##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    April 30, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 0-12448
      FLOW INTERNATIONAL
    CORPORATION
      Washington

91-1104842(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   23500 - 64th Avenue South
 Kent, Washington 98032
 (253) 850-3500
      Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
 Common Stock $.01 Par Value
 Preferred Stock Purchase Rights
      o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
          DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K. Form 10-K Form 10-K.




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##### 





Table of
    Contents:
   
 PagePART I:Item 1


Business


4Item 1A


Risk Factors


8Item 1B


Unresolved Staff Comments


13Item 2


Properties


14Item 3


Legal Proceedings


14Item 4


Submission of Matters to a Vote of Security
    Holders


14PART II:Item 5


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


14Item 6


Selected Financial Data


17Item 7


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


17Item 7A


Quantitative and Qualitative Disclosures About
    Market Risk


36Item 8


Financial Statements and Supplementary Data


37Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


79Item 9A


Controls and Procedures


79Item 9B


Other Information


80PART III:Item 10


Directors, Executive Officers and Corporate
    Governance


80Item 11


Executive Compensation


81Item 12


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


81Item 13


Certain Relationships and Related Transactions,
    and Director Independence


81Item 14


Principal Accountant Fees and Services


81PART IV:Item 15


Exhibits and Financial Statement Schedules


81EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-99.1   2




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##### Table of Contents



Forward-Looking
    Statements
  Forward-looking statements in this report, including without
    limitation, statements relating to the Companys plans,
    strategies, objectives, expectations, intentions, and adequacy
    of resources, are made pursuant to the safe harbor provisions of
    the Private Securities Litigation Reform Act of 1995. The words
    may, expect, believe,
    anticipate, estimate, plan
    and similar expressions are intended to identify forward-looking
    statements. These statements are no guarantee of future
    performance and involve certain risks, assumptions, and
    uncertainties that are difficult to predict. Therefore, actual
    outcome and results may differ materially from what is expressed
    or forecasted in such forward-looking statements.
  We make forward-looking statements of our expectations which
    include but are not limited to:
  
    statements regarding the successful execution of our
    strategic initiatives;
    statements regarding our future business plans and growth
    strategy;
    statements regarding our ability to respond to a decline in
    the near-term demand for our products by cutting costs;
    statements regarding our belief that the diversity of our
    markets, along with the relatively early adoption phase of our
    technology, and the displacement of more traditional methods for
    machining and fabricating, will enable us to absorb the economic
    downturn with less impact than conventional machine tool
    manufacturers;
    statements regarding the realization of backlog in the
    Advanced segment;
    statements regarding the use of cash, cash needs and ability
    to raise capital
    and/or use
    our credit facility;
    statements regarding our belief that our existing cash and
    cash equivalents, along with the expected proceeds from our
    operations will provide adequate liquidity to fund our
    operations through at least the next twelve months;
    statements regarding our ability to meet our debt covenants
    in future periods;
    statements regarding our technological leadership
    position;
    statements regarding anticipated results of potential or
    actual litigation;
    statements regarding our expectation that our unrecognized
    tax benefits will not change significantly within the next
    twelve months.  There may be other factors not mentioned above or included in
    our SEC filings that may cause our actual results to differ
    materially from those in any forward-looking statement. You
    should not place undue reliance on these forward-looking
    statements. We assume no obligation to update any
    forward-looking statements as a result of new information,
    future events or developments, except as required by federal
    securities laws.
 3




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##### Table of Contents



PART I  Item 1.
    Description
    of the Business  Business
    Overview
    Form 10-K Form 10-K
  Our
    History
    
    Invented abrasive waterjet system in 1979
    First to introduce ultrahigh-pressure direct drive pumps up to
    55,000 psi in 2000
    First to introduce
    WindowsR-based

    intelligent waterjet control software 
    FlowMastertm 

    to the industry
    First to introduce a 60,000 psi intensifier pump in 1998
    First to develop advanced motion control waterjet 
    Dynamic
    WaterjetR 

    to increase cut accuracy and speed
    3-Dimensional
    5-Axis
    Waterjet machining capability
    First to introduce 87,000 psi Intensifier Pump in 2006  Our
    Business Strategy
    
    expand market share in our current markets;
    continue to identify and penetrate new markets;
    capitalize on the our customer relationships and business
    competencies;
    develop and market innovative products and applications to meet
    the full continuum of user needs;
    continue to improve operating margins by focusing on operational
    improvements; and
    pursue additional channels and partners for distribution   4




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##### Table of Contents



Risk Factors
  Products
    and Services
      Waterjet Cutting.
    Industrial Cleaning Products.
  Parts and Services.
  Marketing
    and Customers
   5




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Competition
    in Our Markets
  tm
        Business
    Segments
   6




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Business Segments Financial Statements and Supplementary Data
  Sales
    Outside the United States
    
    $24.0 million of exports from the United States;
    $48.5 million of sales from Europe; and
    $49.1 million of sales from our other foreign locations  Raw
    Materials
      Intellectual
    Property
    Product
    Development
   7




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Backlog
    and/or
  Working
    Capital Practices
    Employees
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, www.flowcorp.com
  1-800-SEC-0330. Form 10-K.
  Item 1A.
    Risk
    Factors     8




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Risks
    Related to our Business
  The
    recent deterioration in economic conditions and the credit
    markets could adversely affect our access to capital and
    adversely impact our results of operation.
      
    adversely affect our ability to access credit markets or raise
    capital on terms acceptable to us;
    limit our capital expenditures for repair or replacement of
    existing facilities or equipment;
    adversely affect our ability to be in compliance with covenants
    under existing credit agreements;
    have an adverse effect on our customers and suppliers and their
    ability to purchase our products; and
    reduce our ability to take advantage of growth and expansion
    opportunities.  We may
    not be able to comply with the financial tests or ratios
    required to comply with our covenant requirements under our Line
    of Credit which may impact our ability to draw funds and may
    result in the acceleration of the maturity of, and/or the
    termination of the Line of Credit.
    
    draw down on our existing line of credit or incur more debt;
    make certain investments and payments;
    fund additional letters of credit;
    pay cash dividends; and
    transfer or sell assets.  and/or
  We may
    need to raise additional funds to finance our future capital
    and/or operating needs.
   9




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##### Table of Contents



and/or
  Our
    results of operations and financial condition could be
    materially affected by changes in product mix or
    pricing.
    If we
    fail to obtain sufficient quantities of materials, components
    and equipment required for our manufacturing activities at
    competitive prices and quality and on a timely basis or fail to
    effectively adapt out cost structure to changing market
    conditions our business and financial results will
    suffer.
    If we
    fail to technologically advance our products through continued
    research and development, our financial results may be adversely
    affected.
  and/or and/or
  We
    might fail to adequately protect our intellectual property
    rights or third parties might assert that our technologies
    infringe on their intellectual property.
  and/or
  Foreign
    currency exchange rates and commodity prices may adversely
    affect our results of operations and financial
    condition.
   10




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Changes
    in our income tax rates or exposure to additional income tax
    liabilities could affect our profitability. In addition, audits
    by tax authorities could result in additional tax payments for
    prior periods.
  non-U.S. tax
  Unexpected
    losses in future reporting periods may require the Company to
    adjust the valuation allowance against its deferred tax
    assets.
    We
    have unresolved claims with the Purchaser of
    Avure.
    International
    economic, political, legal and business factors could negatively
    affect our results of operations, cash flows and financial
    condition.
  non-U.S. operations,
  
    interruption in the transportation of materials to us and
    finished goods to our customers;
    changes in a specific countrys or regions political
    or economic conditions; 11




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##### Table of Contents




    trade protection measures;
    import or export licensing requirements;
    unexpected changes in laws or licensing and regulatory
    requirements, including negative consequences from changes in
    tax laws;
    limitations on ownership and on repatriation of earnings;
    difficulty in staffing and managing widespread operations;
    differing labor regulations;
    differing protection of intellectual property; and
    terrorist activities and the U.S. and international
    response thereto.    If we
    are unable to complete the upgrades to our information
    technology systems that are currently in process, or our
    upgrades are unsuccessfully implemented, our future success may
    be negatively impacted.
    We may
    incur net losses in the future, and we may not be able to regain
    or sustain profitability on a quarterly or annual
    basis.
    Our
    stock price has been and is likely to continue to be highly
    volatile.
    
    actual or anticipated fluctuations in our operating results
    or our competitors operating results;
    announcements by us or our competitors of new products,
    capacity changes, significant contracts, acquisitions or
    strategic investments;
    our growth rate and our competitors growth rates;
    changes in stock market analyst recommendations regarding us,
    our competitors or our industry generally ,or lack of analyst
    coverage of our common stock;
    sales of our common stock by our executive officers,
    directors and significant stockholders or sales of substantial
    amounts of common stock; and
    changes in accounting principles.   12




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If we
    are unable to hire, retain and motivate highly qualified
    employees, including our key employees, we may not be able to
    successfully manage our business.
  and/or
    Risks
    Related to the Industries in Which We Operate
  Intense
    competition in our markets could prevent us from increasing
    distribution of our products in those markets or cause us to
    lose market share.
    Cyclical
    economic conditions may adversely affect our financial condition
    and results of operations or our growth rate could decline if
    the markets into which we sell our products decline or do not
    grow as anticipated.
    Item 1B.
    Unresolved
    Staff Comments   13




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Item 2.
    Properties      Owned


Leased(In square feet)Standard


88,300



240,500Advanced


40,200



18,700Total


128,500



259,200     
    Standard Kent, Washington, which is our
    headquarters and the primary ultrahigh-pressure pump
    manufacturing facility; Yokohama and Nagoya, Japan; Shanghai,
    QuangChou and Beijing, China; Hsinchu, Taiwan; Bretten, Germany;
    Birmingham, England; Milan, Italy; Madrid, Spain; Lyon, France;
    Brno, Czech Republic; Sao Paulo, Brazil; and Buenos Aires;
    Argentina;
    Advanced Jeffersonville, Indiana, a
    manufacturing facility.    Item 3.
    Legal
    Proceedings  Commitments and
    Contingencies
  Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    Fiscal Year 2009


Fiscal Year 2008Low


High


Low


HighFirst Quarter

$
5.05


$
11.40


$
9.23


$
13.34Second Quarter


2.86



10.19



7.65



9.76Third Quarter


1.21



4.10



7.22



10.05Fourth Quarter


1.05



1.98



7.34



10.45   Holders
    of the Companys Common Stock
   14




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##### Table of Contents



Dividends
  Long-Term Obligations and Notes
    Payable Financial Statements and Supplementary Data,
  Issuer
    Purchases of Equity Securities
    Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Number of Securities


Weighted Averageto be Issued Upon


Exercise Price of


Number of SecuritiesExercise of


Outstanding


Remaining AvailableOutstanding Options


Options


for Future IssuanceEquity Compensation Plans approved by security holders


798,810


$
10.49



1,006,589   Stock-based Compensation Financial Statements and
    Supplementary Data
 15




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Comparison
    of Five-Year Cumulative Total Shareholder Return*
  5-year
  
  4/04



4/05



4/06



4/07



4/08



4/09Flow International Corporation



100.00




232.16




530.20




456.47




393.33




71.37S&P Smallcap 600



100.00




110.43




145.10




156.19




142.07




99.37NASDAQ Composite



100.00




100.90




124.20




136.38




130.63




91.41Dow Jones US Industrial Machinery



100.00




106.39




90.30




94.11




106.53




63.43   *
    
    The stock price performance included in this graph is not
    necessarily indicative of future stock price performance.  Performance
    Graph Assumptions
  
    Assumes a $100.00 investment in our common stock and in each
    index in April 30, 2004 and tracks it through to
    April 30, 2009.
    Total return assumes all dividends are reinvested.
    Measurement dates are the last trading day of the fiscal year
    shown.  Recent
    Sales of Unregistered Securities
   16




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Item 6.
    Selected
    Financial Data  Form 10-K.
  Year Ended April 30,2009


2008


2007(1)


2006(1)


2005(1)(2)(In thousands, except per share amounts)Statement of Operations Data:Sales

$
210,103


$
244,259


$
213,435


$
202,658


$
169,289Income (Loss) From Continuing Operations


(23,086
)


21,911



4,022



7,047



(12,772
)Net Income (Loss)


(23,819
)


22,354



3,755



6,677



(21,197
)Basic Income (Loss) Per Share From Continuing Operations


(0.61
)


0.59



0.11



0.20



(0.72
)Basic Net Income (Loss) Per Share


(0.63
)


0.60



0.10



0.19



(1.19
)Diluted Income (Loss) Per Share From Continuing Operations


(0.61
)


0.58



0.11



0.19



(0.72
)Diluted Net Income (Loss) Per Share


(0.63
)


0.59



0.10



0.18



(1.19
)   April 30,2009


2008


2007


2006


2005(In thousands)Balance Sheet Data:Working Capital

$
27,923


$
56,126


$
43,108


$
41,857


$
6,154Total Assets


144,960



151,155



123,172



119,301



118,467Short-Term Obligations


16,593



2,095



7,188



3,247



13,443Long-Term Obligations, net


1,937



2,333



2,779



3,774



5,704Shareholders Equity


62,711



86,064



61,224



56,557



29,464     (1)
    
    Our consolidated statements of operations for fiscal years 2007
    through 2005 have been recast to reflect the results of
    operations of our CIS Technical Solutions division as
    discontinued operations.(2)
    
    Our consolidated statement of operations for fiscal year 2005
    has been recast to give effect to the sale of the Avure Business
    and present the results for the Avure Business as discontinued
    operations.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K.
    
    Executive Summary
    Results of Operations
    Liquidity and Capital Resources
    Contractual Obligations
    Off Balance Sheet Arrangements
    Critical Accounting Policies and Estimates
    Recently Issued Accounting Pronouncements 17




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##### Table of Contents



Executive
    Summary
    
    expand market share in our current markets;
    continue to identify and penetrate new markets;
    capitalize on our customer relationships and business
    competencies;
    develop and market innovative products and applications;
    continue to improve operating margins by focusing on operational
    improvements; and
    pursue additional channels and partners for distribution.            Note 11- Accrued Liabilities Financial
    Statements and Supplementary Data
 18




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##### Table of Contents



Discontinued Operations, Mergers and
    Investments Financial Statements and
    Supplementary Data
      Risk Factors
  Results
    of Operations
  Summary
    Consolidated Results for Fiscal Years 2009, 2008, and
    2007
  Year Ended April 30,


% Change 2009


% Change 20082009


2008


2007


Versus 2008


Versus 2007(In thousands)Sales

$
210,103


$
244,259


$
213,435



(14
)%


14
%Operating Income (Loss)


(29,634
)


16,779



4,657



NM



NM   Year Ended April 30,


% Change 2009


% Change 20082009


2008


2007


Versus 2008


Versus 2007(In thousands)SalesSystems

$
145,944


$
176,755


$
155,463



(17
)%


14
%Consumable parts


64,159



67,504



57,972



(5
)%


16
%Total Sales

$
210,103


$
244,259


$
213,435



(14
)%


14
%       Fiscal
    year 2009 compared to fiscal year 2008
   19




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##### Table of Contents




    a charge of $29 million to record the settlement of a
    patent litigation with OMAX, which is discussed in
    Note 15  Commitments and Contingenciesof
    the Notes to the Condensed Consolidated Financial Statements;
    a goodwill impairment charge of $2.8 million, which is
    discussed in Note 10  Goodwillof the
    Notes to the Condensed Consolidated Financial
    Statements; and
    Restructuring and Other expenses of $6.9 million for
    restructuring charges recorded to reduce global staffing levels
    and to shut down our Burlington, Korea, and Taiwan manufacturing
    operations. Included in Other was $3.8 million
    of direct transaction costs that had been capitalized as part of
    the cost of the contemplated merger with OMAX under Statement of
    Financial Accounting Standards No. 141, Business
    Combinations (SFAS 141). Under Statement of
    Financial Accounting Standards No. 141 (Revised 2007),
    Business Combinations (SFAS 141R),
    we had the option to expense these costs in the fourth quarter
    of its fiscal year 2009 if it was deemed probable that the
    transaction would not close prior to the adoption of this
    standard on May 1, 2009.    Fiscal
    year 2008 compared to fiscal year 2007
      tm
  Segment
    Results of Operations
   20




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##### Table of Contents



Segments Financial Statements and Supplementary Data
  Standard
    Segment
  Year Ended April 30,


% Change 2009


% Change 20082009


2008


2007


Versus 2008


Versus 2007(In thousands)Sales

$
181,132


$
216,063


$
179,339



(16
)%


20
%% of total company sales


86
%


88
%


84
%


NM



NMGross Margin


79,743



97,868



81,940



(19
)%


19
%Gross Margin as % of sales


44
%


45
%


46
%


NM



NMOperating ExpensesSales and Marketing


38,656



38,833



35,229



(1
)%


10
%Research and Engineering


7,529



6,615



7,017



14
%


(6
)%General and Administrative


11,446



11,453



12,388



0
%


(8
)%Restructuring Charges and Other


1,044



0



0



NM



NMTotal Operating Expenses


58,675



56,901



54,634



3
%


4
%Operating Income


21,068



40,967



27,306



(49
)%


50
%       Fiscal
    year 2009 compared to fiscal year 2008
    
    Significant standard system sales volume declines in North
    America and Europe which are the markets affected the most by
    the current recession. These two regions had a combined decline
    in system sales of $35.5 million or 28% for year ended
    April 30, 2009, respectively, over the prior year. This
    decline was offset by a $4.1 or 19.3% increase in combined sales
    in South America and Asia Pacific regions in fiscal year 2009,
    due to continued strong demand for our standard shapecutting
    systems in those markets. Consumable parts revenue for this
    segment also declined by $2.0 million in fiscal
    2009; and
    Excluding the impact of foreign currency changes, sales in the
    Standard segment declined $32.8 million or 15.2% in fiscal
    year 2009 compared to the prior year comparative period.      
    A decrease in sales and marketing expenses of $177,000 or 1% was
    a result of lower commission expense based on lower sales volume
    offset by $0.8 million of expenses associated with our
    attendance at the bi-annual International Manufacturing
    Technology Show (IMTS) in fiscal year 2009; 21




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##### Table of Contents




    An increase in research and engineering expenses of $914,000 or
    14% which was mainly attributable to increased investment in
    research and development activity for new product development as
    well as lower reimbursements for product development costs in
    the current period; and
    General and administrative expenses were consistent with the
    prior year;
    Restructuring and Other Charges of $1.0 million in the
    Standard segment is related to charges recorded to reduce global
    staffing levels and to shut down our Korea, and Taiwan
    manufacturing operations.  Fiscal
    year 2008 compared to fiscal year 2007
      
    Increased market awareness and adoption of waterjet technology
    and the positive market reception to our 87k high pressure pump;
    Strong demand for our spare parts due to increased number of
    systems in service; and
    The benefit of a favorable currency impact mainly attributable
    to a stronger Euro and Brazilian Real versus the
    U.S. dollar. Excluding the impact of foreign currency
    changes, sales increased $28.3 million or 16% compared to
    fiscal year 2007.      
    An increase in sales and marketing expenses of $3.6 million
    10% as a result of increased investment in sales staff globally
    as well as an increase in commission expense driven by higher
    sales;
    A reduction in research and engineering costs of $402,000 or 6%
    related to the timing of new product launches. The prior year
    comparative period included engineering expenses to support new
    core product development such as
    Stonecraftertm,

    the 87,000 psi pump, and the 55,000 psi pump; and
    A reduction in general and administrative expenses of $935,000
    or 8% primarily attributable to lower legal and consulting
    expenses including a $475,000 benefit from an insurance recovery
    related to the theft in our Korean operation. Prior year general
    and administrative expenses included Asia investigation expenses.
    Excluding the impact of foreign currency changes, operating
    expenses decreased $13 million or 16% over the prior year.  Advanced
    Segment
    22




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##### Table of Contents



Year Ended April 30,


% Change 2009


% Change 20082009


2008


2007


Versus 2008


Versus 2007(In thousands)Sales

$
28,971


$
28,196


$
34,096



3
%


(17
)%% of total company sales


14
%


12
%


16
%


NM



NMGross Margin


8,459



4,944



8,969



71
%


(45
)%Gross Margin as % of sales


29
%


18
%


26
%


NM



NMOperating ExpensesSales and Marketing


2,514



3,439



4,249



(27
)%


(19
)%Research and Engineering


1,115



2,156



2,366



(48
)%


(9
)%General and Administrative


3,133



4,439



3,839



(29
)%


16
%Restructuring Charges and Other


1,969



0



0



NM



NMTotal Operating Expenses


8,731



10,034



10,454



(13
)%


(4
)%Operating Loss


(272
)


(5,090
)


(1,485
)


NM



NMResults of Discontinued Operations, net of Tax of $0, $230, and
    $236


(733
)


443



418



NM



6
%       Fiscal
    year 2009 compared to fiscal year 2008
          Fiscal
    year 2008 compared to fiscal year 2007
       23




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##### Table of Contents




    A decrease in sales and marketing expenses of $810,000 or 19%
    primarily due to lower customer support costs driven by lower
    aerospace sales when compared to the prior year offset by bad
    debt expenses of $413,000 during the current year related to
    non-waterjet automation customers;
    A reduction in research and engineering expenses of $210,000 or
    9% as a result of a reduction in staff during the year; and
    An increase in general and administrative expenses of $600,000
    or 16% attributable to higher management fee allocation in the
    current year when compared to the prior year as well as
    severance costs taken during the year.
    Excluding the impact of foreign currency changes, operating
    expenses decreased $2.3 million over the prior year.  All
    Other
    Year Ended April 30,


% Change 2009


% Change 20082009


2008


2007


Versus 2008


Versus 2007(In thousands)General and Administrative

$
14,927


$
17,996


$
21,028



(17
)%


(14
)%Provision for Litigation


29,000











NM



NMRestructuring Charges and Other


3,865











NM



NMGoodwill Impairment


2,764











NM



NM       Fiscal
    year 2009 compared to fiscal year 2008
      Discontinued Operations, Mergers and
    Investments Commitments and
    Contingencies Financial
    Statements and Supplementary Data
   24




---



##### Table of Contents



Discontinued
    Operations, Mergers and Investments Financial Statements and Supplementary Data
  Goodwill Financial Statements and Supplementary Data.
  Fiscal
    year 2008 compared to fiscal year 2007
      Other
    (Income) Expense
  Interest
    Income and Interest Expense
  Year Ended April 30,


% Change 2009


% Change 20082009


2008


2007


Versus 2008


Versus 2007(In thousands)Interest Income

$
494


$
780


$
838



(37
)%


(7
)%Interest Expense


(1,562
)


(419
)


(409
)


273
%


2
%       
    write-off of $654,000 of deferred financing fees upon the
    execution of an amendment to our Line of Credit Agreement in
    March 2009 which reduced our available borrowing capacity from
    $100 million to $40 million;
    amortization of deferred financing fees over the life of the
    Line of Credit availability which amortization began in June
    2008 upon the execution of the original Line of Credit Agreement
    with our Senior Lenders; and
    an increase in interest charged on outstanding standby letters
    of credit which increased from $2.2 million at the end of
    fiscal year 2008 to $7.1 million by the end of fiscal year
    2009. This increase was as a result of the timing of milestone
    payments from customers in our Advanced segment.   25




---



##### Table of Contents



Other
    Income (Expense), Net
    Year Ended April 30,2009


2008


2007(In thousands)Realized Foreign Exchange Gains (Losses), net

$
74


$
1,759


$
213Unrealized Foreign Exchange Gains (Losses), net


(1,571
)


(2,904
)


1,827Miscellaneous Income (Expense)


883



(72
)


88Premium on Repurchase of Warrants






(629
)


Hedging Costs










(206
)Total

$
(614
)

$
(1,846
)

$
1,922           Income
    Taxes
    Year Ended April 30,


% Change 2009


% Change 20082009


2008


2007


Versus 2008


Versus 2007(In thousands)Current Tax Expense

$
1,470


$
4,475


$
2,792



(67
)%


60
%Deferred Tax (Benefit) Expense


(9,700
)


(11,092
)


194



(13
)%


NM       Accounting for Income Taxes
 26




---



##### Table of Contents



Liquidity
    and Capital Resources
  Sources
    of Cash
    Cash
    Generated by Operating Activities
    Available
    Cash and Cash Equivalents
  non-U.S. subsidiaries. Form S-3
  Risk Factors
 27




---



##### Table of Contents



Credit
    Facilities and Debt
  Commitments and Contingencies Discontinued Operations, Mergers
    and Investments
    Form 10-K.
           28




---



##### Table of Contents



Other
    Sources of Cash
    Uses
    of Cash
  Capital
    Expenditures
    Other
    Strategic Investments
  Discontinued
    Operations, Mergers and Investments Financial Statements and Supplementary Data
  Discontinued Operations, Mergers
    and Investments Financial
    Statements and Supplementary Data
  Repayment
    of Debt and Notes Payable
    Repurchase
    of Warrants
   29




---



##### Table of Contents



Disclosures
    about Contractual Obligations and Commercial
    Commitments
   Long-term Obligations and Notes
    Payable Commitments and
    Contingencies Financial Statements and
    Supplementary Data
  Maturity by Fiscal Year2010


2011


2012


2013


2014


Thereafter


Total(In thousands)Operating Leases

$
3,284


$
2,264


$
1,534


$
834


$
69


$
383


$
8,368Long-term Debt, Notes Payable & Capital Leases


3,651



1,395



554















5,600Interest on Long-term Debt and Notes Payable(1)


775



718



707



59











2,259Purchase Commitments(2)


23,299



60



















23,359Notes issuable to OMAX Corporation(3)


















10,824







10,824License Agreements


341























341Consulting Agreements


2,250























2,250Liabilities related to Unrecognized Tax benefits, including
    Interest and Penalties(4)






















8,679



8,679Total

$
33,600


$
4,437


$
2,795


$
893


$
10,893


$
9,062


$
61,680     (1)
    
    Amounts presented for interest payments assume that all
    long-term debt obligations outstanding as of April 30, 2009
    will remain outstanding until maturity, and interest on
    variable-rate debt in effect as of April 30, 2009 will
    remain in effect until maturity.(2)
    
    Purchase obligations include agreements to purchase goods or
    services that are enforceable, are legally binding and specify
    all significant terms, including fixed or minimum quantities to
    be purchased; fixed, minimum or variable price provisions; and
    the approximate timing of the transaction. Purchase obligations
    do not include agreements that are cancelable without penalty.
    Additionally, although they are not legally binding agreements,
    open purchase orders for inventory purchases are included in the
    table above. Substantially all open purchase orders are
    fulfilled within 30 days. We expect to fund these
    commitments with existing cash and our cash flows from
    operations in future periods.(3)
    
    Portion of amount payable to OMAX upon the execution of a
    Settlement and Cross Licensing Agreement in March 2009 and
    payable to OMAX in connection with the termination of the Merger
    Agreement, which will be funded through the issuance of two
    subordinated promissory notes with face values of
    $6 million and $4 million in the first quarter of
    fiscal year 2010. Pursuant to the Settlement and Cross Licensing
    Agreement and the separate Merger Agreement, these promissory
    notes will bear interest at a compounded annual rate of 2% with
    accumulated interest and principal payable in August 2013. As
    the stated interest rate on the two notes of 2% is below our
    incremental borrowing rate, we will discount these notes upon
    issuance and record the subsequent amortization of the discount
    on the notes to interest expense.(4)
    
    We have unrecognized tax benefits of $8.7 million
    associated with uncertain tax positions as of April 30,
    2009. This potential liability may result in cash payments to
    tax authorities. The timing of payments related to these
    obligations is uncertain; however, none of this amount is
    expected to be paid within the next twelve months.  Off-Balance
    Sheet Arrangements
   30




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##### Table of Contents



Critical
    Accounting Estimates
    The Company and Summary
    of Significant Accounting Policies, and/or
  Accounting Policy



Judgments/Uncertainties Affecting ApplicationGoodwill and Other Intangible Assets



Estimated useful lives for finite-lived intangible assets

Judgment about impairment triggering events

Estimates of a reporting units fair valueImpairment of Long Lived Assets



Judgment about triggering events

Recoverability of investments through future operations

Estimated useful lives of assets

Estimates of future cash flowsValuation of Deferred Tax Assets and Uncertain Tax Positions



Ability of tax authority decisions to withstand legal challenges
    and appeals

Anticipated future decisions of tax authorities

Application of tax statutes and regulations to transactions

Ability to utilize tax benefits through carrybacks to prior
    periods and carryforwards to future periodsContingencies



Judgment about likelihood of event(s) occurring

Estimated financial impact of event(s)

Regulatory and political environments and requirementsRevenue Recognition



Judgment regarding fair value in multiple element arrangements

Estimates about anticipated contract costs and progress made
    towards the completion of projectsInventory Reserves



Judgment regarding inventory aging, forecasted consumer demand,
    the promotional environment and technological obsolescence

Application of judgment regarding historical results and current
    inventory loss trendsCost Method Investments



Judgment about fair value

Recoverability of investments  31




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##### Table of Contents



Goodwill
    and Other Intangible Assets
          Impairment
    of Long Lived Assets
   32




---



##### Table of Contents



Goodwill and Other
    Intangible Assets
      Valuation
    of Deferred Tax Assets and Uncertain Tax Positions
     33




---



##### Table of Contents



Legal
    Contingencies
  Commitments and Contingencies Financial Statements and Supplementary Data
    Revenue
    Recognition
     34




---



##### Table of Contents



No. 00-21 (EITF 00-21), tm 97-2 (SOP 97-2),
        81-1 (SOP 81-1), cost-to-cost
    Valuation
    of Obsolete/Excess Inventory
    Valuation
    of Cost Method Investments
   35




---



##### Table of Contents



Recently
    Issued Accounting Pronouncements
  Recently Issued Accounting
    Pronouncements Financial Statements and
    Supplementary Data,
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Risk
  Long-term
    Obligations and Notes Payable Financial Statements and Supplementary Data,
  Foreign
    Currency Exchange Rate Risk
  non-U.S. operations
 36




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data      
 Page in thisIndex to Consolidated Financial Statements

ReportReport of Independent Registered Public
    Accounting Firm


38Consolidated Balance Sheets as of April 30,
    2009 and 2008


40Consolidated Statements of Operations for each of
    the three years ended April 30, 2009, 2008, and 2007


41Consolidated Statements of Cash Flows for each of
    the three years ended April 30, 2009, 2008, and 2007


42Consolidated Statements of Shareholders
    Equity and Comprehensive Income (Loss) for each of the three
    years ended April 30, 2009, 2008, and 2007


43Notes to Consolidated Financial Statements


44Financial Statement SchedulesSchedule II Valuation and Qualifying
    Accounts


78   37




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      Internal Control  Integrated
    Framework
         38




---



##### Table of Contents



Internal Control  Integrated
    Framework
   
    39




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  April 30,2009


2008(In thousands, except share amounts)ASSETS:Current Assets:Cash and Cash Equivalents

$
10,117


$
29,099Restricted Cash


220



142Receivables, net


32,103



33,632Inventories


21,480



29,339Deferred Income Taxes, net


8,686



2,889Deferred Acquisition Costs (Note 4)


17,093



7,953Other Current Assets


5,544



6,456Total Current Assets


95,243



109,510Property and Equipment, net


22,983



18,790Intangible Assets, net


4,456



4,062Goodwill (Note 10)






2,764Deferred Income Taxes, net


17,480



15,535Other Long-Term Assets


4,798



494$
144,960


$
151,155LIABILITIES AND SHAREHOLDERS EQUITY:Current Liabilities:Notes Payable (Note 13)

$
15,226


$
1,118Current Portion of Long-Term Obligations


1,367



977Accounts Payable


10,215



19,516Accrued Payroll and Related Liabilities


5,406



8,189Taxes Payable and Other Accrued Taxes


2,276



3,617Deferred Income Taxes


651



686Deferred Revenue


4,649



4,980Customer Deposits


3,322



4,549Reserve for Patent Litigation (Note 4)


15,000



Other Accrued Liabilities


9,208



9,753Total Current Liabilities


67,320



53,385Long-Term Obligations, net


1,937



2,333Deferred Income Taxes


5,498



7,787Reserve for Patent Litigation (Note 4)


6,000



Other Long-Term Liabilities


1,494



1,58682,249



65,091Commitments and Contingencies (Note 15)Shareholders Equity:Series A 8% Convertible Preferred Stock 
    $.01 par value, 1,000,000 shares authorized, none
    issued






Common Stock  $.01 par value,
    49,000,000 shares authorized, 37,704,684 and
    37,589,787 shares issued and outstanding at April 30,
    2009 and 2008, respectively


372



371Capital in Excess of Par


140,634



139,007Accumulated Deficit


(71,403
)


(47,584
)Accumulated Other Comprehensive Loss:Defined Benefit Plan Obligation, net of income tax of $37 and $93


(80
)


(280
)Cumulative Translation Adjustment, net of income tax of $508 and
    $764


(6,812
)


(5,450
)Total Shareholders Equity


62,711



86,064$
144,960


$
151,155    40




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended April 30,2009


2008


2007(In thousands, except per share amounts)Sales

$
210,103


$
244,259


$
213,435Cost of Sales


121,775



142,549



122,662Gross Margin


88,328



101,710



90,773Operating Expenses:Sales and Marketing


41,170



42,272



39,478Research and Engineering


8,644



8,771



9,383General and Administrative


29,506



33,888



37,255Provision for Patent Litigation


29,000







Goodwill Impairment


2,764







Restructuring and Other Operating Charges


6,878







117,962



84,931



86,116Operating Income (Loss)


(29,634
)


16,779



4,657Interest Income


494



780



838Interest Expense


(1,562
)


(419
)


(409
)Other Income (Expense), net


(614
)


(1,846
)


1,922Income (Loss) Before Provision for Income Taxes


(31,316
)


15,294



7,008(Provision) Benefit for Income Taxes


8,230



6,617



(2,986
)Income (Loss) from Continuing Operations


(23,086
)


21,911



4,022Income (Loss) from Operations of Discontinued Operations, Net of
    Income Tax of $0, $230, and $236


(733
)


443



418Loss on Sale of Discontinued Operations, Net of Income Tax of
    $0, $0, and $0










(685
)Net Income (Loss)

$
(23,819
)

$
22,354


$
3,755Basic Income (Loss) Per Share:Income (Loss) from Continuing Operations

$
(0.61
)

$
0.59


$
0.11Income (Loss) from Operations of Discontinued Operations


(0.02
)


0.01



(0.01
)Net Income (Loss)

$
(0.63
)

$
0.60


$
0.10Diluted Income (Loss) Per Share:Income (Loss) from Continuing Operations

$
(0.61
)

$
0.58


$
0.11Income (Loss) from Operations of Discontinued Operations


(0.02
)


0.01



(0.01
)Net Income (Loss)

$
(0.63
)

$
0.59


$
0.10    41




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS Year Ended April 30,2009


2008


2007(In thousands)Cash Flows from Operating Activities:Net Income (Loss)

$
(23,819
)

$
22,354


$
3,755Adjustments to reconcile Net Income (Loss) to Cash Provided by
    (Used In) Operating Activities:Depreciation and Amortization


4,343



3,974



2,981Deferred Income Taxes


(9,264
)


(10,931
)


(970
)Excess Tax Benefits from Exercise of Stock Options






(291
)


Premium on Warrant Repurchase






629



Provision for Slow Moving and Obsolete Inventory


675



1,307



46Bad Debt Expense


1,225



1,805



1,143Warranty Expense


3,415



3,589



4,306Incentive Stock Compensation Expense


1,724



695



769Loss on Sale of Discontinued Operations










685Unrealized Foreign Exchange Currency Losses (Gains)


1,571



2,904



(1,827
)Provision for Patent Litigation


29,000







Goodwill Impairment


2,764







Other


539



738



(784
)Write-off and Amortization of Debt Issuance Costs


879







Write-off of Previously Deferred Direct Transaction Fees


3,767







Changes in Operating Assets and Liabilities:Receivables


(1,392
)


(6,121
)


6,803Inventories


5,044



(2,894
)


(3,727
)Other Operating Assets


(316
)


2,066



(344
)Accounts Payable


(10,494
)


790



(3,972
)Accrued Payroll and Related Liabilities


(2,655
)


2,027



(1,046
)Deferred Revenue


(107
)


(389
)


(1,162
)Customer Deposits


(784
)


(1,671
)


(1,779
)Payment for Patent Litigation


(8,000
)






Other Operating Liabilities


(4,579
)


(6,610
)


(679
)Cash Provided by (Used in) Operating Activities


(6,464
)


13,971



4,198Cash Flows From Investing Activities:Expenditures for Property and Equipment


(8,150
)


(5,748
)


(6,477
)Expenditures for Intangible Assets


(782
)


(555
)


(467
)Cash Received in Sale of Business, Net of Cash Sold










995Settlement on Sale of Avure Business










(985
)Purchase of Short-term Investments










(750
)Proceeds from Sale of Short-term Investments






773



Proceeds from Sale of Property and Equipment


195



254



5Payments for Contemplated OMAX Acquisition


(13,336
)


(7,430
)


Payments for Dardi Investment


(3,604
)


(78
)


Restricted Cash


(78
)


(142
)


Other


217







Cash Used in Investing Activities


(25,538
)


(12,926
)


(7,679
)Cash Flows from Financing Activities:Repayments on Senior Credit Agreement


(2,000
)






Borrowings on Senior Credit Agreement


15,000







Repayments Under Notes Payable






(6,616
)


(1,614
)Borrowings Under Notes Payable


1,264



1,106



5,823Repayments Under Other Financing Arrangements


726







Borrowings Under Other Financing Arrangements


(193
)






Payments of Capital Lease Obligations


(294
)


(101
)


(49
)Borrowings Under Capital Lease Obligations


771



319



Payments of Long-Term Obligations


(781
)


(785
)


(931
)Proceeds from Exercise of Stock Options






1,198



2,494Excess Tax Benefits from Exercise of Stock Options






291



Payments for Debt Issuance Costs


(1,364
)






Payments for Warrants Repurchase






(3,010
)


Cash Provided by (Used in) Financing Activities


13,129



(7,598
)


5,723Effect of Changes in Exchange Rates


(109
)


(2,636
)


(128
)Increase (Decrease) in Cash And Cash Equivalents


(18,982
)


(9,189
)


2,114Cash and Cash Equivalents at Beginning of Period


29,099



38,288



36,174Cash and Cash Equivalents at End of Period

$
10,117


$
29,099


$
38,288Supplemental Disclosures of Cash Flow InformationCash Paid During the Year for:Interest

$
1,419


$
341


$
229Income Taxes


2,557



6,961



6,495Supplemental Disclosures of Noncash Investing and Financing
    ActivitiesNonmonetary exchange of assets










250Issuance of compensatory common stock on executive incentive
    compensation plan










884Accounts Payable incurred to acquire Property and Equipment, and
    Intangible Assets


2,352



745



961Accrued Liabilities incurred for Pending Acquisition






445



    42




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
 CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
    AND COMPREHENSIVE INCOME (LOSS)  Retained


AccumulatedCommon Stock


Capital


Earnings


Other


TotalPar


in Excess


(Accumulated


Comprehensive


ShareholdersShares


Value


of Par


Deficit)


Income (Loss)


Equity(In thousands)Balances, May 1, 2006


36,943


$
364


$
137,337


$
(73,150
)

$
(7,999
)

$
56,552Cumulative effect of the adoption of 123R










(313
)










(313
)Components of Comprehensive Income in 2007:Net Income














3,755







3,755Reclassification Adjustment for Settlement of Cash Flow Hedges,
    net of income tax of $0


















273



273Cumulative Translation Adjustment, net of Income Tax of $0


















(1,028
)


(1,028
)Comprehensive Income






















3,000Cumulative effect of the adoption of FAS 158


















(201
)


(201
)Exercise of Warrants & Options


168



2



1,408











1,410Stock Compensation


157



1



775











776Balances, May 1, 2007


37,268


$
367


$
139,207


$
(69,395
)

$
(8,955
)

$
61,224Cumulative effect upon adoption of FIN 48














(543
)






(543
)Components of Comprehensive Income in 2008:Net Income














22,354







22,354Defined Benefit Pension Plan Adjustment, net of Income Tax of $25


















(80
)


(80
)Cumulative Translation Adjustment, net of Income Tax of $764


















3,305



3,305Total Comprehensive Income






















25,579Exercise of Options


252



3



1,195











1,198Tax Benefit from Exercise of Stock Options










291











291Repurchase of Warrants










(2,380
)










(2,380
)Stock Compensation


70



1



694











695Balances, April 30, 2008


37,590


$
371


$
139,007


$
(47,584
)

$
(5,730
)

$
86,064Components of Comprehensive Income in 2009:Net Loss














(23,819
)






(23,819
)Defined Benefit Pension Plan Adjustment, net of Income Tax
    Benefit of $(56)


















200



200Cumulative Translation Adjustment, net of Income Tax Benefit of
    ($256)


















(1,362
)


(1,362
)Total Comprehensive Income






















(24,981
)Stock Compensation


115



1



1,627











1,628Balances, April 30, 2009


37,705


$
372


$
140,634


$
(71,403
)

$
(6,892
)

$
62,711    43




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    For the three-year period ended April 30, 2009
    (All tabular dollar amounts in thousands except per share and
    option amounts)
  Note 1 
    The
    Company and Summary of Significant Accounting
    Policies:  Reporting
    Policies
  Operations
    and Segments
      Business Segments
  Principles
    of Consolidation
    Foreign
    Currency Translation
   44




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended April 30,2009


2008


2007Net Realized Foreign Exchange Gains

$
74


$
1,759


$
213Net Unrealized Foreign Exchange Gains (Losses)


(1,571
)


(2,904
)


1,827   Use of
    Estimates
    
    reported amounts of assets, liabilities and equity;
    disclosure of contingent assets and liabilities; and
    reported amounts of revenues and expenses.    Accounting
    Changes Implemented in Fiscal 2009
  Fair
    Value Measurements for Financial Assets and Financial
    Liabilities
    
    provides a common definition of fair value;
    establishes a framework for measuring fair value in generally
    accepted accounting principles; and
    expands disclosures about fair value instruments.  FSP 157-2, No. 157-2). FSP 157-2 Note 14 
    Fair Value of Financial Instruments
  Accounting
    for Certain Key Items
    
    capital investments,
    financing our business and
    operations 45




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Policies
    related to Capital Investments
  Goodwill
    and Other Intangible Assets
      Impairment
    of Long-Lived Assets
    Goodwill
    and Other Intangible Assets
 46




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Policies
    related to Financing Our Business
  Financial
    Instruments
    Derivative
    Financial Instruments
    Fair Value of Financial
    Instruments
  Cash and
    Cash Equivalents
   47




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Policies
    related to Operations
  Revenue
    Recognition
    No. 00-21 (EITF 00-21), tm 97-2 (SOP 97-2),
        81-1 (SOP 81-1),
   48




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cost of
    Sales
    Advertising
    Expense
    Inventories
  first-in,
  Income
    Taxes
         49




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Concentration
    of Credit Risk
  and/or
      Warranty
    Liability
    Product
    Liability
  Commitments and Contingencies
  Health
    Benefits
       50




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Research
    and Engineering
    Stock
    Based Compensation
  Stock-Based
    Compensation
  Related
    Parties
          Note 2 
    Recently
    Issued Accounting Pronouncements   51




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FSP 157-2, No. 157-2). FSP 157-2 Note 14  Fair Value of
    Financial Instruments
    No. FAS 107-1 28-1, (FSP 107-1), FSP 107-1 FSP 107-1 FSP 107-1 FSP 107-1
   52




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 3 
    Business
    Segments      Discontinued Operations,
    Mergers and Investments
   53




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Inter-SegmentStandard


Advanced


All Other(i)


Eliminations


TotalFiscal Year 2009External sales

$
181,132


$
28,971


$



$



$
210,103Inter-segment sales(ii)


2,549











(2,549
)


Gross Margin


79,743



8,459







126



88,328Depreciation and amortization


3,638



705











4,343Operating income (loss)


21,067



(272
)


(50,556
)


126
(iii)


(29,634
)Goodwill


















Total assets


143,872



23,495



8,698



(31,105
)(iv)


144,960Fiscal Year 2008External sales

$
216,063


$
28,196


$



$



$
244,259Inter-segment sales(ii)


3,836











(3,836
)


Gross Margin


97,868



4,944







(1,102
)


101,710Depreciation and amortization


3,116



858











3,974Operating income (loss)


40,967



(5,090
)


(17,966
)


(1,102
)(iii)


16,779Goodwill


301



2,463











2,764Total assets


152,267



27,829



8,587



(37,528
)(iv)


151,155Fiscal Year 2007External sales

$
179,339


$
34,096


$



$



$
213,435Inter-segment sales(ii)


2,446











(2,446
)


Gross Margin


81,940



8,969







(136
)


90,773Depreciation and amortization


2,378



603











2,981Operating income (loss)


27,306



(1,485
)


(21,028
)


(136
)(iii)


4,657Goodwill


301



2,463











2,764Total assets


119,676



31,678



12,328



(40,510
)(iv)


123,172     (i)
    
    Includes corporate overhead expenses as well as general and
    administrative expenses of inactive subsidiaries that do not
    constitute segments. Fiscal year 2009 operating loss includes
    charges related to the patent litigation with OMAX pursuant to a
    Settlement and Cross Licensing Agreement which is discussed in
    Note 15  Commitments and Contingenciesand the write-off of previously deferred direct transaction
    costs which had been capitalized as part of the contemplated
    acquisition cost of OMAX under SFAS 141.(ii)
    
    Inter-segment sales represent products between the
    Companys geographic areas, including between operations
    within the United States and between the Companys U.S.
    operations and foreign subsidiaries, based on the Companys
    transfer pricing policy. These amounts have been eliminated in
    consolidation.(iii)
    
    Any incremental gross profit resulting from the sale of
    inventory between the Companys geographic areas, including
    between operations within the United States and between the
    Companys U.S. operations and foreign subsidiaries has been
    eliminated in consolidation.(iv)
    
    Cumulative profit or loss in inventory and investment in
    subsidiaries have been eliminated in consolidation. 54




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##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 4 
    Discontinued
    Operations, Mergers and Investments  Discontinued
    Operations
        Year Ended April 30,2009


2008


2007Sales

$
1,605


$
4,107


$
3,664Income (Loss) before provision for income taxes


(733
)


673



654(Provision) benefit for income taxes






(230
)


(236
)Income (Loss) from operations of discontinued operations

$
(733
)


443



418   Contemplated
    Merger with OMAX
  Hart-Scott-Rodino
        
    A non-refundable cash payment of $8 million to OMAX in
    March 2009 as part of the execution of the Agreement; 55




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##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    A cash payment of $6 million in March 2009 paid directly to
    an existing escrow account with OMAX, increasing the escrow
    amount from $9 million to a total of $15 million as
    part of the execution of the Agreement; and
    In the event the merger would be consummated by August 15,
    2009, the entire amount would be applied towards the
    $75 million purchase price. However, in the event the
    merger would not be consummated by August 15, 2009, the
    $15 million held in escrow would be released to OMAX on
    August 16, 2009 and the Company would issue a promissory
    note in the principle amount of $6 million to OMAX for the
    remaining balance on the $29 million settlement amount.    
    A non-refundable cash payment of $2 million to OMAX for the
    extension of the closing of the merger from March 31, 2009
    to August 15, 2009  with closing at the option
    of the Company; and
    In the event the merger would be consummated by August 15,
    2009, the $2 million would be applied towards the
    $75 million purchase price. However, in the event the
    merger would not be consummated by August 15, 2009 the
    $2 million would be forfeited and the Company would issue a
    promissory note of $4 million to OMAX.      Dardi
    Investment:
    Note 5 
    Basic and
    Diluted Income (Loss) per Share   56




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##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended April 30,2009


2008


2007Numerator:Income (Loss) from continuing operations

$
(23,086
)

$
21,911


$
4,022Denominator:Denominator for basic income (loss) per share 
    weighted average shares


37,627



37,421



37,192Dilutive potential common shares from employee stock options






147



333Dilutive potential common shares from warrants










270Dilutive potential common shares from stock compensation plans






325



73Denominator for diluted income (loss) per share 
    weighted average shares and assumed conversions


37,627



37,893



37,868Basic income (loss) per share from continuing operations

$
(0.61
)

$
0.59


$
0.11Diluted income (loss) per share from continuing operations

$
(0.61
)

$
0.58


$
0.11     Note 6 
    Receivables    April 30,2009


2008Trade Accounts Receivable

$
25,304


$
32,410Unbilled Revenues


9,033



4,58934,337



36,999Less Allowance for Doubtful Accounts


(2,234
)


(3,367
)$
32,103


$
33,632      57




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##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 7 
    Inventories  first-in
  April 30,2009


2008Raw Materials and Parts

$
11,806


$
19,671Work in Process


1,762



3,215Finished Goods


7,912



6,453$
21,480


$
29,339   Note 8 
    Property
    and Equipment      April 30,Range of Lives

2009


2008Land

N/A

$
468


$
468Buildings and Leasehold Improvements

19-30


10,266



14,538Machinery and Equipment

3-11


24,014



27,192Furniture and Fixtures

3-9


2,667



4,015Construction in Progress




6,710



2,10944,125



48,322Less Accumulated Depreciation and Amortization




(21,142
)


(29,532
)Property and Equipment, net



$
22,983


$
18,790     Note 9 
    Intangible
    Assets   58




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    April 30,2009


2008Patents

$
5,849


$
5,202Less Accumulated Amortization


(2,146
)


(1,816
)Patents, net

$
3,703


$
3,386       April 30,2009


2008Trademarks

$
753


$
676     Note 10 
    Goodwill       59




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##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 11 
    Accrued
    Liabilities    Warranty
    Obligations
      Accrued warranty balance as of May 1, 2007

$
2,405Accruals for warranties of fiscal year 2008 sales


3,589Warranty costs incurred in fiscal year 2008


(2,893
)Accrued warranty balance as of April 30, 2008


3,101Accruals for warranties of fiscal year 2009 sales


3,415Warranty costs incurred in fiscal year 2009


(4,093
)Accrued warranty balance as of April 30, 2009

$
2,423   Restructuring
    Charges
       60




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##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended April 30,2009


2008


2007Severance and termination benefits

$
2,339


$



$
Lease termination costs and long-lived assets impairment charge


187







Inventory write-down


144







$
2,670


$



$
     Standard


Advanced


TotalBalance, May 1, 2007

$
167


$
320


$
487Restructuring Charges










Cash Payments


(59
)


(320
)


(379
)Other


(108
)






(108
)Balance, April 30, 2008

$



$



$
Restructuring Charges


655



2,015



2,670Cash Payments


(560
)


(1,784
)


(2,344
)Other


(36
)


(108
)


(144
)Balance, April 30 2009

$
59


$
123


$
182     Note 12 
    Pension
    and Other Post Retirement Benefits       61




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Year Ended April 30,2009


2008Changes in the Projected Benefit ObligationProjected Benefit Obligation  beginning balance

$
1,815


$
1,456Service Cost


37



34Interest Cost


60



56Actuarial (Gain)/Loss


(249
)


118Benefits Paid






Foreign Exchange Adjustment


(171
)


151Projected Benefit Obligation  ending balance

$
1,492


$
1,815   Year Ended April 30,2009


2008Changes in the Value of Plan AssetsFair Value of Plan Assets  beginning balance

$
1,237


$
1,044Actual Return on Plan Assets


27



38Employer Contribution


47



51Benefits Paid






Foreign Exchange Adjustment


(123
)


104Fair Value of Plan Assets  ending balance

$
1,188


$
1,237     Year Ended April 30,2009


2008Discount rate


2.25
%


3.50
%Expected rate of return on assets


1.50
%


2.75
%Salary increase rate


3.00
%


3.00
%  62




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 13 
    Long-Term
    Obligations and Notes Payable    April 30,


April 30,2009


2008Long-term loan

$
1,879


$
2,914Other financing arrangements


1,425



3963,304



3,310Less current maturities


(1,367
)


(977
)Long-term obligations

$
1,937


$
2,333     Year Ending April 30,2010

$
1,0872011


1,0872012


4592013


2014


2015 and thereafter


$
2,633     Year Ending April 30,2010

$
4142011


3842012


1332013


2014


2015 and thereafter


$
931     April 30, 2009


April 30, 2008Senior Credit Facility

$
13,000


$
Revolving credit facilities in Taiwan


2,226



1,118$
15,226


$
1,118  63




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Senior
    Credit Facility
          Revolving
    Credit Facility in Taiwan
    Note 14 
    Fair
    Value of Financial Instruments    Level 1:
  Level 2:
  Level 3:
 64




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Derivative
    Instruments:
    The Effect of Derivative Instruments on the Statement of
    OperationsLocation of Gain orDerivatives Not Designated as Hedging

(Loss) Recognized in


April 30,Instruments Under Statement 133

Income on Derivative


2009


2008Forward exchange forward contracts


Other Income (Expense
)

$
1,232


$
113     Fair Value of Derivative InstrumentsAsset Derivatives


Liability DerivativesApril 30, 2009


April 30, 2008


April 30, 2009


April 30, 2008Balance Sheet


Fair


Balance Sheet


Fair


Balance Sheet


Fair


Balance Sheet


FairLocation


Value


Location


Value


Location


Value


Location


ValueDerivatives not designated as hedging instruments under
    SFAS 133Forward exchange rate contracts


Other Current Assets


$




Other Current Assets


$




Other Liabilities


$




Other Liabilities


$
113   Note 15 
    Commitments
    and Contingencies    
    Lease commitments;
    Product liability claims; and
    Legal proceedings.  Lease
    Commitments
   65




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ending April 30,2010

$
3,2842011


2,2652012


1,5332013


8342014


692015 and thereafter


383$
8,368   Product
    Liability
      Legal
    Proceedings
    No. CV04-2334,
  Discontinued
 66




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Operations, Mergers and Investments Form 10-Q
  paid-up and/or paid-up
        Other Legal Proceedings 
  Note 16 
    Shareholders
    Equity  Preferred
    Share Rights Purchase Plan
   67




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  one-hundredth
  Warrant
    Repurchase
  No. 85-6,
  Note 17 
    Stock-based
    Compensation   68




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Options
  and/or
    Weighted-





Weighted-AverageAverage


Aggregate


RemainingNumber of


Exercise


Intrinsic


ContractualOptions


Price


Value


Term (Years)Outstanding at April 30, 2008


773,500


$
10.53


$
195,801



3.98Granted during the period


236,210



9.77Exercised during the period






Expired or forfeited during the period


(210,900
)


6.78Outstanding at April 30, 2009


798,810


$
10.49


$




5.16Exercisable at April 30, 2009


442,600


$
10.52


$




2.32Vested at April 30, 2009


442,600



10.52







2.32   Year Ended April 30,2009


2008


2007Total intrinsic value of options exercised

$



$
1,262


$
776Total fair value of options vested


345







211Cash received from exercise of share options






1,198



1,518Tax benefit realized from stock options exercised






291



     April 30,2009


2008


2007Options granted


236,210



200,000



21,250Weighted average grant-date fair value of stock options granted

$
5.67


$
6.90


$
4.76Assumptions:Weighted average expected volatility


60.00
%


62.02
%


61.86
%Risk-free interest rate


3.09
%


4.98
%


4.97
%Weighted average expected term (in years)


6



6



2Expected dividend yield










    69




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Service-Based
    Stock Awards
      Weighted-AverageNumber of


Grant-dateShares


Fair ValueNonvested at May 1, 2007


72,533


$
9.33Granted during the period


296,773



7.86Forfeited during the period


(6,650
)


13.05Vested during the period


(37,207
)


7.87Nonvested at April 30, 2008


325,449



8.06Granted during the period


192,143



9.77Forfeited during the period


(38,386
)


8.74Vested during the period


(76,651
)


8.54Nonvested at April 30, 2009


402,555


$
8.72     Performance-Based
    Stock Awards
   70




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Weighted-AverageNumber of


Grant-dateShares


Fair ValueNonvested at May 1, 2007


181,500


$
10.71Granted during the period






Cancelled during the period


(69,000
)


7.81Forfeited during the period


(38,000
)


10.51Vested during the period






Nonvested at April 30, 2008


74,500


$
13.50Granted during the period






Cancelled during the period






Forfeited during the period


(74,500
)


13.50Vested during the period






Nonvested at April 30, 2009






     Note 18 
    Income
    Taxes:    Year Ended April 30,2009


2008


2007Income (Loss) from Continuing Operations Before Provision
    (Benefit) for Income Taxes:United States

$
(26,708
)

$
11,546


$
(3,557
)Foreign


(4,608
)


3,748



10,565Total

$
(31,316
)

$
15,294


$
7,008  71




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended April 30,2009


2008


2007Federal

$
(72
)

$
298


$
103State


89



124



52Foreign


1,453



4,053



2,637Current Tax Expense (after NOL Benefit of $868, $6,312, and
    $3,147)


1,470



4,475



2,792Federal


(8,105
)


(9,347
)


State


(743
)


(2,376
)


Foreign


(852
)


631



194Deferred Tax Expense (Benefit) (Net of Change in Valuation
    Allowance of $1,372, $(17,453), and $0)


(9,700
)


(11,092
)


194Total Tax Provision (Benefit)

$
(8,230
)

$
(6,617
)

$
2,986     Year Ended April 30,2009


2008


2007Income tax provision (benefit) at federal statutory rate


(34.0
)%


34.0
%


34.0
%State and local taxes net of federal tax benefit


(1.4
)


3.1



Foreign tax rate differential


0.4



(4.4
)


(8.5
)Change in valuation allowance


7.9



(113.1
)


(171.1
)Non deductible/nontaxable items


2.1



3.3



3.4Foreign earnings not previously subject to U. S. tax


0.3



6.1



20.9Foreign withholding taxes


1.9



8.9



11.6Foreign income taxes






0.1



Alternative minimum taxes






2.0



1.5Stock based compensation


0.3



0.8



(6.5
)Tax credits


(0.5
)


2.8



(7.8
)Statutory to U.S. GAAP adjustments


(3.0
)


9.9



Prior year reconciled amounts










174.6Other, net


(0.2
)


3.2



(9.5
)Income tax provision (benefit)


(26.2
)%


(43.3
)%


42.6
%  72




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    April 30, 2009


April 30, 2008Current deferred tax assets/(liabilities):Accrued settlement

$
5,585


$
Deferred acquisition costs


1,402



Obsolete inventory


904



921Net operating loss carryforwards


705



964Vacation accrual


328



322Accounts receivable allowances


235



311Inventory capitalization


193



173Deposits on future sales


(547
)


Realized exchange gain/loss


633



Other


479



419Current Deferred Tax Assets


9,917



3,110Valuation allowance


(1,883
)


(906
)Total Current Deferred Tax Assets


8,034



2,204Long-Term:Net operating loss carryforward


16,233



16,206Accrued Settlement


2,234



Capital loss carryforwards


1,615



1,602Goodwill


1,572



1,040Fixed assets


1,300



1,627AMT credits


882



889Foreign tax basis differential


93



110Deferred compensation


14



465Undistributed foreign earnings


(125
)


(636
)Foreign unrealized exchange gain/loss


(5,360
)


(6,158
)Currency translation adjustment


(69
)


(482
)Foreign withholding tax


(333
)


(521
)Deferred income


680



Statutory to U. S. GAAP adjustments


475



Stock-based compensation


758



Warranty reserves


610



All other


(215
)


1,594Long-Term Deferred Tax Assets


20,364



15,736Valuation allowance


(8,382
)


(7,988
)Total Long-Term Deferred Tax Assets


11,982



7,748Net Deferred Tax Assets (Liabilities)

$
20,016


$
9,952    73




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      non-U.S. subsidiaries
       74




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance as of May 1, 2007

$
9,094Gross increases  tax positions in prior periods


Gross decreases  tax positions in prior periods


Gross increases in tax positions due to currency fluctuations


365Gross decreases  due to tax rate changes


(269
)Settlements


Lapse of statute of limitations


Balance as April 30, 2008


9,190Gross increases  tax positions in prior periods


Gross decreases  tax positions in prior periods


Gross decreases in tax positions due to currency fluctuations


(511
)Gross decreases  due to tax rate changes


Settlements


Lapse of statute of limitations


Balance as April 30, 2009

$
8,679    75




---



##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 19 
    Geographic
    Information    United








OtherStates


Europe


Asia


Foreign


Eliminations


ConsolidatedFiscal 2009Sales:Customers(1)

$
112,458


$
48,515


$
31,750


$
17,380


$



$
210,103Inter-area(2)


59,668



101



1,520



695



(61,985
)


Total sales

$
172,126


$
48,616


$
33,270


$
18,076


$
(61,985
)

$
210,103Long-Lived Assets

$
38,661


$
4,974


$
5,633


$
264


$
185


$
49,717Fiscal 2008Sales:Customers(1)

$
130,556


$
56,422


$
30,739


$
26,542


$



$
244,259Inter-area(2)


69,992



166



1,358



892



(72,408
)


Total Sales

$
200,548


$
56,588


$
32,097


$
27,434


$
(72,408
)

$
244,259Long-Lived Assets

$
29,525


$
4,265


$
6,703


$
966


$
185


$
41,644Fiscal 2007Sales:Customers(1)

$
119,147


$
41,850


$
30,845


$
21,593


$



$
213,435Inter-area(2)


25,629



158



1,228



379



(27,394
)


Total Sales

$
144,776


$
42,008


$
32,073


$
21,972


$
(27,394
)

$
213,435Long-Lived Assets

$
15,306


$
436


$
6,149


$
901


$
185


$
22,977     (1)
    
    U.S. sales to unaffiliated customers in foreign countries were
    $24.0 million, $19.6 million and $18.7 million in
    fiscal years 2009, 2008, and 2007, respectively.(2)
    
    Inter-area sales represent products that were transferred
    between geographic areas at negotiated prices. These amounts
    have been eliminated in the consolidation.  Note 20 
    Selected
    Quarterly Financial Information (unaudited)   76




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##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended April 30, 2009First


Second


Third*


Fourth**


TotalSales

$
57,065


$
60,578


$
48,711


$
43,749


$
210,103Gross Margin


26,131



25,639



19,146



17,412



88,328Income (Loss) from Continuing Operations


1,533



396



(20,677
)


(4,338
)


(23,086
)Net Income (Loss)


1,603



412



(21,363
)


(4,471
)


(23,819
)Basic Income (Loss) Per Share:Income (Loss) from Continuing Operations

$
0.04


$
0.01


$
(0.55
)

$
(0.12
)

$
(0.61
)Net Income (Loss)

$
0.04


$
0.01


$
(0.57
)

$
(0.12
)

$
(0.63
)Diluted Income (Loss) Per Share:Income (Loss) from Continuing Operations

$
0.04


$
0.01


$
(0.55
)

$
(0.12
)

$
(0.61
)Net Income (Loss)

$
0.04


$
0.01


$
(0.57
)

$
(0.12
)

$
(0.63
)   Year Ended April 30, 2008First


Second


Third


Fourth


TotalSales

$
57,860


$
57,757


$
65,369


$
63,273


$
244,259Gross Margin


23,384



23,962



27,882



26,482



101,710Income from Continuing Operations


348



2,019



6,234



13,310



21,911Net Income


435



2,295



6,289



13,335



22,354Basic Income Per Share:Income from Continuing Operations

$
0.01


$
0.05


$
0.17


$
0.35


$
0.59Net Income

$
0.01


$
0.06


$
0.17


$
0.35


$
0.60Diluted Income Per Share:Income from Continuing Operations

$
0.01


$
0.05


$
0.17


$
0.35


$
0.58Net Income

$
0.01


$
0.06


$
0.17


$
0.35


$
0.59     *
    
    Included in third quarter results is a charge of
    $29 million related to the patent litigation with OMAX
    pursuant to the Settlement and Cross Licensing Agreement which
    is discussed in Note 4  Discontinued
    Operations, Mergers and Investmentsand
    Note 15  Commitments and Contingencies.**
    
    Included in fourth quarter results is a charge of
    $3.8 million of previously deferred direct transaction
    costs which had been capitalized as part of the contemplated
    acquisition cost of OMAX Corporation (OMAX) under
    SFAS 141 in the fourth quarter of its fiscal year 2009 as
    it was deemed probable that the contemplated merger with OMAX
    would not close prior to the adoption of SFAS 141R on
    May 1, 2009.  Note 21 
    Subsequent
    Events  Discontinued Operations,
    Mergers and Investments
  Long-term Obligations and
    Notes Payable
   77




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##### Table of Contents



FLOW
    INTERNATIONAL CORPORATION
 SCHEDULE II
    VALUATION AND QUALIFYING ACCOUNTS  Balance at


Charged to








BalanceBeginning


Costs and








at EndClassification

of Period


Expenses


Other


Deductions*


of Period(In thousands)Year Ended April 30:Allowance for Doubtful Accounts2009

$
3,367


$
1,225


$
(319
)

$
(2,039
)

$
2,2342008

$
2,915


$
1,805


$
110


$
(1,463
)

$
3,3672007

$
2,867


$
1,142


$
(24
)

$
(1,070
)

$
2,915     *
    
    Write-offs of uncollectible accounts  Balance atBeginning





Balance atClassification

of Period


Net Change


End of PeriodYear Ended April 30Valuation Allowance on Deferred Tax Assets2009

$
8,894


$
1,371


$
10,2652008

$
26,013


$
(17,119
)

$
8,8942007

$
38,613


$
(12,600
)

$
26,013  78




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##### Table of Contents



Item 9.
    Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rule 13a-15(b) Rule 13a-15(e)
         79




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##### Table of Contents



Changes
    in Internal Controls
  Rule 13a-15
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f)
    Internal Control  Integrated Framework
    Report of
    the Independent Registered Public Accounting Firm
  Form 10-K.
  Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance   80




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##### Table of Contents



Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules                ExhibitNumber3
.1

Restated Articles of Incorporation, filed with the state of
    Washington April 26, 2005. (Incorporated by reference to Exhibit
    3.1 to the registrants Current Report on Form 8-K dated
    May 3, 2005.)3
.2

By-Laws of Flow International Corporation. (Incorporated by
    reference to Exhibit 3.1 to the registrants Form 8-K dated
    June 25, 2009.)4
.1

Certificate of Designation of Series B Junior Participating
    Preferred Stock. (Incorporated by reference to Exhibit 4.1 to
    the registrants Registration Statement on Form S-1 filed
    May 20, 2005.)10
.1

Flow International Corporation 1987 Stock Option Plan for
    Nonemployee Directors, as amended. (Incorporated by reference to
    Exhibit 10.5 to the registrants Annual Report on Form 10-K
    for the year ended April 30, 1994.)10
.2

Flow International Corporation 1995 Long-Term Incentive Plan.
    (Incorporated by reference to Exhibit 10.2 to the
    registrants Annual Report on Form 10-K for the year ended
    April 30, 2000.)10
.3

Flow International Corporation Voluntary Pension and Salary
    Deferral Plan and Trust Agreement, as amended and restated
    effective January 1, 2002. (Incorporated by reference to Exhibit
    10.3 to the registrants Annual Report on Form 10-K for the
    year ended April 30, 2003.)10
.4

Form of Long Term Incentive Plan (Incorporated by reference to
    Exhibit 10.3 to the Current Report on Form 8-K filed September
    27, 2005). 81




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##### Table of Contents



ExhibitNumber10
.5

Employment Agreement dated February 1, 2007 between Stephen R.
    Light and Flow International Corporation. (Incorporated by
    reference to Exhibit 99.2 to the registrants Current
    Report on
    Form 8-K
    dated February 1, 2007)10
.6

Lease dated January 30, 2003 between Flow International and
    Property Reserve, Inc. (Incorporated by reference to Exhibit
    10.11 to the registrants Annual Report on Form 10-K for
    the year ended April 30, 2003.)10
.7

Credit Agreement dated as of June 10, 2009 among Flow
    International Corporation, Bank of America, N.A. and U.S. Bank
    National Association. (Incorporated by reference to Exhibit 10.1
    to the registrants Form 8-K dated June 11, 2009.)10
.8

Amendment to Employment Agreement dated September 21, 2005
    between Flow International Corporation and Stephen Light
    (Incorporated by reference to Exhibit 10.8 to the
    registrants Annual Report on Form 10-K for the year ended
    April 30, 2006.)10
.9

Employment Agreement dated July 3, 2007 between Flow
    International Corporation and Charles M. Brown. (Incorporated by
    reference to Exhibit 99.2 to the registrants Form 8-K
    dated July 3, 2007.)21
.1

Subsidiaries of the Registrant*23
.1

Consent of Deloitte & Touche LLP, Independent Registered
    Public Accounting Firm*31
.1

Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.*31
.2

Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.*32
.1

Certification Pursuant to the 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.*99
.1

Debt Covenant Compliance as of April 30, 2009*     *
    
    Filed herewith. 82




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##### Table of Contents



SIGNATURES
  Pursuant to the requirements of Section 13 or 15(d) of
    the Securities Exchange Act of 1934, the registrant has duly
    caused this
    Form 10-K
    to be signed on its behalf by the undersigned, thereunto duly
    authorized.
    /s/  Charles
    M. Brown
  Charles M. Brown
 President and Chief Executive Officer
 (Principle Executive Officer)
  Pursuant to the requirements of the Securities Exchange Act
    of 1934, this
    Form 10-K
    has been signed below by the following persons on behalf of the
    registrant and in the capacities on this 26th day of June
    2009.
  Signature

Title/s/  Charles
    M. BrownCharles
    M. Brown

President and Chief Executive Officer
    (Principal Executive Officer)/s/  Allen
    M. HsiehAllen
    M. Hsieh

Vice President and Chief Financial Officer
    (Principal Financial Officer)/s/  Kathryn
    L. MunroKathryn
    L. Munro

Chairman/s/  Richard
    P. FoxRichard
    P. Fox

Director/s/  Larry
    A. KringLarry
    A. Kring

Director/s/  Arlen
    I. PrenticeArlen
    I. Prentice

Director/s/  J.
    Michael RibaudoJ.
    Michael Ribaudo

Director/s/  Lorenzo
    C. LamadridLorenzo
    C. Lamadrid

Director/s/  Jerry
    L. CalhounJerry
    L. Calhoun

Director  83