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

    Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act)

Number of shares of Common Stock, $1.00 par value, outstanding as of May 5, 2003: 33,826,383

PART I Financial Information

Item 1. Financial Statements

Consolidated Condensed Statements of Earnings Milacron Inc. and Subsidiaries (Unaudited)
		Three Months Ended March 31,
(In millions, except share and per-share amounts)		2003			2002
Sales		$	190.2		$	158.5
Cost of products sold			158.4			133.2
Manufacturing margins			31.8			25.3
Other costs and expenses
Selling and administrative			30.2			28.8
Restructuring costs			6.0			5.0
Other expense (income) - net			.7			(3.5	)
Total other costs and expenses			36.9			30.3
Operating loss			(5.1	)		(5.0	)
Interest
Income			.8			.4
Expense			(6.0	)		(6.0	)
Interest-net			(5.2	)		(5.6	)
Loss from continuing operations before income taxes and    cumulative effect of change in method of accounting			(10.3	)		(10.6	)
Benefit for income taxes			(2.7	)		(3.6	)
Loss from continuing operations before cumulative effect    of change in method of accounting			(7.6	)		(7.0	)
Discontinued operations net of income taxes			(.7	)		(6.1	)
Cumulative effect of change in method of accounting			—			(187.7	)
Net loss		$	(8.3	)	$	(200.8	)
Loss per common share -
basic and diluted
Continuing operations		$	(.23	)	$	(.21	)
Discontinued operations			(.02	)		(.18	)
Cumulative effect of change in method of accounting			—			(5.62	)
Net loss		$	(.25	)	$	(6.01	)
Dividends per common share		$	.01		$	.01
Weighted-average common shares outstanding    assuming dilution (in thousands)			33,567			33,400
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 notes captioned "Discontinued Operations" and "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, 2002 has been derived from the audited Consolidated Financial Statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States 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, 2002.

Stock-Based Compensation
      The company accounts for stock-based compensation, including stock options, under the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and the related interpretations. Because all stock options outstanding under the company's 1997 Long-Term Incentive Plan and predecessor plans have exercise prices equal to the fair market value of the underlying common shares at the respective grant dates, no compensation expense is recognized in earnings. The following table illustrates on a pro forma basis the effect on net earnings (loss) and earnings (loss) per common share if the stock options granted from 1995 through 2003 had been accounted for based on their fair values as determined under the provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation."

Change in Method of Accounting
      Effective January 1, 2002, the company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." As required by this standard, during 2002 the company completed the transitional reviews of recorded goodwill balances as of January 1, 2002. These transitional reviews resulted in a pretax goodwill impairment charge of $247.5 million ($187.7 million after tax or $5.62 per share) that was recorded as the cumulative effect of a change in method of accounting as of January 1, 2002. Approximately 75% of the pretax charge related to the company's Uniloy and round metalcutting tools businesses, the latter of which is now reported as a discontinued operation.

Discontinued Operations
      In the third quarter of 2002, the company announced a strategy of focusing its capital and resources on building its position as a premier supplier of plastics processing technologies and strengthening its worldwide industrial fluids business. In connection with this strategy, during 2002 the company sold two businesses that had been included in its former metalworking technologies segment and initiated efforts to seek strategic alternatives for two other businesses of the segment.

      On August 30, 2002, the company completed the sale of its Widia and Werkö metalcutting tools business to Kennametal, Inc. for €188 million in cash (approximately $185 million), subject to post-closing adjustments. In a separate but contingent transaction, the company purchased an additional 26% of the shares of Widia India, thereby increasing its ownership interest from 51% to 77%. The entire 77% of the Widia India shares was included in the sale transaction. After deducting post-closing adjustments of approximately $20 million that were paid in the first quarter of 2003, transaction costs and expenses and the cost to increase the company's ownership interest in Widia India, the ultimate net cash proceeds from the sale were approximately $135 million, most of which was used to repay bank borrowings. The sale resulted in an after-tax loss of $14.9 million. Approximately $7 million of the loss resulted from the recognition of the cumulative foreign ranslation adjustments that had been recorded in accumulated other comprehensive loss since the acquisition of Widia in 1995.

      On August 9, 2002, the company completed the sale of its Valenite metalcutting tools business to Sandvik AB for $175 million in cash. After deducting post-closing adjustments of approximately $4 million that were paid in the first quarter of 2003, transaction costs and sale-related expenses, the net cash proceeds from the sale were approximately $145 million, a majority of which was used to repay bank borrowings. The company recorded an after-tax gain on the sale of $31.3 million.

      During the third quarter of 2002, the company retained advisors to explore strategic alternatives for its round metalcutting tools and grinding wheels businesses and in the fourth quarter, initiated plans for their sale. Both businesses are being actively marketed and the sales are expected to be completed later in 2003. Completion of the sales is currently expected to result in after-tax losses totaling approximately $9.9 million which were recorded as charges to earnings in the fourth quarter of 2002.

      All of the businesses discussed above are reported as discontinued operations and the consolidated condensed financial statements for all prior periods have been adjusted to reflect this presentation. Operating results for all of the businesses included in discontinued operations are presented in the following table.

      As reflected in the preceding table, allocated interest expense includes interest on debt assumed or expected to be assumed by the respective buyers, interest on borrowings that were required to be repaid using a portion of the proceeds from the Widia and Werkö transaction and the Valenite transaction, and an allocated portion of other consolidated interest expense based on the ratio of net assets sold or to be sold to consolidated assets.

      The major classes of assets and liabilities of the discontinued grinding wheels and round metalcutting tools businesses in the Consolidated Condensed Balance Sheets as of March 31, 2003 and December 31, 2002 are as follows:

Restructuring Costs
      In 2001, the company's management formally approved plans to consolidate certain manufacturing operations and reduce the company's cost structure. Implementation of these plans resulted in pretax charges to earnings from continuing operations of $17.8 million, of which $3.6 million was charged to expense in the first quarter of 2002. As they relate to continuing operations, the 2001 plans involved the closure of four manufacturing facilities in North America and the elimination of approximately 450 manufacturing and administrative positions. The cash cost of implementing the plans was $11.2 million. Of the total cash cost, $7.2 million was spent in the first quarter of 2002.

      During 2001, the company's management also approved a plan to integrate the operations of EOC and Reform, two businesses that we acquired earlier in that year, with the company's existing European mold base and components business. The total cost of the integration was $9.7 million, of which $1.2 million was included in reserves for employee termination benefits and facility exit costs that were established in the allocations of the EOC and Reform acquisition costs. The remainder was charged to expense, including $3.4 million in 2001, $1.4 million in the first quarter of 2002 and $.5 million in the first quarter of 2003. As approved by management, the plan involved the consolidation of the manufacturing operations of five facilities located in Germany and Belgium into three facilities, the reorganization of warehousing and distribution activities in Europe, and the elimination of approximately 230 manufacturing and administrative positions. The total cash c ost of the integration plan was $9.2 million, of which $3.5 million was spent in the first quarter of 2002.

      In November, 2002, the company announced additional restructuring initiatives intended to improve operating efficiency and customer service. The first action involved the transfer of all manufacturing of container blow molding machines and structural foam systems from the plant in Manchester, Michigan to the company's more modern and efficient facility near Cincinnati, Ohio. The mold making operation in Manchester will also move to a smaller location near the existing facility. In another initiative, the manufacture of special mold bases for injection molding at the Monterey Park, California plant has been phased out and transferred to various other facilities in North America. These additional actions are expected to result in incremental restructuring costs of $8 to $9 million. Of the total cost of the actions, $4.3 million was charged to expense in 2002. An additional $3.3 million was expensed in the first quarter of 2003. The net cash cost of these init iatives is currently expected to be approximately $4 million, substantially all of which will be spent in 2003, including $2.4 million in the first quarter. The pretax annualized cost savings are expected to exceed $4 million, most of which will be realized in 2003.

      Early in 2003, the company initiated a plan for the further restructuring of its European blow molding machinery operations at a cost of up to $6 million, of which $2.2 million was charged to expense in the first quarter. The restructuring involves the discontinuation of the manufacture of certain product lines at the plant in Magenta, Italy and the elimination of approximately 40 positions. The cash cost of the restructuring - all of which will be spent in 2003 - is expected to be approximately $2 million. Of this amount, $.2 million was spent in the first quarter. The annualized pretax savings are expected to be approximately $3 million, which began to be realized in the first quarter of 2003.

      Early in the second quarter of 2003, the company initiated a plan to close its special mold base machining operation in Mahlberg, Germany and relocate a portion of its manufacturing to another location. Certain other production will be outsourced. The closure is expected to result in restructuring costs of approximately $2.5 million and the elimination of approximately 65 positions. The annual cost savings are expected to be in excess of $1 million.

      For all of 2003, restructuring costs related to the actions discussed above, including $4 to $5 million to complete the actions initiated in 2002, are expected to total between $12 and $14 million. Additional restructuring actions at other locations may be announced later in the year.

      The following table presents the components of the line captioned "Restructuring costs" in the Consolidated Condensed Statements of Earnings for the first quarters of 2003 and 2002.

      The status of the reserves for the initiatives discussed above, as well as certain other reserves that were established in 1999 in connection with the consolidation of the company's European blow molding machinery operations, is summarized in the following tables. The amounts included therein relate solely to continuing operations. To the extent that any reserves that were established in the allocation of acquisition cost remain after the completion of the EOC and Reform integration, those amounts will be applied as reductions of goodwill arising from the respective acquisitions.

Acquisitions
      In the first quarter of 2002, the company acquired the remaining 74% of the outstanding shares of Ferromatik Milacron A/S, which sells and services Ferromatik injection molding machines in Denmark. Ferromatik Milacron A/S was previously accounted for on the equity method but is now fully consolidated. The company has annual sales of approximately $4 million.

      In the first quarter of 2003, the company purchased the remaining 51% of the shares of Klochner Ferromatik AG, a Ferromatik sales office in Switzerland with annual sales of approximately $6 million. In addition, the company acquired the remaining 25% of 450500 Ontario Limited, a consolidated subsidiary that manufactures components for molds used in injection molding.

      Unaudited pro forma sales and earnings information for 2003 and 2002 is not presented because the amounts would not vary materially from the comparable amounts reflected in the company's historical Consolidated Condensed Statements of Earnings for those years.

Income Taxes
      At December 31, 2002, the company had U.S. and non-U.S. net operating losses of approximately $12 million and $152 million, respectively. The U.S. loss carryforward expires in 2022 while substantially all of the non-U.S. carryforwards have no expiration dates. The deferred tax asset of $52 million related to the non-U.S. loss carryforwards was partially reserved through valuation allowances of approximately $36 million.

      The company reviews valuation allowances periodically based on the relative amount of positive and negative evidence available at the time. The principal focus of this review is to determine the expected utilization of net operating loss carryforwards in the current year and in 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 income tax benefit related to its first quarter losses from continuing operations, including the effects of restructuring costs, was 26.5% in 2003 and 34% in 2002. These rates are less than the U.S. federal statutory rate adjusted for state and local income taxes due to expense from increases in valuation allowances (as discussed above).

Receivables
      The company maintains a receivables purchase agreement with a third party financial institution. As accounts receivable are generated from customer sales made by certain of the company's consolidated U.S. subsidiaries, those receivables are sold to Milacron Commercial Corp (MCC), a wholly-owned consolidated subsidiary. MCC then sells, on a revolving basis, an undivided percentage interest in designated pools of accounts receivable to the financial institution. As existing receivables are collected, MCC sells undivided percentage interests in new eligible receivables. Accounts that become 60 days past due are no longer eligible to be sold and the company is at risk for credit losses for which it maintains an allowance for doubtful accounts.

      As of March 31, 2003, the company could receive up to $45 million, of which $40 million was utilized, at a cost of funds linked to commercial paper rates. The amount available to the company will be reduced by $2.5 million effective with each of the sales of the company's grinding wheels and round metalcutting tools businesses for a total reduction of $5.0 million. The receivables purchase agreement expires in August, 2004. The related liquidity facility backed by the financial institution and three other commercial banks requires periodic renewals at their option. The liquidity facility currently expires on December 31, 2003. The third party financial institution and certain other participants in the liquidity facility have advised the company that they do not intend to extend the liquidity facility beyond December 31, 2003. However, alternative lenders have expressed an interest in executing other forms of receivable financing arrangements under certain c onditions.

      At March 31, 2003, December 31, 2002, March 31, 2002 and December 31, 2001, the undivided interest in the company's gross accounts receivable from continuing operations that had been sold to the third-party purchaser aggregated $33.9 million, $34.6 million, $31.2 million and $36.3 million, respectively. The amounts sold are reported as reductions of accounts receivable in the Consolidated Condensed Balance Sheets as of the respective dates. Increases and decreases in the amounts sold are reported as operating cash flows in the Consolidated Condensed Statements of Cash Flows. Costs related to the sales are included in other expense-net in the Consolidated Condensed Statements of Earnings. Costs related to the sales in the first quarters of 2003 and 2002 were $.4 million and $.3 million, respectively.

      Certain of the company's non-U.S. subsidiaries also sell accounts receivable on an ongoing basis. In some cases, these sales are made with recourse, in which case appropriate reserves for potential losses are recorded at the sale date. At March 31, 2003 and December 31, 2002, the gross amounts of accounts receivable that had been sold under these arrangements totaled $6.4 million and $5.0 million, respectively.

      The company also periodically sells with recourse notes receivable arising from customer purchases of plastics processing machinery and, in a limited number of cases, guarantees the repayment of all or a portion of notes receivable from its customers to third party lenders. At March 31, 2003 and December 31, 2002, the company's maximum exposure under these arrangements totaled $10.3 million and $12.4 million, respectively. In the event a customer were to fail to repay a note, the company would generally regain title to the machinery for later resale as used equipment. Costs related to sales of notes receivable and to guarantees have not been material in the past.

Goodwill and Other Intangible Assets
      The carrying value of goodwill totaled $144.9 million and $143.3 million at March 31, 2003 and December 31, 2002, respectively. The company's other intangible assets, which are included in other noncurrent assets in the Consolidated Condensed Balance Sheets, are not significant.

Liabilities
      The components of accrued and other current liabilities are shown in the following table.

      The following table summarizes changes in the company's warranty reserves. These reserves are included in accrued and other current liabilities in the Consolidated Condensed Balance Sheets.

      The components of long-term accrued liabilities are shown in the following table.

Long-Term Debt
      The components of long-term debt are shown in the following table.

Lines of Credit
      At March 31, 2003, the company had lines of credit with various U.S. and non-U.S. banks totaling approximately $123 million, including an $85 million committed revolving credit facility that expires on March 15, 2004. These credit facilities support the discounting of receivables, letters of credit and leases in addition to providing borrowings under varying terms. At March 31, 2003, $53 million was drawn against the revolving credit facility including outstanding letters of credit of $11 million. The revolving credit facility, which includes certain financial covenants, limits the payment of cash dividends and imposes certain restrictions on share repurchases, capital expenditures and cash acquisitions. The covenants include those which (i) require the company to achieve specified minimum levels of quarterly cumulative EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted to exclude restructuring costs and certain other items as specified in the agreement and (ii) limit the incurrence of new debt. The company was in compliance with these covenants at March 31, 2003. The company has pledged as collateral for borrowings under the facility the capital stock of its principal domestic subsidiaries as well as the inventories of the company and all of its domestic subsidiaries and certain other domestic tangible and intangible assets.

      The revolving credit facility agreement requires reductions in the facility from $85 million at March 31, 2003 to $75 million at June 30, 2003, $65 million at September 30, 2003 and $55 million at December 15, 2003.

      At March 31, 2003, the company had the ability to borrow an additional $32 million for general corporate purposes under the revolving credit facility. The company could also borrow approximately $20 million under existing lines of credit other than the facility. The facility also allows over $72 million of additional indebtedness from other sources.

Shareholders' Equity
      In the first quarter of 2003, a total of 88,926 treasury shares were reissued in connection with grants of restricted shares and contributions to employee benefit plans. This increase was partially offset by the cancellation of 66,543 restricted shares that were added to the treasury share balance in lieu of their cancellation.

      In the first quarter of 2002, a total of 225,100 treasury shares were reissued in connection with grants of restricted shares, stock option exercises and contributions to employee benefit programs. An additional 62,500 shares were reissued in connection with the purchase of technology rights from a German manufacturer of plastics extrusion machinery. These reductions in treasury shares were partially offset by the cancellation of 55,639 restricted shares that had been granted in prior years.

      On April 21, 2003, the company's executive officers waived all right and all interest to their options to purchase 465,900 common shares of the company (see Subsequent Events).

Comprehensive Income (Loss)
      Total comprehensive income (loss) represents the net change in shareholders' equity during a period from sources other than transactions with shareholders and, as such, includes net earnings or loss for the period. The components of total comprehensive loss are as follows:

      The