1

NetScout Announces the

Acquisition of the

Communications Business

of Danaher Corporation

October 13, 2014

Exhibit 99.2

2

Additional Information and Where You Can Find It

NetScout

will

file

a

Registration

Statement

on

Form

S-4

containing

a

proxy

statement/prospectus

of

NetScout

and

other

documents

concerning

the

proposed

acquisition

with

the

Securities

and

Exchange

Commission

(the

“SEC”).

Investors

are

urged

to

read

the

proxy

statement/prospectus

when

it

becomes

available and other relevant documents filed with the SEC because they will contain important

information.

Security holders may obtain a free copy of the proxy statement/prospectus (when it is

available)

and

other

documents

filed

by

NetScout

with

the

SEC

at

the

SEC’s

website

at

www.sec.gov.

The

proxy statement/prospectus and other documents may also be obtained for free by contacting Andrew

Kramer,

Vice

President

of

Investor

Relations,

by

telephone

at

978-614-4000,

by

email

at

ir@netscout.com,

or

by

mail

at

Investor

Relations,

NetScout

Systems,

Inc.,

310

Littleton

Road,

Westford,

MA

01886.

This communication is not a solicitation of a proxy from any security holder of NetScout.

However,

NetScout, Danaher and certain of their respective directors and executive officers may be deemed to be

participants in the solicitation of proxies from NetScout’s stockholders in connection with the proposed

transaction.

Information about NetScout’s directors and executive officers and their beneficial ownership of

NetScout’s common stock may be found in its definitive proxy statement relating to its 2014 Annual

Meeting of Shareholders filed with the SEC on July 24, 2014. This document can be obtained free of

charge

from

the

SEC

website

at

www.sec.gov.

3

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. Actual results could differ materially from the forward-looking statements due to known and unknown

risk, uncertainties, assumptions and other factors.

Such factors include the failure to obtain, delays in obtaining

or adverse conditions related to

obtaining shareholder or regulatory approvals; the anticipated tax treatment of the transaction and related transactions; risks relating to any

unforeseen changes to or the effects on liabilities, future capital expenditures, revenue, expenses, synergies, indebtedness, financial condition,

losses and future prospects; failure to consummate or delay in consummating the transaction for other reasons; our ability to retain key

executives and employees; slowdowns or downturns in economic conditions generally and in the market for advanced network and service

assurance solutions specifically, 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; 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, 2014 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.

4

The Combination –

Transaction Rationale

Creating Value for Our Customers, Shareholders and Employees

•

Comprehensive

solutions

addressing

Enterprise

and

Service

Provider

needs

•

Spans Network Performance Analytics, Service Assurance and Cyber

Intelligence, with a single, cost effective instrumentation

•

Next-Gen Platform

providing compelling technology and value proposition

•

More global, more diverse and larger scale

•

Enhances customer mindshare in a broader installed base

•

Expands sales and channel presence worldwide

•

Triples revenues to exceed $1.2bn on a non-GAAP basis, continued leadership

in multiple markets

•

Accretive to non-GAAP earnings in the first full year of operations

•

Notable synergies opportunities

•

Minimal capital requirements and substantial free cash flow

Best-In-Class

Solutions

Complementary

Customer Base

and Global

Footprint

Financially

Compelling

5

NetScout 3.0 –

A Journey We Started 3 Years Ago

Our

mission

is

to

leverage

nGeniusOne

with

‘ASI

Inside’

to

Enable Enterprise and Service Providers to realize maximum

benefit with minimal risk from technology advances, such as IP

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

and the evolving Internet

by

Proactively Monitoring and Managing the inherent complexity in

a cost-effective manner

6

Our Value Proposition for IT Operations

Playing Offense, Not Defense

Incident

nGeniusONE  with ASI Inside

Service Dashboard

Network  Dashboard

Session

Analysis

Packet

Analysis

Component Performance

Management

IP Traffic Deep Dive

Problem

Problem

solved

solved

Service Monitors

Traffic Monitors

Dependency Mapping

UMC/OSS

NetScout  Enables Proactive Network, Service and UC Triage

7

Strong, Consistent and Profitable

Growth

NetScout 3.0 Timeline:

Conceived,

November

2011

nG1

FCS,

July

2013

ASI

Patent,

December

2013

Broad customer adoption

Guidance for FY15: 18% -

23%

product

revenue

growth

(1)

Success So Far

(1) Guidance provided on July 17, 2014..

8

Building the ASI Sensor Network

For Next Generation Big Data Analytics

9

Big Data, BI and Cyber Security Strategy

IBM

Cognos

SAP

Business Objects

Oracle

BI

Big Data

Analytics

ASI Data

Cyber

Analytics

ASI Data

Third Party

Security Analytics

10

IT Management Industry is Prime for Transformation

NetScout is leading the way…

•

Massive infrastructure refresh during the last decade

Internet, iPhone, Mobility, BYOD

Cloud, Virtualization, SDN

Voice, Cable, IP Convergence

10G, 100G…

•

Missing holistic management

Current solutions offer limited capability (component management),

ineffective deployment and poor quality data feeds into ‘Big Data’

analytics

‘Good Data With  Good Analytics’

is the winning strategy

11

Significantly Increasing Our TAM

12

What is Needed to Maximize This Opportunity?

•

Entrepreneurship with Experience, Passion, Staying

Power

•

Compelling Technology and Value Proposition

•

Better Market access in Enterprise and SP

•

Broader Installed base

•

Broader capabilities across Security, RAN, BI and PFS

•

Scale, Size and Mindshare to match those of potential

Competitors, Challengers and Embedded/Legacy

Solutions

Leadership

Go To Market

Expertise

Scale, Scope

and Reach

13

Today’s Acquisition Accelerates NetScout’s 3.0

Journey…

•

Danaher’s Communication business built a successful

franchise over the last 10 years

–

Comprising of more than 12 technology companies, organized into

3 business units: TekComms, Arbor Networks, Fluke Networks

–

$800M+ in combined annual revenues

–

Track record of organic development complemented by strategic

M&A

14

Danaher / Communications Business Overview

TekComms –

Better Access to Service Providers

Environmental

Industrial

Technologies

Dental

Life Sciences

& Diagnostics

Test &

Measurement

Water Quality

Gilbarco

Veeder-Root 

Communications

Instruments

Diagnostics

Life Sciences

Product ID

Motion

Dental Products

and Services

Fluke

Networks

TekCom

Arbor

Danaher –

$19B Revenue, $50B Market Cap

(1)

Arbor Networks –

Jump Starting our Cyber Security Initiative

Fluke Networks –

Broader Access  in Enterprise

•

HQ: Plano, Texas

•

Leading provider of SP network monitoring solutions

•

125+ SP customers

•

4,000+ probes deployed worldwide, monitoring  500,000+ calls

per second

•

HQ: Burlington, MA

•

Leading provider of network DDoS attack detection and

mitigation for SP and Enterprise networks

•

300+ SP customers

•

Analyzes over 80TB/second of traffic worldwide

•

HQ: Everett, WA

•

Leading provider of network deployment and installation tools

for SP and Enterprise installers

•

1,000s of customers

(1)

2013

revenue

per

company

filings.

Approximate

market

cap

as

of

October

10,

2014..

15

Transaction Overview

Structure and

Consideration

Ownership

(2)

Board of

Directors

Management

Headquarters

Closing

Conditions

•

NetScout to acquire Danaher’s Communications Group

•

NetScout

to

issue

62.5

million

shares,

valued

at

approximately

$2.6

billion

(1)

•

Structured as Reverse Morris Trust

•

Danaher shareholders: 59.5%

•

NetScout shareholders: 40.5%

•

Current NetScout Board to remain in place

•

Anil Singhal to continue as Chairman of the Board 

•

James A. Lico, EVP of Danaher, to join the Board, expanding it to 8 directors

•

NetScout CEO and other executives to continue in their respective roles

•

Westford, MA

•

Transaction anticipated to close in first 6 months of NetScout’s FY 2016,

subject to NetScout shareholder and regulatory approvals, and receipt by

Danaher of a ruling by the U.S. Internal Revenue Service and opinions of

counsel regarding certain tax matters

(1)

Based on NetScout’s closing share price on October 10, 2014.

(2)

Includes estimated RSUs to be issued to SpinCo employees.

16

The Combination –

Financial Highlights

($ in millions)

For the 12 months ended

March 31, 2014

For the 12 months ended

December 31, 2013

(Unaudited)

Revenue

$397

$836

Non-GAAP Operating Income

$101

$199

% Non-GAAP Margin

25%

24%

•

Ownership:  NetScout shareholders ~40%; Danaher shareholders ~60%

•

Accretive in the first year of operation on a non-GAAP basis

•

Guidance updated after transaction close

•

Liquidity and capital deployment

17

The Combination –

Value Creation

For Our

Customers

•

Broader range of best-in-class solutions to address a range of complex IT

management challenges –

networking & security, monitoring & troubleshooting

•

Extensive sales, service and support

•

Proven experience in integrating acquired product lines

•

Accelerates NetScout’s growth strategy

•

Benefits of synergies

•

Accretive in first year of combined operations

•

Experienced and proven leadership

•

Compatible engineering-centric, entrepreneurial cultures

•

Professional growth and development

•

Participate in company’s future success

For Our

Shareholders

For Our

Employees

A

partner

that

is

better

equipped

to

meet

our

customers’

near

and

long-term requirements

Participation in the continued success of a strong, growth-oriented

market leader

A place where your work contributes directly to our success

18

THANK YOU

*******************

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19

GAAP-Non-GAAP Reconciliations

(in thousands, except per share data)

For the Fiscal Years Ended

March 31,

2011

2012

2013

2014

GAAP Revenue

290,540

$            

308,679

$            

350,550

$            

396,647

$            

Deferred revenue fair value adjustment

132

312

1,215

558

Non-GAAP Revenue

290,672

$            

308,991

$            

351,765

$            

397,205

$            

GAAP Gross profit

229,179

$            

243,007

$            

276,542

$            

312,134

$            

Deferred revenue fair value adjustment

132

312

1,215

558

Inventory fair value adjustment

-

-

453

-

Share-based compensation expense (1)

352

419

577

969

Amortization of acquired intangible assets (2)

3,980

4,651

4,547

3,333

Compensation for post combination services (4)

-

10

14

34

Non-GAAP Gross profit

233,643

$            

248,399

$            

283,348

$            

317,028

$            

GAAP Income from operations

58,065

$             

53,683

$              

64,529

$              

78,014

$             

Deferred revenue fair value adjustment

132

312

1,215

558

Inventory fair value adjustment

-

-

453

-

Share-based compensation expense (1)

6,439

8,702

9,580

12,930

Amortization of acquired intangible assets (2)

5,887

6,782

7,424

6,765

Business development and integration expense (3)

755

4,347

1,618

523

Compensation for post combination services (4)

-

438

2,721

2,215

Restructuring charges

-

603

1,065

-

Non-GAAP Income from operations

71,278

$             

74,867

$              

88,605

$              

101,005

$            

GAAP Net income

37,265

$             

32,428

$              

40,609

$              

49,106

$             

Deferred revenue fair value adjustment

132

312

1,215

558

Inventory fair value adjustment

-

-

453

-

Share-based compensation expense (1)

6,439

8,702

9,580

12,930

Amortization of acquired intangible assets (2)

5,887

6,782

7,424

6,765

Business development and integration expense (3)

755

4,715

1,618

523

Compensation for post combination services (4)

-

438

2,721

2,215

Loss on extinguishment of debt (5)

-

603

-

-

Income tax adjustments (6)

(5,021)

(7,700)

(8,671)

(7,879)

Restructuring charges

-

690

1,065

-

Non-GAAP Net income

45,457

$             

46,970

$              

56,014

$              

64,218

$             

GAAP Diluted Net income per share

0.87

$                    

0.76

$                    

0.96

$                    

1.17

$                    

Share impact of non-GAAP adjustments identified above

0.19

0.34

0.36

0.36

Non-GAAP Diluted net income per share

1.06

$                    

1.10

$                    

1.32

$                    

1.53

$                    

Shares used in computing non-GAAP diluted net income per share

42,973

42,750

42,322

41,955

(1) Share-based compensation expense included in these amounts is as follows:

Cost of product revenue

134

$                     

192

$                     

235

$                     

228

$                     

Cost of service revenue

218

227

342

741

Research and development

1,651

2,486

2,944

4,361

Sales and marketing

2,527

3,052

3,035

3,791

General and administrative

1,909

2,745

3,024

3,809

Total share-based compensation expense

6,439

$                 

8,702

$                  

9,580

$                  

12,930

$             

(2) Amortization expense related to acquired software and product technology included in these amounts is as follows:

Cost of product revenue

3,980

$                 

4,651

$                  

4,547

$                  

3,333

$                 

Operating expenses

1,907

2,131

2,877

3,432

Total amortization expense

5,887

$                 

6,782

$                  

7,424

$                  

6,765

$                 

(3) Business development and integration expense included in these amounts is as follows:

Cost of service revenue

-

10

-

-

Research and development

-

1,545

15

-

Sales and marketing

-

346

10

-

General and administrative

755

2,446

1,593

523

Other income (expense), net

-

368

-

-