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Marketing with BMO Capital Markets




Germain Lamonde
Chairman, President & CEO
October 11, 2012




                                           © 2012 EXFO Inc. All rights reserved.   1
Forward-Looking Statements

 Certain statements in this presentation, or given in response to your questions, may constitute
 forward-looking statements within the meaning of the Securities Act of 1934. The Private
 Securities Litigation Reform Act of 1995 provides “safe-harbors” for such forward-looking
 statements and we intend that any forward-looking statements made today be subject to the
 safe harbors. We caution you that any forward-looking statements are just predictions. They
 are not guarantees of future performance and involve risks and uncertainties. Actual results
 may differ materially from those projected in forward-looking statements and we invite you to
 review the company’s most recent filings with the Securities and Exchange Commission or
 Canadian securities commissions for a discussion of the factors at risk. These forward-looking
 statements speak only as of the date of this presentation and, unless required by law or
 applicable regulations, we will not be reviewing or updating the material that is contained
 herein.

 Annual financial data in this presentation is prepared in accordance with international financial
 reporting standards (IFRS) and Canadian generally accepted accounting principles (GAAP).
 Quarterly financial data is prepared in accordance with IFRS standards. For a reconciliation of
 EBITDA and adjusted EBITDA to net earnings (loss), refer to the Q4 2012 press release or
 “Non-GAAP Financial Measures” section on EXFO’s website.


                                                                              © 2012 EXFO Inc. All rights reserved.
                                                                                2010                      reserved..   2
                                                                                                                       2
EXFO at a Glance




Who We Are                         What We’ve Done                    Where We’re Going
› No.2 supplier in portable        › Gained market share year-in      › Increase wireless presence
  telecom testing and innovation     and year-out for past 27 years
                                                                      › Enable network operators to
  leader in IP service assurance
                                   › Ten-year sales CAGR of 20.5%       reduce operating expenses
› Helping network operators and
                                   › Difficult market in FY 2012      › Expand share of wallet with
  equipment manufacturers
                                      › EXFO sales: -7% YoY             Tier-1 operators
  design, deploy and monitor IP
  fixed and mobile networks           › End-markets: Double-digit     › Accelerate profitability through
                                        decreases                       execution



                                                                               © 2012 EXFO Inc. All rights reserved.   3
World-Class Organization




            › No. 1 in portable optical testing
            › No. 2 in portable telecom testing
            › 2000 customers in >100 countries
            › 1700 employees in >25 countries
                                                  © 2012 EXFO Inc. All rights reserved.   4
Bandwidth Demand


                                             Global IP traffic
                                          Up 4X from 2011-2016

                                              Mobile IP traffic
                                               Up 18X (Cisco)




 Despite strong fundamental drivers, pause in carrier spending



                                                    © 2012 EXFO Inc. All rights reserved.
                                                    © 2012 EXFO Inc. All rights reserved.   5
                                                                                            5
HD TV                 Internet




                       Convergence to
                        IP Networks



              Telephony             Mobile




Operator Focus: Increase network capacity and reduce OPEX
                                                © 2012 EXFO Inc. All rights reserved.   6
Growth Strategy

Increase Wireless         Enable Operators             Expand Share of                 Accelerate
    Presence              to Reduce OPEX               Wallet with Tier-1            Profitability via
                                                          Operators                    Execution




›   Wireless sales to     ›   Key productivity         ›   Doing business with       ›   Combining revenue
    continue growing          differentiators, focus       ~80% of top-100               growth with a tight
    (23-25% of sales in       on FTB Ecosystem &           operators worldwide           control on expenses
    FY 2012)                  EXFO Connect




              Growing market share for 27 consecutive years

                                                                                 © 2012 EXFO Inc. All rights reserved.   7
RIDING THE
                            RIGHT WAVES
                             Market-Driven Innovation
                              › Wireless backhaul
                              › 4G/LTE, 3G
                              › FTTH, VDSL2
                              › 40G/100G upgrades

                             Focus on Execution
                              › Unmatched customer
                                experience




Innovation and execution enable market-share gains
                                              © 2012 EXFO Inc. All rights reserved.   8
Revenue Mix/Gross Margin Evolution

                               FY 2012                                            Gross Margin
 FY 2006
11%                                                              70.0%


                                                                 65.0%


                                                                 60.0%
                             45%
                                           55%
                                                                 55.0%

      89%                                                        50.0%




                                                 In % of sales
                                                                 45.0%


Sales: $107.4 M              Sales: $250.0 M                     40.0%
                                                                         2003 2004 2005 2006 2007 2008 2009 2010 2011 2012


                  Protocol         Other




            Moving toward higher-margin, Protocol-layer sales

                                                                                          © 2012 EXFO Inc. All rights reserved.   9
Telecom Market




                                                                  PROTOCOL
                              PHYSICAL
  TAM                                          $700 M                               $3.2 B
  SAM                                          $550 M                               $1.8 B
  Annual growth rate                             ~5%                                 ~15%
  Sales ― FY 2012                             $135.1 M                            $113.7 M
  Sales growth ― FY ’12/’11                     -14.5%                                 4.4%
  Five-year sales CAGR                           3.9%                                46.1%
  Gross margin profile                       Low-60s (%)                         Mid-70s (%)
  Major competitors                      JDSU, Anritsu, Sunrise              JDSU, IXIA, Tektronix




          Telecom sales CAGR of 20.5% in last 10 years

                                                                                   © 2012 EXFO Inc. All rights reserved.   10
FTB Ecosystem + EXFO Connect + EXFO Apps Store

          EXFO Apps Store                                                                         ›
                                                                                                  ›
                                                                                                      Test Equipment Manager
                                                                                                      Test Data Manager
        Contains: S/W releases & updates,                                                         ›   GPS/Route Optimization
        new applications, training material,
                                                                                                  ›   Work Ticket Management
              productivity tools, etc
                                                                                                  ›   License sharing or rental
                                                                                                  ›   Training Management
                                                                                                  ›   Etc (from EXFO or 3rd parties)



FTB Ecosystem                            Download applications and
(20+ optical, transport, datacom        configurations onto platform                            Automatically
 and copper acces test modules)
                                                                                               close job ticket               › Notification
                                                                                                 Corporate                    › Billing
                                                                                                   OSS                        › Signature
                                                 Search and
                                                                                      Pass                                    › Next work
                                               request custom
                                                                                     results                                    order
                                                configuration
                                                                                                                              › Etc.




                                                  Automatically upload
                                                      test results          REDUCES Op/Ex for
     Load configuration and
    immediately start testing
                                                                             Operators & NEMs
                                                                         › Established base of ~40,000 compliant platforms

                                                                                                         © 2012 EXFO Inc. All rights reserved.   11
Financial Snapshot
                  $300



                                                                                                                     Revenue
                                                                                                  70.0%



                                                                                                           • $250 M (-7% YoY)
                                                                                                           • Gained market share
                  $250                                                                            60.0%


                                                                                                           • FY’13: 6-10% growth
                                                                                                                                      (estimate)
                                       20.5% Sales CAGR
                                                                                                  50.0%


                  $200
                                       over last 10 Years
                                                                                                  40.0%

                                                                                                                Gross Margin
                  $150                                                                            30.0%    • Improved to 63.3%
                                                                                                           • Up 9X out of 10 years
                                                                                                           • FY’13-15: Trending up
                                                                                                  20.0%

                  $100


                                                                                                  10.0%



                  $50
                                                                                                  0.0%
In US$ Millions




                                36%    34%    21%      24%      -5%    32%       33%       -7%
                                                                                                  -10.0%

                         2004   2005   2006   2007     2008     2009   2010      2011      2012

                          Revenue                Gross Margin            Adjusted EBITDA Margin
                                                                                                           © 2012 EXFO Inc. All rights reserved.   12
Annual Financial Results1
(in US$ millions, except gross margin)

                            Sales                                                      Net R&D Expenses                                                       Net Earnings/Loss2




                      Gross Margin                                                      SG&A Expenses                                                          Adjusted EBITDA3




 1   All financial results from continuing operations, except net earnings/loss and adjusted EBITDA.
 2   Fiscal 2011 and 2012 financial results according to IFRS; prior years according to Canadian GAAP.
 3   EBITDA is defined as net earnings (loss) before interest, income taxes, depreciation of property, plant and equipment, amortization of intangible assets, impairment of goodwill and extraordinary gain.
     Adjusted EBITDA represents EBITDA excluding the change in the fair value of the cash contingent consideration and the gain from the disposal of discontinued operations.

                                                                                                                                                                        © 2010 EXFO Inc. All rights reserved.
                                                                                                                                                                          2012                      reserved..   13
                                                                                                                                                                                                                 13
Financial Highlights


  Q4 2012                                                                               FY 2012
  › Sales: $57.2 M                                                                      › Sales: $250.0 M (-7% YoY)
  › Bookings: $55.2 M                                                                   › Bookings: $244.8 M
    (book-to-bill ratio of 0.97)                                                          (book-to-bill ratio of 0.98)
  › Gross margin*: 62.8%                                                                › Gross margin*: 63.3%
  › IFRS net loss: $3.7 M                                                               › IFRS net loss: $3.6 M
  › Restructuring plan: Annual                                                          › Cash flows from
    savings of $9 million                                                                 operations: $25.3 M




 *Gross margin is a non-IFRS financial measure and represents sales less cost of sales, excluding depreciation and amortization.

                                                                                                                              © 2012 EXFO Inc. All rights reserved.
                                                                                                                                2010                      reserved..   14
                                                                                                                                                                       14
Strong Value Proposition


1.  Excellent track record of sales growth
          Sales CAGR of 20.5% in last 10 years



2. Well-positioned for key growth drivers
          Bandwidth expansion and IP network convergence



3. Balancing sales growth and profitability
          Targeting EBITDA* margin of 15% on revenue of $350 to $400 M



4. Solid balance sheet
          Cash position of $67.1 M and negligible debt ― as at August 31, 2012


5. Experienced and disciplined management team
          Deep knowledge of managing business in growth and downward markets


   * EBITDA is defined as net earnings before interest, income taxes, depreciation of property, plant and equipment, and amortization of intangible assets.




                                                                                                                                        © 2012 EXFO Inc. All rights reserved.
                                                                                                                                          2010                      reserved..   15
                                                                                                                                                                                 15

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BMO Capital Markets Marketing

  • 1. Marketing with BMO Capital Markets Germain Lamonde Chairman, President & CEO October 11, 2012 © 2012 EXFO Inc. All rights reserved. 1
  • 2. Forward-Looking Statements Certain statements in this presentation, or given in response to your questions, may constitute forward-looking statements within the meaning of the Securities Act of 1934. The Private Securities Litigation Reform Act of 1995 provides “safe-harbors” for such forward-looking statements and we intend that any forward-looking statements made today be subject to the safe harbors. We caution you that any forward-looking statements are just predictions. They are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those projected in forward-looking statements and we invite you to review the company’s most recent filings with the Securities and Exchange Commission or Canadian securities commissions for a discussion of the factors at risk. These forward-looking statements speak only as of the date of this presentation and, unless required by law or applicable regulations, we will not be reviewing or updating the material that is contained herein. Annual financial data in this presentation is prepared in accordance with international financial reporting standards (IFRS) and Canadian generally accepted accounting principles (GAAP). Quarterly financial data is prepared in accordance with IFRS standards. For a reconciliation of EBITDA and adjusted EBITDA to net earnings (loss), refer to the Q4 2012 press release or “Non-GAAP Financial Measures” section on EXFO’s website. © 2012 EXFO Inc. All rights reserved. 2010 reserved.. 2 2
  • 3. EXFO at a Glance Who We Are What We’ve Done Where We’re Going › No.2 supplier in portable › Gained market share year-in › Increase wireless presence telecom testing and innovation and year-out for past 27 years › Enable network operators to leader in IP service assurance › Ten-year sales CAGR of 20.5% reduce operating expenses › Helping network operators and › Difficult market in FY 2012 › Expand share of wallet with equipment manufacturers › EXFO sales: -7% YoY Tier-1 operators design, deploy and monitor IP fixed and mobile networks › End-markets: Double-digit › Accelerate profitability through decreases execution © 2012 EXFO Inc. All rights reserved. 3
  • 4. World-Class Organization › No. 1 in portable optical testing › No. 2 in portable telecom testing › 2000 customers in >100 countries › 1700 employees in >25 countries © 2012 EXFO Inc. All rights reserved. 4
  • 5. Bandwidth Demand Global IP traffic Up 4X from 2011-2016 Mobile IP traffic Up 18X (Cisco) Despite strong fundamental drivers, pause in carrier spending © 2012 EXFO Inc. All rights reserved. © 2012 EXFO Inc. All rights reserved. 5 5
  • 6. HD TV Internet Convergence to IP Networks Telephony Mobile Operator Focus: Increase network capacity and reduce OPEX © 2012 EXFO Inc. All rights reserved. 6
  • 7. Growth Strategy Increase Wireless Enable Operators Expand Share of Accelerate Presence to Reduce OPEX Wallet with Tier-1 Profitability via Operators Execution › Wireless sales to › Key productivity › Doing business with › Combining revenue continue growing differentiators, focus ~80% of top-100 growth with a tight (23-25% of sales in on FTB Ecosystem & operators worldwide control on expenses FY 2012) EXFO Connect Growing market share for 27 consecutive years © 2012 EXFO Inc. All rights reserved. 7
  • 8. RIDING THE RIGHT WAVES Market-Driven Innovation › Wireless backhaul › 4G/LTE, 3G › FTTH, VDSL2 › 40G/100G upgrades Focus on Execution › Unmatched customer experience Innovation and execution enable market-share gains © 2012 EXFO Inc. All rights reserved. 8
  • 9. Revenue Mix/Gross Margin Evolution FY 2012 Gross Margin FY 2006 11% 70.0% 65.0% 60.0% 45% 55% 55.0% 89% 50.0% In % of sales 45.0% Sales: $107.4 M Sales: $250.0 M 40.0% 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Protocol Other Moving toward higher-margin, Protocol-layer sales © 2012 EXFO Inc. All rights reserved. 9
  • 10. Telecom Market PROTOCOL PHYSICAL TAM $700 M $3.2 B SAM $550 M $1.8 B Annual growth rate ~5% ~15% Sales ― FY 2012 $135.1 M $113.7 M Sales growth ― FY ’12/’11 -14.5% 4.4% Five-year sales CAGR 3.9% 46.1% Gross margin profile Low-60s (%) Mid-70s (%) Major competitors JDSU, Anritsu, Sunrise JDSU, IXIA, Tektronix Telecom sales CAGR of 20.5% in last 10 years © 2012 EXFO Inc. All rights reserved. 10
  • 11. FTB Ecosystem + EXFO Connect + EXFO Apps Store EXFO Apps Store › › Test Equipment Manager Test Data Manager Contains: S/W releases & updates, › GPS/Route Optimization new applications, training material, › Work Ticket Management productivity tools, etc › License sharing or rental › Training Management › Etc (from EXFO or 3rd parties) FTB Ecosystem Download applications and (20+ optical, transport, datacom configurations onto platform Automatically and copper acces test modules) close job ticket › Notification Corporate › Billing OSS › Signature Search and Pass › Next work request custom results order configuration › Etc. Automatically upload test results REDUCES Op/Ex for Load configuration and immediately start testing Operators & NEMs › Established base of ~40,000 compliant platforms © 2012 EXFO Inc. All rights reserved. 11
  • 12. Financial Snapshot $300 Revenue 70.0% • $250 M (-7% YoY) • Gained market share $250 60.0% • FY’13: 6-10% growth (estimate) 20.5% Sales CAGR 50.0% $200 over last 10 Years 40.0% Gross Margin $150 30.0% • Improved to 63.3% • Up 9X out of 10 years • FY’13-15: Trending up 20.0% $100 10.0% $50 0.0% In US$ Millions 36% 34% 21% 24% -5% 32% 33% -7% -10.0% 2004 2005 2006 2007 2008 2009 2010 2011 2012 Revenue Gross Margin Adjusted EBITDA Margin © 2012 EXFO Inc. All rights reserved. 12
  • 13. Annual Financial Results1 (in US$ millions, except gross margin) Sales Net R&D Expenses Net Earnings/Loss2 Gross Margin SG&A Expenses Adjusted EBITDA3 1 All financial results from continuing operations, except net earnings/loss and adjusted EBITDA. 2 Fiscal 2011 and 2012 financial results according to IFRS; prior years according to Canadian GAAP. 3 EBITDA is defined as net earnings (loss) before interest, income taxes, depreciation of property, plant and equipment, amortization of intangible assets, impairment of goodwill and extraordinary gain. Adjusted EBITDA represents EBITDA excluding the change in the fair value of the cash contingent consideration and the gain from the disposal of discontinued operations. © 2010 EXFO Inc. All rights reserved. 2012 reserved.. 13 13
  • 14. Financial Highlights Q4 2012 FY 2012 › Sales: $57.2 M › Sales: $250.0 M (-7% YoY) › Bookings: $55.2 M › Bookings: $244.8 M (book-to-bill ratio of 0.97) (book-to-bill ratio of 0.98) › Gross margin*: 62.8% › Gross margin*: 63.3% › IFRS net loss: $3.7 M › IFRS net loss: $3.6 M › Restructuring plan: Annual › Cash flows from savings of $9 million operations: $25.3 M *Gross margin is a non-IFRS financial measure and represents sales less cost of sales, excluding depreciation and amortization. © 2012 EXFO Inc. All rights reserved. 2010 reserved.. 14 14
  • 15. Strong Value Proposition 1. Excellent track record of sales growth Sales CAGR of 20.5% in last 10 years 2. Well-positioned for key growth drivers Bandwidth expansion and IP network convergence 3. Balancing sales growth and profitability Targeting EBITDA* margin of 15% on revenue of $350 to $400 M 4. Solid balance sheet Cash position of $67.1 M and negligible debt ― as at August 31, 2012 5. Experienced and disciplined management team Deep knowledge of managing business in growth and downward markets * EBITDA is defined as net earnings before interest, income taxes, depreciation of property, plant and equipment, and amortization of intangible assets. © 2012 EXFO Inc. All rights reserved. 2010 reserved.. 15 15