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): February 11, 2003

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 February 11, 2003 the Company issued a press release announcing its earnings for the fourth quarter of 2002 and fiscal year 2002. A copy of the fourth quarter earnings portion of the Company's press release issued February 11, 2003 is filed as Exhibit 99.1 hereto.

The press release also announced that the Company's revolving credit facility has been amended. A copy of Amendment Number Eight to the Company's revolving credit facility is filed as Exhibit 99.2 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 February 11, 2003.
99.2	Amendment Number Eight dated as of February 11, 2003 to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Milacron Kunststoffmaschinen Europa GmbH, Milacron B.V., the lenders listed therein and Deutsche Bank Trust Company Americas as Documentation Agent.
99.3	Estimates and Projections for Financial Modeling portion of the press release issued by Milacron Inc. on February 11, 2003.

ITEM 9. REGULATION FD DISCLOSURE

The Company's press release issued February 11, 2003, which is referenced in Item 5 of this Form 8-K, also contained forward looking statements and projections related to the first quarter of 2003 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 February 11, 2003 is furnished as Exhibit 99.3 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: February 13, 2003	By:	/s/Robert P. Lienesch
		Robert P. Lienesch Vice President - Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Milacron Inc. on February 11, 2003.
99.2	Amendment Number Eight dated as of February 11, 2003 to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998 among Milacron Inc., Milacron Kunststoffmaschinen Europa GmbH, Milacron B.V., the lenders listed therein and Deutsche Bank Trust Company Americas as Documentation Agent.
99.3	Estimates and Projections for Financial Modeling portion of the press release issued by Milacron Inc. on February 11, 2003.

EX-99

Exhibit 99.1

Milacron's Q4 Operating Results Show Improvement

CINCINNATI, OHIO, February 11, 2003...Milacron Inc. (NYSE: MZ) showed significant progress in the fourth quarter of 2002, as improvements in operating efficiency resulted in a modest profit from continuing operations on essentially flat sales compared with a year ago.

"Thanks to extraordinary efforts by our employees worldwide, we ended 2002 on a very positive note," said Ronald D. Brown, chairman and chief executive officer. "We saw increasing benefits from our diligent execution of cost-cutting and consolidation efforts of the past year and we entered 2003 with substantially less debt and a stronger balance sheet."

Fourth-quarter 2002 earnings from continuing operations before restructuring charges came in at the high end of the range of guidance provided by the company in November. Including losses from discontinued operations and restructuring charges, Milacron posted a significantly smaller net loss compared to the fourth quarter a year ago.

Fourth Quarter 2002
Sales of $192 million from continuing operations - plastics technologies and industrial fluids - were effectively even with $187 million in the fourth quarter of 2001 when excluding favorable currency translation effects.

In the fourth quarter of 2002 Milacron earned $1.0 million after tax from continuing operations, a $20- million improvement over the year-ago quarter on essentially flat sales. Including losses from discontinued operations, the company recorded a net loss in the quarter of $5.5 million, or $.17 per share. This compared to a net loss of $21.9 million, or $.66 per share, in the fourth quarter of 2001, which included $1.2 million in losses from discontinued operations. The quarterly net losses included after-tax restructuring costs of $2.6 million in 2002 and $7.8 million in 2001. In accordance with current accounting rules, amortization of goodwill was excluded from earnings in 2002 but had the effect of increasing the fourth-quarter 2001 loss by $1.8 million after tax.

Manufacturing margins excluding restructuring costs were 17.4% in the fourth quarter of 2002, up from 14.4% a year ago. New orders from continuing operations were $186 million, up 7% from $174 million in the fourth quarter of 2001 and 4% from the third quarter of 2002, reflecting slightly improved demand for plastics machinery.

Year 2002
Despite an 8% sales volume decline, in 2002 Milacron achieved positive earnings from continuing operations of $0.6 million before interest, taxes and nonrecurring items, compared to an operating loss of $11.0 million in 2001.

Sales from continuing operations were $693 million in 2002, down from $755 million a year ago. The company's 2002 net loss was $222.9 million, or $6.67 per share, and included on an after-tax basis: a writedown of goodwill of $187.7 million, losses from discontinued operations of $16.8 million, and restructuring charges of $8.8 million.

"We made significant progress in 2002," Brown said. "We strengthened our balance sheet by generating cash from operations and making two major divestitures, which allowed us to reduce net debt by over $300 million. We accelerated our implementation of Lean and Six Sigma and cut our primary working capital requirements by $40 million. We also executed restructuring and cost-cutting programs throughout our operations, which helped bring us back into the black on an operating basis in the fourth quarter."

Segment Results
Machinery Technologies-North America [machinery and related parts and services for injection molding, blow molding and extrusion supplied from North America and India] New orders in the fourth quarter were $88 million, a 10% increase from $80 million a year ago. Sales of $97 million were up 7% from $91 million in the fourth quarter of 2001. Helped by restructuring and other cost-cutting measures implemented over the past several quarters, this segment posted operating earnings (earnings before interest, taxes and restructuring charges) of $5.8 million compared to an operating loss of $4.6 million in the year-ago quarter.

For the year 2002, new orders in this segment were $321 million, down from $337 million in 2001. Sales declined year over year to $314 million from $362 million. Operating earnings for 2002 were $8.0 million compared to an operating loss of $13.5 million in 2001.

Machinery Technologies-Europe [machinery and related parts and services for injection molding and blow molding supplied from Europe] New orders rose 26% to $34 million from $27 million in the fourth quarter of 2001, with about one-third of the gain coming from favorable currency translation. Sales of $31 million were essentially flat with those of the year-ago quarter when excluding currency effects. This segment reduced its operating loss to $1.5 million from $7.5 million in the fourth quarter of 2001.

For the year 2002, new orders in this segment were $122 million, up $8 million from 2001, mostly due to favorable currency translation. Sales of $117 million declined from $123 million in the prior year despite favorable currency effects. For 2002 the segment posted an operating loss of $8.1 million, $1.0 million better than its operating loss of $9.1 million in 2001.

Mold Technologies  [mold bases and related parts and services, as well as maintenance, repair and operating (MRO) supplies for injection molding worldwide] Sales in the quarter were $43 million, down from $47 million a year ago, with all of the decline coming from the segment's European operations, as North American operations held up compared to a year ago. Hampered by lower sales volumes and costs and inefficiencies related to the integration and consolidation of European acquisitions, operating earnings declined to $0.1 million including a goodwill writedown of $1.0 million, down from $1.7 million in the year-ago quarter.

Sales in this segment for the year were $175 million, down $10 million from 2001. Operating earnings fell to $5.3 million from $12.1 million in the prior year.

Industrial Fluids [water-based and oil-based coolants, lubricants and cleaners for metalcutting and metalforming operations worldwide] Sales of $25 million were essentially flat with those of the fourth quarter a year ago after adjusting for currency translation effects. Operating earnings were $3.9 million, compared to $5.0 million in the fourth quarter 2001, which included favorable one-time adjustments.

Sales in 2002 for this segment were $96 million, up from $93 million in 2001, as favorable currency translation accounted for about half the increase. The segment's operating earnings were $14.4 million in 2002, down from $18.1 million in 2001, which, as in the fourth quarter, included one-time adjustments.

Discontinued Operations
In August 2002, Milacron sold its North American metalcutting insert tool business, Valenite, to Sandvik for $175 million, subject to post-closing adjustments, and its European and Indian metalcutting tool businesses, Widia and Werkö, to Kennametal Inc. for €188 million, also subject to post-closing adjustments. Cash costs for divestiture expenses and post-closing adjustments were approximately $7 million in the fourth quarter and are projected to be about $25 million in the first quarter of 2003, all within the reserves established by the company at the time of the closings.

In the fourth quarter, Milacron's discontinued round tool and grinding wheel operations had sales of $42 million and after-tax losses of $6.5 million, primarily related to adjustments of the carrying value of these businesses.

Charge for Goodwill Impairment
In accordance with Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," Milacron took a $247 million pre-tax charge for goodwill impairment retroactive to the beginning of 2002 to cover both continuing and discontinued operations. On an after-tax basis, the writedown was $188 million, or $5.61 per share. The charge had no effect on cash flow.

Pension Plan Assets
Financial market declines in 2002 significantly reduced the asset value of Milacron's primary U.S. defined benefit plan and resulted in a non-cash charge to equity of $95 million after tax in the fourth quarter. The charge had no effect on cash flow or net income. Given the plan's reduced asset value and lower assumptions for return and discount rates, Milacron expects about $1 million in pension expense in 2003, compared to pension income of approximately $9 million in 2002. The plan continues to meet all the funding requirements under ERISA regulations, and at its current funding level, the company will not be required to make any cash contribution before September 2004. Based on current projections, the required 2004 contribution would be less than $10 million.

Financial Flexibility
Milacron ended the fourth quarter with $122 million in cash, up from $114 million at the beginning of the quarter. The company said that its revolving credit facility has been amended to provide for relaxed covenants through 2003, with an agreement to reduce the commitment gradually from $85 million to $55 million by year-end. At December 31, 2002, the company had drawn $42 million and issued $12 million in letters of credit under this facility. The company also said its accounts receivable liquidity facility has been extended to December 31, 2003. At year-end 2002, the company had sold $41 million of receivables under the program, which is now capped at $45 million.

Milacron has no significant debt repayment obligations until March 15, 2004, at which time the company's revolving credit facility and $115 million of 8-3/8% public notes mature. The company is currently considering a variety of available alternatives to refinance its capital structure.

First incorporated in 1884, Milacron is a leading global supplier of plastics-processing technologies and industrial fluids, with 4,000 employees and 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
Fourth Quarter 2002
	Three Months Ended December 31,						Year Ended December 31,
	2002 (a)			2001 (a)			2002 (a)			2001 (a)
Sales	$	191,451,000		$	186,798,000		$	693,188,000		$	755,212,000
Earnings (loss) from continuing operations		1,026,000	(b)		(20,659,000)	(b)		(18,412,000)	(b)		(28,734,000)	(b)
Per Share
Basic		0.03			(0.62	)		(0.56	)		(0.87	)
Diluted		0.03			(0.62	)		(0.56	)		(0.87	)
Loss from discontinued operations		(6,517,000)	(c)		(1,237,000)			(16,816,000)	(c)		(6,926,000)
Per Share
Basic		(0.20	)		(0.04	)		(0.50	)		(0.21	)
Diluted		(0.20	)		(0.04	)		(0.50	)		(0.21	)
Cumulative effect of change in accounting    method (d)		—						(187,713,000)
Per Share
Basic		—			—			(5.61	)		—
Diluted		—			—			(5.61	)		—
Net earnings (loss)		(5,491,000	)		(21,896,000	)		(222,941,000	)		(35,660,000	)
Per Share
Basic		(0.17	)		(0.66	)		(6.67	)		(1.08	)
Diluted		(0.17	)		(0.66	)		(6.67	)		(1.08	)
Common Shares
Weighted average outstanding for basic EPS		33,537,000			33,276,000			33,482,000			33,222,000
Weighted average outstanding for diluted EPS		33,546,000			33,276,000			33,482,000			33,222,000
Outstanding at year end		33,754,000			33,468,000			33,754,000			33,468,000

(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 $2.6 million, or $.08 per share, in the fourth quarter and $8.8 million, or $.26 per share, for the year. In 2001, includes after-tax restructuring costs of $7.8 million, or $.23 per share, in the fourth quarter and $11.0 million, or $.32 per share, for the year.
(c)	Includes a fourth quarter loss on divestitures of $5.7 million, or $.17 per share, and a gain on divestitures of $8.4 million, or $.25 per share, for the year.
(d)	Represents a goodwill impairment charge related to the adoption of a new accounting standard.

Consolidated Earnings Milacron Inc. and Subsidiaries
Fourth Quarter 2002
(In millions, except per-share data)	Three Months Ended December 31,						Year Ended December 31,
	2002 (a)			2001 (a)			2002 (a)			2001 (a)
Sales	$	191.5		$	186.8		$	693.2		$	755.2
Cost of products sold		158.2			159.9			571.6			623.7
Cost of products sold related to restructuring		1.9			0.6			1.9			3.1
Manufacturing margins		31.4			26.3			119.7			128.4
Percent of sales		16.4%			14.1%			17.3%			17.0%
Other costs and expenses
Selling and administrative		30.3			31.9			121.0			129.6
Restructuring costs (b)		2.2			11.6			12.0			14.4
Other expense (income) - net (c)		(0.6	)		4.9			—			12.9
Total other costs and expenses		31.9			48.4			133.0			156.9
Percent of sales		16.7%			25.9%			19.2%			20.8%
Operating loss		(0.5	)		(22.1	)		(13.3	)		(28.5	)
Percent of sales		-0.3%			-11.8%			-1.9%			-3.8%
Interest expense - net of interest income		(5.1	)		(6.2	)		(23.3	)		(22.5	)
Loss from continuing operations before    income taxes and cumulative effect of    change in method of accounting		(5.6	)		(28.3	)		(36.6	)		(51.0	)
Benefit for income taxes		(6.6	)		(7.6	)		(18.2	)		(22.3	)
Earnings (loss) from continuing operations before    cumulative effect of change in method    of accounting		1.0			(20.7	)		(18.4	)		(28.7	)
Discontinued operations-net of income taxes
Loss from operations (c)		(0.8	)		(1.2	)		(25.2	)		(7.0	)
Net gain (loss) on divestitures		(5.7	)		—			8.4			—
Total discontinued operations		(6.5	)		(1.2	)		(16.8	)		(7.0	)
Cumulative effect of change in method    of accounting (d)		—			—			(187.7	)		—
Net loss	$	(5.5	)	$	(21.9	)	$	(222.9	)	$	(35.7	)
Earnings (loss) per common share
Basic and diluted
Continuing operations	$	0.03		$	(0.62	)	$	(0.56	)	$	(0.87	)
Discontinued operations		(0.20	)		(0.04	)		(0.50	)		(0.21	)
Cumulative effect of accounting change		—			—			(5.61	)		—
Net loss	$	(0.17	)	$	(0.66	)	$	(6.67	)	$	(1.08	)

(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 ($1.8 million after tax or $.05 per share) for the fourth quarter and $10.8 million ($7.0 million after tax or $.21 per share) for the year.
(d)	Represents a goodwill impairment charge related to the adoption of a new accounting standard.
Note:  These statements are unaudited.

Consolidated Balance Sheets Milacron Inc. and Subsidiaries
Fourth Quarter 2002
(In millions)	December 31, 2002 (a)			December 31, 2001 (a)
Assets
Cash and cash equivalents	$	122.3		$	90.1
Notes and accounts receivable-net		89.3			88.5
Inventories		147.6			177.9
Other current assets		69.6			57.6
Assets of discontinued operations		16.0			465.4
Total current assets		444.8			879.5
Property, plant and equipment-net		149.8			165.8
Goodwill		143.3			353.2
Other noncurrent assets		177.8			113.8
Total assets	$	915.7		$	1,512.3
Liabilities and shareholders' equity
Borrowings under lines of credit and long-term debt due     within one year	$	46.1		$	75.6
Trade accounts payable and advance billings and deposits		86.3			76.1
Accrued and other current liabilities		138.9			106.3
Liabilities of discontinued operations		10.9			164.8
Total current liabilities		282.2			422.8
Long-term accrued liabilities		244.1			153.5
Long-term debt		255.4			501.1
Shareholders' equity		134.0	(b)		434.9
Total liabilities and shareholders' equity	$	915.7		$	1,512.3

(a)	Reflects the presentation of Widia, Werkö, Valenite, Grinding Wheels and Round Tools as discontinued operations.
(b)	Includes a $95.4 million minimum pension liability adjustment that has no earnings or cash flow effect.
Note:  These statements are unaudited.

Consolidated Cash Flows Milacron Inc. and Subsidiaries
Fourth Quarter 2002
(In millions)	Three Months Ended December 31,						Year Ended December 31,
	2002 (a)			2001(a)			2002 (a)			2001(a)
Increase (decrease) in cash and cash equivalents Operating activities cash flows
Net loss	$	(5.5	)	$	(21.9	)	$	(222.9	)	$	(35.7	)
Loss from discontinued operations		0.8			1.2			25.2			7.0
(Gain) loss on divestitures		5.7			—			(8.4	)		—
Cumulative effect of change in method of accounting		—			—			187.7			—
Depreciation and amortization		5.6			8.4			23.0			34.9
Restructuring costs		4.1			12.2			13.9			17.5
Working capital changes
Notes and accounts receivable		10.6			1.7			9.7			41.2
Inventories		7.2			42.1			36.0			44.9
Other current assets		(0.6	)		(0.6	)		2.4			(0.3	)
Trade accounts payable and other current liabilities		4.2			17.4			5.7			(79.9	)
Deferred income taxes and other-net		(18.5	)		(37.1	)		(36.4	)		(38.9	)
Net cash provided (used) by operating activities		13.6			23.4			35.9			(9.3	)
Investing activities cash flows
Capital expenditures		(2.6	)		(2.1	)		(6.2	)		(13.5	)
Divestitures		(4.9	)		—			303.9			—
Acquisitions and other-net		(2.2	)		0.7			3.2			(23.5	)
Net cash provided (used) by investing activities		(9.7	)		(1.4	)		300.9			(37.0	)
Financing activities cash flows
Dividends paid		(0.4	)		(0.4	)		(1.6	)		(12.6	)
Issuance of long-term debt		—			—			11.5			5.4
Repayments of long-term debt		(0.6	)		(1.4	)		(1.3	)		(5.5	)
Increase (decrease) in bank borrowings		(0.4	)		12.7			(311.6	)		118.7
Net common share activity		—			—			0.4			(3.6	)
Net cash provided (used) by financing activities		(1.4	)		10.9			(302.6	)		102.4
Effect of exchange rate fluctuations on cash    and cash equivalents		4.2			(0.8	)		5.6			(0.7	)
Cash flows related to discontinued operations		1.4			5.1			(7.6	)		0.9
Increase in cash and cash equivalents		8.1			37.2			32.2			56.3
Cash and cash equivalents at beginning of period		114.2			52.9			90.1			33.8
Cash and cash equivalents at end of period	$	122.3		$	90.1		$	122.3		$	90.1
(a)  Reflects the presentation of Widia, Werkö, Valenite, Grinding Wheels, and Round Tools as discontinued operations.
Note: These statements are unaudited.

Segment and Supplemental Information Milacron Inc. and Subsidiaries
Fourth Quarter 2002
(In millions)	Three Months Ended December 31,						Year Ended December 31,
	2002 (a)			2001(a)			2002 (a)			2001(a)
Machinery technologies North America
Sales	$	96.6		$	90.5		$	313.6		$	361.7
Operating cash flow (b)		8.2			(1.2	)		17.9			0.5
Segment earnings (loss)		5.8			(4.6	)		8.0			(13.5	)
Percent of sales		6.0	%		-5.1	%		2.6	%		-3.7	%
New orders		88.0			79.8			320.5			336.6
Machinery technologies Europe
Sales	$	31.2		$	29.2		$	117.4		$	122.6
Operating cash flow (b)		(0.6	)		(6.2	)		(4.6	)		(4.3	)
Segment earnings (loss)		(1.5	)		(7.5	)		(8.1	)		(9.1	)
Percent of sales		-4.8	%		-25.7	%		-6.9	%		-7.4	%
New orders		34.1			26.8			122.0			113.9
Mold technologies
Sales	$	42.9		$	47.2		$	174.7		$	184.6
Operating cash flow (b)		1.8			4.8			12.7			25.0
Segment earnings (loss)		0.1			1.7			5.3			12.1
Percent of sales		0.2	%		3.6	%		3.0	%		6.6	%
New orders		42.6			47.5			174.3			184.3
Eliminations
Sales	$	(3.9	)	$	(1.6	)	$	(8.5	)	$	(6.5	)
New orders		(3.4	)		(1.5	)		(9.8	)		(5.6	)
Total plastics technologies
Sales	$	166.8		$	165.3		$	597.2		$	662.4
Operating cash flow (b)		9.4			(2.6	)		26.0			21.2
Segment earnings (loss)		4.4			(10.4	)		5.2			(10.5	)
Percent of sales		2.6	%		-6.3	%		0.9	%		-1.6	%
New orders		161.3			152.6			607.0			629.2
Industrial fluids
Sales	$	24.7		$	21.5		$	96.0		$	92.8
Operating cash flow (b)		4.3			5.5			15.9			20.6
Segment earnings		3.9			5.0			14.4			18.1
Percent of sales		15.8	%		23.3	%		15.0	%		19.5	%
New Orders		24.7			21.6			96.0			92.9
Total continuing operations
Sales	$	191.5		$	186.8		$	693.2		$	755.2
Operating cash flow (b)		9.2			(1.4	)		23.5			24.0
Segment earnings (loss) (c)		8.3			(5.4	)		19.6			7.6
Restructuring costs (d)		(4.1	)		(12.2	)		(13.9	)		(17.5	)
Corporate expenses (e)		(3.9	)		(3.7	)		(15.4	)		(16.4	)
Other unallocated expenses		(0.8	)		(0.8	)		(3.6	)		(2.2	)
Operating loss		(0.5	)		(22.1	)		(13.3	)		(28.5	)
Percent of sales		-0.3	%		-11.8	%		-1.9	%		-3.8	%
New orders		186.0			174.2			703.0			722.1
Ending backlog		76.4			61.2			76.4			61.2

(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) before restructuring costs.
(c)	In 2001, includes goodwill amortization expense of $2.7 million ($1.8 million after tax or $.05 per share) for the fourth quarter and $10.8 million ($7.0 million after tax or $.21 per share) for the year.
(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 statements are unaudited.

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
		Year		Qtr 1		Qtr 2		Qtr 3		Qtr 4		Year		Qtr 1		Qtr 2		Qtr 3		Qtr 4	Year
Sales	$	974.5	$	201.2	$	191.7	$	175.5	$	186.8	$	755.2	$	158.5	$	169.9	$	173.3	$	191.5		$	693.2
Cost of products sold		742.4		157.2		157.5		149.1		159.9		623.7		133.2		138.5		141.7		158.2			571.6
Cost of products sold    related to restructure		—		—		—		2.5		0.6		3.1		—		—		—		1.9			1.9
Total cost of          products sold		742.4		157.2		157.5		151.6		160.5		626.8		133.2		138.5		141.7		160.1			573.5
Manufacturing margins		232.1		44.0		34.2		23.9		26.3		128.4		25.3		31.4		31.6		31.4			119.7
Other costs and expenses
Selling and administrative		134.6		32.9		32.6		32.2		31.9		129.6		28.8		31.0		30.9		30.3			121.0
Restructuring costs		1.4		—		—		2.8		11.6		14.4		5.0		2.9		1.9		2.2			12.0
Other - net (a)		7.0		2.7		2.0		3.4		4.9		13.0		(3.5)		2.6		1.5		(0.6)			—
Total other costs          and expenses		143.0		35.6		34.6		38.4		48.4		157.0		30.3		36.5		34.3		31.9			133.0
Operating earnings (loss)		89.1		8.4		(0.4)		(14.5)		(22.1)		(28.6)		(5.0)		(5.1)		(2.7)		(0.5)			(13.3)
Interest expense - net    of interest income		(20.9)		(5.0)		(5.4)		(5.9)		(6.2)		(22.5)		(5.6)		(6.1)		(6.5)		(5.1)			(23.3)
Earnings (loss) from    continuing operations    before income taxes    and cumulative effect    of change in method    of accounting		68.2		3.4		(5.8)		(20.4)		(28.3)		(51.1)		(10.6)		(11.2)		(9.2)		(5.6)			(36.6)
Provision (benefit) from    income taxes		19.4		1.5		(6.4)		(9.9)		(7.6)		(22.4)		(3.6)		(3.3)		(4.7)		(6.6)			(18.2)
Earnings (loss) from    continuing operations    before cumulative effect    of change in method    of accounting		48.8		1.9		0.6		(10.5)		(20.7)		(28.7)		(7.0)		(7.9)		(4.5)		1.0			(18.4)
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)		(0.8)			(25.2)
Net Gain (loss) on divestitures		—		—		—		—		—		—		—		(15.3)		29.4		(5.7)			8.4
Total discontinued          operations		23.5		1.6		0.5		(7.9)		(1.2)		(7.0)		(6.1)		(23.2)		19.0		(6.5)			(16.8)
Cumulative effect of    change in method    of accounting		—		—		—		—		—		—		(187.7)		—		—		—			(187.7)
Net earnings (loss)	$	72.3	$	3.5	$	1.1	$	(18.4)	$	(21.9)	$	(35.7)	$	(200.8)	$	(31.1)	$	14.5	$	(5.5)		$	(222.9)
Earnings (loss) per    common share    Basic and diluted (b)
Continuing operations	$	1.38	$	0.05	$	0.01	$	(0.31)	$	(0.62)	$	(0.87)	$	(0.21)	$	(0.24)	$	(0.14)	$	0.03		$	(0.56)
Discontinued          operations		0.68		0.05		0.02		(0.24)		(0.04)		(0.21)		(0.18)		(0.69)		0.57		(0.20)			(0.50)
Cumulative effect of    change in method       of accounting		—		—		—		—		—		—		(5.62)		—		—		—			(5.61)
Net earnings (loss)	$	2.06	$	0.10	$	0.03	$	(0.55)	$	(0.66)	$	(1.08)	$	(6.01)	$	(0.93)	$	0.43	$	(0.17)		$	(6.67)
(a)  In the first quarter of 2002, includes royalty income of $4.5 million from the licensing of patented technology.
(b)  For all periods presented, basic and diluted earnings per share are identical.

Historical Segment and Supplemental Information Reflects the presentation of Widia, Werkö, Valenite, Grinding Wheels and Round Tools as discontinued operations
(In millions)
	2000		2001										2002
		Year		Qtr 1		Qtr 2		Qtr 3		Qtr 4		Year		Qtr 1		Qtr 2		Qtr 3		Qtr 4	Year
Machinery technologies North America
Sales	$	550.0	$	102.7	$	92.9	$	75.6	$	90.5	$	361.7	$	68.4	$	74.9	$	73.7	$	96.6		$	313.6
Operating cash flow (a)		81.1		7.5		0.5		(6.3)		(1.2)		0.5		3.9		1.8		4.0		8.2			17.9
Segment earnings (loss)		67.2		4.0		(3.0)		(9.9)		(4.6)		(13.5)		1.4		(0.7)		1.5		5.8			8.0
New orders		513.0		101.6		79.0		76.2		79.8		336.6		77.6		75.5		79.4		88.0			320.5
Machinery technologies Europe
Sales		145.2		30.6		33.6		29.2		29.2		122.6		23.8		27.7		34.7		31.2			117.4
Operating cash flow (a)		7.1		1.4		1.1		(0.6)		(6.2)		(4.3)		(2.1)		(1.3)		(0.6)		(0.6)			(4.6)
Segment earnings (loss)		2.2		0.2		(0.1)		(1.7)		(7.5)		(9.1)		(3.0)		(2.1)		(1.5)		(1.5)			(8.1)
New orders		143.4		31.0		27.8		28.3		26.8		113.9		26.8		26.4		34.7		34.1			122.0
Mold technologies
Sales		190.3		45.6		44.0		47.8		47.2		184.6		45.9		44.8		41.1		42.9			174.7
Operating cash flow (a)		39.2		8.2		6.7		5.3		4.8		25.0		4.2		4.1		2.6		1.8			12.7
Segment earnings		27.2		5.1		3.4		1.9		1.7		12.1		2.5		2.3		0.4		0.1			5.3
New orders		190.5		45.7		44.2		46.9		47.5		184.3		45.7		44.3		41.7		42.6			174.3
Eliminations
Sales		(11.7)		(1.7)		(2.0)		(1.2)		(1.6)		(6.5)		(2.1)		(1.6)		(0.9)		(3.9)			(8.5)
New orders		(11.6)		(0.7)		(2.6)		(0.8)		(1.5)		(5.6)		(3.0)		(1.5)		(1.9)		(3.4)			(9.8)
Total plastics technologies
Sales		873.8		177.2		168.5		151.4		165.3		662.4		136.0		145.8		148.6		166.8			597.2
Operating cash flow (a)		127.4		17.1		8.3		(1.6)		(2.6)		21.2		6.0		4.6		6.0		9.4			26.0
Segment earnings (loss)		96.6		9.3		0.3		(9.7)		(10.4)		(10.5)		0.9		(0.5)		0.4		4.4			5.2
New orders		835.3		177.6		148.4		150.6		152.6		629.2		147.1		144.7		153.9		161.3			607.0
Industrial fluids
Sales		100.7		24.0		23.2		24.1		21.5		92.8		22.5		24.1		24.7		24.7			96.0
Operating cash flow (a)		21.5		5.2		3.9		6.0		5.5		20.6		4.2		3.6		3.8		4.3			15.9
Segment earnings		17.5		4.5		3.1		5.5		5.0		18.1		3.8		3.3		3.4		3.9			14.4
New orders		102.0		24.0		23.2		24.1		21.6		92.9		22.5		24.2		24.6		24.7			96.0
Total continuing operations
Sales		974.5		201.2		191.7		175.5		186.8		755.2		158.5		169.9		173.3		191.5			693.2
Operating cash flow (a)		126.0		17.1		8.6		(0.3)		(1.4)		24.0		5.6		3.4		5.3		9.2			23.5
Segment earnings (loss)		114.1		13.8		3.4		(4.2)		(5.4)		7.6		4.7		2.8		3.8		8.3			19.6
Restructuring costs (b)		(1.4)		—		—		(5.3)		(12.2)		(17.5)		(5.0)		(2.9)		(1.9)		(4.1)			(13.9)
Corporate expenses		(18.8)		(4.3)		(4.5)		(3.9)		(3.7)		(16.4)		(3.9)		(4.0)		(3.6)		(3.9)			(15.4)
Other unallocated expenses (c)		(4.8)		(1.1)		0.7		(1.1)		(0.8)		(2.3)		(0.8)		(1.0)		(1.0)		(0.8)			(3.6)
Operating earnings (loss)		89.1		8.4		(0.4)		(14.5)		(22.1)		(28.6)		(5.0)		(5.1)		(2.7)		(0.5)			(13.3)
Percent of sales		9.1%		4.2%		-0.2%		-8.3%		-11.8%		-3.8%		-3.2%		-3.0%		-1.6%		-0.3%			-1.9%
New orders		937.3		201.6		171.6		174.7		174.2		722.1		169.6		168.9		178.5		186.0			703.0
Ending backlog		100.0		99.7		78.5		79.4		61.2		61.2		74.0		75.7		80.5		76.4			76.4

(a)	Represents EBITDA (earnings before interest, income taxes, depreciation and amortization) before restructuring costs.
(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)	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.

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

EXECUTION COPY

        AMENDMENT NUMBER EIGHT, dated as of February 11, 2003 (this "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, Amendment No. 2 dated as of January 31, 2000, Amendment No. 3 dated as of July 13, 2000, Amendment No. 4 dated as of August 8, 2001, Amendment No. 5 dated as of September 30, 2001, Amendment No. 6 dated as of March 13, 2002, the letter agreement dated as of May 3, 2002, the two letter agreements dated as of June 17, 2002, Amendment No. 7 dated as of November 6, 2002 and the Waiver and Agreement dated as of December 30, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among MILACRON INC., a Delaware corporation (the "Borrower" and the "Company"), MILACRON KUNSTSTOFFMASCHINEN EUROPA GMBH, a German limited liability company ("MKE"), and MILACRON B.V., a Dutch corporation ("Milacron B.V." and, together with MKE, 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"), Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), a New York banking corporation ("DBTCA"), 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 (the "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 agree as follows:

SECTION ONE - AMENDMENTS.

        Subject to the prior satisfaction of the condition precedent set forth in Section Three hereof, the Credit Agreement is amended as hereinafter provided in this Section One, effective as of the Amendment No. 8 Effective Date (as defined below).

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

        Section 1.1 of the Credit Agreement is hereby amended by adding the following new definitions in appropriate alphabetical order:

        "'Amendment No. 8' shall mean Amendment Number Eight dated as of February 11, 2003 to this Agreement."

        "'Grinding Wheels Business' shall mean the business of the Company and its Subsidiaries referred to in the Company's financial statements as the 'Abrasives Business'."

        "'Round Tools Business' shall mean the business of the Company and its Subsidiaries referred to in the Company's financial statements as the 'Round tools Business'."

        Section 1.1 of the Credit Agreement is hereby further amended as follows:

        The definition of the term "Consolidated EBITDA" is hereby amended by deleting such definition in its entirety and inserting in lieu thereof the following:

        "'Consolidated EBITDA' shall mean, without duplication, for any period, the sum of the amounts for such period of (i) the Company's Consolidated Net Income, excluding therefrom the cumulative effect of any changes in accounting principles and any extraordinary or nonrecurring items of gain or loss for such period and any restructuring charges and related severance and other expenses incurred by the Company (v) for the fiscal quarter ending September 30, 2001 in an aggregate amount of up to $12.6 million, (w) for the fiscal quarter ending December 31, 2001 in an aggregate amount of up to $17.8 million, (x) for the fiscal quarter ending March 31, 2002 in an aggregate amount of up to $10.0 million, (y) for the fiscal year ending December 31, 2002 in an aggregate amount of up to $20.0 million (which $20.0 million shall include the amount referred to in clause (x) above) and (z) for the fiscal year ending December 31, 2003 in an aggregate amount of up to $13.0 million plus (ii) the aggregate amounts deducted in determining Consolidated Net Income for such period in respect of (a) the provision for taxes based on income of the Company and its Consolidated Subsidiaries, (b) Interest Expense and (c) depreciation, amortization and other similar noncash expenses of the Company and its Consolidated Subsidiaries, for such period, all as determined on a consolidated basis for the Company and its Consolidated Subsidiaries for such period in conformity with GAAP; provided, that, for any period, the portion of Consolidated EBITDA calculated as aforesaid that is, in the reasonable determination of the Company, attributable to the Grinding Wheels Business and the Round Tools Business shall, to the extent the Grinding Wheels Business and the Round Tools Business, respectively, are treated as discontinued operations for such period in the Company's financial statements for the fiscal year or fiscal quarter ended on the last day of such period that were delivered to the Lenders pursuant to Section 5.1(a) or (b), be excluded from

        Consolidated EBITDA for such period; provided, further, that, if one or both of the Grinding Wheels Business and the Round Tools Business (each, a "Discontinued Business") have not been disposed of on or before September 30, 2003, then the portion of Consolidated EBITDA for such period that is so attributable to each Discontinued Business that has not been disposed of on or before September 30, 2003 will not be excluded pursuant to the immediately preceding proviso for purposes of calculating Consolidated EBITDA for the portion of such period beginning after June 30, 2003."

        The definition of the term "Consolidated Net Worth" is hereby amended by deleting such definition in its entirety and inserting in lieu thereof the following:

        "'Consolidated Net Worth' shall mean, as at any date at which the amount thereof shall be determined, the sum for the Company and its Consolidated Subsidiaries (determined without duplication in accordance with GAAP) of the following: (i) the amount of capital stock and paid in capital (excluding the cost of treasury shares or other similar equity interests) plus (ii) the amount of surplus and retained earnings (or, in the case of surplus or retained earnings deficit, minus the amount of such deficit) plus (iii) any restructuring charges and related severance and other expenses incurred by the Company (v) for the fiscal quarter ending September 30, 2001 in an aggregate amount of up to $12.6 million, (w) for the fiscal quarter ending December 31, 2001 in an aggregate amount of up to $17.8 million, (x) for the fiscal quarter ending March 31, 2002 in an aggregate amount of up to $10.0 million, (y) for the fiscal year ending December 31, 2002 in an aggregate amount of up to $20.0 million (which $20.0 million shall include the amount referred to in clause (x) above) and (z) for the fiscal year ending December 31, 2003 in an aggregate amount of up to $13.0 million plus (iv) to the extent deducted in determining the amount under clause (i) or (ii) above, the cumulative effect of any changes in accounting principles."

        The definition of the term "Final Maturity Date" is hereby amended by replacing "December 31, 2004" with "March 15, 2004".

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

        The fourth sentence of Section 2.1(a) of the Credit Agreement is hereby amended by deleting clauses (v) and (vi) thereof in their entirety and inserting in lieu thereof the following:

        "(v) on the Amendment No. 8 Effective Date, if the Total Revolving Loan Commitment shall then exceed $85,000,000 (plus the aggregate increases in the Total Revolving Loan Commitment pursuant to Section 11.21), the Total Revolving Loan Commitment shall be permanently reduced to $85,000,000 (plus the aggregate increases in the Total Revolving Loan Commitment pursuant to Section 11.21), (vi) on June 30, 2003, if the Total Revolving Loan Commitment shall then exceed $75,000,000 (plus the aggregate increases in the Total Revolving Loan Commitment pursuant to Section 11.21), the Total Revolving Loan Commitment shall be permanently reduced to $75,000,000 (plus the aggregate increases in the Total Revolving Loan Commitment pursuant to Section 11.21), (vii) on September 30, 2003, if the Total Revolving Loan Commitment shall then exceed $65,000,000 (plus the aggregate increases in the Total Revolving Loan Commitment pursuant to Section 11.21), the Total R evolving Loan Commitment shall be permanently reduced to $65,000,000 (plus the aggregate increases in the Total Revolving Loan Commitment pursuant to Section 11.21) and (viii) on December 15, 2003, if the Total Revolving Loan Commitment shall then exceed $55,000,000 (plus the aggregate increases in the Total Revolving Loan Commitment pursuant to Section 11.21), the Total Revolving Loan Commitment shall be permanently reduced to $55,000,000 (plus the aggregate increases in the Total Revolving Loan Commitment pursuant to Section 11.21)".

        1.3. Amendments to Section 6 (Negative Covenants) of the Credit Agreement.

        Section 6.7 of the Credit Agreement is hereby amended by deleting the text of such Section in its entirety and inserting in lieu thereof the following:

        "The Company and its Subsidiaries shall not make or agree to make any (i) (a) amendment to or other change to its certificate of incorporation or by-laws or (b) amendment to, or waiver of any of its rights under, any of the Certain Existing Indebtedness or the Sale-leaseback Agreement, in each case, without obtaining the prior written consent of the Requisite Lenders (which consent shall not be unreasonably withheld) to such amendment or waiver or (ii) amendment to, or waiver of any of its rights under, the Receivables Purchase Agreement, without obtaining the prior written consent of the Requisite Lenders to such amendment or waiver if, in the case of this clause (ii), such amendment or other change would reasonably be expected to (x) have a material adverse effect on the Lenders or on the Company's ability to perform any of its obligations under any of the Loan Documents or (y) materially increase the existing, or add a material amount of new, financial or other material obligations of the Company. In addition to and without limitation of the foregoing, the Company and its Subsidiaries shall not make any prepayment, redemption, repurchase, exchange offer or other modification with respect to the Certain Existing Indebtedness, in each case, without obtaining the prior written consent of the Requisite Lenders (which consent shall not be unreasonably withheld) to such prepayment, redemption, repurchase, exchange offer or other modification."

        Section 6.13 of the Credit Agreement is hereby amended by deleting the final sentence thereof in its entirety and inserting in lieu thereof the following:

        "The Company shall not permit the aggregate amount of Capital Expenditures made by the Company and its Subsidiaries to exceed (a) $15.0 million in the fiscal year of the Company ending December 31, 2003 and (b) $5.0 million in the period from and after January 1, 2004 to and including the Final Maturity Date."

        Section 6.15 of the Credit Agreement is hereby amended by replacing the dollar amounts opposite the dates March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003, respectively, with the amounts "17.1 million", "$21.6 million", "$30.6 million" and "$40.0 million", respectively.

        1.4. Amendments to Section 8 (Representations, Warranties and Agreements) of the Credit Agreement.

        Section 8.2 of the Credit Agreement is hereby amended by replacing the date "December 27, 1997" with the date "December 31, 2002".

SECTION ONE - AGREEMENT AND WAIVER

        1.1. Agreement. Notwithstanding anything to the contrary in the Credit Agreement, the letter agreement dated as of May 3, 2002, the two letter agreements dated as of June 17, 2002, Amendment No. 7 or the Waiver and Agreement dated as of December 30, 2002, each of the parties hereto hereby agrees that the only scheduled reductions in the Total Revolving Loan Commitment that shall be required to be made shall be those required by the fourth sentence of Section 2.1(a) of the Credit Agreement as amended hereby. Each of the parties hereto further agrees that the third paragraph (such paragraph beginning with the words "[u]nless otherwise agreed to by the Requisite Lenders") of that certain letter agreement dated as of June 17, 2002 is hereby deleted in its entirety.

        1.2. Waiver. Notwithstanding anything to the contrary in the Credit Agreement, the letter agreement dated as of May 3, 2002, the two letter agreements dated as of June 17, 2002, Amendment No. 7 or the Waiver and Agreement dated as of December 30, 2002, the Company shall not be required to comply with Section 5.11 of the Credit Agreement with respect to the period from and after July 1, 2003 to and including December 31, 2003.

SECTION THREE - CONDITION PRECEDENT

        This Amendment shall become effective as of the date of the satisfaction in full of the condition precedent (the "Amendment No. 8 Effective Date") that the Receivables Facility (as defined below) shall have been amended to provide for a commitment termination date of not earlier than December 31, 2003 and such amendment shall otherwise be in form and substance reasonably satisfactory to the Agent. As used herein, the term "Receivables Facility" means the Third Amended and Restated Receivables Purchase Agreement dated as of November 15, 2001, among Milacron Commerical Corp., Market Street Funding Corporation, Milacron Inc., D-M-E Company, Uniloy Milacron Inc., Talbot Holdings, LLC, Milacron Marketing Company, and PNC Bank, National Association, as amended, together with related documentation and agreements.

SECTION FOUR - 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) Each of the Company, MKE and Milacron B.V. 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 and Milacron B.V. by a duly authorized officer or attorney-in-fact of the Company, MKE or Milacron B.V., as the case may be, and constitutes a legal, valid and binding obligation of the Company and each of MKE or Milacron B.V., 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;

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

        (e) On and as of the Amendment No. 8 Effective Date, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

SECTION FIVE - MISCELLANEOUS

        (a) The Company shall pay in cash within two Business Days after the Amendment No. 8 Effective Date to each Lender that executes and delivers a signature page to this Amendment not later than the close of business (New York City time) on the date hereof a fee in an aggregate amount equal to 1/8 of 1% of such Lender's Commitment (after giving effect to the Total Revolving Loan Commitment reduction on the Amendment No. 8 Effective Date). Without limiting or amending the provisions of Section 11.3 of the Credit Agreement, the Company shall pay not later than February 17, 2003 all fees and expenses of the Agent (including the reasonable fees of counsel to the Agent) in connection with this Amendment and related matters that have been invoiced through February 17, 2003.

        (b) Except as herein expressly amended, agreed or waived, 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.

        (c) All references to the Credit Agreement shall mean the Credit Agreement as amended as of the Amendment No. 8 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.

        (d) 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.

        (e) 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.

        (f) Except as set forth herein, 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. 8
		MILACRON INC.
		by	/s/Robert P. Lienesch
			Name: Robert P. Lienesch Title:  Vice President - Finance and            Chief Financial Officer
		Notice Address: Milacron Inc. 2090 Florence Avenue Cincinnati, OH 45206 Cincinnati, OH 45206 Atten: Robert P. Lienesch Telephone: (513) 487-5588 Fax: (513) 487-5586
		MILACRON KUNSTSTOFFMASCHINEN    EUROPA GMBH
		by	/s/Robert P. Lienesch
			Name: Robert P. Lienesch Title:  Vice President - Finance and            Chief Financial Officer
		Notice Address: Milacron Inc. 2090 Florence Avenue Cincinnati, OH 45206 Cincinnati, OH 45206 Atten: Robert P. Lienesch Telephone: (513) 487-5588 Fax: (513) 487-5586
		MILACRON B.V.
		by	/s/Robert P. Lienesch
			Name: Robert P. Lienesch Title:  Vice President - Finance and            Chief Financial Officer
		Notice Address: Milacron Inc. 2090 Florence Avenue Cincinnati, OH 45206 Cincinnati, OH 45206 Atten: Robert P. Lienesch Telephone: (513) 487-5588 Fax: (513) 487-5586
ABN AMRO BANK N.YV., as a Lender,		DEUTSCHE BANK TRUST COMPANY AMERICAS, as a lender and as the agent,
by	/s/Steven C. Wimpenny, David W. Stack	by	/s/Clark G. Peterson
	Name:Steven C. Wimpenny, David W. Stack Title: Group Senior Vice President, Vice President		Name:Clark G. Peterson Title: Vice President
PNC BANK, NATIONAL ASSOCIATION as Lender,		JP MORGAN CHASE BANK (formally known as the Chase Manhatten Bank), a lender,
by	/s/Bruce A. Kintner	by	/s/Sanjeev L. Khemlani
	Name:Bruce A. Kintner Title: Vice President		Name:Sanjeev L. Khemlani Title: Vice President
KEYBANK NATIONAL ASSOCIATION, as a Lender,		BANK ONE, INDIANA, N.A., as a lender,
by	/s/Marvin S. Kadish	by	/s/William V. Clifford
	Name:Marvin S. Kadish Title: Senior Vice President		Name:William V. Clifford Title: First Vice President
COMERICA BANK, as a lender,		FIFTH THIRD BANK, as a lender,
by	/s/Brian Oliver	by	/s/Megan S. Heisel
	Name:Brian Oliver Title: Account Officer		Name:Megan S. Heisel Title: Assistant Vice President
FIRSTAR BANK, National Association, as a lender,		SOF Investment, as a lender,
by	/s/Douglas S. Dunbar	by	/s/
	Name:Douglas S. Dunbar Title: Vice President		Name: Title:
D.E. SHAW LAMINAR PORTFOLIOS L.L.C., as a lender,		CREDIT SUISSE FIRST BOSTON, as a lender,
by	/s/	by	/s/Bill O'Daly, Cassandra Droogan
	Name: Title:		Name:Bill O'Daly, Cassandra Droogan Title: Director, Associate

EX-99

Exhibit 99.3

Outlook
"Three of the market sectors we serve are holding up well during this recession: automotive, packaging and medical," Brown said. "Although there are still no clear signs of recovery in the other sectors, Milacron remains committed to achieving further gains in operating results in 2003. We will do so by focusing on areas we can control, namely cost reductions, efficiency improvements and better working capital management, to compensate for factors beyond our control, such as the economy, increased insurance costs and a decline in pension income, to list a few. Given the seasonality of our business, we believe we are likely to record modest losses in the first half of the year to be offset by comparable or greater earnings in the second half of the year.

"Through it all we continue to strengthen our competitive position as a global leader in plastics technologies and industrial fluids. We are enhancing our ability to respond quickly and fully to the upturn whenever it comes, which will help us maximize shareholder value in the long run," he said.

Estimates and Projections for Financial Modeling				Updated: February 11, 2003
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
(In millions)		Mar. 31, 2003			Dec. 31, 2003
Projected profit & loss items
	Sales	$	180-190		$	720-750
	Total plastics technologies		155-165			620-640
	Industrial fluids		24-26			100-110
	Segment earnings
	Total plastics technologies		(2)-1			20-25
	Industrial fluids		3-4			14-16
	Corporate and unallocated expenses(1)		4-5			15-16
	Interest expense		5-6			21-23
	Restructuring charges		2-3			9-12
	Average diluted shares outstanding		33.6			33.8
Projected cash flow & balance sheet items
	Depreciation		5-6			23-26
	Working capital - increase (decrease)(2)		0-(5	)		(15)-(20	)
	Capital expenditures		2-3			12-15
	Cash restructuring		4-5			7-8
	Divestitures - (required)(3)		(24)-(26	)		(24)-(26	)
	Total debt - net of cash		220-230			190-200
	Debt-to-capital ratio		68-70	%		65-69	%
	Net Debt-to-capital ratio		62-64	%		58-62	%

Comments & explanations
Assumes current foreign exchange rates, a statutory tax rate, and no further acquisitions or divestitures. Excludes the effects of discontinued operations.
	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, Werkö and Valenite divestitures.

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.