Second Quarter 2009 vs. 2008 Highlights – Continuing Operations

— EBIT dollars increased 34.5% to $18.4 million.

— EBIT as a% age of sales increased to 11.9% from 10.2%.

— EPS increased 60% to $0.40 per share from $0.25 per share.

— Net debt outstanding was $181.7 million at March 31, 2009 reflecting a leverage ratio of 1.99x, well below the credit facility covenant of 3.5x.

— Entered orders were $156.7 million with a book-to-bill ratio of 102%.

— Firm orders of Aclara RF AMI products with PG&E gas were about $25 million (bringing total gas product orders to over 3 million units to date) and with New York City Water were about $16 million.

Chairman’s Commentary

Vic Richey, chairman and chief executive officer, commented, I am very pleased with the significant growth reflected in our second quarter operating results, especially in this challenging global economy. Additionally, I remain cautiously optimistic about the balance of the year based on our growth in sales and earnings year-to-date, our strong backlog in place today, and our expected orders for the balance of the year.”

Through regular and detailed planning meetings with our Management teams, we continue to maintain a high degree of visibility and confidence surrounding the balance of the fiscal year. But given the uncertainties of today’s macro environment, we are taking a more conservative posture as we address our expected outlook for 2009. As a result of the current cycle, we are adjusting our total year expectations to reflect a modest level of uncertainty, which I would characterize as a reflection of our conservative planning approach.”

In spite of today’s economy, we continue to see meaningful opportunities developing across the businesses which we believe can help shield our downside risks. To help weather this storm, we will adhere to our strict cost management disciplines as we work our way through this cycle and demonstrate our resiliency.”

While aggressively managing our operating costs, we will maintain our focus on creating significant growth opportunities. To ensure future growth, we have maintained our R&D and engineering expenditures, primarily directed toward new product development initiatives in the AMI and Smart Grid area, along with a significant amount of new Space program opportunities. I am confident that our new products currently being introduced will position us well for the future.”

In closing, we are making meaningful progress at PG&E on the gas AMI project, along with the New York City Water and Idaho Power AMI contracts.

Sales

As stated earlier the prior year sales amount included $20.5 million of revenues recognized that had previously been deferred from prior periods related to PG&E / TNG revenue recognition. YTD sales raised 21% excluding the 2008 TNG revenue recognized.

Utility Solutions Group (USG) sales in 2009 raised 27.4% for the second quarter and 18.8% for the first six months compared to the second quarter and first six months of 2008, correspondingly. Absent the TNG sales deferral in 2008, YTD sales raised 37.1% from the previous year. USG sales increases in 2009 were mainly driven by considerably higher deliveries of fixed network RF AMI products to PG&E (gas) and continued increases in water AMI product deliveries. In addition to this having Doble for six months of 2009 against four months in 2008 contributed an additional $13 million of YTD sales.

Test sales in 2009 increased slightly in the second quarter and are up 5.6% YTD, primarily due to an increase in large chamber deliveries to the global wireless and electronics end-markets.

Filtration sales in 2009 decreased slightly in the second quarter and YTD as sales increases in the defense aerospace and space product lines were counterbalanced by lower commercial aerospace product deliveries.

Earnings Before Interest and Taxes (EBIT)

On a section basis, items that impacted EBIT dollars and EBIT as percentage of sales during the second quarter and year to date (YTD) periods of fiscal 2009 included the following:

In the USG segment, EBIT for the 2009 second quarter was $16.1 million (17.2% of sales) compared to $11.2 million (15.2% of sales) in the year-ago quarter. The $4.9 million increase in EBIT dollars was driven by the major sales raise of RF AMI products noted above. The raise in USG’s 2009 YTD EBIT was mitigated by the $8.5 million of EBIT related with the TNG revenue recognized in 2008. The RF AMI business contributed the largest increase to EBIT during the first six months of 2009.

In the Test segment, EBIT dollars and EBIT margins were considerably higher in 2009 due to the sales increases in 2009, favorable changes in sales mix, and rigorous cost controls.

In the filtration segment, EBIT dollars and EBIT margins declined in 2009 because of lower sales of high margin commercial aerospace products, an raise in research and development costs, and higher bid and proposal costs incurred related to the pursuit of a major number of Space related projects.

Corporate operating costs were higher in 2009 due to higher amortization expenses related to recent acquisitions that included identifiable intangible assets.

Effective Tax Rate

The effective tax rate from continuing operations in the second quarter of 2009 was 36.1% compared to 37.4% in the year-ago quarter. The 2009 second quarter tax rate was consistent with ESCO Technologies guidance provided in February 2009. The 2009 YTD rate was 34.1% compared to 37.6% and was favorably impacted by congress’ extension of the research tax credit during the 2009 first quarter.

New Orders

New orders received were $156.7 million and $296.2 million in the 2009 second quarter and YTD periods, correspondingly, compared to $162.5 million and $293.2 million in the comparable periods of 2008. Backlog at March 31, 2009 was $260.8 million.

Orders from PG&E for AMI gas products in the 2009 second quarter were $24.3 million, bringing the total gas project-to-date to over three million units, or $175 million. The entire PG&E project-to-date (gas and electric) represents 3.7 million units, worth about $225 million.

Cumulative orders-to-date for the $68.3 million New York City Water AMI project were $20.9 million, and orders-to-date for the $25 million Idaho power AMI project were $6.2 million.

Aclara RF Facility Relocation

Due to its major sales growth, Aclara RF Systems Inc. (formerly Hexagram, Inc.) is in the process of relocating its operations from three existing leased facilities, to a single, newer, more efficient leased facility in the greater Cleveland area. As a result, about $2 million in pretax nonrecurring exit and relocation costs are anticipated to be incurred during the second half of fiscal 2009 in the Utility Solutions Group, primarily related to the noncash write-off of leasehold improvements, vacant facility charges, and moving costs.

Comtrak Technologies LLC

As previously disclosed, Management had intended to exit this business, and during March 2009, the assets of Comtrak were sold for $3.4 million and its results of operations are included in discontinued operations.

Revenues and Earnings Per Share – 2009

Based on management’s existing expectations along with the sale of Comtrak, ESCO Technologies is revising its outlook for fiscal 2009 as follows:

— Revenues of about $650 million;

— EPS – GAAP Basis of between $1.90 and $2 (including $0.05 per share of expenses related to the Aclara RF facility relocation charge noted above); and,

— EPS – Adjusted Basis of between $2.32 and $2.42 per share.

— EPS – Adjusted Basis excludes about $0.42 per share of costs related to TWACS NG software amortization, purchase accounting intangible asset amortization related to ESCO Technologies recent acquisitions, and Doble’s purchase accounting inventory step-up.