Helping Customers Thrive in the Connected World Investor ......Safe Harbor & Non-GAAP Financial Metrics Forward Looking Statements: Forward-looking statements in this communication

©2015 NETSCOUT ° CONFIDENTIAL & PROPRIETARY

Helping Customers Thrive in the Connected World

Investor Relations

December 2015

Safe Harbor & Non-GAAP Financial Metrics Forward Looking Statements: Forward-looking statements in this communication are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of

1934 and other federal securities laws. Investors are cautioned that statements in this communication, which are not strictly historical statements, including without limitation, the

statements related to the financial guidance for NetScout, the statements related to the Company’s ability to accelerate strategic plans and extend reach into complementary

markets, the acceptance of the Company’s product offerings by enterprise and service provider customers, the timing and magnitude associated with the repurchase of NetScout

common stock as part of the Company’s 20 million share repurchase plan, and the performance of the combined company, constitute forward-looking statements which involve risks

and uncertainties. Actual results could differ materially from the forward-looking statements due to known and unknown risk, uncertainties, assumptions and other factors. Such

factors include slowdowns or downturns in economic conditions generally and in the market for advanced network and service assurance solutions specifically; the volatile foreign

exchange environment; the Company’s relationships with strategic partners; dependence upon broad-based acceptance of the Company’s network performance management

solutions; the presence of competitors with greater financial resources than ours and their strategic response to our products; our ability to retain key executives and employees; and

the ability of NetScout to successfully integrate the merged assets and the associated technology and achieve operational efficiencies. For a more detailed description of the risk

factors associated with the Company, please refer to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2015, which is on file with the Securities and

Exchange Commission. NetScout assumes no obligation to update any forward-looking information contained in this communication or with respect to the announcements described

herein.

Regulation G Disclosure: This presentation makes reference to certain non-GAAP measures such as non-GAAP revenue and non-GAAP earnings per share. These non-GAAP

measures are not in accordance with GAAP, should not be considered an alternative for measures prepared in accordance with GAAP (revenue, net income and diluted net income

per share), and may have limitations in that they do not reflect all of NetScout’s results of operations as determined in accordance with GAAP. These non-GAAP measures should

only be used to evaluate NetScout’s results of operations in conjunction with the corresponding GAAP measures. The presentation of non-GAAP information is not meant to be

considered superior to, in isolation from or as a substitute for results prepared in accordance with GAAP. NetScout believes these non-GAAP financial measures will enhance the

reader’s overall understanding of NetScout’s current financial performance and NetScout's prospects for the future by providing a higher degree of transparency for certain financial

measures and providing a level of disclosure that helps investors understand how the Company plans and measures its own business. NetScout believes that providing these non-

GAAP measures affords investors a view of NetScout’s operating results that may be more easily compared to peer companies and also enables investors to consider NetScout’s

operating results on both a GAAP and non-GAAP basis during and following the integration period of NetScout’s acquisitions. Presenting the GAAP measures on their own would not

be indicative of NetScout’s core operating results. Furthermore, NetScout believes that the presentation of non-GAAP measures when shown in conjunction with the corresponding

GAAP measures provide useful information to management and investors regarding present and future business trends relating to its financial condition and results of operations.

NetScout management regularly uses supplemental non-GAAP financial measures internally to understand, manage and evaluate its business and to make operating decisions.

These non-GAAP measures are among the primary factors that management uses in planning and forecasting. The reconciliation of these non-GAAP metrics to the comparable

GAAP metrics are set forth in the accompanying tables in the index of this presentation and are available on our website at http://ir.netscout.com.

©2015 NetScout Systems, Inc. 2 November 20, 2015

http://ir.netscout.com/

NetScout – Investment Profile

• Market-leading provider of service assurance and cybersecurity solutions with expansive blue-chip customer base

• Differentiated technology platform and solutions create extensive opportunities for growth

• Substantial operational expertise and scale, along with prudent capital management, position NetScout to drive:

– Increased profitability

– Compelling EPS performance

– Robust free cash flow

©2015 NetScout Systems, Inc. 3 November 20, 2015

Operating Margin & EPS Growth (non-GAAP)

$-

$100

$200

$300

$400

$500

FY '10 FY '11 FY '12 FY '13 FY '14 FY '15

FY '15 FCF

FY '14 FCF

FY '13 FCF

FY '12 FCF

FY '11 FCF

FY '10 FCF

Free Cash Flow (non-GAAP)

$337

$240

$157

$100

$432

$40

*

*

* Guidance as of 10/30/15

Revenue Growth

What We Do

©2015 NetScout Systems, Inc. 4

Capture and transform terabytes of network traffic data in real time into

high-value, actionable information that enables customers to …

optimize network performance, manage applications, enhance security

and gain insight into the end-user experience

December 2015

December 2015

The NetScout Mission

Enable IT and Service Providers to realize maximum benefit with

minimal risk from technology advances,

like IP convergence, NFV, SDN, Virtualization, Cloud, Mobility, BYOD,

Web, and IoT

While at the same time reducing their Capex & Opex by

Proactively Monitoring and Managing the inherent complexity, for

Service Availability, Performance and

Cyber Threat Mitigation in a cost-effective manner


http://www.google.com/url?sa=i&rct=j&q=&esrc=s&frm=1&source=images&cd=&cad=rja&uact=8&ved=0CAcQjRxqFQoTCLuP1P742scCFYhYPgodG2ACXg&url=http://stephb.org/2013/06/is-internet-access-connectivity-the-major-issue-for-ict-usage-and-impact/&bvm=bv.101800829,d.cWw&psig=AFQjCNGhLT-QWLOLaRaBZDDxFPROvhX09g&ust=1441372452473705

A Compelling Value Proposition


Downtime

Poor Service Quality

Compromised Security

Infrastructure

Capital & Operational Efficiency

Faster Service Triage

December 2015

December 2015

Acquiring Danaher’s Communications Business: Expanding Our Capabilities and Position in the Market


NetScout: At the Heart of Major Computing Trends of the Next Decade

+ Increased Total

Addressable

Market

• Solutions for Cyber (Arbor)

• Customer Experience – BI (TekComms)

• Radio Access Network Optimization (TekComms)

• Extension into mid-tier of Enterprise (Fluke)

Expanded

Go-to-Market

Activities

• More global and diverse customer base and more touch

points within the customer

• Cross-sell opportunities

• Increased international presence incl. stronger VAR channel

Platform and

Scale Creation

• Strategically positioned for increased innovation within

Service Providers and Enterprise

• Next-gen platform and software

Communications

Business

December 2015

Helping Customers Thrive in the Connected World Service Provider Initiatives

8 ©2015 NetScout Systems, Inc.

4G VoLTE Customer Retention

Data Explosion

Internet of Things (IoT)

Over the Top (OTT)

WiFi Monetization Virtualization (NFV/SDN)

December 2015

Helping Customers Thrive in the Connected World Service Provider Initiatives: LTE, VoLTE and RCS


Source: Ericsson Mobility Report, February and June 2015

December 2015

Helping Customers Thrive in the Connected World Enterprise Initiatives


Unified Communications

Virtualization Cloud Outsourcing

Mobility Big Data

Automation Cyber Security Converged Infrastructure

Bring Your Own Device (BYOD)

December 2015 ©2015 NetScout Systems, Inc. 11

Helping Customers Thrive in the Connected World Enterprise Initiatives: Unified Communications and Collaboration

December 2015

Helping Customers Thrive in the Connected World Enterprise Initiatives: Cybersecurity


Source: Infonetics

Source: Infonetics 2015

DDoS Attacks

Source: Arbor Networks

Source: Arbor Networks

December 2015

Track Record for Revenue Growth

11/1/07

4/1/11

10/3/11

11/21/11

7/19/12

11/1/12

13

$102

$182

$279 $262

$290 $309

$352

$397

$454

$-

$50

$100

$150

$200

$250

$300

$350

$400

$450

$500

FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15

14%

13%

14%

7% 11%

-6% 53%

78%

($ in millions, non GAAP)

©2015 NetScout Systems, Inc.

December 2015

4/1/11

10/3/11

11/21/11

Track Record for Successful Integration

11/1/07

7/19/12

11/1/12


December 2015

The “New” NetScout – Revenue Profile

15

International

35%

Service Provider ~60%

Enterprise ~40%

Product Revenue

~65%

Service Revenue ~35%

America 65%

Europe 20%

Asia-Pacific 7%

ROW 8%

Revenue by

Segment

Revenue by

Type

Revenue by

Geography


December 2015 ©2015 NETSCOUT ° CONFIDENTIAL 16

Q2 & 1H FY’16 Income Statement (in millions, except EPS)

Q2 FY’16 1H FY’16

Non-GAAP GAAP Non-GAAP GAAP

Total Revenue $281.8 $261.1 $382.6 $361.9

Product Revenue $181.5 $175.8 $235.1 $229.3

Service Revenue $100.3 $85.4 $147.5 $132.5

Gross Profit $212.4 $160.9 $293.1 $240.4

Gross Margin % 75.4% 61.6% 76.6% 66.4%

Operating Income $67.4 ($35.3) $89.3 ($22.9)

Operating Margin % 23.9% (13.5%) 23.4% (6.3%)

Net Income $43.6 ($7.9) $57.2 ($0.0)

EPS $0.47 ($0.09) $0.86 $0.00

Please note that the sum of certain amounts may not equal the total due to rounding.

December 2015

Use of Capital Considerations

• Continued development of product technology:

– Development efforts expensed through operating margin

– Opportunistic M&A for bolt-on, complementary technologies and capabilities

• Share repurchase:

– New 20 million share repurchase plan approved in place at close

– Active in the market via 10b5-1plan

– Develop financial policies under corporate governance

• Future shareholder repatriation: Dividends?


December 2015

Summary

• Accelerating our strategic progress through the expansion of our TAM, improvement and expansion of access to customers, and the creation of greater operational scale

• We have a proven track record of successful integration and a well-conceived plan that will enable us to create substantial value for customers, employees and shareholders

• Potential for solid top-line expansion, even more impressive bottom-line growth and excellent free cash flow over the long term

• More effective capital deployment will boost returns

• An exciting time to be involved with NetScout


Thank You Questions?

November 20, 2015

NetScout’s 5 Stages of Growth

20

Innovation, Belief, Staying Power, Customer Focus

1984-1991 1984-1991

$ 0-1 M

NetScout .1

Consulting

Projects

1991-2001

2001-2006

2006-2015

Next 5 yrs.


$0-$1M

NetScout 0.1

Consulting

Projects

$1-$100M

NetScout 1.0

Invention

Early

Adopters

$1-$100M

NetScout 2.0

Survival

Enterprise

$100-$450M

NetScout 3.0

Leap Frog

Service

Provider

$450-$2B

NetScout 4.0

Pervasive

Mainstream

GAAP to Non-GAAP Reconciliations

November 20, 2015

GAAP to Non-GAAP Measure Reconciliation: Revenue, EPS and Free Cash Flow

Free Cash Flow

($ in millions) FY'10 FY'11 FY'12 FY'13 FY'14 FY'15

Operating Cash Flow 47.2$ 67.2$ 68.3$ 95.4$ 110.9$ 106.9$

Purchase of Fixed Assets & Intangible Assets (6.8)$ (7.5)$ 11.3$ (11.9)$ (14.2)$ (13.0)$

Free Cash Flow 40.4$ 59.7$ 79.6$ 83.5$ 96.8$ 94.0$

21

2008 2009 2010 2011 2012 2013 2014 2015

GAAP revenue 168,956$ 267,604$ 260,342$ 290,540$ 308,679$ 350,550$ 396,647$ 453,669$

Deferred revenue fair value adjustment 12,640 11,782 1,317 132 312 1,215 558 18

Impact of new accounting guidance - - - (929) - - - -

Non-GAAP revenue 181,596$ 279,386$ 261,659$ 289,743$ 308,991$ 351,765$ 397,205$ 453,687$

GAAP Income from operations (5,432) 36,378 45,903 58,065 53,683 64,529 78,014 96,773

Deferred revenue fair value adjustment 12,640 11,782 1,317 132 312 1,215 558 18

Inventory fair value adjustment 1,287 - - - 453 - -

Share-based compensation expense 2,069 5,122 5,456 6,439 8,702 9,580 12,930 16,580

Amortization of acquired intangible assets 2,888 5,959 6,037 5,887 6,782 7,424 6,765 6,990

Business development and integration expense 12,708 1,858 - 755 4,347 1,618 523 11,956

Compensation for post combination services - - - - 438 2,721 2,215 1,414

Restructuring charges - - - - 603 1,065 - -

Non-GAAP Income from operations 26,250 61,099 58,713 71,278 74,867 88,605 101,005 133,731

14.5% 21.9% 22.4% 24.6% 24.2% 25.2% 25.4% 29.5%

GAAP net income (2,088) 20,048 27,917 289,743 32,428 40,609 49,106 61,192

Deferred revenue fair value adjustments 12,640 11,782 1,317 (797) 312 1,215 558 18

Inventory fair value amortization 1,287 - - - - 453 - -

Share-based compensation expense 2,069 5,122 5,456 6,439 8,702 9,580 12,930 16,580

Amortization of acquired intangible assets 2,888 5,959 6,037 5,887 6,782 7,424 6,765 6,990

Business development and integration expense 12,708 1,858 - 755 4,715 1,618 523 11,956

Compensation for post combination services - - - - 438 2,721 2,215 1,414

Restructuring charges - - - - 603 1,065 - -

Loss on extinguishment of debt - - - - 690 - - -

Income tax adjustments (12,005) (9,394) (4,868) (4,668) (7,700) (8,671) (7,879) (13,810)

Non-GAAP net income 17,499$ 35,375$ 35,859$ 44,881$ 46,970$ 56,014$ 64,218$ 84,340$

GAAP diluted net income per share (0.06)$ 0.49$ 0.67$ 0.87$ 0.76$ 0.96$ 1.17$ 1.47$

Share impact of non-GAAP adjustments identified above 0.54$ 0.37$ 0.19$ 0.17$ 0.34$ 0.36$ 0.36$ 0.56$

Non-GAAP diluted net income per share 0.48$ 0.86$ 0.86$ 1.04$ 1.10$ 1.32$ 1.53$ 2.03$

Fiscal Year Ended March 31,

(Dollars in Thousands, Except per Share Data)


November 20, 2015 ©2015 NetScout Systems, Inc. 22

GAAP to Non-GAAP Measure Reconciliation: Quarterly Income Statement

NetScout Systems, Inc.Reconciliation of Current GAAP to Current and Historical Non-GAAP Financial Measures

(In thousands, except per share data)

Three Months Ended

June 30,

2015 2014 2015 2015 2014

GAAP Revenue 261,110$ 103,599$ 100,743$ 361,853$ 211,451$

Product deferred revenue fair value adjustment 3,107 - 3,107 18

Service deferred revenue fair value adjustment 14,945 - - 14,945 -

Delayed transfer entity adjustment (1) 633 - - 633 -

Amortization of acquired intangible assets (3) 2,028 - - 2,028 -

Non-GAAP Revenue 281,823$ 103,599$ 100,743$ 382,566$ 211,469$

GAAP Gross profit 160,923$ 82,004$ 79,447$ 240,370$ 167,260$



Inventory fair value adjustment 12,773 - - 12,773 -


Share-based compensation expense (2) 921 407 475 1,396 695

Amortization of acquired intangible assets (3) 16,835 923 758 17,593 1,857

Business development and integration expense (4) 225 - - 225 -

Compensation for post combination services (5) 2,079 9 - 2,079 17

Acquisition related depreciation expense (6) 87 - - 87 -

Non-GAAP Gross profit 212,430$ 83,343$ 80,680$ 293,110$ 169,847$

GAAP Income (loss) from operations (35,270)$ 18,644$ 12,389$ (22,881)$ 38,246$





Share-based compensation expense (2) 7,503 4,495 4,595 12,098 7,797

Amortization of acquired intangible assets (3) 26,678 1,779 1,567 28,245 3,575

Business development and integration expense (4) 14,544 1,477 3,362 17,906 1,477

Compensation for post combination services (5) 21,661 545 21 21,682 1,081

Restructuring charges (104) - - (104) -

Acquisition related depreciation expense (6) 1,177 - - 1,177 -

Non-GAAP Income from operations 67,397$ 26,940$ 21,934$ 89,331$ 52,194$

GAAP Net income (loss) (7,915)$ 11,233$ 7,669$ (246)$ 22,709$




Share-based compensation expense (2) 7,503 4,495 4,595 12,098 7,797

Amortization of acquired intangible assets (3) 26,678 1,779 1,567 28,245 3,575

Business development and integration expense (4) 14,544 1,477 3,362 17,906 1,477

Compensation for post combination services (5) 21,661 545 21 21,682 1,081

Restructuring charges (104) - - (104) -

Acquisition related depreciation expense (6) 1,177 - - 1,177 -

Loss on extinguishment of debt (7) 55 - - 55 -

Income tax adjustments (8) (50,868) (2,907) (3,552) (54,420) (4,817)

Non-GAAP Net income 43,556$ 16,622$ 13,662$ 57,218$ 31,840$

GAAP Diluted Net income (loss) per share (0.09)$ 0.27$ 0.19$ -$ 0.54$

Share impact of non-GAAP adjustments identified above 0.56 0.13 0.14 0.86 0.22

Non-GAAP Diluted net income per share 0.47$ 0.40$ 0.33$ 0.86$ 0.76$

Shares used in computing non-GAAP diluted net income per share 91,967 41,652 41,371 66,811 41,732

Three Months Ended Six Months Ended

September 30 September 30

NetScout Systems, Inc.Reconciliation of Current GAAP to Current and Historical Non-GAAP Financial Measures

(In thousands, except per share data)

Three Months Ended

June 30,

2015 2014 2015 2015 2014

(1) Delayed transfer entity adjustment included in these amounts

is as follows:

Product Revenue 633$ -$ -$ 633$ -$

Cost of product revenue (98) - - (98) -

Sales and Marketing (152) - - (152) -

Other Income(Expense) (383) - - (383) -

Total Delayed transfer entity adjustment -$ -$ -$ -$ -$

(2) Share-based compensation expense included in these amounts

is as follows:

Cost of product revenue 167$ 93$ 102$ 269$ 153$

Cost of service revenue 754 314 373 1,127 542

Research and development 2,572 1,490 1,490 4,062 2,516

Sales and marketing 2,240 1,235 1,403 3,643 2,198

General and administrative 1,770 1,363 1,227 2,997 2,388

Total share-based compensation expense 7,503$ 4,495$ 4,595$ 12,098$ 7,797$

(3) Amortization expense related to acquired software and product

technology, tradenames, customer relationships included in these

amounts is as follows:

Total revenue adjustment 2,028$ -$ -$ 2,028$ -$

Cost of product revenue 14,807 923 758 15,565 1,857

Operating expenses 9,843 856 809 10,652 1,718

Total amortization expense 26,678$ 1,779$ 1,567$ 28,245$ 3,575$

(4) Business development and integration expense included in

these amounts is as follows:

Cost of product revenue 131$ -$ -$ 131$ -$

Cost of service revenue 94 - 94 -

Research and development 256 - - 256 -

Sales and marketing 271 - 983 1,254 -

General and administrative 13,792 1,477 2,379 16,171 1,477

Total business development and integration expense 14,544$ 1,477$ 3,362$ 17,906$ 1,477$

(5) Compensation for post combination services included in these


Cost of product revenue 328$ 6$ -$ 328$ 12$

Cost of service revenue 1,751 3 - 1,751 5

Research and development 8,262 215 21 8,283 420

Sales and marketing 7,472 37 - 7,472 76

General and administrative 3,848 284 - 3,848 568

Total compensation for post combination services 21,661$ 545$ 21$ 21,682$ 1,081$

(6) Acquisition related depreciation expense included in these


Cost of product revenue 46 -$ -$ 46$ -$

Cost of service revenue 41 - - 41 -

Research and development 802 - - 802 -

Sales and marketing 125 - - 125 -

General and administrative 163 - - 163 -

Total acquisition related depreciation expense 1,177$ -$ -$ 1,177$ -$

(7) Loss on extinguishment of debt included in these amounts is as follows

Interest and Other Income/(Expense), net 55 - - 55 -

Total loss on estinguishment of debt 55$ -$ -$ 55$ -$

(8) Total income tax adjustment included in these


Tax effect of non-GAAP adjustments above (50,868)$ (3,152)$ (3,625)$ (54,493)$ (5,300)$

Tax impact of non-GAAP reconciling items in loss jurisdictions - 245 73 73 483

Total income tax adjustments (50,868)$ (2,907)$ (3,552)$ (54,420)$ (4,817)$

Three Months Ended Six Months Ended

September 30 September 30

November 20, 2015

GAAP Reconciliation: Net Income

For the fiscal year 2016, the non-GAAP net income per diluted share expectation excludes the estimated amortization of acquired intangible assets of approximately $81 million, anticipated deferred revenue fair value adjustment of approximately $53 million, anticipated compensation expense for post-combination services of approximately $34 million, a projected inventory fair value adjustment of approximately $29 million, forecasted share-based compensation expenses of approximately $27 million, estimated business development expenses of approximately $25 million, projected acquisition-related depreciation expense of approximately $4 million and the related impact of these adjustments on the provision for income taxes of $81 million.

©2015 NETSCOUT ° CONFIDENTIAL 23

November 20, 2015

Non-GAAP Measure Reconciliation: NetScout and DHR Communications Business Historical Information


(In thousands, except per share data) 12-months 12-months 12-months 12-months 12-months 12-months

FY2014 FY2015 CY2013 CY2014 FY2014 FY2015

Revenue:

Product 234,268$ 272,895$ 623,632$ 535,281$ 857,900$ 808,176$

Service 162,379 180,774 211,259 224,942 373,638 405,716

Total GAAP revenue 396,647 453,669 834,891 760,223 1,231,538 1,213,892

Non-GAAP Adjustments 558 18 - 2,425 558 2,443

Total Non-GAAP revenue 397,205 453,687 834,891 762,648 1,232,096 1,216,335

Cost of revenue:

Product 51,219 59,037 195,077 180,233 246,296 239,270

Service 33,294 35,524 48,043 52,750 81,337 88,274

Total GAAP cost of revenue 84,513 94,561 243,120 232,983 327,633 327,544

Non-GAAP Adjustments (4,336) (5,190) (9,344) (10,351) (13,680) (15,541)

Total Non-GAAP cost of revenue 80,177 89,371 233,776 222,632 313,953 312,003

Gross profit - GAAP 312,134 359,108 591,771 527,240 903,905 886,348

Non-GAAP Adjustments 4,894 5,208 9,344 12,776 14,238 17,984

Gross profit - Non-GAAP 317,028 364,316 601,115 540,016 918,143 904,332

Operating expenses:

Research and development 70,454 75,242 147,553 159,554 218,007 234,796

Sales and marketing 129,611 136,446 276,896 289,193 406,507 425,639

General and administrative 30,623 47,296 30,623 47,296

Impairment of intangible assets 31,063 31,063 -

Amortization of acquired intangible assets 3,432 3,351 19,661 16,158 23,093 19,509

Total operating expenses - GAAP 234,120 262,335 475,173 464,905 709,293 727,240


Total operating expenses - Non-GAAP 216,023 230,585 402,043 387,866 618,066 618,451

Income from operations - GAAP 78,014 96,773 116,598 62,335 194,612 159,108


Income from operations - Non-GAAP 101,005 133,731 199,072 152,150 300,077 283,456

Interest and other expense, net (158) (1,808) (158) (1,808)

Income before income tax expense 77,856 94,965 116,598 62,335 194,454 157,300

Income tax expense - GAAP 28,750 33,773 32,792 19,783 61,542 53,556


Income tax expense - Non-GAAP 36,629 47,583 72,860 55,687 109,489 103,270

Net income - GAAP 49,106$ 61,192$ 83,806$ 42,552$ 132,912$ 103,744$


Net income - Non-GAAP 64,218 84,340 126,212 96,463 190,430 180,803

WSO - diluted 41,955 41,637 62,500 62,500 104,455 104,137

Diluted net income per share - GAAP 1.17$ 1.47$ 1.27$ 1.00$

Diluted net income per share - Non-GAAP 1.53$ 2.03$ 1.82$ 1.74$

NTCT DHR Communications Combined Proforma

Documents

Helping Customers Thrive in the Connected World Investor ......Safe Harbor & Non-GAAP Financial Metrics Forward Looking Statements: Forward-looking statements in this communication