8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 7, 2002

MILACRON INC.

(Exact name of registrant as specified in its charter)

DELAWARE	1-8475	31-1062125
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2090 Florence Avenue, P.O. Box 63716, Cincinnati, Ohio   45206
(address of principal executive offices)                              (ZIP Code)

Registrant's telephone number, including area code: (513) 487-5000

ITEM 5. OTHER EVENTS

On November 7, 2002 the company released its earnings for the third quarter of 2002. A copy of the third quarter earnings portion of the Company's Press Release issued November 7, 2002 is filed as Exhibit 99.1 hereto.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c) Exhibits:

Exhibit No.	Description
99.1	Press Release issued by Milacron Inc. on November 7, 2002.
99.2	Estimates and Projections for Financial Modeling Portion of the Press Release issued by Milacron Inc. on November 7, 2002.

ITEM 9. REGULATION FD DISCLOSURE

The Company's Press Release issued November 7, 2002, and which is referenced in Item 5 of this Form 8-K, also contained forward looking statements and projections related to the fourth quarter of 2002, Fiscal year 2002 and Fiscal year 2003. A copy of the forward looking statements and Estimates and Projections for Financial Modeling portion of the company's Press Release issued November 7, 2002 is furnished as Exhibit 99.2 hereto.

Signature
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:	November 7, 2002	By:	/s/Robert P. Lienesch
			Robert P. Lienesch Vice President - Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	99.1 Press Release issued by Milacron Inc. on November 7, 2002.
99.2	Estimates and Projections for Financial Modeling Portion of the Press Release issued by Milacron Inc. on November 7, 2002.

EX-99

Exhibit 99.1

Milacron Narrows Loss in Third Quarter

Sales and Orders Stabilized; Balance Sheet Strengthened

CINCINNATI, OHIO, November 7, 2002…Milacron Inc. (NYSE: MZ) today announced that its loss from continuing operations - plastics technologies and industrial fluids - narrowed to $3.4 million before restructuring charges in the third quarter, down from $7.3 million in the third quarter a year ago and from $5.9 million in the second quarter this year on relatively steady sales and orders. During the third quarter, the company also reduced its debt net of cash by more than $300 million.

Third Quarter Net Earnings
Milacron had third quarter net earnings of $14.5 million, or $0.43 per share, which included an after-tax gain of $29.4 million, or $0.88 per share, on the sale of its Valenite insert cutting tool subsidiary. This compared to a net loss of $18.4 million, or $0.55 per share, in the third quarter of 2001.

Third Quarter Results From Continuing Operations
New orders from continuing operations - plastics technologies and industrial fluids - in the third quarter were $179 million, essentially flat after currency translation effects with $175 million a year ago. Sales were $173 million versus $176 million in 2001. The loss from continuing operations before restructuring charges was $3.4 million, or $0.11 per share, in the third quarter of 2002, compared to a loss of $7.3 million, or $0.22 per share, in the third quarter a year ago.

After-tax restructuring charges for continuing operations were $1.1 million, or $0.03 per share, in the third quarter of 2002, compared to $3.2 million, or $0.09 per share, in the year-ago quarter. In accordance with newly adopted accounting rules, amortization of goodwill is excluded from earnings in 2002 but had the effect of reducing third-quarter 2001 earnings from continuing operations by $1.9 million, or $.06 per share, after tax.

"We had a number of significant accomplishments in the third quarter," said Ronald D. Brown, chairman and chief executive officer. "We completed two major divestitures and used the cash proceeds to reduce our debt and strengthen our balance sheet. Positive effects from our recent restructuring actions were reflected in improved operating results. And, through intensified focus on Lean and working capital management, we continued to achieve positive free cash flow in a difficult environment," he said.

Manufacturing margins in the third quarter of 2002 were 18.2%, a substantial improvement from year-ago levels. Operating cash flow or EBITDA (earnings before interest, taxes, depreciation and amortization) before restructuring costs also improved significantly to $5.5 million from a negative $0.1 million in the third quarter last year. For the first three quarters of 2002, EBITDA before restructuring costs totaled $14.9 million, while net cash provided by operations including cash restructuring costs exceeded $22 million.

Proceeds from divestitures and cash generated from operations were used to reduce Milacron's total debt net of cash to $182 million from $488 million at the beginning of the quarter. The company ended the quarter with $114 million in cash and only $42 million of debt borrowed under its $110-million revolving credit facility.

Segment Results
Plastics Technologies - New orders in the quarter of $154 million were flat with $151 million a year ago after adjusting for currency translation. Sales of $149 million were down $3 million from the reported third quarter of 2001 and down $8 million after adjusting for currency translation. Shipments of injection molding machines and related parts and services held steady while there were declines in blow molding machines, and mold bases primarily in Europe. Helped by restructuring measures implemented over the past year, profitability improved considerably. On a pre-tax operating basis before restructuring charges, the segment earned $0.6 million compared to a loss of $9.5 million in the year-ago quarter.

Industrial Fluids - New orders and sales of $25 million were flat with those of the third quarter a year ago after adjusting for currency translation. Pre-tax operating earnings were $3.4 million. This compared to $5.5 million in the third quarter of 2001, which, however, included favorable metalworking group adjustments. Excluding these adjustments, operating earnings in the third quarter of 2002 were slightly higher than the year-ago levels.

Discontinued Operations
In August, Milacron sold its North American metalcutting insert tool business, Valenite, to Sandvik for $175 million and its European and Indian metalcutting tool businesses, Widia and Werkö, to Kennametal Inc. for €188 million. Both sale prices remain subject to post-closing adjustments and related transaction costs. Milacron's round tool and grinding wheel operations have also been classified as "discontinued," reflecting the company's intention to find strategic solutions for those businesses in the near future. In the third quarter, the round tool and grinding wheel businesses had after-tax operating losses of $2.9 million, or $0.09 per share, on $18 million in sales. Combined after-tax losses in the quarter from all discontinued operations - Valenite, Widia, Werkö, round tools and grinding wheels - were $10.4 million, or $0.31 per share, on sales of $70 million.

Pension Plan Assets
Financial market declines have reduced the asset value of Milacron's primary U.S. defined benefit plan and will likely result in a non-cash charge to equity in the fourth quarter, which, if measured as of September 30, would be approximately $90 million after tax. The charge will have no effect on 2002 net income. Given the plan's lower asset value, Milacron expects little or no pension income in 2003, compared to approximately $9 million in 2002. At the plan's current funding level, the company will not be required to make any cash contribution before 2004, and, based on current projections, the 2004 contribution required would be less than $10 million.

Estimated Charge for Goodwill Impairment
As previously announced, in accordance with Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," Milacron will take a charge for goodwill impairment in 2002. The charge is now estimated between $200 million and $210 million before tax, or $155 million to $165 million after tax. The company intends to announce the specific charge, which is retroactive to the beginning of 2002, when it releases fourth quarter results in early 2003.

First incorporated in 1884, Milacron is a leading global supplier of plastics-processing technologies and industrial fluids, with major manufacturing facilities in North America, Europe and Asia. For further information, visit www.milacron.com or call the toll-free investor line: 800-909-MILA (800-909-6452).

Milacron Inc. and Subsidiaries
Third Quarter 2002
	Three Months Ended September 30,						Nine Months Ended September 30,
	2002 (a)			2001 (a)			2002 (a)			2001 (a)
Sales	$	173,282,000		$	175,500,000		$	501,736,000		$	568,413,000
Loss from continuing operations		(4,522,000	)(b)		(10,460,000	)		(19,437,000	)(b)		(8,075,000	)
Per Share
Basic		(0.14	)		(0.31	)		(0.59	)		(0.25	)
Diluted		(0.14	)		(0.31	)		(0.59	)		(0.25	)
Earnings (loss) from discontinued operations		18,981,000	(c)		(7,903,000	)		(10,299,000	)(c)		(5,689,000	)
Per Share
Basic		0.57			(0.24	)		(0.30	)		(0.17	)
Diluted		0.57			(0.24	)		(0.30	)		(0.17	)
Net earnings (loss)		14,459,000			(18,363,000	)		(29,736,000	)		(13,764,000	)
Per Share
Basic		0.43			(0.55	)		(0.89	)		(0.42	)
Diluted		0.43			(0.55	)		(0.89	)		(0.42	)
Common Shares
Weighted average outstanding for basic EPS		33,508,000			33,200,000			33,464,000			33,203,000
Weighted average outstanding for diluted EPS		33,508,000			33,200,000			33,464,000			33,203,000
Outstanding at quarter end		33,743,000			33,375,000			33,743,000			33,375,000

(a)	Reflects the presentation of Widia, Werkö, Valenite, Grinding Wheels and Round Tools as discontinued operations.
(b)	In 2002, includes after-tax restructuring costs of $ 1.1 million, or $.03 per share, in the third quarter and $ 6.2 million, or $ .18 per share, for the year-to-date period. In 2001, includes after-tax restructuring costs of $ 3.2 million, or $ .09 per share, in the third quarter and for the year-to-date period.
(c)	Includes a third quarter gain on the sale of Valenite of $ 29.4 million, or $ .88 per share, and a second quarter loss on the sale of Widia of $ 15.3 million, or $ .46 per share.

Consolidated Earnings Milacron Inc. and Subsidiaries
Third Quarter 2002
(In millions, except per-share data)	Three Months Ended September 30,						Nine Months Ended September 30,
	2002 (a)			2001 (a)			2002 (a)			2001 (a)
Sales	$	173.3		$	175.5		$	501.7		$	568.4
Cost of products sold		141.7			149.1			413.4			463.8
Cost of products sold related to restructuring		—			2.5			—			2.5
Manufacturing margins		31.6			23.9			88.3			102.1
Percent of sales		18.2%			13.6%			17.6%			18.0%
Other costs and expenses
Selling and administrative		31.0			32.2			90.8			97.7
Restructuring costs (b)		1.9			2.8			9.8			2.8
Other expense (income) - net (c)		1.2			3.1			(0.1	)		7.6
Total other costs and expenses		34.1			38.1			100.5			108.1
Percent of sales		19.7%			21.7%			20.0%			19.0%
Operating loss		(2.5	)		(14.2	)		(12.2	)		(6.0	)
Percent of sales		-1.4%			-8.1%			-2.4%			-1.1%
Interest expense - net of interest income		(6.5	)		(5.9	)		(18.2	)		(16.3	)
Loss from continuing operations before    income taxes and minority shareholders' interests		(9.0	)		(20.1	)		(30.4	)		(22.3	)
Benefit for income taxes		(4.7	)		(9.8	)		(11.6	)		(14.7	)
Loss from continuing operations before    minority shareholders' interests		(4.3	)		(10.3	)		(18.8	)		(7.6	)
Minority shareholders' interests		0.2			0.2			0.6			0.4
Loss from continuing operations		(4.5	)		(10.5	)		(19.4	)		(8.0	)
Discontinued operations-net of income taxes
Loss from operations		(10.4	)		(7.9	)		(24.4	)		(5.8	)
Gain on sale of Valenite		29.4			—			29.4			—
Loss on sale of Widia and Werkö		—			—			(15.3	)		—
Total discontinued operations		19.0			(7.9	)		(10.3	)		(5.8	)
Net earnings (loss)	$	14.5		$	(18.4	)	$	(29.7	)	$	(13.8	)
Earnings (loss) per common share
Basic
Continuing operations	$	(0.14	)	$	(0.31	)	$	(0.59	)	$	(0.25	)
Discontinued operations		0.57			(0.24	)		(0.30	)		(0.17	)
Net earnings (loss)	$	0.43		$	(0.55	)	$	(0.89	)	$	(0.42	)
Diluted
Continuing operations	$	(0.14	)	$	(0.31	)	$	(0.59	)	$	(0.25	)
Discontinued operations		0.57			(0.24	)		(0.30	)		(0.17	)
Net earnings (loss)	$	0.43		$	(0.55	)	$	(0.89	)	$	(0.42	)

(a)	Reflects the presentation of Widia, Werkö, Valenite, Grinding Wheels and Round Tools as discontinued operations.
(b)	In 2001 and 2002, represents additional restructuring costs related to initiatives announced in the second half of 2001 to consolidate manufacturing operations and reduce costs. In 2002, also includes costs related to additional initiatives to further reduce operating and administrative costs.
(c)	In 2001, includes goodwill amortization expense of $2.7 million ($1.9 million after tax or $.06 per share) for the third quarter and $8.1 million ($5.8 million after tax or $.18 per share) for the year to date.
Note:  This statement is unaudited and subject to year-end adjustments.

Consolidated Balance Sheets Milacron Inc. and Subsidiaries
Third Quarter 2002
(In millions)	September 30, 2002 (a)		September 30, 2001
Assets
Cash and cash equivalents	$	114.2	$	52.9
Notes and accounts receivable-net		95.5		91.3
Inventories		151.9		222.0
Other current assets		49.5		48.7
Assets of discontinued operations		76.4		470.0
Total Current Assets		487.5		884.9
Property, plant and equipment-net		148.7		173.5
Goodwill		365.7		352.5
Other noncurrent assets		114.9		91.5
Total Assets	$	1,116.8	$	1,502.4
Liabilities and Shareholders' Equity
Borrowings under lines of credit and long-term debt due     within one year	$	46.9	$	99.4
Trade accounts payable and advance billings and deposits		80.7		78.6
Accrued and other current liabilities		151.7		94.1
Liabilities of discontinued operations		9.5		167.1
Total Current Liabilities		288.8		439.2
Long-term accrued liabilities		154.0		136.3
Long-term debt		249.3		470.5
Shareholders' equity		424.7		456.4
Total Liabilities and Shareholders' Equity	$	1,116.8	$	1,502.4

(a)	Reflects the presentation of Widia, Werkö, Valenite, Grinding Wheels and Round Tools as discontinued operations.
Note:  This statement is unaudited and subject to year-end adjustments.

Consolidated Cash Flows Milacron Inc. and Subsidiaries
(In millions)	Three Months Ended September 30,						Nine Months Ended September 30,
	2002 (a)			2001(a)			2002 (a)			2001(a)
Increase (decrease) in cash and cash equivalents Operating activities cash flows
Net earnings (loss)	$	14.5		$	(18.4	)	$	(29.7	)	$	(13.8	)
Loss from discontinued operations		10.4			7.9			24.4			5.8
Gain on sale of Valenite		(29.4	)		—			(29.4	)		—
Loss on sale of Widia and Werkö		—			—			15.3			—
Depreciation and amortization		6.1			8.8			17.4			26.5
Restructuring costs		1.9			5.3			9.8			5.3
Working capital changes
Notes and accounts receivable		(6.3	)		12.8			(0.9	)		39.5
Inventories		6.3			16.3			28.8			2.8
Other current assets		2.5			0.5			3.0			0.3
Trade accounts payable and other current liabilities		11.3			(23.1	)		1.9			(97.3	)
Deferred income taxes and other-net		(14.8	)		(0.2	)		(18.3	)		(1.8	)
Net cash provided (used) by operating activities		2.5			9.9			22.3			(32.7	)
Investing activities cash flows
Capital expenditures		(0.8	)		(2.7	)		(3.6	)		(11.4	)
Divestitures		308.8			—			308.8			—
Acquisitions and other-net		1.7			0.2			5.4			(24.2	)
Net cash provided (used) by investing activities		309.7			(2.5	)		310.6			(35.6	)
Financing activities cash flows
Dividends paid		(0.4	)		(4.1	)		(1.2	)		(12.2	)
Issuance of long-term debt		—			—			11.5			5.4
Repayments of long-term debt		(0.2	)		(0.1	)		(0.7	)		(4.1	)
Increase (decrease) in bank borrowings		(266.5	)		16.8			(311.2	)		106.0
Net purchase of treasury and other common shares		—			—			0.4			(3.6	)
Net cash provided (used) by financing activities		(267.1	)		12.6			(301.2	)		91.5
Effect of exchange rate fluctuations on cash     and cash equivalents		(0.3	)		0.9			1.4			0.1
Cash flows related to discontinued operations		(5.9	)		4.8			(9.0	)		(4.2	)
Increase in cash and cash equivalents		38.9			25.7			24.1			19.1
Cash and cash equivalents at beginning of period		75.3			27.2			90.1			33.8
Cash and cash equivalents at end of period	$	114.2		$	52.9		$	114.2		$	52.9
(a)  Reflects the presentation of Widia, Werkö, Valenite, Grinding Wheels, and Round Tools as discontinued operations.
Note: This statement is unaudited and subject to year-end adjustments.

Segment and Supplemental Information Milacron Inc. and Subsidiaries
Third Quarter 2002
(In millions)	Three Months Ended September 30,						Nine Months Ended September 30,
	2002 (a)			2001(a)			2002 (a)			2001(a)
Plastics Technologies
Sales	$	148.6		$	151.4		$	430.4		$	497.1
Operating cash flow (b)		6.2			(1.4	)		17.2			24.2
Segment earnings (loss) (c)		0.6			(9.5	)		1.4			0.3
Percent of sales		0.4	%		-6.3	%		0.3	%		0.1	%
New Orders		153.9			150.6			445.7			476.6
Industrial Fluids
Sales	$	24.7		$	24.1		$	71.3		$	71.3
Operating cash flow (b)		3.8			6.0			11.6			15.1
Segment earnings (c)		3.4			5.5			10.5			13.1
Percent of sales		13.8	%		22.8	%		14.7	%		18.4	%
New Orders		24.6			24.1			71.3			71.3
Total Continuing Operations
Sales	$	173.3		$	175.5		$	501.7		$	568.4
Operating cash flow (b)		5.5			(0.1	)		14.9			25.8
Segment earnings (loss) (c)		4.0			(4.0	)		11.9			13.4
Restructuring costs (d)		(1.9	)		(5.3	)		(9.8	)		(5.3	)
Corporate expenses		(3.6	)		(3.9	)		(11.5	)		(12.7	)
Other unallocated expenses (e)		(1.0	)		(1.0	)		(2.8	)		(1.4	)
Operating loss		(2.5	)		(14.2	)		(12.2	)		(6.0	)
Percent of sales		-1.4	%		-8.1	%		-2.4	%		-1.1	%
New Orders		178.5			174.7			517.0			547.9
Ending backlog		80.5			79.4			80.5			79.4

(a)	Reflects the presentation of Widia, Werkö, Valenite, Grinding Wheels, and Round Tools as discontinued operations.
(b)	Represents EBITDA (earnings before interest, income taxes, depreciation and amortization).
(c)	In 2001, includes goodwill amortization expense of $2.7 million ($1.9 million after tax or $.06 per share) for the third quarter and $8.1 million ($5.8 million after tax or $.18 per share) for the year to date.
(d)	In 2001 and 2002, represents additional restructuring costs related to initiatives announced in the second half of 2001 to consolidate manufacturing operations and reduce costs. In 2002, also includes costs related to additional initiatives to further reduce operating and administrative costs.
(e)	Other unallocated expenses include financing costs related to the sale of accounts receivable and in 2001, a second quarter gain of $2.6 million ($1.6 million after tax, or $ .05 per share) from the sale of surplus land.
Note: These amounts are unaudited and subject to year-end adjustments.

Historical Information Operating results reflecting Widia, Werkö, Valenite, Grinding Wheels and Round Tools as discontinued operations
(In millions, except per-share data)
	2000		2001										2002
				Qtr 1		Qtr 2		Qtr 3		Qtr 4		Year		Qtr 1		Qtr 2		Qtr 3	Year to Date
Sales	$	974.5	$	201.2	$	191.7	$	175.5	$	186.8	$	755.2	$	158.5	$	169.9	$	173.3		$	501.7
Cost of products sold		742.4		157.2		157.5		149.1		159.9		623.7		133.2		138.5		141.7			413.4
Cost of products sold    related to restructure		—		—		—		2.5		0.6		3.1		—		—		—			—
Total cost of products sold		742.4		157.2		157.5		151.6		160.5		626.8		133.2		138.5		141.7			413.4
Manufacturing margins		232.1		44.0		34.2		23.9		26.3		128.4		25.3		31.4		31.6			88.3
Other costs and expenses
Selling and administrative		134.6		32.9		32.6		32.2		31.9		129.6		28.8		31.0		31.0			90.8
Restructuring costs		1.4		—		—		2.8		11.6		14.4		5.0		2.9		1.9			9.8
Other - net		6.6		2.6		1.9		3.1		4.7		12.3		(3.7)		2.4		1.2			(0.1)
Total other costs          and expenses		142.6		35.5		34.5		38.1		48.2		156.3		30.1		36.3		34.1			100.5
Operating earnings (loss)		89.5		8.5		(0.3)		(14.2)		(21.9)		(27.9)		(4.8)		(4.9)		(2.5)			(12.2)
Interest expense - net    of interest income		(20.9)		(5.0)		(5.4)		(5.9)		(6.2)		(22.5)		(5.6)		(6.1)		(6.5)			(18.2)
Earnings (loss) from    continuing operations before    income taxes and minority    shareholders' interests		68.6		3.5		(5.7)		(20.1)		(28.1)		(50.4)		(10.4)		(11.0)		(9.0)			(30.4)
Provision (benefit) from    income taxes		19.4		1.5		(6.4)		(9.8)		(7.6)		(22.3)		(3.6)		(3.3)		(4.7)			(11.6)
Earnings (loss) from    continuing operations before    minority shareholders' interests		49.2		2.0		0.7		(10.3)		(20.5)		(28.1)		(6.8)		(7.7)		(4.3)			(18.8)
Minority shareholders' interests		0.4		0.1		0.1		0.2		0.2		0.6		0.2		0.2		0.2			0.6
Earnings (loss) from    continuing operations		48.8		1.9		0.6		(10.5)		(20.7)		(28.7)		(7.0)		(7.9)		(4.5)			(19.4)
Discontinued operations-net    of income taxes
Earnings (loss) from       operations		23.5		1.6		0.5		(7.9)		(1.2)		(7.0)		(6.1)		(7.9)		(10.4)			(24.4)
Gain on sale       of Valenite		—		—		—		—		—		—		—		—		29.4			29.4
Loss on sale of       Widia and Werkö		—		—		—		—		—		—		—		(15.3)		—			(15.3)
Total discontinued operations		23.5		1.6		0.5		(7.9)		(1.2)		(7.0)		(6.1)		(23.2)		19.0			(10.3)
Net earnings (loss)	$	72.3	$	3.5	$	1.1	$	(18.4)	$	(21.9)	$	(35.7)	$	(13.1)	$	(31.1)	$	14.5		$	(29.7)
Earnings (loss) per    common share Basic    and diluted (a)
Continuing operations	$	1.38	$	0.05	$	0.01	$	(0.31)	$	(0.62)	$	(0.87)	$	(0.21)	$	(0.24)	$	(0.14)		$	(0.59)
Discontinued operations		0.68		0.05		0.02		(0.24)		(0.04)		(0.21)		(0.18)		(0.69)		0.57			(0.30)
Net earnings (loss)	$	2.06	$	0.10	$	0.03	$	(0.55)	$	(0.66)	$	(1.08)	$	(0.39)	$	(0.93)	$	0.43		$	(0.89)
Segment Information:
Plastics Technologies
Sales	$	873.8	$	177.2	$	168.5	$	151.4	$	165.3	$	662.4	$	136.0	$	145.8	$	148.6		$	430.4
Operating cash          flow (EBITDA)		127.8		17.2		8.4		(1.4)		(2.4)		21.8		6.2		4.8		6.2			17.2
Segment earnings (EBIT)		97.0		9.4		0.4		(9.5)		(10.2)		(9.9)		1.1		(0.3)		0.6			1.4
Industrial Fluids
Sales	$	100.7	$	24.0	$	23.2	$	24.1	$	21.5	$	92.8	$	22.5	$	24.1	$	24.7		$	71.3
Operating cash          flow (EBITDA)		21.5		5.2		3.9		6.0		5.5		20.6		4.2		3.6		3.8			11.6
Segment earnings (EBIT)		17.5		4.5		3.1		5.5		5.0		18.1		3.8		3.3		3.4			10.5
(a)  For all periods presented, basic and diluted earnings per share are identical.

The forward-looking statements above by their nature involve risks and uncertainties that could significantly impact operations, markets, products and expected results. For further information please refer to the Cautionary Statement included in the company's most recent Form 10-Q on file with the Securities and Exchange Commission.

EX-99

Exhibit 99.2

Outlook
"We have yet to see convincing signs of a recovery in our markets," Brown said. "On the other hand, there has been no further deterioration either, as order rates have generally stabilized for the past several quarters. We remain committed to returning Milacron to profitability, even at these low levels of demand. Through continued cost cutting and efficiency improvements we still expect to approach break-even in the fourth quarter.

"Looking to 2003, we face a number of obstacles. In addition to continued low levels of capital spending due to the lingering recession in the manufacturing sector, the stock market remains depressed by economic and political uncertainties worldwide, which has contributed to declines in pension income and increased insurance costs among other things. While we can't control these macro factors, we will concentrate on what we can control. We are currently finalizing plans for further cost reductions and consolidation of our manufacturing operations. And we continue to focus on better serving our customers through new products, enhanced services and faster response times - all of which go hand in hand with improved operating efficiency. Given these measures and their expected benefits, but assuming no strong economic recovery in the near term, at this time we believe 2003 will be a break-even year for Milacron.

"It's important to note that in these difficult times we are strengthening our competitive position as a global leader in plastics and industrial fluids, which will enhance our ability to respond quickly and fully to the upturn when it comes and will help us maximize shareholder value in the long run," he said.

Estimates and Projections for Financial Modeling Reflects Widia, Werkö, Valenite, Grinding Wheels and Round Tools as Discontinued Operations							Updated: November 7, 2002
Note: The amounts below are approximate working estimates, around which an even wider range of numbers could be used for financial modeling purposes. These estimates, by their nature, involve a great number of risks and uncertainties. Actual results may differ as these risks and uncertainties could significantly impact the company's markets, products, and operations. For further information please refer to the Cautionary Statement included in Item 2 of the company's most recent Form 10-Q, on file with the Securities and Exchange Commission.
		Quarter Ended			Year Ended			Year Ended
(In millions)		Dec. 31, 2002			Dec. 31, 2002			Dec. 31, 2003
Projected Profit & Loss Items
	Sales	$	170-185		$	671-686		$	720-750
	Plastics technologies		150-160			580-590			620-640
	Industrial fluids		20-25			91-96			100-110
	Segment earnings
	Plastics technologies		3-4			4-5			20-25
	Industrial fluids		3-4			13-14			15-16
	Corporate and unallocated expenses(1)		4-5			18-19			15-17
	Interest expense		5-6			23-24			20-22
	Effective tax rate (continuing operations)		36	%		36	%		33	%
	Discontinued operations - net
	From operations		(2	)		(26	)		—
	Gain (loss) on sale		-			14			—
	Average diluted shares outstanding		33.5			33.5			33.7
Projected Cash Flow & Balance Sheet Items
	Depreciation		5-6			22-23			23-26
	Working capital - increase (decrease)(2)		(2)-(4	)		(32)-(34	)		(10)-(15	)
	Capital expenditures		2-3			6-7			14-18
	Cash restructuring		2-3			15-16			5-7
	Divestitures - generated (required)		(25)-(30	)(3)		280-285			—
	Total debt - net of cash		210-220			210-220			200-210
	Debt-to-capital ratio (4)		63-65	%		63-65	%		58-63	%
	Net Debt-to-capital ratio (4)		55-57	%		55-57	%		55-60	%

Comments & Explanations
Assumes current foreign exchange rates and no further acquisitions or divestitures.
	1	Corporate and unallocated expenses Includes corporate expenses and financing costs related to the sale of accounts receivable.
	2	Working Capital =inventory + receivables - trade payables - advance billings
	3	Divestitures  Relates to cash required for purchase price adjustments and cash expenses for Widia, Werko and Valenite divestitures.
	4	Debt-to-capital & Net debt-to-capital ratio Includes the anticipated write-down of goodwill, retroactive to quarter 1, 2002, estimated between $155 million to $165 million after-tax and anticipated write-down of pension assets against equity in quarter 4, 2002, assumed to be $90 million after-tax.

The forward-looking statements above by their nature involve risks and uncertainties that could significantly impact operations, markets, products and expected results. For further information please refer to the Cautionary Statement included in the company's most recent Form 10-Q on file with the Securities and Exchange Commission