipments by our extrusion parts replacement business continued at high levels. Sales of D-M-E mold bases and components and MRO (maintenance, repair and operating) supplies approximated the levels achieved in 1999, but the U.S. dairy industry consolidation and continued low order levels from European and Asian markets resulted in reduced shipments of Uniloy blow molding systems.

Second quarter, 2000 sales of metalworking technologies products totaled $183 million, representing a modest increase from $180 million in 1999. The 1999 acquisitions contributed an incremental $4 million of sales but the continued strength of the U.S. dollar in relation to the euro and other currencies had the effect of reducing sales in 2000 by almost $10 million. Excluding these factors, sales for the quarter increased by 5%. Sales of metalworking fluids increased in both North America and Europe, due in part to expanded product offerings. Sales of Valenite and Widia metalcutting tools and tool holders held steady in North America and in local currencies in Europe. Sales of round metalcutting tools approximated the level achieved in 1999.

For the first six months of 2000, consolidated sales were $801 million, an increase of $8 million in relation to 1999. Adverse currency effects reduced consolidated sales by $33 million, while the 1999 acquisitions contributed $11 million to the 2000 amount. The 1999 amount includes $32 million of sales from the European extrusion systems business. Adjusting for the divestiture and for currency and acquisition effects, sales for ongoing operations increased by 8% in 2000.

Sales of the plastics technologies segment were $439 million in the first six months of both 2000 and 1999 despite unfavorable currency effects of $14 million and the absence of the sales of the European extrusion systems business in 2000. Excluding these factors and the contribution of the segment’s 1999 acquisition, sales for the segment’s ongoing operations increased by almost 10%. Sales of U.S.-built injection molding machines and extrusion systems increased significantly, while shipments of European-built injection molding machines approximated the level achieved in 1999 despite unfavorable translation effects. The D-M-E mold base and components business also approximated its 1999 results, while shipments of Uniloy products decreased on a year-to-date basis due to the same factors that caused the second quarter decrease.

Sales of metalworking technologies products were $362 million in the first two quarters of 2000, representing an $8 million increase in relation to 1999 despite unfavorable foreign currency translation effects of $19 million. The segment’s 1999 acquisitions contributed an incremental $7 million of sales for the period. Excluding these factors, sales increased by 5% in 2000. Sales of metalworking fluids increased worldwide due in part to the 1999 acquisitions. Sales of Valenite products and round metalcutting tools also increased, as did Widia’s sales as measured in local currencies. Shipments of grinding wheels decreased modestly due to softening demand.

Export sales were $40 million in the second quarter of 2000 compared to $43 million in 1999. The decrease resulted principally from lower export shipments of plastics processing machinery, the effects of which were partially offset by increased exports of Valenite products. For the first two quarters of 2000, export sales totaled $77 million compared to $76 million in 1999.

Sales of both segments to non-U.S. markets, including exports, totaled $161 million in the second quarter of 2000, compared to $177 million in 1999. Sales to non-U.S. markets totaled $320 million during the first two quarters of 2000 compared to $355 million in 1999. The decreases were caused principally by currency effects. For the first six months of 2000 and 1999, products manufactured outside the U.S. approximated 36% and 41% of sales, respectively, while products sold outside the U.S. approximated 40% and 45% of sales, respectively.

MARGINS, COSTS AND EXPENSES AND OPERATING EARNINGS
Our consolidated manufacturing margin in the second quarter of 2000 was 26.1% compared to 25.5% in 1999. The margin increase resulted principally from injection molding machines due in part to higher sales volume and the effects of the efficiency initiatives that began in 1999. The increase in the consolidated margin was achieved despite a $2.5 million inventory adjustment in our grinding wheels business.

For the first six months of both 2000 and 1999, the consolidated manufacturing margin was 26.0%. Margins for plastics technologies products increased while the metalworking technologies segment’s overall margin decreased due principally to the grinding wheels inventory adjustment.

Excluding restructuring costs, the plastics technologies segment had operating earnings of $25.9 million, or 11.7% of sales, in the second quarter of 2000, compared to $20.5 million, or 9.3% of sales, in 1999. The increase resulted principally from improved results for U.S. built-extrusion systems and for injection molding machines worldwide, the latter due in part to the successful implementation of the 1999 efficiency measures and to a favorable mix of large machine shipments. Uniloy’s earnings continued to be penalized by reduced sales volume.

Excluding restructuring costs, the metalworking technologies segment had operating earnings of $15.8 million, or 8.6% of sales, in the second quarter of 2000, compared to $16.3 million, or 9.1% of sales, in 1999. The decrease resulted from lower grinding wheels sales volume and the $2.5 million inventory adjustment, as all other operations in the segment had improved results in relation to 1999.

For the first six months of 2000, the plastics technologies segment had operating earnings excluding restructuring costs of $48.0 million, or 10.9% of sales, compared to $40.6 million, or 9.3% of sales, in 1999. As was the case for the second quarter, earnings for extrusion systems and injection molding machines increased significantly, while Uniloy had lower earnings.

Excluding restructuring costs, the metalworking technologies segment had operating earnings of $32.4 million in the first two quarters of both 2000 and 1999. In 2000, this represented 8.9% of sales, a decrease from 9.1% of sales in 1999. Without the grinding wheels inventory adjustment, the segment’s operating profit for 2000 as a percent of sales would have been 9.6%.

For both the second quarter of 2000 and for the year to date, total selling and administrative expense decreased in amount in relation to 1999 due principally to the effect of our aggressive cost reduction efforts that began in 1999 and continued in 2000. As a percentage of sales, these expenses decreased from 17.1% in the second quarter of 1999 to 16.6% in 2000. For the first two quarters of 2000, total selling and administrative expense represented 16.7% of sales compared to 17.5% of sales in 1999.

Other expense-net increased to $2.9 million in the second quarter of 2000 from $2.0 million in 1999. For the first two quarters of 2000, other expense-net was $7.2 million compared to $4.5 million in the same period of 1999. The increases were due principally to higher financing costs related to the sale of receivables and increased goodwill amortization expense. These effects were partially offset by the proceeds received for a license to use one of our plastics machinery patents that was granted to another manufacturer.

Interest expense-net increased in the second quarter of 2000 and for the year-to-date period due to higher short-term interest rates. The effect of higher rates was offset to a certain degree by lower average debt levels in 2000 than in 1999.

RESTRUCTURING COSTS
In 1999, we implemented two separate initiatives to improve operating efficiency and strengthen synergies between certain recently acquired businesses and our previously existing operations.

In September, we announced a formal plan to consolidate Uniloy’s European blow molding operations in a new manufacturing facility located near Milan, Italy. At the time Uniloy was acquired in September, 1998, we recognized the need for improved efficiency within Uniloy’s European operations and immediately thereafter began to evaluate various options for the purpose of identifying the optimal long-term solution. Through that process, it was determined that the manufacturing and assembly operations at the plants located in Florence and Milan, Italy and Berlin, Germany would be consolidated into a more modern plant near Milan and transferred to another plant located in the Czech Republic. In the second quarter of 1999, we began to develop a detailed plan for the consolidation, which was formally approved by management in August, 1999, and publicly announced in September, 1999.

In December, we implemented a second plan to improve operating efficiency and reduce costs at additional businesses. The actions contemplated by the plan involve both segments’ operations in North America and Europe. The plan involves the closure of four smaller manufacturing facilities, the operations of which have been transferred to other locations, and the elimination of approximately 310 manufacturing and administrative positions worldwide, of which approximately 300 have been eliminated through June 30, 2000. There have been no changes in the actions contemplated by the plan and the total cost of implementing it is now expected to be approximately $20.7 million, including $16.0 million in 1999 and $4.7 million in 2000. Of the 1999 amount, $14.1 million was included in a reserve for employee termination benefits and facility exit costs that was recorded in the fourth quarter. Charges against this reserve in the first two quarters of 2000 totaled $8.3 million. Foreign currency exchange rate fluctuations during the first two quarters had the effect of reducing the reserve by an additional $.6 million. The total cost of the plan also includes 1999 charges of $1.7 million for supplemental early retirement benefits for certain employees that are being funded through pension plans and $4.9 million for additional costs that are being charged to expense as incurred. Of the latter amount, $1.0 million was incurred in the first two quarters of 2000.

    As presented in the  Consolidated  Condensed  Statements of Earnings for the
second  quarter  of 2000  and the six  months  ended  June  30,  2000,  the line
captioned "Restructuring Costs" includes the following components:

- ---------------------------------------------------------------------------------------------------------------------------
RESTRUCTURING COSTS
- ---------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                 THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                                   JUNE 30, 2000                      JUNE 30, 2000
- ---------------------------------------------------------------------------------------------------------------------------

Costs related to Uniloy consolidation................                  $      -                           $     .5
Other restructuring costs............................                        .3                                1.0
                                                                       --------                           --------
                                                                       $     .3                           $    1.5
                                                                       ========                           ========

- ---------------------------------------------------------------------------------------------------------------------------

    Changes in the reserves for the two  initiatives  discussed above during the
second  quarter of 2000 and the six months ended June 30, 2000 are summarized in
the following table.

- ---------------------------------------------------------------------------------------------------------------------------
RESTRUCTURING RESERVES
- ---------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                       THREE MONTHS ENDED                           SIX MONTHS ENDED
                                                       JUNE 30, 2000                               JUNE 30, 2000
                                         ---------------------------------------     --------------------------------------
                                            BEGINNING                     ENDING        BEGINNING                    ENDING
                                              BALANCE       CHANGE       BALANCE          BALANCE       CHANGE      BALANCE
- ---------------------------------------------------------------------------------------------------------------------------
Uniloy consolidation
   Termination benefits...............      $     1.8     $    (.4)    $    1.4         $     3.6    $    (2.2)    $    1.4
   Facility exit costs................             .6           -            .6                .7          (.1)          .6
                                            ---------     --------     --------         ---------    ---------     --------
                                                  2.4          (.4)         2.0               4.3         (2.3)         2.0
Restructuring costs
   Termination benefits...............            7.4         (5.7)         1.7               9.4         (7.7)         1.7
   Facility exit costs................            3.5          (.9)         2.6               3.8         (1.2)         2.6
                                            ---------     --------     --------         ---------    ---------     --------
                                                 10.9         (6.6)         4.3              13.2         (8.9)         4.3
                                            ---------     --------     --------         ---------    ---------     --------
Total reserves........................      $    13.3     $   (7.0)    $    6.3         $    17.5    $   (11.2)    $    6.3
                                            =========     ========     ========         =========    =========     ========

- ---------------------------------------------------------------------------------------------------------------------------

EARNINGS BEFORE INCOME TAXES AND MINORITY SHAREHOLDERS’ INTERESTS
Earnings before income taxes and minority shareholders’ interests, net of restructuring costs, were $25.1 million in the second quarter of 2000, compared to $22.5 million in 1999. Excluding restructuring costs, earnings for the period increased by 13% due principally to higher manufacturing margins for injection molding machines and to lower selling and administrative expenses. For the first two quarters of 2000, earnings before income taxes and minority shareholders’ interests, including restructuring costs, were $47.0 million compared to $44.0 million in 1999. Excluding restructuring, earnings increased by 10% for the reasons discussed above.

INCOME TAXES
The second quarter 2000 and 1999 provisions for income taxes include U.S. federal and state and local income taxes as well as non-U.S. income taxes in jurisdictions outside the U.S.

As discussed more fully in the notes to the consolidated condensed financial statements, Milacron entered both 2000 and 1999 with sizeable net operating loss (NOL) carryforwards in certain jurisdictions, along with valuation allowances against the NOL carryforwards and other deferred tax assets. Valuation allowances are evaluated periodically and revised based on a “more likely than not” assessment of whether the related deferred tax assets will be realized. Increases or decreases in these valuation allowances serve to unfavorably or favorably affect our effective tax rate. As a result of planned reductions in valuation allowances, Milacron’s expected effective tax rate for 2000 is less than the U.S. statutory rate, as was also the case in 1999. A change in German tax law that is expected to be enacted in 2000 may also affect the tax rate for 2000 by requiring the adjustment of the company’s German deferred tax accounts and the related valuation allowances. Management believes that the effect of any required adjustment will not be significant.

In addition to the effects of reductions in valuation allowances, the 1999 effective tax rate included adjustments of income tax reserves to more accurately reflect actual expected liabilities. These benefits were partially offset by the downward adjustment of the carrying value of net deferred tax assets in Germany to the lower “with distribution” rate.

The effective tax rate for 2000 is expected to be approximately 30-32% while the rate for 2001 is expected to increase slightly to 32-34%. However, the actual rates for both years will ultimately be contingent upon the mix of earnings among tax jurisdictions and other factors that cannot be predicted with certainty at this time.

NET EARNINGS
For the second quarter of 2000, net earnings were $16.7 million, or $.47 per share (diluted), compared to $15.3 million, or $.41 per share (diluted), in 1999. Net earnings for the first two quarters of 2000 were $31.8 million, or $.88 per share (diluted), compared to $30.4 million, or $.81 per share (diluted), in 1999. The 2000 amounts include after-tax restructuring costs of $.2 million, or $.01 per share, in the second quarter and $1.0 million, or $.03 per share, for the year to date period.

YEAR 2000
The term “Year 2000 problem” (Y2K) refers to processing difficulties that may occur in information technology (I.T.) systems and other equipment with embedded microprocessors that were designed without considering the distinction between dates in the 1900‘s and the 2000‘s.

As a result of our planning and implementation efforts, we experienced no significant disruptions in mission-critical information technology and non-information technology systems. We are not aware of any material Y2K problems associated with our products or the products and services of third parties. We will, however, continue to monitor our mission-critical computer applications and the ability of our suppliers and vendors to provide uninterrupted service throughout the year 2000 to ensure that any potential Y2K matters that may arise are addressed promptly.

MARKET RISK

FOREIGN CURRENCY EXCHANGE RATE RISK
Milacron uses foreign currency forward exchange contracts to hedge its exposure to adverse changes in foreign currency exchange rates related to firm commitments arising from international transactions. The company does not hold or issue derivative instruments for trading purposes. At June 30, 2000, Milacron had outstanding forward contracts totaling $10.2 million, compared to $18.7 million at December 31, 1999, and $11.9 million at June 30, 1999. The potential loss from a hypothetical 10% adverse change in foreign currency rates on Milacron’s foreign exchange contracts at June 30, 2000 or June 30, 1999, would not materially affect Milacron’s consolidated financial position, results of operations, or cash flows.

INTEREST RATE RISK
At June 30, 2000, Milacron had fixed interest rate debt of $231 million, including $115 million of 8-3/8% Notes due March 15, 2004 and €;115 million ($109) of 7-5/8% Eurobonds due April 6, 2005. We also had floating rate debt totaling $277 million, with interest fluctuating based primarily on changes in LIBOR. At December 31, 1999 and June 30, 1999, fixed rate debt totaled $222 million and floating rate debt totaled $301 million and $312 million, respectively. We also sell up to $75 million of accounts receivable under our receivables purchase agreement, which results in financing fees that fluctuate based on changes in commercial paper rates. As a result, annual interest expense and financing fees fluctuate based on fluctuations in short-term borrowing rates. The potential annual loss on floating rate debt from a hypothetical 10% change in interest rates would be approximately $2.5 million at June 30, 2000, $2.3 million at December 31, 1999 and $2.1 million at June 30, 1999.

LIQUIDITY AND SOURCES OF CAPITAL
At June 30, 2000, Milacron had cash and cash equivalents of $33 million, representing a decrease of $13 million during the second quarter of 2000 and a decrease of $48 million during the first half of the year. The decrease for the year-to-date period resulted principally from the use of $42 million of the proceeds from the 1999 sale of the European extrusion systems business to repay borrowings under lines of credit early in 2000.

Operating activities provided $20 million of cash in the second quarter of 2000, compared with $13 million provided in 1999. For the first six months of 2000, operating activities provided $19 million of cash compared to $16 million in the comparable period of 1999. The second quarter and year-to-date amounts include the cash costs of the previously discussed efficiency and restructuring initiatives. The year-to-date amount for 1999 includes $10 million of cash provided through the sale of additional accounts receivable under our receivables purchase agreement.

In the second quarter of 2000, investing activities resulted in a $16 million use of cash, including $9 million for capital expenditures and $3 million for post-closing adjustments related to the sale of the European extrusion systems business. In the second quarter of 1999, investing activities used $8 million of cash, including $14 million for capital expenditures, which was partially offset by the receipt of $6 million of purchase price adjustments related to the 1998 divestiture of the machine tools segment.

In the first two quarters of 2000, investing activities resulted in a $23 million use of cash, principally for capital expenditures and the extrusion systems post-closing adjustments. In the first half of 1999, investing activities used $30 million of cash, including $29 million for capital expenditures and $11 million for acquisitions. These effects were partially offset by $10 million of additional proceeds from the machine tools divestiture.

Financing activities used $17 million of cash in the second quarter of 2000, compared to $6 million of cash used in 1999. The 2000 amount includes $12 million for the repurchase of common shares (as discussed below), as well as $110 million of proceeds from the €;115 million 7-5/8% Eurobond debt offering was completed on April 6, 2000. Repayments of long-term debt for the quarter totaled $133 million, including $100 million of 7-7/8% Notes due May 15, 2000.

During the first two quarters of 2000, financing activities used $43 million of cash, including $24 million for common share repurchases and $11 million for net repayments of debt. Financing activities provided $3 million of cash in the first six months of 1999. Additional borrowings, net of repayments provided $31 million of cash in 1999, while common share repurchases used $19 million.

In the fourth quarter of 1998, we announced a two million common share repurchase program, of which 1.2 million shares were repurchased through December 31, 1998. The remainder of shares were repurchased in the first quarter of 1999. In the first quarter of 2000, our Board of Directors authorized the repurchase of up to four million additional common shares on the open market, of which 1.8 million had been repurchased through June 30, 2000.

As of June 30, 2000, Milacron’s current ratio was 1.5, compared to 1.3 at both December 31, 1999 and June 30, 1999. The increase in the current ratio was principally due to the repayment of the 7-7/8% Notes due May 15, 2000.

As of June 30, 2000, Milacron had lines of credit with various banks of approximately $589 million, including a $375 million committed revolving credit facility. Under the provisions of the facility, our additional borrowing capacity totaled approximately $248 million at June 30, 2000.

Total debt was $508 million at June 30, 2000, representing a decrease of $15 million from December 31, 1999.

Total shareholders’ equity was $479 million at June 30, 2000, a decrease of $12 million from December 31, 1999. The decrease resulted from $10 million of unfavorable foreign currency translation effects and the share repurchase program, which more than offset earnings net of dividends paid. The ratio of total debt to total capital (debt plus equity) was 52% at both June 30, 2000 and December 31, 1999. We believe that Milacron’s cash flow from operations and currently available credit lines are sufficient to meet our operating, share repurchase and capital requirements for the next year.

OUTLOOK
Conditions continue to improve in Europe and Asia, but many industrial sectors of the North American economy, such as agricultural equipment and heavy truck production, remain soft. Looking ahead, we believe that growth in the U.S. may slow somewhat due to the negative impact of higher interest rates on consumer spending, including auto sales and new housing starts, as well as the strong dollar, which hurts our U.S. customers’ export sales. Nevertheless, for 2000 as a whole, we will continue to focus on growth opportunities and, assuming markets don’t weaken significantly, we are targeting a 10% increase in earnings per share, as well as a comparable rise in operating cash flow.

CAUTIONARY STATEMENT
Milacron wishes to caution readers about all of the forward-looking statements in the “Outlook” section above and elsewhere. These include all statements that speak about the future or are based on our interpretation of factors that might affect our businesses. Milacron believes the following important factors, among others, could affect its actual results in 2000 and beyond and cause them to differ materially from those expressed in any of our forward-looking statements:

GLOBAL AND REGIONAL ECONOMIC CONDITIONS, CONSUMER SPENDING AND INDUSTRIAL PRODUCTION, PARTICULARLY IN SEGMENTS RELATED TO THE LEVEL OF AUTOMOTIVE PRODUCTION AND SPENDING IN THE CONSTRUCTION INDUSTRY;
FLUCTUATIONS IN CURRENCY EXCHANGE RATES OF U.S. AND FOREIGN COUNTRIES, INCLUDING COUNTRIES IN EUROPE AND ASIA WHERE MILACRON HAS SEVERAL PRINCIPAL MANUFACTURING FACILITIES AND WHERE MANY OF OUR COMPETITORS AND SUPPLIERS ARE BASED;
FLUCTUATIONS IN DOMESTIC AND NON-U.S. INTEREST RATES WHICH AFFECT THE COST OF BORROWING UNDER MILACRON'S LINES OF CREDIT AND FINANCING FEES RELATED TO THE SALE OF DOMESTIC ACCOUNTS RECEIVABLE;
PRODUCTION AND PRICING LEVELS OF IMPORTANT RAW MATERIALS, INCLUDING PLASTIC RESINS, WHICH ARE A KEY MATERIAL USED BY PURCHASERS OF MILACRON'S PLASTICS TECHNOLOGIES PRODUCTS, STEEL, COBALT, TUNGSTEN AND INDUSTRIAL GRAINS USED IN THE PRODUCTION OF METALWORKING PRODUCTS;
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 RELATION ISSUES;
CUSTOMER ACCEPTANCE OF NEW PRODUCTS BEING INTRODUCED DURING 2000;
ANY MAJOR DISRUPTION IN PRODUCTION AT KEY CUSTOMER OR SUPPLIER FACILITIES;
ALTERATIONS IN TRADE CONDITIONS IN AND BETWEEN THE U.S. AND NON-U.S. COUNTRIES WHERE MILACRON DOES 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 MILACRON DOES BUSINESS;
UNANTICIPATED LITIGATION, CLAIMS OR ASSESSMENTS, INCLUDING BUT NOT LIMITED TO CLAIMS OR PROBLEMS RELATED TO PRODUCT LIABILITY, WARRANTY, OR ENVIRONMENTAL ISSUES.

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by Item 3 is included in Item 2 on pages 18-19 of this Form 10-Q.

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
    In the opinion of  management  and  counsel,  there are no material  pending
legal  proceedings to which the company or any of its subsidiaries is a party or
of which any of its property is the subject.

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

(a)      The annual meeting of shareholders of Milacron Inc. was held on April 25, 2000.
(b)      All director nominees were elected.
(c)      The shareholders voted on the following matters:

- ----------------------------------------------------------------------------------------------------------------------------------
PROPOSALS AND VOTE TABULATIONS
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                        VOTES CAST
                                                                  FOR      AGAINST        ABSTAIN         NON-VOTES
- ----------------------------------------------------------------------------------------------------------------------------------

   Approval of the appointment
     of independent auditors                               62,209,912      623,656        586,597                 0

- ----------------------------------------------------------------------------------------------------------------------------------
   Amendment to 1997 Long-Term
- ----------------------------------------------------------------------------------------------------------------------------------
     Incentive Plan                                        47,343,111    7,502,533      6,917,487                 0
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------


- ----------------------------------------------------------------------------------------------------------------------------------
ELECTION OF DIRECTORS
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                           VOTES FOR                 VOTES WITHHELD
- ----------------------------------------------------------------------------------------------------------------------------------

DIRECTOR
   Darryl F. Allen                                                        61,558,709                      1,790,770
   Ronald D. Brown                                                        61,553,119                      1,795,860
   James E. Perrella                                                      61,650,022                      1,698,589
   Harry C. Stonecipher                                                   61,593,630                      1,755,090

- ----------------------------------------------------------------------------------------------------------------------------------


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     Exhibit (3) -  Certificate of Incorporation and Bylaws

     Exhibit (4) -  Instruments Defining the Rights of Security Holders, Including Indentures

     Exhibit(10) -  Material Contracts

     Exhibit(11)    - Statement  Regarding  Computation  of Per Share Earnings -
                    filed as a part of Part I

     Exhibit(27) -  Financial Data Schedule - filed as part of Part I

(b)  Reports on Form 8-K
     - There were no reports on Form 8-K filed during the quarter  ended June 30,
1999


SIGNATURES


    Pursuant to the  requirements  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.



Date:      AUGUST 11, 2000                                             By:      /S/JEROME L. FEDDERS
           -------------------------                                            --------------------------
                                                                                Jerome L. Fedders
                                                                                Controller



Date:      AUGUST 11, 2000                                             By       /S/ ROBERT P. LIENESCH
           -------------------------                                            --------------------------
                                                                                Robert P. Lienesch
                                                                                Vice President - Finance and Treasurer
                                                                                and Chief Financial Officer

INDEX TO EXHIBITS

EXHIBIT NO.                                                                                                            PAGE

2.       Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession - not applicable.

3.       Articles of Incorporation and By-Laws.

3.1      Restated Certificate of Incorporation filed with the Secretary of State of the State of
         Delaware on November 17, 1998
         - Incorporated herein by reference to the company's Registration Statement on
           Form S-8 (Registration No. 333-70733).

3.2      By-Laws, as amended
         - Incorporated herein by reference to the company's Registration Statement on
           Form S-8 (Registration No. 333-70733).

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

4.1      8-3/8% Notes due 2004
         - Incorporated herein by reference to the company's Amendment No. 3 to
           Form S-4 Registration Statement dated July 7, 1994 (File No. 33-53009).

4.2      7-7/8% Notes due 2000
         - Incorporated by reference to the company's Registration Statement on
           Form S-4 dated July 21, 1995 (File No. 33-60081).

4.3      Milacron Inc. hereby agrees to furnish to the Securities and Exchange Commission,
           upon its request, the instruments with respect to long-term debt for securities
           authorized thereunder which do not exceed 10% of the registrant's total
           consolidated assets.


10.      Material Contracts:

10.1     Milacron 1987 Long-Term Incentive Plan
         - Incorporated   herein  by  reference  to  the  company's   Proxy
           Statement dated March 27, 1987.

10.2     Milacron 1991 Long-Term Incentive Plan
         - Incorporated   herein  by  reference  to  the  company's   Proxy
           Statement dated Mach 22, 1991.

10.3     Milacron 1994 Long-Term Incentive Plan
         - Incorporated   herein  by  reference  to  the  company's   Proxy
           Statement dated March 24, 1994.

10.4     Milacron 1997 Long-Term Incentive Plan, as amended
         - Filed herewith

10.5     Milacron 1996 Short-Term Management Incentive Plan
         - Incorporated  herein by reference to the company's Form 10-K for
           the Fiscal year ended December 28, 1996.

10.6     Milacron Supplemental Pension Plan, as amended
         - Incorporated  by  reference to the  company's  Form 10-K for the
           Fiscal year ended December 31, 1999.

10.7     Milacron Supplemental Retirement Plan, as amended
         - Incorporated  by  reference to the  company's  Form 10-K for the
           Fiscal year ended December 31, 1999.

10.8     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 year
           ended December 31, 1998.

10.9     Milacron Inc. Retirement Plan for Non-Employee Directors, as amended
         - Incorporated by reference to the company's Form 10-K for the fiscal year
           ended December 31, 1998.

10.10    Milacron Supplemental Executive Retirement Plan, as amended
         - Incorporated by reference to the company's Form 10-K for the Fiscal year
           ended December 31, 1999.

10.11    Amended  and  Restated  Revolving  Credit  Agreement  dated  as of
         November  30,  1998  among  Milacron  Inc.,   Cincinnati  Milacron
         Kunststoffmaschinen  Europe GmbH,  the lenders  listed therein and
         Bankers Trust Company, as agent.
         - Incorporated  by  reference to the  company's  Form 10-K for the
           fiscal year ended December 31, 1998.

10.12    Milacron Compensation Deferral Plan, as amended
         - Incorporated  by  reference to the  company's  Form 10-K for the
           Fiscal year ended December 31, 1999.

10.13    Rights Agreement dated as of February 5, 1999, between Milacron Inc. and
         Chase Mellon Shareholder Services, L.L.C., as Rights Agent
         -  Incorporated herein by reference to the company's Registration Statement
            on Form 8-A (File No. 001-08485).

10.14    Purchase and Sale Agreement between UNOVA, Inc., UNOVA Industrial
         Automation Systems, Inc., UNOVA U.K. Limited and Cincinnati Milacron Inc.
         dated August 20, 1998.
         -    Incorporated herein by reference to the company's Form 8-K dated
              December 30, 1995.

10.15    Purchase and Sale Agreement between Johnson Controls, Inc.,
         Hoover Universal, Inc. and Cincinnati Milacron Inc., dated August 3, 1998.
         - Incorporated herein by reference to the company's Form 8-K dated
           September 30, 1998.

10.16    Amendment Number One dated as of March 31, 1999 to the Amended and
         Restated  Revolving Credit Agreement dated as of November 30, 1998
         among  Milacron  Inc.,  Cincinnati  Milacron   Kunststoffmaschinen
         Europe GmbH, the lenders listed therein and Bankers Trust Company,
         as agent.
         - Incorporated  by  reference to the  company's  Form 10-K for the
           Fiscal year ended December 31, 1999.

10.17    Milacron Supplemental Executive Pension Plan.
         - Incorporated  by  reference to the  company's  Form 10-K for the
           Fiscal year ended December 31, 1999.

10.18    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, 1999.

10.19    Milacron Supplemental Retirement 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, 1999.

10.20    Amendment  Number Two dated as of January  31, 2000 to the Amended
         and Restated  Revolving  Credit Agreement dated as of November 30,
         1998 among Milacron Inc., Cincinnati  Grundstucksverwaltung  GmbH,
         Milacron  Kunststoffmaschinen  Europe  GmbH,  the  lenders  listed
         therein and Bankers Trust Company as Agent.
         -  Incorporated  by  reference to the  company's  Form 10-Q for the
            quarter ended March 31, 2000.

10.21    Amendment  Number  Three  dated as of July 13, 2000 to the Amended
         and Restated  Revolving  Credit Agreement dated as of November 30,
         1998 among  Milacron  Inc.,  Milacron  Kunststoffmaschinen  Europe
         GmbH, Milacron  Metalworking  Technologies  Holding GmbH, Milacron
         B.V.,  the lenders  listed  therein and Bankers  Trust  Company as
         Agent.
         -  Filed herewith

11.      Statement Regarding Computation of Per-Share Earnings                                                       26

15.      Letter Regarding Unaudited Interim Financial Information - not applicable

18.      Letter regarding Change in Accounting Principles - not applicable

19.      Report Furnished to Security Holders - not applicable

22.      Published Report Regarding Matters Submitted to Vote of Security Holders
         -  Incorporated by reference to the company's Proxy Statement
            dated March 26, 1999.

23.      Consent of Experts and Counsel

24.      Power of Attorney - not applicable

27.      Financial Data Schedule
         -  Filed as part of EDGAR document

99.      Additional Exhibits - not applicable

EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS
Milacron Inc. and Subsidiaries
(Unaudited)

- ------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)                      THREE MONTHS ENDED JUNE 30,             SIX MONTHS ENDED JUNE 30,
                                                                       2000             1999                2000          1999
- ------------------------------------------------------------------------------------------------------------------------------

Net earnings..............................................        $  16,750        $  15,340            $ 31,827     $  30,415
Less preferred dividends..................................              (60)             (60)               (120)         (120)
                                                                  ---------        ---------            --------      --------
   Net earnings available to common shareholders..........        $  16,690        $  15,280            $ 31,707     $  30,295
                                                                  =========        =========            ========     =========

Basic earnings per share:

   Weighted-average common shares
     outstanding..........................................           35,401           36,729              35,775        37,014
                                                                  =========        =========            ========     =========

       Per share amount...................................        $     .47        $     .42            $    .89     $     .82
                                                                  =========        =========            ========     =========

Diluted earnings per share:

   Weighted-average common shares outstanding.............           35,401           36,729              35,775        37,014
   Dilutive effect of stock options and restricted
     shares based on the treasury stock method............              146              249                 117           225
                                                                  ---------         --------            --------     ---------

   Total..................................................           35,547           36,978              35,892        37,239
                                                                  =========        =========            ========     =========

   Per share amount.......................................        $     .47        $     .41            $    .88     $     .81
                                                                  =========        =========            ========     =========

- ------------------------------------------------------------------------------------------------------------------------------

Note:  This computation is required by Regulation S-K, Item 601, and is filed as an exhibit under Item 6 of Form 10-Q.

EX-99 2 0002.htm 1997 LONG-TERM INCENTIVE PLAN AMENDED 4/25/00 LONG-TERM INCENTIVE PLAN

MILACRON INC.

1997 Long-Term Incentive Plan

As amended 4/25/00

Section 1. GENERAL PROVISIONS

1.1 Purposes

The purposes of the 1997 Long-Term Incentive Plan (the “Plan”) of Milacron Inc. (the “Company”) are to promote the interests of the Company and its shareowners by (i) helping to attract and retain individuals of outstanding ability; (ii) strengthening the Company’s capability to develop, maintain and direct a competent management team; (iii) motivating key employees by means of performance-related incentives; (iv) providing incentive compensation opportunities which are competitive with those of other major corporations; and (v) enabling such individuals to participate in the long-term growth and financial success of the Company.

1.2 Definitions

“Affiliate”- means any corporation or other entity which is not a Subsidiary but as to which the Company possesses a direct or indirect ownership interest and has power to exercise management control.

“Award”- means a Stock Option grant, a Restricted Stock grant and/or a Performance Share Grant under the Plan.

"Board of Directors"- means the board of directors of the Company.

"Code"- means the Internal Revenue Code of 1986, as it may be amended from time to time.

“Committee”- means those members of the Personnel and Compensation Committee of the Board of Directors who qualify as “Non-Employee Directors” pursuant to Rule 16b-3(b)(3) issued under the Exchange Act and who qualify as outside directors pursuant to Code Section 162(m) and any regulations issued thereunder.

"Common Stock"- means the common shares of the Company.

"Corporation"- means the Company, its divisions, Subsidiaries and Affiliates.

"Director"- means a member of the Board of Directors of the Company.

"Disability Date"- means the date on which a Participant is deemed disabled under the employee benefit plans of the Corporation applicable to the Participant.

“Earnings Per Share”- shall mean earnings from continuing operations before extraordinary items and cumulative effect of changes in methods of accounting, but including or excluding any income or expense items which, in the opinion of the Committee, are properly includable or excludable in the determination of earnings within the intent of the Plan, reduced by the preferred dividend requirement, divided by the number of common share used to calculate “basic earnings per share” as that term is defined in Statement of Financial Accounting Standards No. 128. In the event that generally accepted accounting principles for the calculation of Earnings Per Share change during the term of a Performance Period, the number of common shares used to calculate Earnings Per Share at the beginning and end of the Performance Period shall be determined by a method, to be chosen at the Committee’s discretion, which shall be applied consistently throughout the Performance Period.

"Employee"- means any salaried employee of the Corporation.

"Exchange Act" - means the Securities Exchange Act of 1934, as amended.

“Fair Market Value”- means the average of the high and low prices of the Common Stock on the date on which it is to be valued hereunder, as reported for New York Stock Exchange-Composite Transactions, or if there were no sales of Common Stock on that day, the next preceding day on which there were sales.

“Incentive Stock Options”- means Stock Options which constitute “incentive stock options” under Section 422 (or any successor section) of the Code.

"Initial Performance Period"- shall mean the Performance Period beginning December 29, 1996.

"Non-Employee Director"- means a Director who is not an Employee.

“Non-Qualified Stock Options” means Stock Options which do not constitute Incentive Stock Options.

“Participant”- means an Employee who is selected by the Committee to receive an Award under the Plan.

"Performance Cycle"- means a fiscal year of the Company in which this Plan is in effect.

“Performance Period”- shall mean the three year period following the beginning of the fiscal year in which the Performance Share Grant is awarded.

“Performance Share Grant”- shall mean a number of shares of Restricted Stock granted to the Participant at the beginning of a Performance Period that ranges from 20% to 100%, as determined by the Committee, of the Participant’s base earnings, not to exceed $1,000,000 for purposes of this Plan, during the year of award divided by the average of the closing prices per share of Common Stock during the month immediately preceding the Performance Period.

“Performance Share Multiple”- shall mean a percentage of 0%, 100%, 150% or 200% which, when multiplied by the Performance Share Grant, results in the final number of Performance Shares Earned by the Participant for a specific Performance Period.

“Performance Shares Earned”- shall mean the product of the Performance Share Multiple multiplied by the Performance Share Grant.

“Restricted Period”- means the period of up to three (3) years selected by the Committee during which a grant of Restricted Stock may be forfeited to the Company.

“Restricted Stock”- means shares of Common Stock contingently granted to a Participant under Sections 3, 4 or 5 of the Plan.

“Retirement Date” - means the actual date of retirement from the Company (i) for those Participants who have attained age 55 and have at least ten Years of Credited Service (as that term is defined in the Cincinnati Milacron Retirement Plan); or, (ii) as may be determined under a temporary early retirement program.

“Stock Options” - means an Incentive Stock Option and/or a Non-Qualified Stock Option granted under Section 2 of the Plan.

“Subsidiary”- means any corporation in which the Company possesses directly or indirectly fifty percent (50%) or more of the total combined voting power of all classes of its stock.

‘“Total Growth Rate”- shall mean the percentage increase in Earnings Per Share for threshold, target and maximum levels of attainment in the third year of the Performance Period divided by the Earnings Per Share in the year immediately prior to that Performance Period, and will be the result of the annual compound growth rate over the three year Performance Period.

1.3 Administration

The Plan shall be administered by the Committee, which shall at all times consist of three or more members. The Committee shall have sole and complete authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the Plan as it shall from time to time deem advisable, and to interpret the terms and provisions of the Plan. The Committee’s decisions are binding upon all parties.

1.4 Eligibility

All Employees who have demonstrated significant management potential or who have contributed in a substantial measure to the successful performance of the Corporation, as determined by the Committee, are eligible to be Participants in the Plan. Also, in instances where another corporation or other business entity is being acquired by the Company, and the Company has assumed outstanding employee option grants and/or the obligation to make future or potential grants under a prior existing plan of the acquired entity, adjustments are permitted at the discretion of the Committee subject to Section 1.5(a) below. Awards to Employees are made at the discretion of the Committee. Non-Employee Directors shall also participate pursuant to Section 5 herein.

1.5 Shares Reserved

(a) There shall be reserved for grant pursuant to the Plan a total of 4,400,000 shares of Common Stock. In the event that (i) a Stock Option expires or is terminated unexercised as to any shares covered thereby, or (ii) Restricted Stock grants, are forfeited or unearned for any reason under the Plan, such shares shall thereafter be again available for grant pursuant to the Plan.

(b) In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distributions to common shareholders other than cash dividends, the Committee shall make such substitution or adjustment, if any, as it deems to be equitable, as to the number or kind of shares of Common Stock or other securities granted or reserved for grant pursuant to the Plan, the number of outstanding Stock Options and the option price thereof, and the number of payable Performance Share Grants and shares of Restricted Stock.

1.6 Change of Control

A “Change of Control” shall be deemed to have occurred if and when (a) any person (as such term is defined in Section 13(d) of the Exchange Act), corporation or other entity, which theretofore beneficially owned securities representing less than twenty percent of the voting power of the Company in the election of directors, acquires, in a transaction or series of transactions, outstanding securities of the Company when, added to the voting power previously held, entitles such person to exercise more than twenty percent of the total voting power of the Company in the election of directors (the formation of a syndicate or group of existing shareholders not being deemed to constitute such an acquisition); (b) the Board of Directors (or, if approval of the Board of Directors is not required as a matter of law, the stockholders of the Company) shall approve (1) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (2) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (3) the adoption of any plan or proposal for the liquidation or dissolution of the Company; or (c) any person (as such term is defined in Section 13(d) of the Exchange Act), corporation or other entity other than the Company shall make a tender or exchange offer to acquire any Common Stock or securities convertible into Common Stock for cash, securities or any other consideration if, after giving effect to the acquisition of all Common Stock or securities sought pursuant to such offer, such person, corporation or other entity would become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of thirty percent or more of the outstanding Common Stock (calculated as provided in paragraph (d) of such Rule 13d-3 in the case of rights to acquire Common Stock); provided, that at least ten percent of such Common Stock or securities sought pursuant to such offer is acquired.

In the event of a Change of Control of the Company (i) all time periods relating to the exercise or realization of Awards shall be accelerated so that such Awards may be exercised or realized in full beginning immediately following the Change of Control and extending for the remaining normal exercise period, and (ii) all Performance Share Grants eligible to be earned for the outstanding Performance Cycle will be immediately payable in full in cash.

1.7 Withholding

The Corporation shall have the right to deduct from all amounts paid in cash any taxes required by law to be withheld therefrom. In the case of payments of Awards in the form of Common Stock, the amount of any taxes required to be withheld with respect to such Common Stock from the Participant may, at the Committee’s discretion, be paid in cash, by tender by the Employee of the number of shares of Common Stock whose Fair Market Value equals the amount required to be withheld or, except for Non-Employee Directors receiving Awards of Common Stock pursuant to Section 5 herein, use of the Company’s Key Employee Withholding Tax Loan Program.

1.8 Nontransferability

No Award shall be assignable or transferable except by will or the laws of descent and distribution, and no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant.

1.9 No Right to Employment

No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Corporation. Further, the Corporation expressly reserves the right at any time to dismiss a Participant free from any liability, or any claim under the Plan, except as provided herein or in a Stock Option or Restricted Stock agreement.

1.10 Construction of the Plan

The validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of Ohio.

1.11 Amendment

(a) The Board of Directors may amend, suspend or terminate the Plan or any portion thereof at any time, provided that no amendment shall be made without stockholder approval which shall (i) increase (except as provided in Section 1.5(b) hereof) the total number of shares reserved for grant pursuant to the Plan, (ii) change the class of Employees eligible to be Participants, (iii) decrease the minimum option prices stated in Section 2.1 hereof (other than to change the manner of determining Fair Market Value to conform to any then applicable provision of the Code or regulations thereunder) (iv) extend the maximum period during which Non-Qualified Stock Options or Incentive Stock Options may be exercised, or (v) reduce the restriction period for Restricted Stock Awards (except as provided in Section 1.6 hereof).

(b) With the consent of the Participant adversely affected thereby, the Committee may amend or modify any outstanding Award in any manner not inconsistent with the terms of the Plan, including without limitation, to change the form of payment or the date or dates as of which (i) a Stock Option becomes exercisable, (ii) the restrictions on shares of Restricted Stock are removed, or (iii) a Performance Share Grant is payable.

(c) In no event shall any outstanding Award be modified in such a manner as to re-price any Stock Option by (i) decreasing the purchase price thereof, or (ii) cancellation of any Stock Option prior to its established terms of expiration for the purpose of replacement by a lower-priced Stock Option, nor shall an outstanding Award of Restricted Stock be modified in a manner which will reduce the restriction period related to the Restricted Stock.

1.12 Authority of Committee

Subject to the provisions of the Plan, the Committee shall have the sole and complete authority to determine the Employees to receive Awards, and:

(a) Stock Options. The number of shares to be covered by each Stock Option and the conditions and limitations, if any, in addition to those set forth in Section 2.2 hereof, applicable to the exercise of the Stock Option shall be determined by the Committee. The Committee shall have the authority to grant Incentive Stock Options, or to grant Non-Qualified Stock Options, or to grant both types of Stock Options. In the case of Incentive Stock Options, the maximum aggregate Fair Market Value (at the date of grant) of the shares, under this Plan or any other plan of the Company or a corporation which (at the date of grant) is a parent of the Company or a Subsidiary, which are exercisable by an Employee for the first time during any calendar year shall not exceed $100,000 or, if different, the maximum limitation in effect at the time of grant under Section 422 of the Code, or any successor provision.

(b) Restricted Stock. The number of shares of Restricted Stock to be granted to each Participant, the duration of the Restricted Period during which and the conditions under which the Restricted Stock may be forfeited to the Company, and the terms and conditions of the Award in addition to those contained in Section 3.1 shall be determined by the Committee. Such determinations shall be made by the Committee at the time of the grant.

1.13 Effective Dates

The Plan shall be effective on December 29, 1996, and shall expire on the earlier of (i) a date determined by the Board of Directors, or (ii) the full use of the shares reserved for grant pursuant to the Plan, provided however, that the Plan shall be null and void unless approved at the 1997 annual meeting of the shareholders of the Company.

1.14 Government and Other Regulations

The obligation of the Company with respect to Awards shall be subject to all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the effectiveness of any registration statement required under the Securities Act of 1933, and the rules and regulations of any securities exchange on which the Common Stock may be listed. For so long as the Common Stock is registered under the Exchange Act, the Company shall use its reasonable efforts to comply with any legal requirements (a) to maintain a registration statement in effect under the Securities Act of 1933 with respect to all shares of Common Stock that may be issued to Holders under the Plan, and (b) to file in a timely manner all reports required to be filed by it under the Exchange Act.

1.15 Non-Exclusivity

Neither the adoption of the Plan by the Board of Directors nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board of Directors to adopt such other incentive arrangements as it may deem desirable including, without limitation, the granting of stock options and the awarding of stock and cash otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

1.16 Forfeiture Provision

If the Employee has (i) used for profit or disclosed confidential information or trade secrets of the Company to unauthorized persons, or (ii) breached any contract with or violated any legal obligations to the Company, or (iii) failed to make himself or herself available to consult with, supply information to, or otherwise cooperate with the Company at reasonable times and upon a reasonable basis, or (iv) engaged in any other activity which would constitute grounds for his or her discharge for cause by the Company or a Subsidiary, the Employee will forfeit all undelivered portions of an Award.

Section 2: STOCK OPTIONS

2.1 Option Price

The Committee shall establish the option price at the time each Stock Option is granted, which price shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant. The option price shall be subject to adjustment in accordance with the provisions of Section 1.5(b) hereof.

2.2 Exercise of Options

(a) Except as stated in Section 2.2(c), each Stock Option by its terms shall require the Participant to remain in the continuous employ, or service to the Board of Directors if the individual is a Non-Employee Director and awarded Stock Options under Section 5 herein, of the Corporation for at least two years from the date of grant of the Stock Option before any part of the Stock Option shall be exercisable. Non-Qualified Stock Options and Incentive Stock Options may not be exercisable later than ten years after their date of grant.

(b) Stock Options shall become exercisable in installments with twenty-five percent (25%) becoming exercisable upon the second anniversary of the date of grant of the Stock Option and additional increments of twenty-five percent (25%) of the Stock Option shall become exercisable on each anniversary thereafter until the entire Stock Option is exercisable.

(c) In the event a Participant ceases to be an Employee or a Non-Employee Director as a result of his death, all time periods related to the exercise of any outstanding Stock Options shall be accelerated and the Stock Options shall become exercisable immediately following the Participant’s death and extending for the remaining normal exercise period. In the event a Participant ceases to be an Employee or a Non-Employee Director upon the occurrence of his Retirement Date, Disability Date, or otherwise with the consent of the Committee, his Stock Options shall be exercisable as described in 2.2(b) above as if the individual had remained as an Employee or Non-Employee Director and extending for the normal exercise period. The Committee may at any time and with regard to all Participants or any individual Participant accelerate time periods related to the exercise of any outstanding Stock Options, and the Stock Option shall become exercisable immediately thereafter and extending for the remaining normal exercise period. In all other circumstances when a Participant ceases to be an Employee or a Non-Employee Director, his rights under all Stock Options shall terminate immediately.

(d) Each Stock Option shall be confirmed by a Stock Option agreement executed by the Company and by the Participant which agreement shall designate the Stock Options granted as Incentive Stock Options or NonQualified Stock Options. The option price of each share as to which an Option is exercised shall be paid in full five (5) days from the date of such exercise, but in no event shall the shares issued pursuant to said option exercise be delivered to the Participant until said payment has been received by the Company. Such payment shall be made in cash, by tender of shares of Common Stock owned by the Participant valued at Fair Market Value as of the date of exercise, subject to such limitations on the tender of Common Stock as the Committee may impose, pursuant to the provisions of the Company’s Key Employee Stock Option Loan Program, if applicable, (or any other loan program or arrangement which may be established by the Company under this Plan, or otherwise) or by a combination of the foregoing.

2.3 Maximum Number of Shares

The maximum number of shares that may be granted to any Participant under all Stock Option Awards under this Plan during any one year shall not exceed 100,000 shares.

Section 3: RESTRICTED STOCK GRANTS

3.1 The terms and conditions regarding Restricted Stock grants are as follows:

(a) Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as herein provided, during the Restricted Period. Certificates issued in respect of shares of Restricted Stock shall be registered in the name of the Participant and deposited by him, together with a stock power endorsed in blank, with the Company. At the expiration of the Restricted Period, the Company shall deliver such certificates to the Participant or his legal representative, except that the Participant may defer receipt of his Restricted Stock under terms established by the Committee by extending the Restricted Period.

(b) Except as provided in subsection (a) hereof, the Participant shall have all the rights of a holder of Common Stock, including but not limited to the rights to receive dividends and to vote during the Restricted Period.

(c) In the event a Participant ceases to be an Employee or a Non-Employee Director during the Restricted Period as a result of his death, the restrictions imposed hereunder shall immediately lapse with respect to such shares of Restricted Stock. In the event a Participant ceases to be an Employee or a Non-Employee Director during the Restricted period and upon the occurrence of his Retirement Date, Disability Date, or with the consent of the Committee, the restrictions imposed hereunder shall continue as if the individual had remained as an Employee or Non-Employee Director. The Committee may at any time and with regard to all Participants or any individual Participant lapse any restrictions imposed hereunder with respect to shares of Restricted Stock. In all other circumstances in which a Participant ceases to be an Employee or Non-Employee Director, all shares of Restricted Stock shall thereupon be forfeited to the Company and the certificate or certificates representing such Restricted Stock shall be immediately canceled.

(d) Each grant shall be confirmed by a Restricted Stock agreement executed by the Company and by the Participant.

Section 4: PERFORMANCE SHARE GRANTS

(a) Not later than May 1 of each calendar year in which this Plan is in effect, the Committee may make a Performance Share Grant, effective as of the beginning of the year, to any Participant selected by the Committee. The Committee may make a Performance Share Grant to a Participant in any given year which relates to a Performance Period already in progress. In such event, (i) the Performance Share Grant determined under Section 4(b) shall be prorated based on the remaining whole years of the relevant Performance Period as of the date of grant compared to the entire length of the relevant Performance Period, (ii) the Participant shall receive Restricted Shares immediately upon the date of grant, and, (iii) the Total Growth Rate and level of attainment factors determined by the Committee at the beginning of the relevant Performance Period shall be used to determine the Participant’s ultimate payout under Section 4(d) herein. If awarded not later than May 1, the Performance Share Grant shall relate back to the beginning of the year in which made for purposes of proration.

(b) The Committee shall, at the beginning of each Performance Period or not later than 90 days thereafter, determine the Performance Share Grant to be made to each Participant in Restricted Stock and establish the threshold, target and maximum levels of attainment for Total Growth Rate during the Performance Period.

(c) If Earnings Per Share during the third year of a Performance Period are equal to or exceed the threshold for a Total Growth Rate set by the Committee at the beginning of a Performance Period, a Performance Share Multiple of 100%, 150% or 200% will be applied to the Performance Share Grant. If Earnings Per Share are below the threshold level of attainment, the Performance Share Multiple will be 0%. Below is the Total Growth Rate and the threshold, target and maximum levels of attainment for the Initial Performance Period.

Earnings Per Share      Total        Level of      Performance
Compounded              Growth       Attainment    Share
Annually                Rate                       Multiple
- ---------------------------------------------------------------

Less than 12%          Less than
                       40.5%                           0%

At least 12%,          At least
but less than 15%      40.5% but     Threshold       100%
                       less than
                       52.1%

At least 15%,          At least      Target          150%
but less than 18%      52.1% but
                       less than
                       64.3%

Equal to or greater    64,3% or      Maximum         200%
than 18%               greater

(d) Payment for the value of Performance Shares Earned shall be made to a Participant not later than three months following the end of a Performance Period. If the threshold Total Growth Rate during the Performance Period is not attained in the third year the performance goals attached to the Performance Share Grant will not have been met and the Participant shall forfeit his Restricted Stock. Payment related to a Performance Share Multiple of 100% shall be the lapse of restrictions for the Participant’s Performance Share Grant and he shall receive the certificate for unrestricted ownership of such shares. Payment related to that portion, if any, of a Performance Share Multiple of 150% or 200% shall be as follows: a) for the first 100%, payment shall be the transfer of unrestricted share certificates as a result of the lapse of restrictions on the Performance Share Grant and b) for the 50% or 100% premium, payment shall be an amount of cash equal to the value of the Performance Shares Earned in excess of the 100% multiplied by the average of the closing prices per share of the Common Stock for the last month in the Performance Period. In the event of a Change of Control (as defined in Section 1.6), payment shall be made as if the maximum targets for the three year performance period had been met and shall be paid within thirty days following the Change of Control. Such payment shall be in a cash amount equal to the Performance Share Grant multiplied by the higher of (i) the highest average of the high and low prices per share of the Common Stock on any date within the period commencing 30 days prior to the Change in Control or (ii) if the Change in Control occurs as a result of a tender or exchange offer or consummation of a corporate transaction, the highest price paid per share of Common Stock pursuant thereto.

(e) The Committee may make adjustments from time to time in the Performance Share Multiple, in the Total Growth Rate or in Earnings Per Share in such reasonable manner as the Committee may determine to reflect (i) any increase or decrease in the number of issued shares of Common Stock of the Company resulting from a subdivision or consolidation of shares or any other capital adjustment, the payment of stock dividends or other increases or decreases in such shares effected without receipt of consideration by the Company, (ii) material changes in the Company’s accounting practices or principles, the effect of which would be to cause inconsistency in reporting earnings per share, (iii) material acquisitions or dispositions, the effect of which would be to cause fluctuations in reported earnings per share which are not within the intent of the Plan, or (iv) extraordinary, unusual and nonrecurring items (such as restructuring charges or a disposal of a business) which are disclosed in the published, audited financial statements; provided, however, that no such adjustments shall be made to the extent that the Committee determines that the adjustment would cause payment in respect of Performance Share Grant to fail to be fully deductible by the Company on account of Section 162(m) of the Code.

(f) With respect to a Performance Share Grant, the Participant shall have the rights of a holder of Common Stock, including but not limited to the rights to receive dividends and to vote during the Restricted Period until such Participant ceases to be an Employee of the Corporation for any reason other than death or termination of Employment on a Disability Date or Retirement Date.

(g) In the event a Participant ceases to be an Employee upon the occurrence of his death, Retirement Date or Disability Date prior to the end of a Period, payment for the value of Performance Shares Earned shall be prorated for the amount of time the Participant remained an Employee compared to the length of the Performance Period, provided the Participant has completed at least the first full year of the Performance Period. In such event, any prorated payment for Performance Shares Earned shall be distributed in unrestricted share certificates or paid in cash (depending on whether the threshold, target or maximum Total Growth Rate is attained) in accordance with Paragraphs (c) and (d) above. In all other circumstances in which a Participant ceases to be an Employee, Performance Share Grant shall terminate and no amounts shall be payable at any time.

(h) If there is an event constituting a Change of Control (as defined in Section 1.6), the value of any outstanding Performance Share Grant shall immediately vest in the Participant to whom such Performance Share Grant has been awarded as of the date such Change of Control occurs and at the closing price per share of Common Stock on such date. Such value shall be equal to the maximum Performance Share Multiple multiplied by the Performance Share Grant.

Section 5: NON-EMPLOYEE DIRECTORS

(a) Each individual then serving as a Non-Employee Director shall receive a Non-Qualified Stock Option of 2,000 shares at or about the effective date of the Plan and at the beginning of each of the Company’s fiscal years thereafter so long as the Plan is in effect. As a portion of their compensation, the Committee may also award to Non-Employee Directors shares of Restricted Stock, as it may determine, not to exceed 2,000 shares per individual every three years.

EX-99.H 3 0003.htm REVOLVER AMENDMENT NO. 3 Revolver Amendment No. 3

AMENDMENT NUMBER THREE, dated as of July 13, 2000 (“Amendment”) to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998, as amended by Amendment No. 1 dated as of March 31, 1999 and Amendment No. 2 dated as of January 31,2000 and as amended hereby (the “Credit Agreement”), among MILACRON INC., a Delaware corporation (the “Borrower” and the “Company”), MILACRON KUNSTSTOFFMASCHINEN EUROPA GMBH, a German corporation (“MKE”), MILACRON METAL-WORKING TECHNOLOGIES HOLDING GMBH, a German corporation (“Milacron GmbH”) and MILACRON B.V., a Dutch corporation (“Milacron B.V.”, together with “MKE” and Milacron GmbH, the “Foreign Subsidiary Borrowers”; the Foreign Subsidiary Borrowers, collectively, with the Company, the “Borrowers”), the lending institutions from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”), Bankers Trust Company, a New York banking corporation (“BTCo”), as a Lender and as arranger and administrative agent for the Lenders (in such capacity, including its successors and permitted assigns, the “Agent”), and PNC Bank, as documentation agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS, the Company has requested that the Agent and the Lenders amend certain provisions of the Credit Agreement;

WHEREAS, the Agent and the Lenders have considered and agreed to the Company’s requests, upon the terms and conditions set forth in this Amendment;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION ONE - AMENDMENTS.

The Credit Agreement is amended as hereinafter provided in this Section ONE, effective as of July 13, 2000 (the “Amendment Effective Date”).

1.1. Amendment to Section 1 (Definitions) of the Credit Agreement.

(a) Section 1.1 shall be amended by adding the following new definition in appropriate alphabetical order:

"'Amendment No. 3' shall mean Amendment Number THREE dated as of July 13, 2000 to this Agreement."

“‘Asset Sale’ shall mean any sale (including pursuant to Sale-leaseback transactions), transfer or other disposition by the Company or any of its Subsidiaries to any Person other than the Company or any wholly-owned Subsidiary of the Company of any asset or property (including, without limitation, any equity interests or other securities of another Person, but excluding the sale by the Company of its own capital stock) of the Company or such Subsidiary other than (i) sales, transfers or other dispositions of inventory and real property made in the ordinary course of business, (ii) sales, transfers or other dispositions of obsolete equipment, inventory and overdue receivables, (iii) sales or liquidations of Cash Equivalents, (iv) sales of Notes Receivable pursuant to Section 6.6, (v) operating leases or subleases of any property by the Company and its Subsidiaries in the ordinary course of business and (vi) and sales of assets permitted under Section 6.2.”

"'Euro Revolving Loans' shall mean any Revolving Loan denominated in Euros at the time of the incurrence thereof."

“‘Euros’ and the designation “€” shall mean the currency introduced at the third stage of the European economic and monetary union pursuant to the Treaty (expressed in Euros).”

“‘Pro Forma Basis’ shall mean, as to any Person, that, for purposes of (a) calculating compliance with Sections 5.11 and 6.4 and (b) determining the Applicable Borrowing Margin and Applicable Fee Percentage, pro forma effect shall be given to any Permitted Acquisition and any Asset Sale (or any similar transaction or transactions which require a waiver or consent of the Required Lenders pursuant to Section 6.2), and any related incurrence, assumption, repayment, repurchase or other discharge of Indebtedness, in each case which occur subsequent to the commencement of a period (the “Reference Period”) for which the relevant determination is being made, as if such Permitted Acquisition, Asset Sale or other transaction (and related incurrence, assumption, repayment, repurchase or discharge), as the case may be, occurred on the first day of the Reference Period.

For purposes of this definition, whenever pro forma effect is to be given to any occurrence or event, the pro forma calculation may take into account any cost savings reasonably and in good faith anticipated by the Company to be realized within one year after the relevant transactions as a result of such transactions and shall be determined in good faith by a responsible financial or accounting officer of the Company; provided that the Interest Expense attributable to any Indebtedness (whether existing or being incurred) bearing floating interest rates should be computed on a pro forma basis as if the rate in effect on the transaction date had been the applicable rate for the entire period.

Each Compliance Certificate delivered by the Company shall (i) for the first quarter on which a pro forma calculation is being made in connection with any Permitted Acquisition or Asset Sale that reflects pro forma adjustments for cost savings in excess of $5.0 million, separately identify the amount of any estimated cost savings to each fiscal quarter for which such estimate is being included, and (ii) for each subsequent quarter thereafter, provide a comparison of the amount of estimated cost savings included in any such pro forma calculation and allocated to the fiscal quarter then ended and the amount of actual cost savings realized during such fiscal quarter.”

“‘Treaty’ means the Treaty establishing the European Community being the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986, the Maastricht Treaty (which was signed at Maastricht on February 7, 1992) and the Treaty of Amsterdam (which was signed in Amsterdam on October 2, 1997).”

(b) Section 1.1 shall be further amended as follows:

"Alternate Currency" shall be amended by deleting the definition thereof and replacing it with the following:

"'Alternate Currency' shall mean Euros."

“Applicable Borrowing Margin” shall be amended by deleting the definition thereof and replacing it with the following:

"'Applicable Borrowing Margin' shall mean:

with respect to Eurodollar Loans and Alternate Currency Loans, if the ratio of Consolidated Total Indebtedness (determined on a Pro Forma Basis)to Consolidated EBITDA (determined on a Pro Forma Basis), as evidenced by the Compliance Certificate of the Company from the preceding quarter and upon receipt of such Compliance Certificate the relevant Applicable Borrowing Margin will be given effect, is (x) greater than 3.25 to 1.0, 2.125% per annum, (y) equal to or less than 3.25 to 1.00 but greater than 2.75 to 1.0, 1.500% per annum, (z) equal to or less than 2.75 to 1.0 but greater than 2.50 to 1.0, 1.250% per annum, (xx) equal to or less than 2.50 to 1.0 but greater than 2.25 to 1.0, 1.000% per annum, (yy) equal to or less than 2.25 to 1.0 but greater than 2.00 to 1.0, .750% per annum, (zz) equal to or less than 2.00 to 1.0 but greater than 1.50 to 1.0 .550% per annum and (xxx) equal to or less than 1.50 to 1.0, .350% per annum.”

“Applicable Fee Percentage” shall be amended by deleting the definition thereof and replacing it with the following:

“‘Applicable Fee Percentage’ shall mean, with respect to the Facility Fee as defined in Section 2.13, if the ratio of Consolidated Total Indebtedness (determined on a Pro Forma Basis)to Consolidated EBITDA (determined on a Pro Forma Basis), as evidenced by the Compliance Certificate of the Company from the preceding quarter and upon receipt of such Compliance Certificate the relevant Applicable Fee Percentage will be given effect, is (x) greater than 3.25 to 1.0, .375% per annum, (y) equal to or less than 3.25 to 1.0 but greater than 2.75 to 1.0, .325% per annum, (z) equal to or less than 2.75 to 1.0 but greater than 2.50 to 1.0, .250% per annum, (xx) equal to or less than 2.50 to 1.0 but greater than 2.25 to 1.0, .250% per annum, (yy) equal to or less than 2.25 to 1.0 but greater than 2.00 to 1.0, .250% per annum, (zz) equal to or less than 2.00 to 1.0 but greater than 1.50 to 1.0, .200% per annum and (xxx) equal to or less than 1.50 to 1.0, .150% per annum.”

"Certificate of Deposit Rate" shall be amended by deleting the definition thereof.

"Consolidated Total Indebtedness" shall be amended by deleting the definition thereof and replacing it with the following:

“‘Consolidated Total Indebtedness’ shall mean the aggregate of all Total Indebtedness of the Company and its Consolidated Subsidiaries determined on a consolidated basis; provided, however, that such amount shall be reduced by the amount in Dollars of cash and Cash Equivalents on the consolidated balance sheet of the Company and its Consolidated Subsidiaries on a consolidated basis in conformity with GAAP as of the date the amount thereof shall be determined.”

“Final Maturity Date” shall be amended by deleting the definition thereof and replacing it with the following:

“‘Final Maturity Date’ means June 30, 2005; provided, however, that the Company may extend the Final Maturity Date for an additional year by giving the Agent written notice no later than June 30, 2004 of its desire to extend the Final Maturity Date, which extension shall be subject to the consent of each Lender (other than a Defaulting Lender).”

"Fixed CD Rate" shall be amended by deleting the definition thereof.

"Fixed CD Rate Loans" shall be amended by deleting the definition thereof.

"Lenders" shall be amended by deleting the definition thereof and replacing it with the following:

“‘Lenders’ shall mean the Persons listed on Schedule 2.1 and any other Person that shall have become a Lender hereunder pursuant to Section 11.4(c) or 11.21.”

1.2. Amendment to Section 2 (Amount and Terms of Loans) to the Credit Agreement.

Section 2 shall be amended by (a) deleting all references to Fixed CD Rate Loans and (b) replacing all references to Deutsche Mark Revolving Loans with references to Euro Revolving Loans.

1.3. Amendment to Section 5 (Affirmative Covenants) to the Credit Agreement.

Section 5.11 shall be amended by deleting the text thereof in its entirety and replacing it with the following:

“5.11 Consolidated Total Indebtedness to Consolidated EBITDA. The Company shall maintain, at all times during the respective periods indicated below, a ratio of Consolidated Total Indebtedness (determined on Pro Forma Basis) to Consolidated EBITDA (determined on a Pro Forma Basis) not to exceed the respective ratio indicated during such period:

                      Period                                         Ratio
                06/30/00 - 06/30/02                              3.50 to 1.00
                07/01/02 - and thereafter                        3.25 to 1.00"

1.4 Amendment to Section 6 (Negative Covenant) to the Credit Agreement.

Section 6.4 shall be amended by deleting the text thereof in its entirety and replacing it with the following:

“6.4 Total Interest Coverage Ratio. The Company shall not permit at any time the ratio of (i) Consolidated EBITDA (determined on a Pro Forma Basis) of the Company to (ii) Interest Expense (determined on a Pro Forma Basis) for the most recently completed four fiscal quarter period of the Company to be less than 3.00 to 1.00.”

1.5. Amendment to Section 11 (Miscellaneous) to the Credit Agreement.

Section 11.4 shall be amended by inserting the following at the end of such Section:

"(h) Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Bank") may grant to a special purpose funding vehicle (a "SPC"), identified as such in writing from time to time by the Granting Bank to the Agent and the Company, the option to provide to the Borrowers all or any part of any Loan that such Granting Bank would otherwise be obligated to make to a Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, or, except as provided in the immediately succeeding sentence, affect in any way the applicable Commitment of the Granting Bank, and (ii) if any SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank to the same extent, and as if, such Loan were made by such Granting Bank. In the event that an SPC provides all or any part of any Loan, the Borrowers and the Agent shall continue to deal solely and directly with the Granting Bank with respect to this Agreement, including, without limitation, with respect to the giving of notices and the delivery of financial statements, certificates and other documents and information. Each party hereto hereby agrees that no SPC shall (i) be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Bank), (ii) have any voting rights under Section 7 or 11.2 or with respect to any other matter under this Agreement to which the Lenders are entitled to give their consent (all of which voting rights shall remain with the Granting Bank) or (iii) be entitled to (or enable the Granting Bank to) receive any greater amount pursuant to Section 2.10, 2.11, 3.5 or 11.3 than the Granting Bank would have been entitled to receive in respect of the amount of any Loan provided by the SPC if the Granting Bank had in fact made such Loan. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement ) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 11.4, an SPC may (i) with notice to, but without the prior written consent of, the Borrowers and the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Bank or to any financial institutions (consented to by the Company and Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. As this Section relates to any particular SPC, this section may not be amended without the written consent of such SPC."

Section 11 shall be further amended by inserting the following at the end of such Section:

"11.21 Increases of Revolving Loan Commitments. Notwithstanding the provisions of Section 11.2, so long as no Default or Event of Default then exists or would result therefrom, the Company shall have the right at any time and from time to time to request one or more Lenders to increase their respective Commitments (or to request an Eligible Assignee to provide a Commitment), it being understood and agreed, however, that (i) no Lender shall be obligated to increase its Commitment as a result of any request by the Company, (ii) any Lender may so increase its Commitment (and any Eligible Assignee may provide a Commitment)without the consent of any other Lender but with the consent of the Agent (such consent not to be unreasonably withheld),(iii) any increase in the Total Commitment pursuant to this Section 11.21 shall be in an integral multiple of $1,000,000, (iv) the Total Commitment may not be increased by more than $100,000,000 pursuant to this Section 11.21 and (v) any increase in the Commitment of any Lender (or addition of a Commitment from an Eligible Assignee) pursuant to this Section 11.21 shall be done in coordination with the Agent. At the time of any increase in the Total Commitment pursuant to this Section 11.21, (i) the Borrowers shall, in coordination with the Agent, repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders in each case so that the Lenders continue to participate in each Borrowing of Revolving Loans pro rata on the basis of their Commitments (after giving effect to any such increase in the Total Commitment pursuant to this Section 11.21) and with the Borrowers being jointly and severally obligated to pay to the respective Lenders the reasonable costs incurred in connection with any such repayment and/or Borrowing, (ii) Schedule 2.1 shall be deemed modified to reflect the revised Commitments of the affected Lenders, (iii) upon surrender of any currently outstanding Revolving Notes by those Lenders that have increased their Commitments pursuant to this Section 11.21, to the extent requested by such Lenders, new Revolving Notes will be issued, at the Borrowers' expense, to such Lenders to be in conformity with the requirements of Section 2.5 (with appropriate modifications) to the extent needed to reflect the revised Commitments and (iv) at the time of such increase, the Company shall deliver evidence reasonably satisfactory to the Agent, including an officer's certificate of the Company (accompanied by any required financial calculations in reasonable detail) and; if requested by the Agent, an opinion of counsel for the Company, that the increase in the Total Commitment is permitted under, or satisfied by, the terms of Certain Existing Indebtedness (if any). Notwithstanding any provision of this Agreement to the contrary, the minimum borrowing, pro rata borrowing and pro rata payment requirements of this Agreement will not apply to any borrowing or repayment of Revolving Loans made pursuant to clause (i) of the immediately preceding sentence. Each Eligible Assignee that becomes a Lender pursuant to this Section 11.21 shall execute an agreement, in form and substance reasonably satisfactory to the Company and the Agent, pursuant to which such Eligible Assignee shall (i) agree that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender and become a party to this Agreement as a Lender and (ii) make the representations and warranties (and, if applicable, provide the forms) specified in Section 11.14."

1.6. Amendments to the Schedules of the Credit Agreement.

The Lenders' Revolving Loan Commitments shall be amended to be those set forth on Schedule 2.1 attached hereto and, in this regard, Schedule 2.1 to the Credit Agreement shall be amended by deleting it in its entirety and replacing it with such new schedule attached hereto.

SECTION TWO - REPRESENTATIONS AND WARRANTIES.

The Company hereby confirms, reaffirms and restates the representations and warranties made by it in Section 8 of the Credit Agreement, as amended hereby, and all such representations and warranties are true and correct in all material respects as of the date hereof except such representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under the Credit Agreement or such changes arise out of events not prohibited by the covenants set forth in Sections 5 and 6 of the Credit Agreement. The Company further represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Agent and each Lender that:

(a) The Company, MKE, Milacron GmbH and Milacron B.V. each has the corporate power, authority and legal right to execute, deliver and perform this Amendment and has taken all corporate actions necessary to authorize the execution, delivery and performance of this Amendment;

(b) No consent of any person other than the Lenders, and no consent, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment;

(c) This Amendment has been duly executed and delivered on behalf of each of the Company, MKE, Milacron GmbH and Milacron B.V. by a duly authorized officer or attorney-in-fact of the Company or a Foreign Subsidiary Borrower, as the case may be, and constitutes a legal, valid and binding obligation of the Company and each Foreign Subsidiary Borrower, as the case may be, enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor's rights generally or by equitable principles relating to enforceability; and

(d) The execution, delivery and performance of this Amendment will not violate (i) any provision of law applicable to the Company or any Foreign Subsidiary Borrower or (ii) contractual obligations of either the Company or any Foreign Subsidiary Borrower, except in the case of clause (i) or (ii), such violations that would not have, individually or in the aggregate, a Material Adverse Effect.

SECTION THREE - MISCELLANEOUS.

(a) The Company shall pay to each Lender on the Amendment Effective Date in cash in Dollars a fee equal to 1/8% of such Lender's Commitment in effect immediately after giving effect to this Amendment.

(b) Compliance with Sections 5.11 and 6.4 as of any date (and for each period ended) on and after June 30, 2000, shall be determined on a Pro Forma Basis as set forth in this Amendment.

(c) Except as herein expressly amended, the Credit Agreement and all other agreements, documents, instruments and certificates executed in connection therewith, except as otherwise provided herein, are ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms.

(d) All references to the Credit Agreement shall mean the Credit Agreement as amended as of the Amendment Effective Date, and as the same may at any time be amended, amended and restated, supplemented or otherwise modified from time to time and as in effect.

(e) This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement.

(f) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.

(g) This Amendment shall not constitute a consent or waiver to or modification of any other provision, term or condition of the Credit Agreement. All terms, provisions, covenants, representations, warranties, agreements and conditions contained in the Credit Agreement, as amended hereby, shall remain in full force and effect.

Amendment No. 3

MILACRON INC.


By:____________________________________

Title:   Vice President-Finance
         and Treasurer and
         Chief Financial Officer

Notice Address:

Milacron Inc.
2090 Florence Avenue
Cincinnati, Ohio  45206
Attention:  Robert P. Lienesch
Telephone:  (513) 487-5588
Fax:  (513) 487-5586


MILACRON KUNSTSTOFFMASCHINEN
  EUROPE GmbH


By:____________________________________
         on basis of Power of Attorney
         dated as of January 31, 2000

Notice Address:

c/o Milacron Inc.
2090 Florence Avenue
Cincinnati, Ohio  45206
Attention:  Robert P. Lienesch
Telephone:  (513) 487-5588
Fax:  (513) 487-5586






Amendment No. 3

MILACRON METALWORKING
  TECHNOLOGIES HOLDING GmbH


By:____________________________________
         on basis of Power of Attorney
         dated as of January 31, 2000

Notice Address:

c/o Milacron Inc.
2090 Florence Avenue
Cincinnati, Ohio  45206
Attention:  Robert P. Lienesch
Telephone:  (513) 487-5588
Fax:  (513) 487-5586


MILACRON B.V.


By:____________________________________
         on basis of Power of Attorney
         dated as of January 31, 2000

Notice Address:

c/o Milacron Inc.
2090 Florence Avenue
Cincinnati, Ohio  45206
Attention:  Robert P. Lienesch
Telephone:  (513) 487-5588
Fax:  (513) 487-5586






Amendment No. 3

ABN AMRO BANK N.V., as a Lender


By:____________________________________

Title:   Vice President


By:____________________________________

Title:   Vice President

Notice Office and Payment Office:

208 South LaSalle Street
Chicago, Illinois  60674
Attention:  Loan Administration
Telephone:  (312) 992-5151
Fax:  (312) 992-5156






Amendment No. 3

BANKERS TRUST COMPANY,
  as a Lender and as Agent


By:____________________________________

Title:

Notice Address and Payment Office:

Bankers Trust Company
130 Liberty Street
New York, New York  10006
Attention:
Telephone:
Fax:






Amendment No. 3

BANK ONE, INDIANA, N.A.,
  as a Lender


By:____________________________________

Title:

Notice Address and Payment Office:






Amendment No. 3

COMERICA BANK, as a Lender


By:____________________________________

Title:

Notice Office and Payment Office:

500 Woodward Avenue
Detroit, Michigan  48226
Attention:
Telephone:  (313) 222-9644
Fax:  (313) 222-9514






Amendment No. 3

CREDIT SUISSE FIRST BOSTON,
  as a Lender


By:____________________________________

Title:

Notice Address and Payment Office:

Telephone:
Fax:






Amendment No. 3

FIFTH THIRD BANK, as a Lender


By:____________________________________

Title:

Notice Address and Payment Office:

Telephone:
Fax:






Amendment No. 3

FIRSTAR BANK, National Association,
  as a Lender


By:____________________________________

Title:

Notice Address and Payment Office:

425 Walnut Street, Location 8160
Cincinnati, Ohio  45201-1038
Attention:  Thomas D. Gibbons
Telephone:  (513) 287-8313
Fax:  (513) 632-2068






Amendment No. 3

KEYBANK NATIONAL ASSOCIATION,
  as a Lender


By:____________________________________

Title:

Notice Address and Payment Office:

127 Public Square
Mail Code OH01-27-0606
Cleveland, Ohio  44114
Attention:  Thomas J. Purcell
Telephone:  (216) 689-4439
Fax:  (216) 689-4981






Amendment No. 3

MELLON BANK, N.A., as a Lender


By:____________________________________

Title:

Notice Address and Payment Office:

One Mellon Center
500 Grant Street, Room 4530
Pittsburgh, Pennsylvania  15258
Attention:  Ryan F. Busch
Telephone:  (412) 234-0733
Fax:  (412) 236-1914






Amendment No. 3

MORGAN GUARANTY TRUST COMPANY OF
  NEW YORK, as a Lender


By:____________________________________

Title:   Vice President

Notice Address and Payment Office:

Morgan Guaranty Trust Company of
  New York
c/o J. P. Morgan Services, inc.
500 Stanton Christian Road
P. O. Box 6070
Newark, Delaware  19713-3107
Attention:   Michael Massena
Telephone:  (302) 643-4217
Fax:  (302) 634-1852






Amendment No. 3

PNC BANK, as a Lender


By:____________________________________

Title:

Notice Address and Payment Office:

PNC Center
P. O. Box 1198
Cincinnati, Ohio  45201
Attention:
Telephone:
Fax:

EX-27 4 0004.txt FDS --
5 1,000 3-MOS DEC-31-2000 APR-01-2000 JUN-30-2000 33,400 0 238,700 12,600 377,900 689,200 587,600 277,700 1,497,600 454,900 0 0 6,000 337,100 135,500 1,497,600 404,500 404,500 299,100 299,100 71,100 0 9,800 24,500 7,800 16,700 0 0 0 16,700 .47 .47

~~-----END PRIVACY-ENHANCED MESSAGE-----~~

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

MILACRON INC.

MILACRON INC.

1997 Long-Term Incentive Plan

As amended 4/25/00

Section 1. GENERAL PROVISIONS

1.1 Purposes

1.2 Definitions

1.3 Administration

1.4 Eligibility

1.5 Shares Reserved

1.6 Change of Control

1.7 Withholding

1.8 Nontransferability

1.9 No Right to Employment

1.10 Construction of the Plan

1.11 Amendment

1.12 Authority of Committee

1.13 Effective Dates

1.14 Government and Other Regulations

1.15 Non-Exclusivity

1.16 Forfeiture Provision

Section 2: STOCK OPTIONS

2.1 Option Price

2.2 Exercise of Options

2.3 Maximum Number of Shares

Section 3: RESTRICTED STOCK GRANTS

Section 4: PERFORMANCE SHARE GRANTS

Section 5: NON-EMPLOYEE DIRECTORS

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q