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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 November 10, 2003: 34,819,999

PART I Financial Information

Item 1. 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," "Goodwill Impairment Charge," "Restructuring Costs" and "Income Taxes," 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 prior 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 or loss and earnings or 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 $5.61 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 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. In the second quarter of 2002, the company recorded an estimated loss on the anticipated sale of $15.3 million. Based on the actual sale proceeds and costs, the loss was adjusted to $14.9 million in the fourth quarter of the year. Approximately $7 million of the loss resulted from the recognition of the cumulative foreign currency translation 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 $29.4 million in the third quarter of 2002 which was adjusted to $31.3 million in the fourth quarter to reflect actual proceeds and expenses.

      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. The disposition of the round metalcutting tools business was completed in the third quarter of 2003 in two separate transactions that resulted in a combined after-tax loss of $4.7 million. In the fourth quarter of 2002, the company had recorded an estimated loss on the sale of this business of $4.7 million so there was no effect on earnings in the third quarter of 2003. The sale of the grinding wheels business is expected to be completed later in 2003 or early in 2004.

      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 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, interest on borrowings secured by assets of the businesses sold, 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 September 30, 2003 and December 31, 2002 are as follows:

Goodwill Impairment Charge
      In the third quarter of 2003, the company recorded a goodwill impairment charge of $52.3 million (with no tax benefit) to adjust the carrying value of the goodwill of two businesses included in the mold technologies segment. The charge resulted from a downward adjustment of the future cash flows expected to be generated by these businesses due to the delay in the general economic recovery both in North America and Europe. The largest decrease in cash flow expectations related to the company's European mold base and components business due to continued weakness in the markets it serves. The third quarter charge - which was calculated by discounting estimated future cash flows - is preliminary and may be adjusted in the fourth quarter based on revised estimates of the fair values of certain tangible and intangible assets. The amount of any future adjustments cannot be determined at this time.

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 $4.2 million was charged to expense in the first three quarters 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 which $10.7 million was spent in the first three quarters of 2002.

      During 2001, the company's management also approved a plan to integrate the operations of EOC and Reform, two businesses that were acquired earlier in that year, with the company's existing European mold base and components business. The total cost of the integration was $9.8 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 $4.3 million in the first three quarters of 2002 and $.6 million in the first three quarters 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 cost of the integration plan was $9.2 million, of which $7.4 million was spent in the first three quarters of 2002.

      In the third quarter of 2002, the company's management approved additional restructuring plans for the purpose of further reducing the company's cost structure in certain businesses and to reduce corporate costs as a result of the disposition of Widia, Werkö and Valenite. These actions resulted in third quarter, 2002 restructuring costs of $1.3 million.

      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 manufacture 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 approximately $9.0 million. Of the total cost of the actions, $4.3 million was charged to expense in the fourth quarter of 2002. An additional $4.4 million was expensed in the first three quarters of 2003. The net cash cost of these initiatives is currently expected to be approximately $4 million, substantially all of which will be spent in 2003, including $2.8 million in the first three quarters. Both amounts are net of $1.5 million of proceeds from the sale of the Monterey Park plant that was received in the second quarter of 2003. The pretax annualized cost savings are expected to exceed $4 million, a majority 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 $4.6 million, all of which was charged to expense in the first three quarters of the year. The restructuring involves the discontinuation of the manufacture of certain product lines at the plant in Magenta, Italy and the elimination of approximately 35 positions. The cash cost of the restructuring - all of which will be spent in 2003 - is expected to be approximately $1 million. Of this amount, $.6 million was spent in the first three quarters of the year. 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 is being outsourced. The closure is expected to result in restructuring costs of approximately $3.8 million and the elimination of approximately 65 positions. Of the total cost, $2.9 million was charged to expense in the second and third quarters of 2003. Cash costs are expected to be approximately $3 million and the annual cost savings are expected to be in excess of $3 million.

      Early in the third quarter of 2003, the company announced additional restructuring initiatives that focus on further overhead cost reductions in each of its plastics technologies segments and at the corporate office. These actions, which involve the relocation of production, closure of sales offices, voluntary early retirement programs and general overhead reductions, are expected to result in the elimination of approximately 300 positions worldwide at a cost of $11 to $12 million during the second half of 2003. A total of $6.0 million was charged to expense in the third quarter in connection with these initiatives. Cash costs related to these initiatives will be approximately $8 to $9 million, of which $1.7 million was spent in the third quarter of 2003. An additional $4 million is expected to be spent in the fourth quarter. The annual cost savings are expected to be approximately $19 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 $25 and $26 million. Cash costs for the year are expected to be approximately $14 million of which approximately $4 to $5 million remains to be spent in the fourth quarter.

      The following table presents the components of the restructuring costs that are included in the Consolidated Condensed Statements of Operations for the third quarters of 2003 and 2002 and the nine month periods ended September 30, 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 Klockner 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 reported amounts.

Income Taxes
      At December 31, 2002, the company had non-U.S. net operating loss carryforwards - principally in The Netherlands, Germany and Italy - totaling $152 million and related deferred tax assets of $52 million. Valuation allowances totaling $36 million had been provided with respect to these assets as of that date. Management believes that it is more likely than not that portions of the net operating loss carryforwards in these jurisdictions will be utilized. However, there is currently insufficient positive evidence in some non-U.S. jurisdictions - primarily Germany and Italy - to conclude that no valuation allowances are required.

      At December 31, 2002, the company had a U.S. federal net operating loss carryforward of $12 million which expires in 2022. Deferred tax assets related to this loss carryforward as well as to federal tax credit carryforwards and additional state and local loss carryforwards totaled $14 million. Additional deferred tax assets totaling approximately $127 million had also been provided for book deductions not currently deductible for tax purposes including the writedown of goodwill, postretirement health care benefit costs and accrued pension liabilities. The deductions for financial reporting purposes are expected to be deducted for income tax purposes in future periods at which time they will have the effect of decreasing taxable income or increasing the net operating loss carryforward. The latter will have the effect of extending the ultimate loss carryforward expiration beyond 2022.

      Accounting principles generally accepted in the U.S. require that valuation allowances be established when it is more likely than not that all or a portion of recorded deferred tax assets will not be realized in the foreseeable future. The company reviews the need for new valuation allowances and the carrying amounts of previously recorded valuation allowances quarterly based on the relative amount of positive and negative evidence available at the time. Factors considered in these evaluations include management's short-term and long-range operating plans, the current and future utilization of net operating loss carryforwards, the expected future reversal of recorded deferred tax liabilities and the availability of qualified tax planning strategies. Valuation allowances are then established or adjusted as appropriate. The resulting decreases or increases in valuation allowances serve to favorably or unfavorably affect the company's provision for incom e taxes and effective tax rate.

      At December 31, 2002 and March 31, 2003, management concluded that no valuation allowances were currently required with respect to the company's U.S. deferred tax assets. This conclusion was based on the availability of qualified tax planning strategies and the expectation that increased industrial production and capital spending in the U.S. plastics industry combined with the significant reductions in the company's cost structure that have been achieved in recent years would result in improved operating results in relation to the losses incurred in 2001 and 2002.

      At June 30, 2003, however, management concluded that a recovery in the plastics industry and the company's return to profitability in the U.S. would be delayed longer than originally expected. As a result of these delays and the incremental costs of the restructuring initiatives announced in the third quarter of 2003 (see Restructuring Costs), the company expects to incur a cumulative operating loss in the U.S. for the three year period ending December 31, 2003. In such situations, accounting principles generally accepted in the U.S. include a presumption that expectations of earnings in the future cannot be considered in assessing the need for valuation allowances. Accordingly, a tax provision of approximately $71 million was recorded in the second quarter of 2003 to establish valuation allowances against a portion of the U.S. deferred tax assets.

      During the third quarter of 2003, the company recorded additional U.S. deferred tax assets of approximately $14 million due to continued losses from operations and a goodwill impairment charge, the effects of which were partially offset by taxable income related to dividends from non-U.S. subsidiaries. Valuation allowances were also increased by $14 million. As of September 30, 2003, the company continues to rely on the availability of qualified tax planning strategies to conclude that valuation allowances are not required with respect to U.S. deferred tax assets totaling approximately $70 million.

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 September 30, 2003, the company could receive up to $42.5 million, of which $27.0 million was utilized, at a cost of funds linked to commercial paper rates. The amount available to the company was reduced by $2.5 million effective with the sale of the round metalcutting tools business in September, 2003 and will be further reduced by an additional $2.5 million with the expected sale of the company's grinding wheels business. Although the receivables purchase agreement does not expire until August, 2004, the related liquidity facility backed by the financial institution and three other commercial banks expires on December 31, 2003. The third party financial institution and the other participants in the liquidity facility have advised the company that they do not intend to extend the liquidity facility beyond December 31, 2003. Alternative lenders have expressed an interest in executing other forms of receivables financing arrangements under certain conditions. However, no commitments have been obtained and there is no assurance as to the amounts that would be available or whether the terms of such arrangements would be acceptable to the company.

      At September 30, 2003, June 30, 2003, December 31, 2002, September 30, 2002, June 30, 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 $24.6 million, $32.1 million, $34.6 million, $28.3 million, $28.0 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 Operations. Costs related to the sales in the first three quarters of 2003 and 2002 were $1.1 million and $.9 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 September 30, 2003 and December 31, 2002, the gross amounts of accounts receivable that had been sold under these arrangements totaled $4.7 million and $5.0 million, respectively. At September 30, 2003, certain of these amounts were partially collateralized with $4.0 million of cash deposits that are included in cash and cash equivalents in the Consolidated Condensed Balance Sheet.

      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 from its customers to third party lenders. At September 30, 2003 and December 31, 2002, the company's maximum exposure under these arrangements totaled $13.1 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 $95.1 million and $143.3 million at September 30, 2003 and December 31, 2002, respectively. The change during the period was due principally to the previously discussed goodwill impairment charge of $52.3 million, the effects of which were offset to some degree by foreign currency translation adjustments. The company's other intangible assets, which are included in other noncurrent assets in the Consolidated Condensed Balance Sheets, are not significant.

Other Assets
      The components of other current assets and other noncurrent assets are shown in the tables that follow.

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 September 30, 2003, the company had lines of credit with various U.S. and non-U.S. banks totaling approximately $101 million, including a $65 million committed revolving credit facility that expires on March 15, 2004. These credit facilities support the discounting of receivables, letters of credit, guarantees and leases in addition to providing borrowings under varying terms. At September 30, 2003, $54 million of the revolving credit facility was utilized including outstanding letters of credit of $12 million. Additional borrowings of revolving loans under the facility are prohibited unless all domestic cash is expected to be less than $5 million at the time of such borrowing and are subject to certain other conditions. The amount available to the company under the facility reduces to $55 million effective December 15, 2003.

      The company has pledged as collateral for borrowings under the revolving credit 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 facility limits the payment of cash dividends and the incurrence of new debt and imposes certain restrictions on share repurchases, capital expenditures and cash acquisitions.

      The revolving credit facility includes a number of financial and other covenants, the most significant of which requires the company to achieve specified minimum levels of four quarter trailing cumulative consolidated EBITDA (earnings before interest, taxes, depreciation and amortization). At September 30, 2003, Milacron was in compliance with all covenants.

      At September 30, 2003, the company had availability of approximately $21 million for use under certain circumstances under its existing lines of credit other than the revolving credit facility.

Shareholders' Equity
      In the first three quarters of 2003, a total of 208,345 treasury shares were reissued in connection with grants of restricted shares and contributions to employee benefit plans. This reduction in treasury shares was partially offset by the forfeiture of 87,943 restricted shares that were added to the treasury share balance in lieu of their cancellation.

      Subsequent to September 30, 2003, the Board of Directors, after consideration of advice of independent compensation consultants, approved an employee retention program that includes the reissuance of an additional 851,500 treasury shares in the form of restricted stock awards to certain key employees, including the chief executive officer and other corporate officers.

      In the first three quarters of 2002, a total of 357,086 treasury shares were reissued in connection with grants of restricted shares, stock option exercises, contributions to employee benefit plans and 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 81,448 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. In all cases, the option prices were in excess of the current market price of the company's common shares as of the date of the waivers. These waivers were made without any promise of future options being offered to these officers. The purpose of the waivers was to allow the company to make future grants to participants under the company's long-term incentive plans without increasing shareholder dilution.

      On May 23, 2003, the company's shareholders adopted an amendment to the company's certificate of incorporation to eliminate the right of holders of common shares to ten votes per share upon satisfaction of certain ownership tenure requirements. In the past, holders of common shares were entitled to cast ten votes for each share that had been beneficially owned for at least 36 consecutive calendar months. As a result of the change, each common share will now be entitled to one vote irrespective to the period of time it has been owned.

Comprehensive 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 income (loss) are as follows:

      The components of accumulated other comprehensive loss are shown in the following table.

Contingencies
      The company is involved in remedial investigations and actions at various locations, including former plant facilities, and EPA Superfund sites where the company and other companies have been designated as potentially responsible parties. The company accrues remediation costs, on an undiscounted basis, when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Accruals for estimated losses from environmental remediation obligations are generally recognized no later than the completion of a remediation feasibility study. The accruals are adjusted as further information becomes available or circumstances change. Environmental costs have not been material in the past.

      Various lawsuits arising during the normal course of business are pending against the company and its consolidated subsidiaries. In several such lawsuits, some of which seek substantial dollar amounts, multiple plaintiffs allege personal injury involving metalworking fluids supplied and/or managed by the company. The company is vigorously defending these claims and believes it has reserves and insurance coverage sufficient to cover potential exposures.

      While, in the opinion of management, the liability resulting from these matters will not have a significant effect on the company's consolidated financial position or results of operations, the outcome of individual matters cannot be predicted with reasonable certainty at this time.

Organization
      The company has four business segments: machinery technologies - North America, machinery technologies - Europe, mold technologies and industrial fluids. Descriptions of the products and services of these business segments are included in the "Organization" note to the Consolidated Financial Statements included in the company's Annual Report on Form 10-K for the year ended December 31, 2002. Operating results for the third quarters of 2003 and 2002 and for the nine month periods ended September 30, 2003 and 2002 are presented in the following tables.

(a)   Represents the elimination of sales between plastics technologies segments.