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MTS Reports Third Quarter Results and Confirms 2003 EPS Guidance

EDEN PRAIRIE, Minn., July 22 -- MTS Systems Corporation today reported net income of $5.7 million, or $0.27 per diluted share, for its third quarter ended June 28, 2003, compared to net income of $3.3 million, or $0.15 per diluted share, for the third quarter of fiscal 2002, on flat revenue. Cash and short-term investments increased $32.5 million in the quarter, driven by continued favorable working capital performance in addition to proceeds from the sale of discontinued operations.

(Logo: http://www.newscom.com/cgi-bin/prnh/20020430/MTSCLOGO )

"We delivered operating profit for the quarter in line with our expectations for the second half of the year, while further strengthening the balance sheet," said Sidney W. Emery, Jr., Chairman and CEO. "While orders were greater than anticipated, we see no significant near-term improvement in capital spending in our markets. We remain confident that MTS will deliver earnings per share in the high $0.80's to low $0.90's range for fiscal 2003."

Third quarter orders were slightly more than expected at $97.8 million, an increase of 5 percent compared to orders of $93.2 million for third quarter of fiscal 2002, with strength in Europe and Asia more than offsetting continued weakness in North America. Backlog increased approximately 14 percent in the quarter, from $148 million to $169 million.

Third quarter revenue was in line with expectations at $79.3 million, roughly flat with revenue of $79.7 million for third quarter of fiscal 2002.

Income before discontinued operations was $4.1 million, or $0.19 per diluted share, compared to income before discontinued operations of $3.4 million, or $0.16 per diluted share, for the third quarter of fiscal 2002. Associated with the third quarter sale of its Automation division, the Company recorded a gain on discontinued operations of $1.2 million, net of taxes, or $0.06 per share, in addition to $0.02 per share from operations of the discontinued businesses during the quarter.

  Segment Results

  Test Segment (Formerly "Mechanical Testing & Simulation" Segment):

Orders for the Test segment were $85.7 million for the third quarter, up 4 percent compared to orders of $82.8 million for third quarter of fiscal 2002, primarily due to strength in the international motorsports and aerospace markets. The automotive and infrastructure markets continue to experience weak demand. Backlog increased 15 percent, from $141 million to approximately $162 million. Third quarter revenue was $66.7 million, a decrease of 4 percent compared to $69.3 million for third quarter of fiscal 2002, primarily due to lower backlog at the beginning of the quarter and the timing of new bookings during the quarter. The gross margin rate for the Test segment was 36.6 percent, a decrease of 0.5 percentage points compared to 37.1 percent for third quarter of fiscal 2002, due to product mix. The segment reported $6.1 million in income from operations, unchanged compared to the third quarter of fiscal 2002, on a 4 percent decline in revenue.

Industrial Segment (formerly "Factory Automation" Segment):

Orders for the Industrial segment were $12.1 million for the third quarter, an increase of 16 percent compared to orders of $10.4 million for third quarter of fiscal 2002. Orders for the Sensors business increased in both North America and Europe due to customer inventory replenishment and sales into new markets. Backlog remained flat in the quarter at approximately $7 million. Revenue was $12.6 million for the quarter, an increase of 21 percent compared to revenue of $10.4 million for third quarter of fiscal 2002, driven by European sales in the Sensors business and stronger development revenues associated with the AeroMet business. The Industrial gross margin rate was 50.1 percent, unchanged from third quarter of fiscal 2002. Income from operations was $1.1 million compared to $0.6 million for third quarter of fiscal year 2002, driven by improved volume and reduced operating expenses.

Third Quarter Conference Call

A conference call will be held on Wednesday, July 23, at 9:00 a.m. CDT (10:00 a.m. EDT). Call +1-773-756-4703; state the Passcode "Third Quarter" and conference leader "Chip Emery". Telephone re-play will be available through 5:00 p.m. CDT, August 22, 2003. Call +1-402-530-8077 and state the Passcode "4006."

If you prefer to listen live over the Internet - please log on to the web at < http://www.mts.com/news/financial_news.htm > and click on the Vcall webcast image. The call will be archived through 5:00 p.m. CDT, August 22, 2003.

About MTS Systems Corporation

MTS Systems Corporation is a global supplier of integrated simulation solutions that help customers accelerate and improve their design, development, and manufacturing processes. MTS supplies products for determining the mechanical behavior of materials, products and structures -- including computer-based testing and simulation systems, modeling and testing software, and consulting services -- as well as products for automating manufacturing processes. MTS had 1,900 employees and revenue from continuing operations of $327 million for the fiscal year ended September 28, 2002. Additional information on MTS can be found on the worldwide web at http://www.mts.com/ .

This release contains "forward-looking statements" made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that are subject to certain risks and uncertainties, as well as assumptions, that could cause actual results to differ materially from historical results and those presently anticipated or projected. In addition to the factors discussed above, other important risk factors are delineated in the Company's SEC reports, including Form 10-K for the year ended September 28, 2002.

                           MTS SYSTEMS CORPORATION
                         Consolidated Balance Sheets
        (unaudited - in thousands of dollars, except per share data)

                                                 June 28,     September 28,
                                                   2003              2002
  ASSETS

  Current Assets:
    Cash and cash equivalents                    $99,034           $62,456
    Short-term investments                        46,696            35,094
    Accounts receivable, net of
     allowances for doubtful accounts             50,613            59,943
    Unbilled contracts and retainage
     receivable                                   27,215            32,276
    Inventories                                   31,503            34,773
    Prepaid expense                                4,658             5,380
    Current deferred tax asset                     8,739             8,739
    Other current assets                             940                19
    Assets of discontinued operations                  -            15,311
     Total current assets                        269,398           253,991

  Property and Equipment:
    Land                                           3,247             3,247
    Buildings and improvements                    47,276            44,723
    Machinery and equipment                       84,219            79,679
    Accumulated depreciation                     (77,773)          (70,765)
     Total property and equipment, net            56,969            56,884

  Goodwill                                         4,388             4,268
  Other assets                                     2,477             3,363
  Non-current deferred tax asset                   1,593             1,593
  Total Assets                                  $334,825          $320,099

  LIABILITIES AND SHAREHOLDERS'
   INVESTMENT

  Current Liabilities:
    Notes payable                                   $400              $598
    Current maturities of long-term debt           6,831             8,605
    Accounts payable                              13,562            13,137
    Accrued payroll-related costs                 31,365            26,112
    Advance payments from customers               43,962            37,209
    Accrued warranty costs                         5,036             4,482
    Accrued income taxes                           5,807            11,120
    Other accrued liabilities                     10,299             9,917
    Liabilities of discontinued operations             -             1,795
     Total current liabilities                   117,262           112,975

  Deferred income taxes                            1,881             1,519
  Long-term debt, less current
   maturities                                     36,044            42,790
  Other long-term liabilities                        926               550
  Total Liabilities                              156,113           157,834

  Shareholders' Investment:
    Common stock, $.25 par; 64,000,000
     shares authorized: 21,172,000 and
     21,208,000 shares issued and outstanding      5,293             5,302
    Additional paid-in capital                     8,589             9,770
    Retained earnings                            158,245           146,857
    Accumulated other comprehensive income         6,585               336
     Total shareholders' investment              178,712           162,265

  Total Liabilities and Shareholders'
   Investment                                   $334,825          $320,099

                           MTS SYSTEMS CORPORATION
                      Consolidated Statements of Income
         (unaudited - in thousands of dollars, except per share data)

                                     Three Months Ended   Nine Months Ended
                                      June 28, June 30,  June 28,  June 30,
                                         2003     2002      2003      2002

  Revenue                              $79,312  $79,695  $256,987  $243,958
  Cost of sales                         48,573   48,872   161,622   150,069
    Gross profit                        30,739   30,823    95,365    93,889

  Operating expenses:
    Selling                             12,951   12,611    39,303    38,779
    General and administrative           6,637    7,988    20,078    19,895
    Research and development             3,986    3,540    11,609    12,113
     Total operating expenses           23,574   24,139    70,990    70,787

  Income from operations                 7,165    6,684    24,375    23,102

  Interest expense                         811      969     2,804     3,071
  Interest income                         (660)    (224)   (1,764)     (529)
  Gain on sale of investments                -        -         -    (2,630)
  Other expense (income), net              917      898      (795)     (800)

  Income before income taxes,
   discontinued operations, and
   cumulative effect of accounting
   change                                6,097    5,041    24,130    23,990
  Provision for income tax               2,012    1,620     7,963     7,912
  Income before discontinued
   operations and cumulative effect
   of accounting change                  4,085    3,421    16,167    16,078

  Discontinued operations:
    Income (loss) from discontinued
     operations, net of tax                419     (162)      199    (3,943)
    Gain (loss) on sale of discontinued
     businesses, net of tax              1,225        -    (1,177)        -
    Cumulative effect of accounting
     change, net of tax                      -        -         -    (9,198)
      Income (loss) from discontinued
       operations, net of tax            1,644     (162)     (978)  (13,141)

  Income before cumulative effect of
   accounting change on continuing
   operations                            5,729    3,259    15,189     2,937
  Cumulative effect of accounting
   change on continuing operations,
   net of tax                                -        -         -    (4,523)
    Net income (loss)                   $5,729   $3,259   $15,189   $(1,586)

  Earnings (loss) per share:
    Basic-
     Income before discontinued
      operations and cumulative
      effect of accounting change        $0.19    $0.16     $0.77     $0.76
     Discontinued operations:
      Income (loss) from discontinued
       operations, net of tax             0.02    (0.01)     0.01     (0.19)
      Gain (loss) on sale of discontinued
       businesses, net of tax             0.06     0.00     (0.06)     0.00
      Cumulative effect of accounting
       change, net of tax                 0.00     0.00      0.00     (0.44)
       Income (loss) from discontinued
        operations, net of tax            0.08    (0.01)    (0.05)    (0.63)
     Income before cumulative effect of
      accounting change on continuing
      operations                          0.27     0.15      0.72      0.13
     Cumulative effect of accounting
      change, net of tax                  0.00     0.00      0.00     (0.21)
     Earnings (loss) per share           $0.27    $0.15     $0.72    $(0.08)
     Weighted average number of common
      shares outstanding - basic        21,049   21,123    21,098    21,069

    Diluted-
     Income before discontinued
      operations and cumulative
      effect of accounting change        $0.19    $0.16     $0.76     $0.75
     Discontinued operations:
      Income (loss) from discontinued
       operations, net of tax             0.02    (0.01)     0.01     (0.18)
      Gain (loss) on sale of discontinued
       businesses, net of tax             0.06     0.00     (0.06)     0.00
      Cumulative effect of accounting
       change, net of taxes               0.00     0.00      0.00     (0.43)
        Income (loss) from discontinued
         operations, net of tax           0.08    (0.01)    (0.05)    (0.61)
     Income before cumulative effect of
      accounting change on continuing
      operations                          0.27     0.15      0.71      0.14
     Cumulative effect of accounting
      change, net of tax                  0.00     0.00      0.00     (0.21)
     Earnings (loss) per share           $0.27    $0.15     $0.71    $(0.07)
     Weighted average number of common
      shares outstanding - diluted      21,433   21,411    21,397    21,381
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