1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For period ended January 31, 2000

Commission file number 1-10697

COMMERCIAL INTERTECH CORP.
(Exact name of registrant as specified in its charter)

Ohio 34-0159880
- ---------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1775 Logan Avenue, Youngstown, Ohio 44501-0239

- --------------------------------------------------- --------------
(Address of principal executive offices) (Zip Code)

(330) 746-8011
--------------
(Registrant's telephone number, including area code)

Not Applicable
--------------
(Former name, former address and former fiscal year, if changed since last
report)

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
--- ---

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.

Common Stock, $1 Par Value--14,626,958 shares as of January 31, 2000

INDEX

COMMERCIAL INTERTECH CORP.

Page No.
--------

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Condensed Statements of Income (unaudited) - Three Months
Ended January 31, 2000 and 1999...........................................................3

Consolidated Condensed Balance Sheets (unaudited) - January 31, 2000 and
October 31, 1999..........................................................................4

Statements of Consolidated Condensed Cash Flows (unaudited) - Three Months
Ended January 31, 2000 and 1999...........................................................5

Notes to Consolidated Condensed Financial Statements (unaudited) -
January 31, 2000..........................................................................6

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations....................................................................10

Item 3. Quantitative and Qualitative Disclosures About Market Risk...............................14

PART II. OTHER INFORMATION

Item 2. Changes in Securities....................................................................15

Item 6. Exhibits and Reports on Form 8-K.........................................................15

SIGNATURE...............................................................................................16

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3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited)

Three Months Ended
(Thousands of dollars, except per share data) January 31,
-----------------------------
2000 1999
-------- ------

Net sales.............................................................. $ 120,337 $ 120,290

Less costs and expenses:
Cost of products sold ............................................. 92,520 91,648
Selling, administrative and general expenses....................... 21,954 21,726
Nonrecurring costs................................................. 0 5,392
----------- -----------
114,474 118,766
----------- -----------

Operating income....................................................... 5,863 1,524

Nonoperating income (expense):
Interest income.................................................... 240 356
Interest expense................................................... (2,076) (2,407)
Foreign currency (losses).......................................... (17) (779)
Other.............................................................. 557 259
----------- -----------
(1,296) (2,571)
----------- -----------

Income (loss) before income taxes...................................... 4,567 (1,047)
Income taxes (benefit)................................................. 1,593 (335)
----------- -----------
Net income (loss)...................................................... $ 2,974 $ (712)
=========== ===========

Preferred stock dividends ............................................. (441) (458)
----------- -----------
Net income (loss) applicable to common stock........................... $ 2,533 $ (1,170)
=========== ===========

Earnings per share of common stock:
Net income (loss):
Basic.............................................................. $ 0.18 $ (0.08)
Diluted............................................................ $ 0.17 $ (0.08)

Dividends per common share............................................. $ 0.15 $ 0.15

See notes to consolidated condensed financial statements.

-3-

COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (unaudited)

(Thousands of dollars) January 31, October 31,
2000 1999
------------ ------------

ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents.......................................................$ 21,988 $ 27,046
Accounts receivable, less allowance (2000 - $2,702; 1999 - $2,768).............. 68,370 82,918
Inventories .................................................................... 61,800 61,305
Deferred income tax benefits ................................................... 14,931 15,742
Prepaid expenses and other current assets....................................... 3,399 4,834
----------- -----------
TOTAL CURRENT ASSETS .... 170,488 191,845

PROPERTY, PLANT AND EQUIPMENT....................................................... 243,657 246,821
Less allowance for depreciation................................................. 134,987 134,173
----------- -----------
108,670 112,648

NONCURRENT ASSETS:
Intangible assets.............................................................. 39,223 40,249
Pension assets................................................................. 55,581 53,536
Other assets................................................................... 2,418 3,732
----------- -----------
TOTAL NONCURRENT ASSETS ..... 97,222 97,517
----------- -----------
TOTAL ASSETS .....$ 376,380 $ 402,010
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Bank loans ....................................................................$ 3,270 $ 4,892
Accounts payable .............................................................. 38,905 49,215
Accrued expenses............................................................... 42,272 50,120
Accrued income taxes........................................................... 3,428 5,591
Dividends payable.............................................................. 2,713 2,968
Current portion of long-term debt.............................................. 1,446 2,024
----------- -----------
TOTAL CURRENT LIABILITIES .... 92,034 114,810

NONCURRENT LIABILITIES:
Long-term debt................................................................. 100,920 100,215
Deferred income taxes.......................................................... 23,338 22,666
Postretirement benefits........................................................ 28,361 28,372
----------- -----------
TOTAL NONCURRENT LIABILITIES.... 152,619 151,253

SHAREHOLDERS' EQUITY:
Preferred stock, no par value:
Authorized: 10,000,000 shares
Series A participating preferred shares................................... 0 0
Series B ESOP convertible preferred shares
Issued: 2000 - 893,343 shares; 1999 - 893,343 shares................... 20,770 20,770
Common stock, $1 par value:
Authorized: 30,000,000 shares
Issued: 2000 - 14,626,958 shares (excluding 1,805,031 in treasury);
1999 - 14,695,136 shares (excluding 1,787,615 in treasury)............. 14,627 14,695
Capital surplus ............................................................... 8,030 8,414
Retained earnings.............................................................. 119,772 119,224
Deferred compensation.......................................................... (12,565) (13,822)
Accumulated other comprehensive income:
Translation adjustment..................................................... (18,907) (13,334)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY.... 131,727 135,947
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY....$ 376,380 $ 402,010
=========== ===========

See notes to consolidated condensed financial statements.

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COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CONDENSED CASH FLOWS (unaudited)

Three Months Ended
(Thousands of dollars) January 31,
----------------------------
2000 1999
---- ----

OPERATING ACTIVITIES:
Net income (loss)................................................................. $ 2,974 $ (712)
Adjustments to reconcile net income to net cash provided (used) by
operating activities:
Provision for depreciation and amortization................................. 4,693 4,197
Nonrecurring costs, net of income taxes..................................... 0 3,297
Postretirement benefit...................................................... 2,089 (701)
Pension plan credits........................................................ (2,436) (720)
Change in deferred income taxes............................................. 1,774 1,853
Change in current assets and liabilities:
Decrease in accounts receivable......................................... 12,629 10,148
(Increase) in inventories............................................... (2,227) (3,538)
Decrease (increase) in prepaid expenses and other current assets........ 1,349 (768)
(Decrease) in accounts payable and accrued expenses..................... (16,370) (12,993)
(Decrease) in accrued income taxes...................................... (2,144) (924)
----------- -----------
Net cash provided (used) by operating activities............. 2,331 (861)

INVESTING ACTIVITIES:
Proceeds from sale of fixed assets................................................ 1,496 2
Capital expenditures ............................................................. (4,441) (10,207)
----------- ------------
Net cash (used) by investing activities...................... (2,945) (10,205)

FINANCING ACTIVITIES:
Proceeds from long-term debt...................................................... 1,645 10,300
Principal payments on long-term debt.............................................. (769) (15,821)
Net borrowings under bank loan agreements......................................... (1,347) 3,189
Proceeds from reserve contracts................................................... 444 90
Conversion of other assets........................................................ 464 (1,413)
Dividends paid.................................................................... (2,856) (2,572)
----------- -----------
Net cash (used) by financing activities...................... (2,419) (6,227)

Effect of exchange rate changes on cash .............................................. (2,025) (229)
----------- -----------
Net (decrease) in cash and cash equivalents .......................................... (5,058) (17,522)

Cash and cash equivalents at beginning of period...................................... 27,046 35,851
----------- -----------
Cash and cash equivalents at end of period ........................................... $ 21,988 $ 18,329
=========== ===========

Supplemental disclosures:
Cash paid during the period for:
Interest....................................................................... $ 3,213 $ 3,834
Income taxes................................................................... 1,964 632

See notes to consolidated condensed financial statements.

-5-

COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
January 31, 2000

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements
of Commercial Intertech Corp. and Subsidiaries (the "Company" or "Commercial
Intertech") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. For further information, refer to the
consolidated financial statements and footnotes thereto included in Commercial
Intertech Corp. and Subsidiaries' annual report on Form 10-K for the year ended
October 31, 1999. Operating results for the three-month period ended January 31,
2000 are not necessarily indicative of the results that may be expected for the
year ended October 31, 2000.

NOTE B - RECENT DEVELOPMENTS

On January 17, 2000, Commercial Intertech and Parker-Hannifin
Corporation ("Parker") announced that their Boards of Directors had approved a
definitive agreement to merge in a cash-and-stock transaction whereby Parker
would acquire all outstanding stock of Commercial Intertech Corp. for $20.00 per
share. Commercial Intertech shareholders will receive Parker common stock based
on an exchange ratio that will be determined by the twenty-day average of
Parker's closing price as determined five days immediately preceding the closing
date of the merger. Alternatively, shareholders may elect to receive $20.00 per
share in cash, subject to a maximum of 49 percent of the value of the total
shares acquired by Parker. The transaction will be accounted for by the purchase
method of accounting for business combinations and is expected to be
tax-deferred for that portion of the purchase price received in Parker common
stock. The merger, which is anticipated to close in April 2000, is subject to
approval of the shareholders of Commercial Intertech Corp.; regulatory approvals
in the United States, Europe and other countries; and other closing conditions.
Pursuant to the proposed merger, the independent trustee of the Commercial
Intertech Employee Stock Ownership Trust elected to convert the ESOP
Convertible Preferred Stock Series B into common shares of Commercial Intertech
Corp. on February 17, 2000.

NOTE C - INVENTORIES

Inventories consisted of the following:

January 31, October 31,
2000 1999
-------------- ---------
(in thousands)

Raw materials ........................$ 18,312 $ 19,348
Work-in-process ...................... 28,152 30,067
Finished goods........................ 15,336 11,890
----------- -----------
$ 61,800 $ 61,305
=========== ===========

-6-

NOTE D - SEGMENT REPORTING

The Company adopted Financial Accounting Standards Board Statement No.
131, "Disclosures About Segments of an Enterprise and Related Information"
effective October 31, 1999. Prior year interim disclosures were restated, where
necessary, to conform to the new requirements. The basis for measuring segment
income has not changed from that used as of the previous fiscal year-end.

OPERATING SEGMENTS
(in thousands)
Commercial Building Metal
Three Months Ended January 31, 2000 Hydraulics Systems Forming Total
- --------------------------------------------------------------------------------------------------------------

Net sales............................................$ 85,371 $ 22,012 $ 12,954 $ 120,337
Operating income (loss).............................. 4,153 (232) 1,942 5,863
Nonoperating income (expense)........................ (1,296)
Income before income taxes........................... 4,567

Three Months Ended January 31, 1999
- --------------------------------------------------------------------------------------------------------------
Net sales............................................$ 79,927 $ 26,162 $ 14,201 $ 120,290
Operating income excluding
nonrecurring costs................................ 3,249 1,599 2,068 6,916
Nonrecurring costs................................... (5,392)
Operating income..................................... 1,524
Nonoperating income (expense)........................ (2,571)
Income (loss) before income taxes.................... (1,047)

Segment assets are not presented herein because such amounts did not
change materially from the segment assets reported by the Company as of the
previous fiscal year-end.

-7-

NOTE E - PER SHARE DATA

The computation of basic and diluted earnings per share is shown below:

Three Months Ended
January 31,
------------------
2000 1999
-------- ------
(in thousands, except per share data)

Numerator:
Net income (loss).......................................... $ 2,974 $ (712)
Series B preferred stock dividends......................... (441) (458)
----------- -----------
Numerator for basic earnings per share -
net income (loss) applicable to common stock............ 2,533 (1,170)
Effect of dilutive securities - Series B preferred
stock dividends and adjustments resulting from
assumed conversion...................................... 405 0
----------- -----------
Numerator for diluted earnings per share -
net income (loss) applicable to common stock
after assumed conversion................................ $ 2,938 $ (1,170)
=========== ===========

Denominator:
Denominator for basic earnings per share -
weighted average shares outstanding..................... 14,283 13,953
Effect of dilutive securities:
Series B convertible preferred stock................... 2,700 0
Assumed issuance of stock under stock option
and award plans based on treasury stock
method............................................. 251 0
----------- -----------
Denominator for diluted earnings per share -
weighted average shares outstanding and
impact of dilutive securities........................... 17,234 13,953
=========== ===========

Basic earnings (loss) per share............................ $ 0.18 $ (0.08)
=========== ==========

Diluted earnings (loss) per share.......................... $ 0.17 $ (0.08)
=========== ==========

For the three months ended January 31, 2000, options to purchase 146,750
shares of common stock at a weighted-average exercise price of $19.12 per share
were outstanding but were not included in the computation of diluted earnings
per share because the exercise price of the options was greater than the average
market price of the common shares and, therefore, the effect would be
antidilutive.

For the three months ended January 31, 1999, the impact of the assumed
conversion of Series B convertible preferred stock and the assumed issuance of
stock under stock option and award plans was not included in the computation of
diluted earnings per share because the impact of such potential common shares
was not dilutive.

NOTE F - SHAREHOLDERS' EQUITY

On February 10, 1999, the Company reported that the Board of Directors
has authorized the repurchase of up to 1,000,000 shares of Commercial Intertech
common stock to be used for employee benefit

-8-

plans and other corporate purposes. Purchases will be made from time to time in
the open market and in private transactions at prevailing prices. No time limit
was placed on the duration of the repurchase program. As of February 25, 2000,
the Company has not repurchased any of its common shares under this program.

NOTE G - COMPREHENSIVE INCOME

For the Company, total nonowner changes in shareholders' equity include
net income and the change in the cumulative foreign exchange translation
adjustment component of shareholders' equity. Nonowner changes in shareholders'
equity for the three months ended January 31, 2000 and 1999 amount to reductions
of $2,599,000 and $4,058,000, respectively.

-9-

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

RECENT DEVELOPMENTS

RESULTS OF OPERATIONS

First Quarter 2000 Compared With First Quarter 1999
- ---------------------------------------------------

Consolidated Results

Fiscal 2000 first quarter sales of $120,337,000 were slightly higher
than sales for the same quarter last year. Net income for the current quarter
totaled $2,974,000 compared with a net loss of $712,000 in the prior year
quarter. Results for the first quarter of 2000 include an after-tax gain on the
sale of property in the United States of $0.02 per diluted share and $0.04 per
diluted share in after-tax charges for unusual charges associated with the
Company's announcement of a proposed merger with Parker as well as costs
incurred in the implementation of major initiatives to improve long-term profit
prospects for hydraulic business in the United Kingdom and Europe. Net income
for the first quarter of the prior fiscal year includes recognition of after-tax
nonrecurring costs totaling $3,297,000 resulting from a number of initiatives to
reorganize certain areas of the business and reduce operating costs. Excluding
these nonrecurring charges and unusual items, net income would have been
$2,585,000 in 1999 and $3,341,000 in 2000.

Net sales recorded by domestic operations totaled $75,199,000 during the
current quarter which were $7,845,000 or 12 percent higher than net sales of the
first quarter of the prior fiscal year. The domestic operations of the
Commercial Hydraulics segment recorded net sales which were 17 percent greater
than the first quarter of last year. Sales of the domestic Metal Forming segment
were nine percent less than the same quarter last year.

Net sales of foreign operations totaled $45,138,000 which were
$2,778,000 or five percent lower than the first quarter of last year adjusted
for changes in currency exchange rates. The foreign operations of the Commercial
Hydraulics segment reported shipments which were seven percent lower than the
first quarter of last year adjusted for the effects of currency exchange
differences. Sales of the Company's Building Systems segment located in Europe
were four percent lower on a parity-adjusted basis.

Consolidated gross profit of $27,817,000 was $825,000 or three percent
lower than the first quarter of fiscal 1999. Gross profit margins for the
current quarter declined compared with the first quarter of fiscal 1999
primarily reflecting the negative impact of reduced shipments by the Building
Systems segment due to severe winter weather in Western Europe and Russia which
more than offset margin improvements attained

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by the domestic operations.

During the quarter ended January 31, 1999, the Company recorded a
nonrecurring charge of $5,392,000 ($3,297,000 after taxes) to recognize costs
incurred in connection with initiatives to reorganize certain areas of the
business and reduce operating costs. The nonrecurring costs consist of: (i)
charges totaling $5.2 million in association with a voluntary early retirement
program and the separation of fixed support personnel at certain locations;
these actions reduced the Company's worldwide employment by a total of 70
employees, and (ii) charges totaling $0.2 million in connection with the
consolidation of certain operating facilities in the United States and Europe.
None of the costs relate to the write-down or write-off of inventory or fixed
assets of the affected businesses. Most of the indicated actions were completed
in the first quarter of fiscal 1999 with the remainder being completed during
the year. Of the total pre-tax charge of $5.4 million, approximately $4.4
million will be settled in the form of deferred payments over an extended period
of time.

Operating income of $5,863,000 in the current quarter was $1,053,000
lower than the same quarter last year excluding nonrecurring costs which
primarily reflects the reduced profitability of the Building Systems segment.
Operating income of the Commercial Hydraulics segment of $4,153,000 was 28
percent higher than the same quarter last year. The Building Systems segment
reported an operating loss of $232,000 during the current quarter. The Metal
Forming segment recorded operating income of $1,942,000 which was moderately
lower than operating income of the first quarter of last year.

The Company's operations are principally organized into three business
segments. A discussion of the results of operations for each segment is
indicated below.

- - Commercial Hydraulics
Three Months Ended
January 31,
-------------------------
2000 1999
-------- -------
(in thousands)

Net sales ......................................$ 85,371 $ 79,927
Operating income................................ 4,153 3,249
Percent to sales........................... 4.9% 4.1%

The Commercial Hydraulics segment accounted for 71 percent of the
Company's total sales and total operating income during the current quarter.
Revenues in this segment were $85,371,000 in the current quarter which is
$5,444,000 more than segment revenues recorded in the first quarter of the prior
year which reflects increased domestic customer demand in truck, refuse,
material handling, turf care and recreational marine equipment markets.
Excluding merger and strategic initiative expenses recorded in the first quarter
of 2000 the operating margin would have been 6.1 percent. The combined German
operations reported their best quarterly performance ever while results in the
United Kingdom were disappointing, reflecting continued erosion in the
industrial markets.

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- - Building Systems-
Three Months Ended
January 31,
--------------------------
2000 1999
-------- ------
(in thousands)

Net sales .................................... $ 2,012 $ 26,162
Operating income.............................. (232) 1,599
Percent to sales........................... (1.1)% 6.1%

The Building Systems segment accounted for 18 percent of the Company's
total sales. Revenues in this segment were $22,012,000 which is $4,150,000 less
than segment revenues of the first quarter of the prior year. An operating loss
of $232,000 was incurred in the current quarter which primarily reflects the
impact of severe winter weather conditions in western Europe and Russia which
adversely affected shipment levels. First quarter 1999 results, which
represented the highest operating income for a first quarter in ten years, also
included the shipment of two large and highly profitable but non-repeating
contracts.

- - Metal Forming

Three Months Ended
January 31,
-----------------------
2000 1999
-------- ------
(in thousands)

Net sales .................................... $ 12,954 $ 14,201
Operating income.............................. 1,942 2,068
Percent to sales........................... 15.0% 14.6%

Metal Forming accounted for 11 percent of the Company's sales and 33
percent of the total operating income during the current quarter. The operating
margin in the current quarter of 15 percent represented one of the highest
performances by a segment of the Company. The moderately lower levels of
revenues and operating income versus the same period in 1999 were the result of
a general downturn in customer demand from certain industries, including truck
equipment and distribution center markets. Offsetting the lower demand from such
segments were sales to new customers and new product introductions.

Nonoperating Income and Expense

During the first quarter of fiscal 2000, nonoperating expenses of
$1,296,000 were $1,275,000 lower than the same quarter last year. Included in
the current quarter is a gain of $593,000 on the sale of property in the United
States. Interest expense of $2,076,000 in the current quarter was $331,000 lower
than the prior year primarily due to lower average interest rates and lower debt
levels in the current quarter compared with the first quarter of fiscal 1999.
Foreign currency exchange and translation losses totaled $17,000 in the first
quarter of fiscal 2000 compared with a loss of $779,000 in the first quarter of
the prior year. Most of the prior year losses were attributable to operations in
Brazil where the local currency was severely devalued during the period.

The Company utilizes foreign currency forward contracts primarily to
hedge the principal and interest due on loans which are periodically made with
foreign subsidiaries. Deferred gains and losses from such hedging activities
were negligible at the end of the current quarter.

-12-

Taxes

The Company's effective income tax rate amounted to tax expense of 34.9
percent during the first quarter of fiscal 2000 and a tax benefit of 32.0
percent during the first quarter of the prior fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

The Company expects that sufficient financial resources, generated from
both internal and external sources, will be available during the upcoming year
to meet operating needs, to meet scheduled debt repayments, to fund capital
expenditure programs and to fund the repurchase of up to 1,000,000 of its common
stock if such repurchase occurs. Cash and cash equivalents declined by
$5,058,000 during the first three months of fiscal 2000 and totaled $21,988,000
at period end. Cash provided by operating activities during the current period
was $2,331,000 compared with cash used by operating activities of $861,000 in
the same period last year.

Cash used in investing activities was $2,945,000 in the first three
months of fiscal 2000 compared with $10,207,000 used in the first three months
of last year. Capital expenditures of $4,441,000 in the current period were
$5,766,000 less than capital expenditures for the same period last year.

Cash used by financing activities was $2,419,000 during the current
period compared with $6,227,000 during the prior year period. During the current
period net long-term debt totaling $876,000 was incurred and net short-term debt
under bank loan agreements of $1,347,000 was repaid.

On February 10, 1999, the Company reported that the Board of Directors
had authorized the repurchase of up to 1,000,000 shares of Commercial Intertech
common stock to be used for employee benefit plans and other corporate purposes.
Purchases will be made from time to time in the open market or in private
transactions at prevailing prices. No time limit was placed on the duration of
the repurchase program. The timing and extent of any purchases will depend upon
market conditions and other Company considerations and will be funded by
internally generated cash or through utilization of available credit. As of
February 25, 2000, the Company has not repurchased any of its common shares
under this program.

MARKET RISK

Information regarding market risk of the Company as of October 31, 1999
is presented under the caption "Market Risk" which is included in Item 7 of the
Company's annual report on Form 10-K for the year ended October 31, 1999. There
have been no material changes in the Company's exposure to market risk during
the three months ended January 31, 2000 as described therein.

BUSINESS OUTLOOK

Worldwide customer bookings were $151,392,000 during the current
quarter. Incoming customer orders for the Commercial Hydraulics segment totaled
$95,911,000 and were 19 percent greater than the first quarter of the prior
fiscal year on a currency adjusted basis. Incoming Commercial Hydraulics segment
orders in the U.S. for the current quarter exceeded the level of the comparable
period last year by 23 percent. The Building Systems segment logged customer
orders of $41,768,000 in the current quarter which was 64 percent greater than
the corresponding period of 1999 on a currency adjusted basis. Bookings of
$13,713,000 for the Metal Forming segment were seven percent higher than the
bookings of the first quarter of the prior year.

-13-

The worldwide backlog of unshipped orders amount to $177,592,000 at
January 31, 2000. The amount of unshipped orders is 19 percent higher than the
balance at the end of fiscal 1999 adjusted for foreign currency exchange rate
differences. At January 31, 2000, the worldwide backlog was $116,067,000,
$53,410,000 and $8,115,000 for the Commercial Hydraulics, Building Systems and
Metal Forming segments, respectively.

Current business conditions suggest the potential for growth in revenues
and income in fiscal 2000 for the Commercial Hydraulics and the Building Systems
segments. Orders for both businesses have been particularly strong with high
levels of demand from our domestic hydraulics customers in the truck,
construction, refuse and marine equipment industries. Bookings in the Buildings
Systems segment are extremely strong and, because of the added capacity
available at the new Czech Republic facility, we expect continuing improvements
in shipments and profits as the year unfolds. The fundamentals suggest that
Commercial Intertech is positioned for strong earnings potential in 2000.

Certain of the Company's overseas hydraulics operations in Germany and
the United Kingdom have performed far below acceptable levels in recent years
and strategic initiatives are being developed to deal aggressively with this
issue in fiscal 2000. Details of such initiatives have yet to be finalized.
However, actions associated with this effort, if approved, are expected to
result in significant cash and noncash charges in fiscal 2000 for employee
separations; relocation and consolidation of certain manufacturing operations
and administrative functions; project management expenses; employee recruitment
and training; product rationalization; the writeoff of certain assets made
redundant by the consolidation; lost operating efficiency during the transition
period; and other related costs and liabilities. Additional production equipment
will also be acquired and installed to support this effort. Benefits resulting
from implementation of the program are expected to be realized in periods
subsequent to fiscal 2000 and are expected to include increased manufacturing
efficiency, improved product quality, and lower operating costs. It is
anticipated that cash required to carry out this initiative will be available in
sufficient quantity from internal sources and existing credit facilities.

FORWARD-LOOKING INFORMATION

Forward-looking statements contained in this Form 10-Q government filing
are made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. Commercial Intertech Corp. has tried, wherever
possible, to identify these "forward looking" statements by using such words as
"anticipate," "believe," "estimate," "suggest," "expect" and similar
expressions. The Company cautions that a number of important factors could cause
the Company's actual results for 1999 and beyond to differ materially from those
expressed in any forward-looking statements made by or on behalf of the Company.
These important factors include, without limitation, demand for the Company's
products; competition by rival developers of hydraulic systems and building
systems and metal products; changes in technology; customer preferences; growth
in the hydraulic systems and building systems and metal products industries; and
general economic and business conditions. These important factors and other
factors which could affect the Company's results are detailed in the Company's
filings with the Securities and Exchange Commission and are included herein by
reference. The Company assumes no obligation to update the information in this
filing.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information regarding market risk of the Registrant is presented under
the caption "Market Risk" which is included in Item 2 of this report and is
incorporated herein by reference.

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PART II. OTHER INFORMATION

Item 2. Changes in Securities

The information with regard to the Shareholder Rights Plan which was
approved by the Company's Board of Directors on November 17, 1999 is
incorporated herein by reference to Note L to the consolidated financial
statements which is included in Part II, Item 8 of the Company's annual report
on Form 10-K for the year ended October 31, 1999.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

Exhibit 11 - Statement re: Computation of Per Share Earnings
is inapplicable and has been omitted. The
information with respect to the computation of
both basic and diluted earnings per share is
presented in Note E to the financial statements
included in Part I, Item 1.

Exhibit 27 - Financial Data Schedule (filed herewith)

(b) Reports on Form 8-K

The Registrant filed Form 8-K reports on November 19, 1999 and January
20, 2000 both of which reported information under Items 5 and 7
thereof. No financial statements were filed with such Form 8-K
reports.

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SIGNATURE

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

COMMERCIAL INTERTECH CORP.

Date February 25, 2000 By /s/ Steven J. Hewitt
---------------------------- ------------------------
Steven J. Hewitt
Senior Vice President and
Principal Financial Officer

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Commercial Intertech Corp.
Index To Exhibits Filed Herewith

Exhibit No. Description
- ----------- -----------

27 Financial Data Schedule

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