Goldman Sachs Industrials & Materials Conference

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2020

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#1Goldman Sachs Industrials & Materials Conference Mark Aslett President and CEO Michael Ruppert Executive Vice President and CFO May 15, 2020 mercury systems. © 2020 Mercury Systems, Inc. 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 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 epidemics and pandemics such as COVID, 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 industrial security and cybersecurity 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 are discussed in the Company's filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended June 30, 2019, and as updated by the Company's Current Report on Form 8-K filed on April 28, 2020. 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. © 2020 Mercury Systems, Inc. 2#3• Make commercial technology profoundly more accessible ● • Provide all trusted and secure computers for A&D ● Pioneering a next-generation defense electronics company... Unique business model at the intersection of high-tech and Defense ● ● Deployed on 300+ programs - serving defense Prime contractor outsourcing needs FY14 - FY19 CAGR: 26% Revenue; ~10% Organic - 34% GAAP Net Income* - - 46% Adj. EBITDA - 29% Backlog Defense industry's highest Glassdoor employee ratings** THE GOODAL 00.0005 ...to address the industry's challenges and opportunities © 2020 Mercury Systems, Inc. * GAAP Net Income CAGR FY15-FY19 ** Source: Capital Alpha Partners, "Glassdoor Data & Defense: Not Much Change Over the Past Year", August 21, 2018 3#4Investment highlights Spent $1.3B since fiscal 2014 creating a unique business and model for A&D industry ● ● Innovative growth company at the intersection of high-tech and defense Focused on large, growing and well-funded addressable markets. - Proven transformational business model for A&D industry - R&D levels 4-5x industry average as percent of revenue Reusable, trusted and secure mission-critical technologies for speed, reduced risk and affordability Industry-leading secure computing subsystems developed by a highly cleared workforce Developed and produced in trusted facilities with a trusted supply chain. Destination employer and acquirer of choice - - Low-risk content expansion strategies delivering above-average organic revenue CAGR Upward vertical expansion for outsourced Tier 2 subsystems driving large dollar content increases Horizontal adjacent market expansion into other platforms and programs with similar needs Unique chip-scale innovation driving future highest-margin content expansion - - - Successful M&A strategy targeting new capabilities and market expansion In-house deal origination, M&A execution and acquisition integration Full integration drives substantial cost and revenue synergies over time Multiple M&A themes ongoing Scalable business platform - - - Our financial performance in top 5% of similarly sized public companies © 2020 Mercury Systems, Inc. 4#5Mercury's financial profile demonstrates our unique strategy # of Companies 1,140 405 137 30 ● ALL NYSE AND NASDAQ U.S. LISTED COMPANIES WITH MARKET CAPITALIZATION BETWEEN $1B - $7B ● LTM EBITDA Margin >20% Revenue CAGR >10% 5-Year LTM Revenue Growth >20% TIER 2 DEFENSE INDEX MEDIAN 16% 4% 7% mercury systems. 22% Margin 28% Growth Notes: LTM figures for Mercury are based on the trailing four fiscal quarters using information reported in Mercury's Form 10-Ks, Form 10-Qs and/or most recent earnings release. All other data per FactSet as of May 1, 2020. 5-year CAGR for market participants calculated per FactSet for the trailing four fiscal quarters available as of May 1, 2020 and the comparable historical period. Mercury 5-year CAGR calculated as the trailing four fiscal quarters ending fiscal Q3 FY20 compared to the trailing four fiscal quarters ending fiscal Q3 FY15. Financials represent reported results and are not adjusted for acquisitions or divestitures. TIER 2 DEFENSE INDEX: AAR, Aerojet Rocketdyne, AeroVironment, AXON Enterprise, Ball Corporation, BWX Technologies, Comtech Telecommunications Corp, Cubic, Curtiss-Wright, Ducommun, Elbit Systems, FLIR Systems, HEICO, Hexcel, Honeywell Intl, Kaman, Kratos Defense & Security Solutions, L3Harris Technologies, Maxar, Moog, Oshkosh, OSI Systems, Teledyne Technologies, Textron, TransDigm Group, Triumph Group, ViaSat, Woodward, Inc.. © 2020 Mercury Systems, Inc. 20% Growth LO 5#6Strategy delivering above-average growth and profitability 1 2 3 4 5 © 2020 Mercury Systems, Inc. Invest to grow organically Invest in our people, processes, systems and trusted manufacturing assets to support continued organic growth Expand capabilities, market access and penetration through M&A Create value through disciplined M&A and full acquisition integration to drive cost and revenue synergies Invest in trusted, secure innovations that matter Commercially develop leading-edge technologies, customized for Aerospace and Defense applications, through above-industry investment in R&D Continuously improve operational capability and scalability Deploy Mercury Operating System to drive transformational and sustainable business improvements and value creation across the enterprise Attract and retain the right talent Support and promote our culture and values to attract, retain and engage the right talent 6#7● Acquisitions initially transformed Mercury into a... ● Acquired capabilities significantly expanded addressable market Moved up the value chain Model facilitates greater customer outsourcing ● • Accelerates customer supply chain transformation Disintermediate traditional product-level competitors Low-risk, content expansion organic growth strategy • Future M&A opportunities Sensor Processing © 2020 Mercury Systems, Inc. ATHENA Delta Microwave THE ATHENA GROUD MICRONETICS NX syntonic T ECHOTEK CORP ECHOTEK CORP. Microsemi DOKOR ELECTRONICS Represents carve-out acquisition from Microsemi Corp. Sensor Processing ((•)) Sensor Processing Open Middleware Security Displays Rugged Embedded Comp Storage Sensor Interface Digitization RF ...Tier 2 provider of pre-integrated sensor processing subsystems 7#8Our overarching strategy however is to provide all types... Platform & Mission Management BradaD Avionics/Vetronics Certification Security Displays Mission Computer Safety Network Management Video Switching PNT/APNT C31 © 2020 Mercury Systems, Inc. M C2/Comms Software integration Security Displays Mission Computer Storage Network Management Comms/Datalink Rugged Servers Sensor Processing Sensor Processing Open Middleware Security Displays Rugged Embedded Comp Storage Sensor Interface Digitization RF ...of processing subsystems requiring trusted, secure computing 8#9Our goal is to also uniquely replicate our sensor... Sensor Processing © 2020 Mercury Systems, Inc. Sensor Processing Open Middleware Security Displays Rugged Embedded Comp Storage Sensor Interface Digitization RF Trusted and Secure Solutions Chip-Scale Application-Specific Customization Communications Electronic Warfare ...processing subsystem integration strategy at chip scale Radar Signal Intelligence 9#10This game-changing capability will enable new applications... New Modular IP Library Enables Rapid Affordable Customization Open systems at chip scale allows unprecedented configurability and flexibility Chiplets Best-of-breed Ecosystem from Multiple Vendors PROCESSORS FPGAs GPUS CPUs + I/O © 2020 Mercury Systems, Inc. Memory RF/Digitization 7 Other Trusted and Secure Solutions Application-Specific Customization Communications Electronic Warfare Radar Signal Intelligence ...and an additional dimension of highest-margin future growth 10

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