Exhibit D

MTS SYSTEMS CORPORATION

Reconciliation of EBITDA and Adjusted EBITDA to Net Income

(unaudited - in thousands)

Three Months Ended

Nine Months Ended

June 29, 2019

June 30, 2018

June 29, 2019

June 30, 2018

Net income

$

13,585

$

8,979

$

38,246

$

50,568

Net income margin

5.9

%

4.6

%

5.7

%

8.7

%

Income tax provision (benefit)

2,605

1,066

6,217

(20,877)

Interest expense, net

6,687

6,249

20,873

19,761

Depreciation and amortization

9,685

8,510

28,153

25,858

EBITDA ¹

32,562

24,804

93,489

75,310

Stock-based compensation

2,609

2,088

7,298

5,378

Restructuring expenses ²

—

890

130

1,498

Acquisition-related expenses ³

29

—

955

—

Acquisition inventory fair value adjustment

157

—

1,141

—

Adjusted EBITDA ¹

$

35,357

$

27,782

$

103,013

$

82,186

Adjusted EBITDA margin ^1,4

15.2

%

14.3

%

15.4

%

14.2

%

¹

Denotes non-GAAP financial measure.

²

  Restructuring expenses were adjusted to exclude stock-based compensation forfeitures that are otherwise included in the stock-based compensation line.

³

Acquisition-related expenses were adjusted to exclude stock-based compensation that is otherwise included in the stock-based compensation line.

⁴

  Adjusted EBITDA was divided by revenue when calculating the Adjusted EBITDA margin.