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United Industrial Reports Second Quarter Results

- Income from Continuing Ops Reaches $0.77 Per Share Versus $0.31 in Year-Ago Period -

HUNT VALLEY, Md., Aug. 6 -- United Industrial Corporation today reported its financial results for the second quarter of 2004. Revenue and income figures from continuing operations include the results of the Company's Defense and Energy segments. The Defense segment's product areas include Unmanned Systems, Test and Training Systems, Engineering and Maintenance Services, and Advanced Programs. The Energy segment includes Detroit Stoker Company, a wholly-owned subsidiary of the Company. Results from the Company's remaining Transportation operations are reported as discontinued operations.

Financial Results for the Second Quarter of 2004

For the second quarter ended June 30, 2004, income from continuing operations increased to $10.2 million, or $0.77 per diluted share, from $4.2 million, or $0.31 per diluted share, for the year-ago period. Net income for the second quarter of 2004 was $10.0 million, or $0.76 per diluted share, compared to net income in the year-ago period of $2.9 million, or $0.21 per diluted share. The increase in income from continuing operations was generally due to the recognition of a cumulative adjustment that resulted from the favorable resolution of technical risks and production efficiencies experienced on a certain Defense segment contract, as well as higher sales volume. The loss from the Company's discontinued transportation operations for the second quarter of 2004 of $0.2 million, or $0.01 per diluted share, primarily consisted of general and administrative expenses and costs related to exiting these operations.

Net sales from continuing operations increased 27.3% to $109.6 million primarily due to higher volume in the Defense segment.

Second Quarter Results By Operating Segment - Continuing Businesses

The Defense segment reported net sales in the second quarter of 2004 of $101.6 million, an increase of $23.1 million, or 29.5%, from the year-ago period. Pretax income from operations for the Defense segment was $14.5 million, an increase of $8.4 million, or 137.6%, from the year-ago period. The improvement in results was due to a cumulative adjustment to recognize the favorable resolution of technical risks and production efficiencies experienced on a certain contract and the higher sales volume. The results for the second quarter of 2004 include:

     Approximately $4.4 million of pretax income attributable to the
     cumulative adjustment to recognize the favorable resolution of
     technical risks and production efficiencies experienced on a certain
     Defense segment contract; and

     $1.2 million of additional pretax loss related to a particular fixed
     price development Defense segment contract that is now nearing
     completion.  The Company recorded a $0.9 million loss related to this
     contract during the second quarter of 2003.

In addition, approximately $0.9 million of award fee revenue and pretax income was recorded in the second quarter of 2004 compared to no such revenue and income during the like period in 2003. As announced on May 7, 2004, beginning in 2004, the Company is accruing anticipated award fees for its C-17 maintenance trainer program now that historical performance has provided a reasonable basis to estimate future revenue and income. Prior to 2004, the Company recorded such revenue and income for this program upon notification of the award evaluation.

The Energy segment reported revenues in the second quarter of 2004 of $8.0 million, an increase of $0.4 million, or 4.9%, from the year-ago period. Pretax income from operations for the Energy segment was $1.5 million, an increase of $0.7 million, or 81.9%, from the year-ago period. The year-ago period included $0.4 million of asbestos-related expenses. There were no asbestos-related expenses in the current year quarter.

Operating Highlights

Frederick M. Strader, President and Chief Executive Officer, said, "United Industrial reported an exceptional second quarter. While we benefited significantly from the favorable resolution of technical risks and production efficiencies experienced on a certain Defense segment contract, the underlying fundamentals of our business are strong. We continue to see excellent growth on our core Unmanned Aerial Vehicle ("UAV") program for the U.S. Army, complemented by the ongoing solid performance of our Joint Service Electronic Combat Systems Tester ("JSECST") and C-17 maintenance trainer programs. Funded backlog was $304.5 million at quarter-end, and we are pursuing a range of new opportunities, consistent with our strategy of focusing on the emerging needs of the U.S. Department of Defense and capitalizing on the competitive advantages of our niche defense technologies."

Mr. Strader continued, "Our UAV business -- including our Tactical Unmanned Aerial Vehicle ("TUAV") program for the U.S. Army -- continues to benefit from the increasing demand for UAVs and their valuable role in surveillance and reconnaissance activities. Within today's environment and recognizing the growing importance of mobility, flexibility and technology within twenty-first century warfare, we expect the prospects for our UAV business to remain very strong. During the quarter, we received the balance of funding of $52.0 million for the TUAV Fiscal Year 2004 Full Rate Production contract underway, including an additional system for the Army National Guard. We also received $12.9 million for on-going logistics support of deployed TUAV systems under the performance based logistics effort and an additional $6.4 million to provide upgraded equipment for the TUAV Schoolhouse at Ft. Huachuca, AZ. Based on the awards received this quarter, the funded backlog for our UAV product area reached $176.1 million at quarter-end.

"In Test and Training Systems, our results continue to be largely driven by the success of our JSECST program, which has a funded backlog of $36.5 million at quarter-end. In addition to the 96 core test sets that have been delivered to the U.S. Navy and U.S. Air Force under this program, 7 units have been delivered to Australia and 4 units to Switzerland. Contract deliveries are expected to extend through the fourth quarter of 2005, and will result in a total delivery of 324 core test sets.

"ESI, our growing engineering and maintenance services business, made significant progress in expanding its business base during the quarter as we continue to move forward with our flagship C-17 maintenance trainer program for the U.S. Air Force."

Discontinued Transportation Operations

The Company's discontinued transportation operations incurred a pretax loss of $0.3 million and a net loss of $0.2 million, or $0.01 per diluted share, for the second quarter of 2004 compared to a pretax loss of $2.0 million and a net loss of $1.3 million, or $0.09 per diluted share, for the second quarter of 2003. The decrease in the loss is primarily due to lower shutdown costs as the result of reduced activities.

At April 22, 2004, Electric Transit Inc. ("ETI"), a company owned 35% by AAI Corporation ("AAI"), a wholly-owned subsidiary of the Company, and 65% by Skoda a.s., a bankrupt Czech Republic company, and the San Francisco Municipal Railway ("MUNI") finalized an agreement, under which MUNI relieved ETI of its warranty, performance and related bonding obligations, as well as other obligations under its electric trolley bus contract with MUNI, except for the performance of a defined scope of work related to modifications of electric trolley bus hardware. AAI had previously agreed to indemnify the surety under ETI's bonding obligations and, as a result of ETI's agreement, AAI's further indemnification obligations were cancelled. In a related action, AAI also finalized in April 2004 a guaranty agreement with MUNI that assures performance of specific obligations of ETI arising under its agreement, required a $0.5 million cash payment to MUNI and provided other consideration, in exchange for a release from AAI's subcontractor warranty and all further obligations under AAI's subcontract with ETI.

The Company believes that its obligations related to these agreements have been adequately provided for within existing loss reserves. Moreover, the cash required to completely exit the discontinued transportation operations subsequent to June 30, 2004, including AAI's agreements with MUNI, is expected to be approximately $12.0 million through 2008 of which $6.0 million is expected to be expended during the last two quarters of 2004. No assurances can be given, however, as to the actual amount of the Company's liability to exit the discontinued transportation operations.

Financial Results for the Six Months Ended June 30, 2004

Net income for the six months ended June 30, 2004 was $14.2 million, or $1.06 per diluted share, including $14.8 million, or $1.11 per diluted share, of income from continuing operations, partially offset by a loss from discontinued operations of $0.6 million, or $0.05 per diluted share. This compares to net income for same period in 2003 of $3.6 million, or $0.26 per diluted share, including $5.8 million, or $0.43 per diluted share, of income from continuing operations, partially offset by a loss from discontinued operations of $2.2 million, or $0.17 per diluted share.

The $9.0 million increase in income from continuing operations for the six months ended June 30, 2004 compared to the same period in 2003 is primarily due to higher sales volume for the Defense segment and the recognition of a cumulative adjustment that resulted from the favorable resolution of technical risks and production efficiencies experienced on a certain Defense segment contract in the second quarter of 2004. In addition, $2.5 million of pretax award fee income was recorded for the Company's C-17 maintenance trainer program in the first half of 2004 compared to no such income during the corresponding period in the prior year. As discussed above, beginning in 2004, the Company is accruing anticipated award fees for this program.

Net sales from continuing operations for the six months ended June 30, 2004 increased $32.7 million, or 20.7%, to $191.2 million compared to the same period in 2003 primarily due to higher sales volume in the Defense segment.

The pretax loss from the Company's discontinued transportation operations for the first half of 2004 of $1.0 million decreased $2.5 million compared to the same period in 2003 primarily due to lower shutdown costs as the result of reduced activities.

Bookings and Funded Backlog

The Company secured $97.1 million of new awards during the second quarter of 2004, reflecting an increase of $47.9 million, or 97.6%, compared to the corresponding quarter in the prior year. For the six months ended June 30, 2004, the Company was awarded $172.6 million of new contracts, $58.3 million, or 51.0%, more than the same period in 2003. Funded backlog, defined as orders placed for which funds have been appropriated or purchase orders received, for the Company's continuing operations was $304.5 million at June 30, 2004, a decrease of $18.7 million, or 5.8%, from December 31, 2003. The decrease was generally due to the timing of certain contract awards in the Defense segment.

Stock Buy-Back Program

In November 2003, the Company's Board of Directors authorized the repurchase of up to $10.0 million of the Company's common stock. By the end of January 2004, the purchases under this plan were effectively completed and, on March 10, 2004, the Board extended the plan for one additional year and authorized the repurchase of an additional $10.0 million of the Company's common stock. During the second quarter of 2004, 168,400 shares were repurchased at an average cost of $19.87 per share. Since the inception of the program in November 2003, the Company has repurchased a total of 917,700 shares at an average cost of $18.00 per share, or $16.5 million.

Strategic Initiatives

In accordance with its previously disclosed strategic initiatives, the Company is exploring the sale of non-core assets, seeking to maximize efficiency, evaluating a recapitalization, and considering select acquisitions to grow its core defense businesses. Accordingly, in October 2003 the Company engaged Imperial Capital LLC to assist the Company in a potential sale of the Detroit Stoker energy segment. No assurances can be given regarding whether Detroit Stoker will be sold nor as to the timing or proceeds from any such sale. Additionally, the Company entered into an agreement on April 15, 2004 to sell undeveloped land adjacent to its headquarters for $8.0 million. Subject to certain closing conditions, closing is expected to occur no later than January 14, 2005.

United Industrial Corporation is a company focused on the design and production of defense, training and energy systems. Its products include unmanned aerial vehicles, training and simulation systems, automated aircraft test and maintenance equipment, and logistical/engineering services for government-owned equipment. The Company also manufactures combustion equipment for biomass and refuse fuels.

Use of Non-GAAP Measures

In addition to disclosing financial results that are determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"), management believes that providing Income from Continuing Operations Before Special Items, a non-GAAP measure, is meaningful to investors because it provides insight with respect to ongoing operating results of the Company. Special items include significant charges or credits that are important to understanding the Company's ongoing operations. The Company also discloses EBITDAP (earnings before interest, taxes, depreciation, amortization, and net pension expense), which is likewise a non-GAAP measure. In addition, the Company discloses Free Cash Flow, a non-GAAP measure, which equals net cash provided by operating activities less net cash used in acquiring property and equipment, net of retirements. The Company believes Free Cash Flow is used by some investors, analysts, lenders and other parties to measure the Company's performance over time. Management believes that providing this additional information is useful to understanding the Company's ability to meet capital expenditures and working capital requirements and to better assess and understand operating performance. Because the Company's methods for calculating such non-GAAP measures may differ from other companies' methods, such non-GAAP measures presented may not be comparable to similarly titled measures reported by other companies. Such measures are not recognized in accordance with GAAP and the Company does not intend for this information to be considered in isolation or as a substitute for GAAP measures. Reconciliations from non-GAAP reported measures described in this press release to GAAP reported results are provided in the financial tables attached to this document.

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               United Industrial Corporation & Subsidiaries
                     Consolidated Earnings Per Share
                               (Unaudited)

                                Three Months Ended       Six Months Ended
                                      June 30,                June 30,
                                 2004         2003         2004        2003
  Basic earnings per share:

    Income from continuing
     operations before
     special items              $0.79        $0.41        $1.12       $0.63
    Special items:
      Pension expense, net      (0.05)       (0.07)       (0.10)      (0.15)
      Asbestos-related expense     --        (0.02)          --       (0.03)
      Award fee income           0.05           --         0.12          --
    Income from continuing
     operations                  0.79         0.32         1.14        0.45
    Loss from discontinued
     operations                 (0.01)       (0.10)       (0.05)      (0.17)
       Net Income               $0.78        $0.22        $1.09       $0.27

      Weighted average number
       of basic shares
       outstanding         12,929,104   13,140,418   13,032,784  13,104,168

  Diluted earnings
   per share:

      Income from continuing
       operations before
       special items           $0.77         $0.40        $1.09       $0.60
     Special items:
       Pension expense, net    (0.04)        (0.07)       (0.10)      (0.14)
       Asbestos-related expense   --         (0.02)          --       (0.03)
       Award fee income         0.04            --         0.12          --
     Income from continuing
      operations                0.77          0.31         1.11        0.43
     Loss from discontinued
      operations               (0.01)        (0.09)       (0.05)      (0.17)
     Net Income                $0.76         $0.21        $1.06       $0.26

  Weighted average number
   of diluted shares
   outstanding             13,261,679   13,677,234   13,334,224  13,681,141

               United Industrial Corporation & Subsidiaries
                  Consolidated Statements of Operations
                          (Dollars in Thousands)
                               (Unaudited)

                                Three Months Ended      Six Months Ended
                                     June 30,               June 30,
                                   2004     2003        2004        2003

  Net sales                    $109,560  $86,037    $191,208    $158,479
  Cost of sales                  82,511   68,532     147,508     126,928

  Gross profit                   27,049   17,505      43,700      31,551
  Selling and administrative
   expenses                      11,074   10,601      20,571      21,852
  Asbestos litigation expense        --      425          --         667
  Other operating expenses - net     90       81         186         161
  Total operating income         15,885    6,398      22,943       8,871

  Non-operating income
   and (expense):
    Interest income                  66       32         130          40
    Other income                     --       64         123         136
    Interest expense                (13)      --         (26)        (24)
    Equity in net income of
     joint venture                   45        9          60           9
    Other expenses                  (31)     (17)        (35)        (33)
                                     67       88         252         128
  Income from continuing
   operations before
   income taxes                  15,952    6,486      23,195       8,999

  Provision for income taxes      5,734    2,292       8,360       3,167

  Income from continuing
   operations                    10,218    4,194      14,835       5,832
  Loss from discontinued
   operations, net of income
   tax benefit                     (190)  (1,286)       (665)    (2,260)

  Net income                     10,028    2,908      14,170       3,572

  Add (deduct) special items,
   net of tax:
    Pension expense, net            582      975       1,369       1,924
    Asbestos-related expense         --      276          --         434
    Award fee income               (614)      --      (1,596)         --
    Loss from discontinued
     operations                     190    1,286         665       2,260
  Net income before special
   items and discontinued
   operations                   $10,186   $5,445     $14,608      $8,190

               United Industrial Corporation & Subsidiaries
                       Results By Operating Segment
                          (Dollars in Thousands)
                               (Unaudited)

                                 Three Months Ended     Six Months Ended
                                      June 30,              June 30,
                                   2004     2003        2004        2003
  Net sales:

    Defense                    $101,561  $78,415    $176,367    $143,890
    Energy                        7,999    7,622      14,841      14,589
                               $109,560  $86,037    $191,208    $158,479

  Pretax income from continuing
   operations:

    Defense                     $14,536   $6,117     $21,215      $8,307
    Energy                        1,464      805       2,273       1,556
    Other                           (48)    (436)       (293)       (864)
                                $15,952   $6,486     $23,195      $8,999

  Bookings:

    Defense                     $88,489  $41,753    $155,633     $99,490
    Energy                        8,562    7,357      16,921      14,766
                                $97,051  $49,110    $172,554    $114,256

                                                       June 30,  Dec. 31,
                                                       2004       2003
  Funded backlog:

    Defense                                         $297,573    $318,307
    Energy                                             6,960       4,880
                                                    $304,533    $323,187

               United Industrial Corporation & Subsidiaries
                  Non-GAAP Results By Operating Segment
                          (Dollars in Thousands)
                               (Unaudited)

                                 Three Months Ended       Six Months Ended
                                      June 30,                June 30,
                                   2004     2003        2004        2003
  Non-GAAP income from
   continuing operations
   before tax - excluding
   special items:

   Defense                      $14,926   $7,752     $21,429     $11,537
   Energy                         1,026    1,095       1,710       1,952
   Other                            (48)    (436)       (293)       (864)
                                 15,904    8,411      22,846      12,625
  Add (deduct) special items:
    Defense:
      Pension expense            (1,334)  (1,635)     (2,669)     (3,230)
      Award fee income              944       --       2,455          --
    Energy:
      Pension income                438      135         563         271
      Asbestos-related expense       --     (425)         --        (667)
  GAAP income from continuing
   operations before tax        $15,952   $6,486     $23,195      $8,999

  EBITDAP (continuing
   operations):

    Defense                     $17,181   $8,549     $26,041     $12,956
    Energy                        1,108      766       1,866       1,486
    Other                           (56)     (47)         52          91
                                 18,233    9,268      27,959      14,533
  Add (deduct):
    Depreciation and
     amortization exp.           (1,438)  (1,314)     (2,762)     (2,591)
    Interest income, net             53       32         104          16
    Pension expense, net           (896)  (1,500)     (2,106)     (2,959)
    Provision for income taxes   (5,734)  (2,292)     (8,360)     (3,167)
  Income from continuing
   operations                   $10,218   $4,194     $14,835      $5,832

  Free cash flow:

    Cash provided by operating
     activities of continuing
     operations                 $ 7,267   $8,351     $15,608     $17,826
    Purchases of property
     and equipment               (2,821)  (1,853)     (3,482)     (3,101)
    Cash used in discontinued
     operations                  (1,803)  (6,846)     (1,219)    (11,405)

  Free cash flow                $ 2,643   $ (348)    $10,907      $3,320

                 United Industrial Corporation & Subsidiaries
                    Consolidated Condensed Balance Sheets
                            (Dollars in Thousands)

                                                 June 30,     December 31,
                                                   2004            2003
  ASSETS                                       (Unaudited)
  Current Assets
      Cash and cash equivalents                    $24,812        $24,138
      Trade receivables                             40,637         33,377
      Inventories
       Finished goods and work-in-process           29,887         15,902
       Materials and supplies                        1,082          1,066
                                                    30,969         16,968
      Deferred income taxes                          5,326          6,757
      Prepaid expenses and other current assets      4,436          2,660
      Assets of discontinued operations              4,763          5,089
          Total Current Assets                     110,943         88,989
   Deferred income taxes                            12,010         10,886
   Other assets                                      7,681          7,710
   Insurance receivable - asbestos litigation       20,256         20,317
   Property and equipment - less accumulated
    depreciation (2004-$92,023; 2003-$89,372)       23,047         22,216
                                                  $173,937       $150,118
  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current Liabilities
      Accounts payable                             $18,133        $10,117
      Accrued employee compensation and taxes       13,440         11,920
      Customer advances                              3,127          2,452
      Federal income taxes payable                   2,854             --
      Reserve for contract losses                    1,795          1,681
      Other current liabilities                     10,827          5,654
      Liabilities of discontinued operations        14,681         15,561
          Total Current Liabilities                 64,857         47,385
  Postretirement benefits other than pension
   and other long-term liabilities                  23,308         23,436
  Minimum pension liability                          8,824          6,755
  Reserve for asbestos litigation                   31,437         31,595
  Shareholders' Equity
      Preferred stock, par value $1.00 per share;
       authorized 1,000,000 shares; none issued
       and outstanding                                  --             --
      Common stock, par value $1.00 per share;
       authorized 30,000,000 shares; outstanding
       12,972,518 and 13,267,218 shares at
       June 30, 2004 and December 31, 2003,
       respectively (net of shares in treasury)     14,374         14,374
      Additional capital                            85,212         88,125
      Retained deficit                              (7,925)       (22,095)
      Treasury stock, at cost, 1,401,630 and
       1,106,930 shares at June 30, 2004 and
       December 31, 2003, respectively             (18,665)       (11,345)
      Accumulated other comprehensive loss         (27,485)       (28,112)
          Total Shareholders' Equity                45,511         40,947
                                                  $173,937       $150,118

                 United Industrial Corporation & Subsidiaries
               Consolidated Condensed Statements of Cash Flows
                            (Dollars in Thousands)
                                 (Unaudited)

                                                  Six Months Ended June 30,
                                                      2004           2003

  OPERATING ACTIVITIES:
  Net income                                       $14,170         $3,572
  Adjustments to reconcile net income to
   net cash provided by operating activities:
    Loss from discontinued operations,
     net of income tax benefit                         665          2,260
    Pension expense                                  1,923          2,765
    Income tax refund                                   --         16,822
    Depreciation and amortization                    2,762          2,591
    Deferred income taxes                              934           (594)
    Equity in net income of joint venture              (60)            (9)
    Changes in operating assets and liabilities:
     (Increase) decrease in trade receivables       (7,260)         2,364
     Increase in inventories                       (14,001)       (12,620)
     Increase in prepaid expenses and
      other current assets                          (1,776)        (1,026)
     Increase (decrease) in customer advances          675           (989)
     Increase in accounts payable, accruals
      and other current liabilities                 17,677          2,864
     Decrease (increase) in other assets - net          39           (128)
     Decrease in long-term liabilities                (140)           (46)

   Net cash provided by continuing operations       15,608         17,826
   Net cash used in discontinued operations         (1,219)       (11,405)
      Net cash provided by operating activities     14,389          6,421

  INVESTING ACTIVITIES:
  Purchase of property and equipment                (3,482)        (3,101)

  FINANCING ACTIVITIES:
  Proceeds from exercise of stock options            2,862          1,043
  Dividends paid                                    (2,609)        (2,614)
  Purchase of treasury shares                      (10,486)            --
      Net cash used in financing activities        (10,233)        (1,571)

  Increase in cash and cash equivalents                674          1,749
  Cash and cash equivalents at beginning of year    24,138          3,635
  Cash and cash equivalents at end of period       $24,812         $5,384