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       50 Minuteman Road, Andover, Massachusetts  01810  U.S.A.  |  +1-(978)-256-1300  |  www.mrcy.com   |  twitter: @MRCY                February 14, 2024    Via EDGAR   Division of Corporation Finance  U.S. Securities and Exchange Commission  100 F Street, N.E.  Washington, D.C. 20549  Attention:  Claire Erlanger    Office of Manufacturing    Re: Mercury Systems, Inc.  Form 10-K for the Year Ended June 30, 2023  Filed August 15, 2023  File No. 001-41194    Dear Ms. Erlanger:    This letter is submitted by Mercury Systems, Inc. (the “Company,” “Mercury” or “we”) in response to the comments from  the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the  “Commission”) as set forth in your letter dated February 1, 2024 (the “Comment Letter”) to David E. Farnsworth   regarding the Company’s Form 10-K for the year ended June 30, 2023, File No. 001-41194.  For ease of reference, the  text of your comments contained in the Comment Letter are printed below in bold and are followed by the Company’s  responses.  Form 10-K for the year ended June 30, 2023  Notes to Consolidated Financial Statements  Note B. Summary of Significant Accounting Policies  Revenue Recognition, page 55  1. We note that for over time contracts, you typically leverage the input method, using a cost-to-cost  measure of progress. Changes in estimates are applied retrospectively and when adjustments in  estimated contract costs are identified, such revisions may result in current period adjustments to  earnings applicable to performance in prior periods. Please revise future filings to disclose the  change in contract estimates that impacted operating profits for each year presented pursuant to  ASC 250-10-50-4. Also, please revise your disclosure in MD&A to provide the gross amount of  favorable and unfavorable adjustments to contract estimates to complete for each period presented.  To the extent material, please revise your disclosure to address such circumstances, accompanied  by an appropriate level of analysis of the underlying reasons for the significant changes. We believe  such disclosure will give investors more insight to the estimation process associated with your  contracts, as discussed in “Critical Accounting Estimates,” and the separate potential impacts on

     50 Minuteman Road, Andover, Massachusetts  01810  U.S.A.  |  +1-(978)-256-1300  |  www.mrcy.com   |  twitter: @MRCY      your results. As part of your response, please provide us with a copy of your intended revised  disclosure.    Mercury Response to Comment 1:   We acknowledge the Staff’s comment and propose to include disclosure of the change in contract estimates that impacted  operating profits for each year presented pursuant to ASC 250-10-50-4 as well as the gross amount of favorable and  unfavorable adjustments to contract estimates within our MD&A.  Below is an example of what we intend to disclose in future filings which includes the additional quantifying factors  which contribute to material changes for the discussion on the Results of Operations using our Form 10-K for the Fiscal  Year Ended June 30, 2023.    Note B. Summary of Significant Accounting Policies  Revenue Recognition, page 55    Changes in estimates are applied retrospectively and when adjustments in estimated contract costs are identified, such revisions  may result in current period adjustments to earnings applicable to performance in prior periods. The aggregate effects of these favorable  and unfavorable changes across the Company’s portfolio of programs can have a significant effect upon its reported (Loss) income from  operations, Net (loss) income and Diluted net (loss) earnings per share in each of the reporting periods. The net impact of changes in  estimates had the following impact on the Company’s operating results:       MD&A. Results of Operations, page 35    Gross margin was 32.5% for fiscal 2023, a decrease of 750 basis points from the 40.0% gross margin achieved during fiscal  2022. This was primarily driven by approximately $56.3 million of net impact as a result of changes in estimates from technical and  execution challenges especially as related to approximately 20 programs, primarily development in nature.   We had the following aggregate effects of favorable and unfavorable margin impacts as a result of changes in estimates across  our portfolio for the periods presented:     The changes in estimates are assessed based on historical results and cumulative adjustments are recorded to recognize revenue  to date based on changes in estimated margin on programs, factored for potential risks and opportunities. We utilize the latest and best  information available when revising our estimates and apply consistent judgement across the full portfolio of programs.   (In thousands, except per share data) Fiscal 2023 Fiscal 2022 Fiscal 2021 (Loss) income from operations  $          (56,266)  $          (14,069)  $            (2,586) Net (loss) income (1) (44,450)$           (11,114)$           (2,043)$              Diluted net (loss) earnings per share  $              (0.79)  $              (0.20)  $              (0.04) Diluted Shares 56,554              55,901              55,474               (1) Statutory rate of 21% (in millions) Fiscal 2023 Fiscal 2022 Gross favorable  $                12.3  $                14.6  Gross unfavorable (68.6)                 (28.7)                  Net impact of change in estimates  $              (56.3)  $              (14.1)

     50 Minuteman Road, Andover, Massachusetts  01810  U.S.A.  |  +1-(978)-256-1300  |  www.mrcy.com   |  twitter: @MRCY      In addition, gross margin decreased due to a greater proportion of development programs as compared to the prior period.  Development programs carry lower average gross margins as compared to production programs. These programs warrant higher  engineering labor for customized development, production and service activities. The nature of these efforts results in lower margin  content but serve as pre-cursors to higher margin production awards.  Contract Assets, page 57  2. We note your disclosure that the contract asset balance increased due to growth in revenue  recognized under contracts, as well as the timing of program milestone billings during the  fiscal year ended June 30, 2023. Please revise future filings to quantify each of the significant  changes in the balance. Also, disclose the nature and status of amounts representing claims or other  similar items subject to uncertainty concerning their determination or ultimate realization, and any  amounts that are expected to be billed/collected after one year. See guidance in ASC 606-10-50-10  and Rule 5-02(3)(c) of Regulation S-X.    Mercury Response to Comment 2:  We acknowledge the Staff’s comment and propose to revise our disclosure to quantify each of the significant changes in  contract asset balances in each of our future filings.  Below is an example of what we intend to disclose in future filings which includes the additional quantifying factors  which contribute to changes in contract asset balances using our Form 10-K for the Fiscal Year Ended June 30, 2023. In  regard to disclosure around the nature and status of amounts representing claims or other similar items subject to  uncertainty concerning their determination or ultimate realization, and any amounts that are expected to be  billed/collected after one year, it should be noted that we have no contract assets which include claims or other similar  items subject to uncertainty concerning their determination or ultimate realization. It should also be noted that we do not  have any amounts that are expected to be billed or collected beyond one year. As such, we believe this element of the  requested disclosure is not currently warranted under Rule 5-02(3)(c) of Regulation S-X.      Note B. Summary of Significant Accounting Policies  Contract Balances, page 57    The contract asset balances were $382,558 and $303,356 as of June 30, 2023, and July 1, 2022, respectively. The contract asset  balance increased due to growth in revenue recognized under over time contracts of $XX,XXX, partially offset by $XX,XXX in billings  during the fiscal year ended June 30, 2023.     3. We note your disclosure that you performed the annual goodwill impairment test in the fourth  quarter of fiscal 2023 with no impairment noted. Given the significance of your goodwill balance  and overall decline in your market capitalization, as well as deteriorating operating results, please  revise your notes to the financial statements in future filings to address the following:  •  Provide a discussion of how goodwill and other intangible assets were tested in 2023,  including whether you performed a qualitative and/or quantitative test;  •  Expand your disclosure to state whether or not the fair value of your reporting units  "substantially exceeds" the carrying value. To the extent any reporting unit fair values

     50 Minuteman Road, Andover, Massachusetts  01810  U.S.A.  |  +1-(978)-256-1300  |  www.mrcy.com   |  twitter: @MRCY      are not substantially in excess of fair values, disclose the name of those reporting units  and the amount or percentage by which the fair value exceeds their carrying value;  •  Explain how you consider market capitalization in determining the estimated fair  values of the reporting units. Refer to ASC-350-20-35-3C;  Additionally, please revise your disclosure in the Critical Accounting Policies section of  MD&A to provide a more detailed description of the key assumptions you used to  estimate fair value of the reporting units during your impairment analysis, including how the key  assumptions were determined, and to discuss the degree of uncertainty associated with the key  assumptions, including material changes in the key assumptions during the periods presented.  Please provide us with a copy of your intended disclosure.    Mercury Response to Comment 3:  We acknowledge the Staff’s comment and propose to revise and expand our disclosure to provide a discussion of how  goodwill and other intangible assets were tested for impairment, state whether or not the fair value of our reporting units  "substantially exceeds" the carrying value, to the extent any reporting unit fair values are not substantially in excess of fair  values, we will disclose the name of those reporting units and the amount or percentage by which the fair value exceeds  their carrying value, and explain how market capitalization is considered in determining the estimated fair values of our  report units. Additionally, we propose to revise our disclosure in the Critical Accounting Policies section of our MD&A to  provide a more detailed description of the key assumptions used to estimate the fair value of our reporting units during our  impairment analysis, including how the key assumptions were determined, and to discuss the degree of uncertainty  associated with the key assumptions, including material changes in the key assumptions during the periods presented.  Below is an example of what we intend to disclose in future filings specific to Goodwill and Intangible Assets. For your  convenience, updated or new verbiage has been underlined.    Note B. Summary of Significant Accounting Policies  Goodwill and Intangible Assets, page 59    Goodwill is the amount by which the purchase price of a business acquisition exceeded the fair values of the net identifiable  assets on the date of purchase (see Note G). In accordance with the requirements of Intangibles-Goodwill and Other (“ASC 350”),  goodwill is not amortized. Goodwill is assessed for impairment at least annually, on a reporting unit basis, or when events and  circumstances (“triggering event”) occur indicating that the recorded goodwill may be impaired. Potential triggering events include  macroeconomic conditions, industry and market considerations, financial performance and expectations of projected financial  performance and cash flows, and changes in the Company's stock price in relation to the carrying value of its reporting units, among  other relevant factors. Adverse changes to these events and circumstances could require the Company to perform an interim impairment  test.   Intangible assets result from the Company’s various business acquisitions (see Note H) and certain licensed technologies, and  consist of identifiable intangible assets, including completed technology, licensing agreements, patents, customer relationships,  trademarks, backlog and non-compete agreements. Intangible assets are reported at cost, net of accumulated amortization and are either  amortized on a straight-line basis over their estimated useful lives of up to 12.5 years or over the period the economic benefits of the  intangible asset are consumed.

     50 Minuteman Road, Andover, Massachusetts  01810  U.S.A.  |  +1-(978)-256-1300  |  www.mrcy.com   |  twitter: @MRCY      Note G. Goodwill, page 66    In accordance with FASB ASC 350, Intangibles-Goodwill and Other (“ASC 350”), the Company determines its reporting units  based upon whether discrete financial information is available, if management regularly reviews the operating results of the component,  the nature of the products offered to customers and the market characteristics of each reporting unit. A reporting unit is considered to be  an operating segment or one level below an operating segment also known as a component. Component level financial information is  reviewed by management across two reporting units: Mission Systems and Microelectronics. Accordingly, these were determined to be  the Company's reporting units which is consistent with the prior period.   The following table sets forth the changes in the carrying amount of goodwill for the twelve months ended June 30, 2023:   Total  Balance at July 1, 2022 $ 937,880   Goodwill adjustment for the Avalex acquisition  66   Goodwill adjustment for the Atlanta Micro acquisition  147   Balance at June 30, 2023 $ 938,093     The Company performed its annual goodwill impairment test in the fourth quarter of fiscal 2023. The Company estimates its fair  value and compares the fair value with the carrying value of its reporting units, including goodwill using an income approach based  upon a discounted cash flow (“DCF”) model to calculate the present value of cash flows to estimate its implied fair value. The future  cash flows for the Company’s reporting units were projected based on the Company’s estimates, at that time, of future revenues,  expenses, capital expenditures, and working capital. The discount rates used in the Company’s DCF model were based on a weighted- average cost of capital (“WACC”) determined from relevant market comparisons, adjusted upward for specific reporting unit risks  (primarily the uncertainty of achieving projected operating cash flows). A terminal value growth rate was applied to the final year of the  projected period, which reflects the Company’s estimate of stable, perpetual growth. The Company then calculated a present value of  the respective cash flows for each reporting unit to arrive at an estimate of fair value under the income approach. In addition, the  Company uses the market approach, which compares the reporting unit to publicly traded companies and transactions involving similar  businesses, to support the conclusions of the income approach. Finally, the Company compared its estimates of fair values to its total  market capitalization to assess the reasonableness of the reporting units combined determined fair value.  Based on the quantitative evaluation, the Company determined that the Mission Systems reporting unit had an estimated fair value  in excess of their carrying value of at least 15.6% and the Microelectronics reporting unit had an estimated fair value that substantially  exceeded its