#14th Quarter and Full Fiscal Year 2019 Financial Results & American Panel Corporation Acquisition Overview Mark Aslett President and CEO Michael Ruppert Executive Vice President and CFO July 30, 2019, 5:00 pm ET © 2019 Mercury Systems, Inc. Conference call: Dial (877) 303-6977 in the USA and Canada, (760) 298-5079 in all other countries Webcast login at www.mrcy.com/investor Webcast replay available by 7:00 p.m. ET July 30, 2019 D mercury systems. + INNOVATION THAT MATTERSⓇ#2Forward-looking safe harbor statement This presentation contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the acquisition described herein and to fiscal 2020 business performance and beyond and the Company's plans for growth and improvement in profitability and cash flow. You can identify these statements by the use of the words "may," "will," "could," "should," "would," "plans," "expects," "anticipates," "continue," “estimate," "project," "intend," "likely," "forecast," "probable," "potential," and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, continued funding of defense programs, the timing and amounts of such funding, general economic and business conditions, including unforeseen weakness in the Company's markets, effects of any U.S. Federal government shutdown or extended continuing resolution, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, changes in, or in the U.S. Government's interpretation of, federal export control or procurement rules and regulations, market acceptance of the Company's products, shortages in components, production delays or unanticipated expenses due to performance quality issues with outsourced components, inability to fully realize the expected benefits from acquisitions and restructurings, or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, increases in interest rates, changes to cyber-security regulations and requirements, changes in tax rates or tax regulations, changes to interest rate swaps or other cash flow hedging arrangements, changes to generally accepted accounting principles, difficulties in retaining key employees and customers, unanticipated costs under fixed-price service and system integration engagements, and various other factors beyond our control. These risks and uncertainties also include such additional risk factors as discussed in the Company's fili with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended June 30, 2018. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update any forward- looking statement to reflect events or circumstances after the date on which such statement is made. Use of Non-GAAP (Generally Accepted Accounting Principles) Financial Measures In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides adjusted EBITDA, adjusted income, adjusted EPS, free cash flow, organic revenue and acquired revenue which are non-GAAP financial measures. Adjusted EBITDA, adjusted income, and adjusted EPS exclude certain non-cash and other specified charges. The Company believes these non-GAAP financial measures are useful to help investors better understand its past financial performance and prospects for the future. However, these non-GAAP measures should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. Management believes these non-GAAP measures assist in providing a more complete understanding of the Company's underlying operational results and trends, and management uses these measures along with the corresponding GAAP financial measures to manage the Company's business, to evaluate its performance compared to prior periods and the marketplace, and to establish operational goals. A reconciliation of GAAP to non-GAAP financial results discussed in this presentation is contained in the Appendix hereto. © 2019 Mercury Systems, Inc. 2#3#4#5Successful M&A and integration strategy ● ● ● Including APC, completed 5 acquisitions in the last 12 months for $228M (1) Deployed ~$800M for 11 acquisitions over last 5 years (¹ 5-year 26% revenue and 46% adj. EBITDA CAGR FY14-FY19 Strategy for continued long-term shareholder value creation: Adj. EBITDA margins greater than 20% High single-digit, low double-digit organic revenue growth Targeting 20% total company annual revenue growth including acquisitions - Multiple simultaneous M&A themes in C41 Increase secure rugged server business for C21 Expand mission computing and avionics processing business - Notes: (1) Includes the acquisition of American Panel Corporation that is expected to close at the end of Q1 FY20. © 2019 Mercury Systems, Inc. 5#6Agreement to acquire American Panel Corporation (APC) • Leader in rugged flat panel display solutions for aerospace and defense Complements existing safety-certifiable avionics processing capabilities ● Deployed on wide range of next-generation platforms, including Apache attack helicopter, M1A2 Abrams battle tank, F-35, F-15, F-16 and F-18 fighter jets $100M purchase price"); funded with cash on hand - - ~11x gross purchase multiple of estimated next twelve months adj. EBITDAⓇ ~10x purchase multiple net of expected tax benefits (3) Combined with CES, RTL, GECO, will create ~$100M avionics systems business (4) • Will enable Mercury to compete for larger avionics opportunities, play larger role in military digital convergence and supply chain delayering Acquisition expected to close in Q1 FY20 ● - Notes: (1) Subject to net working capital and net debt adjustments. (2) Adjusted for estimated costs required to operate the business as a standalone entity. (3) Pending acquisition of APC is expected to be treated as an asset purchase for tax purposes, resulting in ~$12M in net present value of tax benefits. (4) Pro forma for a full year of ownership of APC and GECO. © 2019 Mercury Systems, Inc. (2) 6#7#8#9#10#11#12#13#14#15#16#17#18#19#20#21