<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


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

For the quarterly period ended January 31, 2000

                                       OR

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

For the transition period from _________ to _________

Commission file number 0-12448


                         FLOW INTERNATIONAL CORPORATION


           WASHINGTON                                        91-1104842
  (State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                        Identification No.)


                            23500 - 64TH AVENUE SOUTH
                             KENT, WASHINGTON 98032
                                 (253) 850-3500


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. Yes  X   No    .
                                       ---     ---

The number of shares outstanding of common stock, as of February 21, 2000:
14,729,488 shares.


<PAGE>


                         FLOW INTERNATIONAL CORPORATION
                                      INDEX


                                                                            PAGE

Part I - FINANCIAL INFORMATION

    Item 1.  Condensed Consolidated Financial Statements

        Consolidated Balance Sheets -
          January 31, 2000 and April 30, 1999..............................  3

        Consolidated Statements of Income -
          Three Months Ended January 31, 2000 and 1999.....................  4

        Consolidated Statements of Income -
          Nine Months Ended January 31, 2000 and 1999......................  5

        Condensed Consolidated Statements of Cash Flows -
          Nine Months Ended January 31, 2000 and 1999......................  6

        Consolidated Statements of Comprehensive Income -
          Three and Nine Months Ended January 31, 2000 and 1999............  7

        Notes to Condensed Consolidated Financial Statements...............  8

    Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations....................  11

Part II - OTHER INFORMATION

    Item 1.  Legal Proceedings.............................................  17

    Item 2.  Changes in Securities.........................................  17

    Item 3.  Defaults Upon Senior Securities...............................  17

    Item 4.  Submission of Matters to a Vote
                 of Security Holders.......................................  17

    Item 5.  Other Information.............................................  17

    Item 6.  Exhibits and Reports on Form 8-K..............................  17

Signatures.................................................................  18


                                      -2-
<PAGE>


                         FLOW INTERNATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except share amounts)

<TABLE>
<CAPTION>

                                                                                       January 31,         April 30,
                                                                                          2000                1999
                                                                                       -----------         ---------
<S>                                                                                    <C>                 <C>
ASSETS                                                                                 (unaudited)
Current Assets:
    Cash                                                                                $   5,673          $ 10,403
    Trade Accounts Receivable, less allowances
        for doubtful accounts of $990 and $766, respectively                               64,553            55,783
    Inventories, net                                                                       49,434            47,771
    Deferred Income Taxes                                                                   1,658             1,658
    Other Current Assets                                                                    6,076             4,849
                                                                                        ---------          --------
Total Current Assets                                                                      127,394           120,464
Property and Equipment, net                                                                19,555            17,723
Intangible Assets, net of accumulated
    amortization of $9,226 and $7,000, respectively                                        38,100            36,211
Deferred Income Taxes                                                                       1,085             1,314
Other Assets                                                                                4,772             3,440
                                                                                        ---------          --------
                                                                                         $190,906          $179,152
                                                                                        =========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Notes Payable                                                                       $     434          $    419
    Current Portion of Long-Term Obligations                                                4,043             4,185
    Accounts Payable                                                                       14,203            18,411
    Accrued Payroll and Related Liabilities                                                 4,802             6,801
    Deferred Revenue                                                                        4,358               431
    Other Accrued Liabilities                                                               9,292            10,224
                                                                                        ---------          --------
Total Current Liabilities                                                                  37,132            40,471
Long-Term Obligations                                                                      69,035            64,614
Customer Deposits                                                                          15,570             8,931

Minority Interest                                                                           1,845             1,114

Stockholders' Equity:
    Series A 8% Convertible Preferred Stock -
        $.01 par value, 1,000,000 shares authorized, none issued

    Common Stock - $.01 par value, 20,000,000 shares authorized, 14,728,921
        shares outstanding at January 31, 2000
        14,665,700 shares outstanding at April 30, 1999                                       147               147
    Capital in Excess of Par                                                               40,764            40,260
    Retained Earnings                                                                      32,262            28,037
    Cumulative Translation Adjustment                                                      (5,070)           (3,882)
    Unrealized Loss on Equity Securities Available For
        Sale, net of tax                                                                     (779)             (540)
                                                                                        ---------          --------
Total Stockholders' Equity                                                                 67,324            64,022
                                                                                        ---------          --------
                                                                                         $190,906          $179,152
                                                                                        =========          ========
</TABLE>


                       See Accompanying Notes to Condensed
                        Consolidated Financial Statements


                                      -3-

<PAGE>


                         FLOW INTERNATIONAL CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                (unaudited; in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                             Three Months Ended
                                                                                                January 31,
                                                                                          -------------------------
                                                                                           2000              1999
<S>                                                                                       <C>               <C>
Revenues                                                                                  $50,810           $33,554

Cost of Sales                                                                              30,482            17,969
                                                                                          -------           -------

Gross Profit                                                                               20,328            15,585
                                                                                          -------           -------

Expenses:
  Marketing                                                                                 7,472             5,885
  Research and Engineering                                                                  3,776             3,131
  General and Administrative                                                                5,160             3,535
                                                                                          -------           -------
                                                                                           16,408            12,551
                                                                                          -------           -------

Operating Income                                                                            3,920             3,034

Interest Expense                                                                           (1,198)             (744)
Other Expense, net                                                                           (632)             (285)
                                                                                          --------          -------

Income Before Provision for Income Taxes                                                    2,090             2,005

Provision for Income Taxes                                                                    627               562
                                                                                          -------           -------

Net Income                                                                                $ 1,463           $ 1,443
                                                                                          =======           =======

Basic Earnings Per Share                                                                  $   .10           $   .10
                                                                                          =======           =======

Diluted Earnings Per Share                                                                $   .10           $   .10
                                                                                          =======           =======
</TABLE>


                       See Accompanying Notes to Condensed
                        Consolidated Financial Statements


                                      -4-

<PAGE>


                         FLOW INTERNATIONAL CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                (unaudited; in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                              Nine Months Ended
                                                                                                   January 31,
                                                                                         --------------------------
                                                                                           2000              1999
<S>                                                                                      <C>               <C>
Revenues                                                                                 $138,542          $108,359

Cost of Sales                                                                              82,505            60,011
                                                                                         --------          --------

Gross Profit                                                                               56,037            48,348
                                                                                         --------          --------

Expenses:
  Marketing                                                                                21,033            17,873
  Research and Engineering                                                                 10,366             9,153
  General and Administrative                                                               13,743            11,011
                                                                                         --------          --------
                                                                                           45,142            38,037
                                                                                         --------          --------

Operating Income                                                                           10,895            10,311

Interest Expense                                                                           (3,722)           (2,343)
Other Expense, net                                                                         (1,136)             (351)
                                                                                         --------          --------

Income Before Provision for Income Taxes                                                    6,037             7,617

Provision for Income Taxes                                                                  1,812             2,189
                                                                                         --------          --------

Net Income                                                                                $ 4,225          $  5,428
                                                                                         ========          ========


Basic Earnings  Per Share                                                                $    .29          $    .37
                                                                                         ========          ========

Diluted Earnings Per Share                                                               $    .28          $    .36
                                                                                         ========          ========
</TABLE>


                       See Accompanying Notes to Condensed
                        Consolidated Financial Statements


                                      -5-
<PAGE>


                         FLOW INTERNATIONAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (unaudited; in thousands)

<TABLE>
<CAPTION>

                                                                                              Nine Months Ended
                                                                                                 January 31,
                                                                                         ---------------------------
                                                                                           2000              1999
<S>                                                                                      <C>                <C>
Cash Flows from Operating Activities:

    Net Income                                                                           $  4,225           $ 5,428
    Adjustments to Reconcile Net Income to Cash
        Provided by Operating Activities:
        Depreciation and Amortization                                                       5,939             3,402
    Increase in assets                                                                    (11,478)           (2,237)
    Increase /(Decrease) in liabilities                                                     2,974            (4,014)
    Other                                                                                                       114
                                                                                         --------           -------

    Cash provided by operating activities                                                   1,660             2,693
                                                                                         --------           -------

Cash Flows from Investing Activities:

    Expenditures for property and equipment                                                (5,797)           (6,118)
    Payment for business combinations, net of cash acquired                                (4,499)
    Other                                                                                     743
                                                                                         --------           -------

    Cash used by investing activities                                                      (9,553)           (6,118)
                                                                                         --------           -------

Cash Flows from Financing Activities:

    Borrowings under line of credit agreements, net                                         7,242             9,807
    Payments on long-term obligations                                                      (3,395)           (2,734)
    Purchase of Flow common stock                                                                            (3,267)
    Proceeds from issuance of common stock                                                    504               850
                                                                                         --------           -------

    Cash provided by financing activities                                                   4,351             4,656
                                                                                         --------           -------

Effect of foreign exchange rate changes                                                    (1,188)             (528)
                                                                                         --------           -------

(Decrease) increase in cash and cash equivalents                                           (4,730)              703

Cash and cash equivalents at beginning of period                                           10,403             3,006
                                                                                         --------           -------

Cash and cash equivalents at end of period                                               $  5,673           $ 3,709
                                                                                         ========           =======
</TABLE>


                       See Accompanying Notes to Condensed
                        Consolidated Financial Statements


                                      -6-

<PAGE>


                         FLOW INTERNATIONAL CORPORATION
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                            (unaudited, in thousands)

<TABLE>
<CAPTION>

                                                                                             Three Months Ended
                                                                                                  January 31,
                                                                                          --------------------------
                                                                                           2000               1999
<S>                                                                                       <C>                <C>
Net Income                                                                                $ 1,463            $1,443

Other Comprehensive Income:
    Unrealized (Loss) / Gain on Equity Securities Available
         for Sale, net of tax                                                                 (86)              105
    Cumulative Translation Adjustment                                                      (1,106)             (793)
                                                                                          -------            ------

Comprehensive Income                                                                      $   271            $  755
                                                                                          =======            ======
</TABLE>


<TABLE>
<CAPTION>

                                                                                              Nine Months Ended
                                                                                                 January 31,
                                                                                          --------------------------
                                                                                           2000               1999
<S>                                                                                       <C>                <C>
Net Income                                                                                $ 4,225            $5,428

Other Comprehensive Income:
    Unrealized Loss on Equity Securities Available
         for Sale, net of tax                                                                (239)             (409)
    Cumulative Translation Adjustment                                                      (1,188)             (528)
                                                                                          -------            ------

Comprehensive Income                                                                      $ 2,798            $4,491
                                                                                          =======            ======
</TABLE>


                       See Accompanying Notes to Condensed
                        Consolidated Financial Statements


                                      -7-

<PAGE>


                         FLOW INTERNATIONAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              For the Three and Nine Months Ended January 31, 2000
                                   (unaudited)


1.       The Company:

         In the opinion of the management of Flow International Corporation
         ("the Company"), the accompanying unaudited condensed consolidated
         financial statements contain all adjustments (consisting only of normal
         recurring accruals) necessary to fairly present the financial position,
         results of operations and cash flows of the Company. These interim
         financial statements do not include all information and footnote
         disclosure normally included in financial statements prepared in
         accordance with generally accepted accounting principles and should be
         read in conjunction with the April 30, 1999 consolidated financial
         statements included in the Company's Annual Report filed with the
         Securities and Exchange Commission on Form 10-K. Operating results for
         the three and nine months ended January 31, 2000 may not be indicative
         of future results.

2.       Earnings Per Share:

         Basic earnings per share represents net income available to common
         stockholders divided by the weighted average number of shares
         outstanding during the period. Diluted earnings per share represents
         net income available to common stockholders divided by the weighted
         average number of shares outstanding including the potentially dilutive
         impact of stock options, where appropriate.

         Basic shares outstanding for the three months ended January 31, 2000
         and 1999 were 14,728,000 and 14,623,000, respectively. For the nine
         months ended January 31, 2000 and 1999, basic shares outstanding were
         14,711,000 and 14,757,000, respectively. Diluted shares outstanding for
         the three months ended January 31, 2000 and 1999 were 15,136,000 and
         14,957,000, respectively. The diluted shares outstanding include
         potential dilutive common shares from employee stock options of 408,000
         and 334,000 for the three months ended January 31, 2000 and 1999,
         respectively. For the nine months ended January 31, 2000 and 1999,
         diluted shares outstanding were 15,098,000 and 15,110,000,
         respectively. The diluted shares outstanding include potential dilutive
         common shares from employee stock options of 387,000 and 353,000 for
         the nine months ended January 31, 2000 and 1999, respectively.


                                      -8-

<PAGE>


                         FLOW INTERNATIONAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              For the Three and Nine Months Ended January 31, 2000
                                   (unaudited)


3.       Inventories:
         (in thousands)

<TABLE>
<CAPTION>

                                                 JANUARY 31, 2000       APRIL 30, 1999
                                                 ----------------       --------------
         <S>                                          <C>                    <C>
         Raw Materials and Parts, net                 $26,243                $26,776
         Work in Process                               11,551                 11,223
         Finished Goods                                11,640                  9,772
                                                      -------                -------
                                                      $49,434                $47,771
                                                      =======                =======
</TABLE>

4.       Business Acquisitions:

         In September 1999 the Company purchased substantially all of the assets
         and selected liabilities of Spearhead Automated Systems, Inc.
         ("Spearhead") for $4.5 million. Spearhead manufactures advanced
         cutting, trimming and tooling equipment for the automotive and related
         industries. In addition, during fiscal 2000 a pre-acquisition
         contingency related to the valuation of work in process inventory of a
         March 1999 acquisition was reevaluated. This resulted in additional
         goodwill being recorded.

5.       Recently Issued Accounting Pronouncements:

         Statement of Financial Accounting Standards No. 133, ("FAS 133"),
         "Accounting for Derivative Instruments and Hedging Activities", is
         effective beginning in fiscal 2002, with early adoption permitted. FAS
         133 standardizes the accounting for derivative instruments by requiring
         that an entity recognize those items as assets or liabilities in the
         financial statements and measure them at fair value. The Company is
         currently reviewing the requirements of FAS 133 and assessing its
         impact on the Company's financial statements. The Company has not made
         a decision regarding the period of adoption.

         Statement of Position 98-1 ("SOP 98-1"), "Accounting for the Cost of
         Computer Software Developed or Obtained for Internal Use", is effective
         beginning in fiscal 2000. SOP 98-1 requires companies to capitalize the
         cost of computer software developed or obtained for internal use. The
         adoption of SOP 98-1 during the first quarter of fiscal 2000 did not
         have a material impact on the Company.

         Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs of
         Start-up Activities", is effective beginning in fiscal 2000. SOP 98-5
         requires companies to expense costs associated with start-up
         operations, including costs previously deferred. The adoption of SOP
         98-5 during the first quarter of fiscal 2000 did not have a material
         impact on the Company.


                                      -9-
<PAGE>


                         FLOW INTERNATIONAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              For the Three and Nine Months Ended January 31, 2000
                                   (unaudited)


         In December 1999, the Securities and Exchange Commission ("SEC") issued
         Staff Accounting Bulletin No. 101 ("SAB 101), "Revenue Recognition,"
         which provides guidance on the recognition, presentation, and
         disclosure of revenue in financial statements filed with the SEC. SAB
         101 outlines the basic criteria that must be met to recognize revenue
         and provides guidance for disclosures related to revenue recognition
         policies. Management believes that the impact of SAB 101 would have no
         material effect on the financial position or results of operations of
         the Company.



                                      -10-
<PAGE>


                         FLOW INTERNATIONAL CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         Revenue for Flow International Corporation ("Flow" or the "Company")
for the nine month period ended January 31, 2000 increased $30.1 million (28%)
to $138.5 million as compared to $108.4 million in the prior year. Revenue for
the three month period ended January 31, 2000 was $50.8 million, an increase of
$17.2 million (51%) as compared to $33.6 million in the prior year. Excluding
recent acquisitions, revenue increased 7% for the quarter ended January 31, 2000
and decreased 6% year to date, as compared to the prior year periods. In
contrast, according to the Association for Manufacturing Technology, the
domestic metal cutting market declined 28% year over year, through December
1999. Included in the current year are the acquisitions of Flow Pressure Systems
Vasteras AB ("Pressure Systems") in March 1999 and Spearhead Automated Systems,
Inc. ("Spearhead") in September 1999. Geographically, domestic, European and
Asian revenues for the nine months ended January 31, increased $12.6 million
(22%), $13.2 million (45%) and $446,000 (4%), respectively, as compared to the
prior year period. For the quarter ended January 31, 2000, domestic, European
and Asian revenue increased $10.7 million (65%), $4.2 million (41%) and $1
million (27%), respectively, as compared to the prior year period.

         The Company's revenues can be segregated into systems sales and
consumables sales. In general, a system sale is comprised of a pump along with
the robotics or articulation to move the cutting head, and may also include
automation capabilities. In addition, the Company's food and isostatic press
systems, which are built by Pressure Systems, are included in systems sales.
Consumables sales represent parts used by the pump and cutting head during
operation. Systems revenues increased $17.5 million (85%) and $30.2 million
(44%) for the three and nine months ended January 31, 2000, respectively, over
the prior year periods, due to the recent acquisitions. Consumables sales
decreased 2% and were comparable for the three and nine months ended January 31,
2000, respectively, due to a slowdown in the domestic machine tool cutting
market, as well as the Company's development of longer lived consumable parts.
There have not been any significant price increases or decreases for the
Company's products.

         The Company has begun to apply ultrahigh-pressure ("UHP") technology to
food, trademarked as "Fresher Under Pressure"-TM-. By exposing foods to
pressures up to 100,000 psi for a short time, typically 30 seconds to slightly
more than two minutes, UHP achieves the effects of pasteurization without heat.
Not only are spoilage microorganisms destroyed, but the process also destroys
harmful pathogens such as E. coli bacteria, thus increasing shelf life while
ensuring a safe, healthy product. Unlike thermal treatment (pasteurization), UHP
technology does not destroy or alter the nutritional qualities, taste, texture
or color of the food. Flow has developed a technology that features a
`continuous flow' concept whereby pumpable foods such as juices, salsas,
guacamole, liquid eggs and salad dressings are pumped into pressure chambers,
pressurized and then pumped into the


                                      -11-
<PAGE>


                         FLOW INTERNATIONAL CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


next stage of the process, such as bottling. This continuous flow process is
fully automated and requires just a single operator. The Company also has the
ability to process non-pumpable foods as a result of the acquisition of Pressure
Systems. Pressure Systems provides Flow the patented large batch system vessel
technology. Flow is the only supplier in the world to have full capabilities in
both the continuous flow and batch UHP food processing technology.

         The Company anticipates leasing the continuous flow technology, while
the batch processing systems manufactured by Pressure Systems will generally be
sold. The leases have a fixed monthly rental charge plus a per gallon or per
pound usage fee. Revenue recognition on the batch systems is on the percentage
of completion cost to cost method. Included in revenues for the three and nine
month periods ended January 31, 2000 is approximately $2.1 million and $2.7
million, respectively, associated with the Fresher Under Pressure technology.
The Company estimates fiscal 2000 Fresher Under Pressure revenues will be in
excess of $7 million. Management also anticipates this market will double each
year for the next three years.

         Gross profit for the quarter was $20.3 million, an increase of $4.7
million (30%) over the prior year period. Gross profit expressed as a percentage
of revenues (gross margin rate) was 40% for the quarter and 40% year to date, as
compared to 46% and 45%, respectively, in the prior year periods. Comparison of
gross margin rates is dependent on the mix of sales revenue types, which
includes special system, standard system and consumables sales. Systems
typically carry lower gross margin rates than the Company's consumable parts.
Additionally, special systems are generally custom designed and carry lower
margins than the Company's standard systems such as the Bengal, Integrated
Flying Bridge, Husky, and Waterjet Machining Center-TM-. Also included in
current year system sales are the press systems manufactured at Pressure
Systems. The gross margin rate decrease for both the three and nine month
periods of fiscal 2000 as compared to the prior year is primarily due to the
higher percentage of special systems revenues.

         Excluding Pressure Systems and Spearhead, operating expenses increased
$565,000 (5%) and decreased $434,000 (1%) for the three and nine months ended
January 31, 2000, respectively, as compared to the prior year periods. Total
consolidated operating expenses of $16.4 million increased $3.9 million (31%)
for the quarter ended January 31, 2000, compared to the prior year period and
were $45.1 million, up $7.1 million (19%) for the nine months ended January 31,
2000 versus the prior year period. Marketing expenses increased $1.6 million
(27%) and $3.2 million (18%) for the three and nine month periods ended January
31, 2000, respectively, as compared to the prior year


                                      -12-
<PAGE>


                         FLOW INTERNATIONAL CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


periods. Expressed as a percentage of revenue, marketing expenses were 15% for
both the three and nine month periods ended January 31, 2000, as compared to 18%
and 16% for the prior year periods, respectively. Excluding Pressure Systems and
Spearhead, marketing expenses increased $774,000 (13%) and $1.2 million (7%) for
the three and nine months ended January 31, 2000, respectively, as compared to
the prior year periods. These increases include the impact of Flow's South
American operations. Research and engineering expense increased $645,000 (21%)
and $1.2 million (13%) for the three and nine month periods ended January 31,
2000 respectively, as compared to the prior year periods. Research and
engineering expenses expressed as a percentage of revenues were 7% for both the
three and nine month periods ended January 31, 2000, as compared to 9% and 8%
for the prior year periods, respectively. Excluding Pressure Systems and
Spearhead, research and engineering expenses decreased $701,000 (22%) and $1.6
million (18%) for the three and nine months ended January 31, 2000,
respectively, as compared to the prior year periods. General and administrative
expense increased $1.6 million (46%) and $2.7 million (25%) for the three and
nine month periods ended January 31, 2000 respectively, as compared to the prior
year periods. Expressed as a percentage of revenue, general and administrative
expenses were 10% for both the three and nine month periods ended January 31,
2000, as compared to 11% and 10% for the prior year periods, respectively.
Excluding Pressure Systems and Spearhead, general and administrative expense
increased $492,000 (14%) and decreased $38,000 for the three and nine months
ended January 31, 2000, respectively, as compared to the prior year periods.

         Operating income for the quarter ended January 31, 2000 was $3.9
million, an increase of $886,000 (29%) over the prior year quarter. For the
year, operating income was $10.9 million, an increase of $584,000 (6%) over the
prior year period.

         Interest expense of $1.2 million increased $454,000 (61%) for the
quarter ended January 31, 2000, compared to the prior year period and was $3.7
million, up $1.4 million (59%) for the nine months ended January 31, 2000 versus
the prior year period. The increase in interest expense is due to higher debt
levels associated with the March 1999 purchase of Pressure Systems and September
1999 purchase of Spearhead, as well as additional financing related to the
further development of the Fresher Under Pressure program.

         Other expense, net of $632,000 increased $347,000 (122%) for the
quarter ended January 31, 2000, compared to the prior year period and was $1.1
million, up $785,000 (224%) for the nine months ended January 31, 2000 versus
the prior year period. This increase is due primarily to the expense arising
from the consolidation method of accounting for majority owned joint ventures.


                                      -13-
<PAGE>


                         FLOW INTERNATIONAL CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


         Based upon the expected tax position of the Company for fiscal 2000,
year to date taxes have been provided for at 30% of pre-tax income. Year to date
fiscal 1999 taxes were provided for at 29% of pre-tax income. The increased rate
to 30% in fiscal 2000 as compared to the net twelve month fiscal 1999 rate of
28% is reflective of the projected change in mix of pre-tax income to higher
taxing jurisdictions. The income tax rate was lower than the statutory rate in
both the current and prior year due primarily to lower foreign tax rates,
benefits from the foreign sales corporation, and adjustments to the Company's
deferred tax valuation allowance.

         Basic shares outstanding for the three months ended January 31, 2000
and 1999 were 14,728,000 and 14,623,000, respectively. For the nine months ended
January 31, 2000 and 1999, basic shares outstanding were 14,711,000 and
14,757,000, respectively. Diluted shares outstanding for the three months ended
January 31, 2000 and 1999 were 15,136,000 and 14,957,000, respectively. The
diluted shares outstanding include potential dilutive common shares from
employee stock options of 408,000 and 334,000 for the three months ended January
31, 2000 and 1999, respectively. For the nine months ended January 31, 2000 and
1999, diluted shares outstanding were 15,098,000 and 15,110,000, respectively.
The diluted shares outstanding include potential dilutive common shares from
employee stock options of 387,000 and 353,000 for the nine months ended January
31, 2000 and 1999, respectively.

         The Company recorded net income of $1.5 million or $.10 per basic and
diluted share for the three months ended January 31, 2000, compared to $1.4
million, or $.10 per basic and diluted share for the same prior year period.
Year to date, the Company recorded $4.2 million or $.29 per basic and $.28 per
diluted share as compared to $5.4 million or $.37 per basic and $.36 per diluted
share in fiscal 1999.

LIQUIDITY AND CAPITAL RESOURCES

         The Company generated $1.7 million and $2.7 million from operations
during the nine month periods ended January 31, 2000 and 1999, respectively. At
January 31, 2000, the Company had a total of $9.5 million in completed
continuous feed Fresher Under Pressure units, work in progress and stores
inventory. Of this amount, $5.4 million is classified as property and equipment
and the remaining $4.1 million is included in inventory on the Consolidated
Balance Sheet. The Company believes that the available credit facilities and
working capital generated by operations will provide sufficient resources to
meet its operating and capital requirements. The Company's Credit


                                      -14-
<PAGE>


                         FLOW INTERNATIONAL CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


Agreement and Private Placement require the Company to comply with certain
financial covenants. In September 1999 the Company amended its covenants related
to the acquisition of Spearhead. As of January 31, 2000 one covenant under the
Private Placement was waived. Management anticipates being back in compliance
with this covenant at year end. As of January 31, 2000, the Company was in
compliance with all other such covenants, as amended.

         Gross trade receivables at January 31, 2000 increased $9 million (16%)
from April 30, 1999. Days sales in gross accounts receivable can be negatively
impacted by the traditionally longer payment cycle outside the United States,
timing of payments on large special system orders and the use of the percentage
of completion revenue recognition method on large system projects. The Company's
management does not believe these timing issues will present a material adverse
impact on the Company's short-term liquidity requirements.

         Inventories at January 31, 2000 increased $1.7 million (3%) from April
30, 1999. Excluding Pressure Systems and Spearhead, inventory decreased $1.7
million (4%) from April 30, 1999. Certain products manufactured by Pressure
Systems, Flow Robotics and Flow Automation can require an extended manufacturing
period and thus impact inventory levels from period to period.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company's market risk during the
three and nine month periods ended January 31, 2000. For additional information,
refer to Management's Discussion and Analysis of Financial Condition and Results
of Operations as presented in the April 30, 1999 Form 10-K as filed with the
Securities and Exchange Commission.

Year 2000 Issues:

To date, the Company has not experienced any material issues with respect to
Year 2000 that have effected the ongoing operations. Throughout the remainder of
Year 2000, there may be dates which do cause interruptions or failures that
could materially impact normal business operations. While the Company has taken
steps to resolve Year 2000 issues, there can be no assurance that these issues
are entirely resolved as of this date.


                                      -15-
<PAGE>


                         FLOW INTERNATIONAL CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


Readers are cautioned that the forward-looking statements contained in the Year
2000 Issues and Conversion should be read in conjunction with the Company's
disclosures under the heading: "Safe Harbor Statement".


SAFE HARBOR STATEMENT:

STATEMENTS IN THIS REPORT THAT ARE NOT STRICTLY HISTORICAL ARE "FORWARD-LOOKING"
STATEMENTS WHICH SHOULD BE CONSIDERED AS SUBJECT TO THE MANY UNCERTAINTIES THAT
EXIST IN THE COMPANY'S OPERATIONS AND BUSINESS ENVIRONMENT. THESE UNCERTAINTIES,
WHICH INCLUDE ECONOMIC AND CURRENCY CONDITIONS, MARKET DEMAND AND PRICING,
COMPETITIVE AND COST FACTORS, AND THE LIKE, ARE SET FORTH IN THE FLOW
INTERNATIONAL CORPORATION FORM 10-K REPORT FOR 1999 FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION.



                                      -16-
<PAGE>


                         FLOW INTERNATIONAL CORPORATION



PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

         The Company is party to various legal actions incident to the normal
operations of its business, none of which is believed to be material to the
financial condition of the Company.

Item 2.  CHANGES IN SECURITIES

                  None

Item 3.  DEFAULTS UPON SENIOR SECURITIES

                  None

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  None

Item 5.  OTHER INFORMATION

                  None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits - None

                  (b)      Reports on Form 8-K - None



                                      -17-
<PAGE>


                         FLOW INTERNATIONAL CORPORATION
                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       FLOW INTERNATIONAL CORPORATION



Date:  March 15, 2000                  /s/ RONALD W. TARRANT
                                       -----------------------------------------
                                       Ronald W. Tarrant
                                       Chairman, President and
                                       Chief Executive Officer
                                       (Principal Executive Officer)



Date:  March 15, 2000                  /s/ STEPHEN D. REICHENBACH
                                       -----------------------------------------
                                       Stephen D. Reichenbach
                                       Executive Vice President, Chief
                                       Financial Officer (Principal Financial
                                       Officer and Principal Accounting Officer)



                                      -18-