Investor Presentation

December 2016
NASDAQ: MRVC
 Safe Harbor Statement

This presentation contains statements regarding future financial and operating results, management's assessment of
business trends, and other statements about management's future expectations, beliefs, goals, plans or prospects and those
of the market segments in which MRV is engaged that are based on management's current expectations, estimates, forecasts
and projections about MRV and its consolidated businesses and the respective market segments in which MRV's businesses
operate, in addition to management's assumptions. Statements regarding future financial and operating results, which are
not statements of historical facts, constitute forward-looking statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance nor guarantees
that the events anticipated will occur or expected conditions will remain the same or improve. These statements involve
certain risks, uncertainties and assumptions, the likelihood of which are difficult to assess and may not occur, including risks
that each of its business segments may not make the expected progress in its respective market, or that management's long-
term strategy may not achieve the expected results. Therefore, actual outcomes, performance and results may differ from
what is expressed or forecast in such forward-looking statements, and such differences may vary materially from current
expectations. For further information regarding risks and uncertainties associated with MRV's businesses, please refer to the
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" sections of
MRV's SEC filings. MRV assumes no obligation to and expressly disclaims any obligation to update or revise any forward-
looking statements contained in this document to reflect new information or future events or developments after the date
any such statement is made.

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 MRV at a Glance

Making Networks Smarter, Faster and More Efficient

$15B 1,000+ 3 9 $78.0M 50.8% $26.2 M

TAM Global Global Product LTM 9/30/16 LTM 9/30/16 Sept. 30, 2016
and Solid MRV R&D Launches Company Gross Cash & Cash
Drivers Customers Centers LTM Revenue Margin# Equiv.*

Compelling Driving Packet, Improving Financial

Market Optical & Software Performance and
Opportunity Innovation Strengthening Balance Sheet

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# A reconciliation of GAAP to Non-GAAP figures can be found in the appendix. *At Sept. 30, 2016 cash and cash equivalents including restricted time deposits of $5.3M were $26.2M.
 Fundamental Shift in Technology Driving Significant Growth
Network infrastructure evolving to support explosive growth in data and applications, driving
increasing demand of high performance networking products
Catalysts Explosive Growth in Data
DATA CENTER TRAFFIC MOBILE DATA TRAFFIC IP VIDEO
Streaming Video Webscale
30.6 EB/year 82% of all
10.4 EB/year consumer traffic
70% of all
4.4 EB/year consumer traffic
3.7 EB/month

2015 2019 2015 2019 2015 2019

Driving Significant Strain on Metro Networks

Data center / Interconnect
Location

Cloud Services Internet of Things

 Metro-only traffic will account for 62% of all IP traffic by 2018
 +75% of all global bandwidth will be Ethernet based

Mobile Backhaul Enterprise

Enterprise Internet gateway

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Sources: Cisco VNI
 Focused Go-To-Market and Development

Targeting Underserved Market Segments and Supporting Current Customers’ Growth Plans

REGIONAL SERVICE DATA CENTER CARRIER GLOBAL SERVICE

PROVIDERS NEUTRAL PROVIDERS PROVIDERS
Targeting700+ in North Approximately 800 meet LARGE global service
America alone target criteria providers are MRV customers

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 Product and Technology Leadership

Innovative Packet and Optical Platforms

 New product portfolio delivering end-to-end packet optical services

 Highly compact, power efficient and scalable to 100G and beyond

 Demonstrated low latency solutions for Optical Transport

 Powered and orchestrated with intelligent software

 Supporting software-driven and virtualized architecture

 Tailored for metro networking applications

 Deployed in large and strategic networks

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 MRV Has a Full End-to-End Product Portfolio
Pro-Vision®
 Simplifies MEF service provisioning
 Enables real-time performance monitoring & reporting
 Automated zero-touch for CPE mass deployments
 Interoperability with well-known OSS platforms
Pro-Vision Recognized for Innovation  Customer Portal - SLA reporting

OptiSwitch® OptiPacket® OptiDriver® & FiberDriver®

MARKET Ethernet Access over Fiber MARKET Metro IP Edge, CESR MARKET Metro WDM, Packet-Optical

POSITIONING CPE and 1st mile aggregation POSITIONING Metro Service Edge Aggregation POSITIONING Metro Optical Transport

Business Ethernet services Business Ethernet and backhaul WDM backbones and
APPLICATIONS APPLICATIONS APPLICATIONS
Mobile backhaul services over metro aggregation Data Center Interconnect

Milestone >100 OptiDriver Customers Since Launch

NEW -- V – Series Introduced in April OPX-1 Recognized for Innovation
>100K FiberDriver Units Shipped Over Last 10 Years

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 Recent Awards for Innovation

MRV Recognized for Excellence and Innovation

“OptiDriver™ has Pro-Vision is an “excellent “We chose the OP-X1 because

demonstrated innovation
and will help shape the
face of the quickly
evolving industry. ”
software solution that
efficiently and effectively
addresses a multitude
of operator concerns.”
it continues to add best-in-
breed features while raising the
bar on network speed – the
exact things today’s CSPs need
to remain competitive in an
ever-evolving market.”

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Financial Overview

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 Positioned for Sustainable Growth and Profitability

Investment in Business Focus, Simplifying Operations and Product Development

% $

Improving Supply Chain Focused Strategy Industry Leading GMs Investing in Innovation

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 Transitions Improve Products and Long-term Opportunity

Q3 2016 Product Revenue: 87% Packet & Optical Solutions; 13% Infrastructure Management

 Infrastructure management products late in life; facing declining demand

 Transitioning legacy optical transport platform to new OptiDriver family
 Focus on regional service providers and data center carrier neutral providers
 Introduced next generation OptiSwitch family of Ethernet Access Devices

Transitions will result in short-term revenue and earnings lumpiness

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 Q3 2016 Financial Performance

Packet and Optical Products Revenue Increasing Sequentially

($ in M) Non-GAAP Q3 016 Q2 2016 Q3 2015

Total Revenue $18.9 $21.6 $22.9

Packet and Optical Revenue Sequential Change (14)% 19%
Total Gross Margin 49.3% 48.3% 53.0%
Product Development & Engineering $4.9 $5.1 $4.8
Sales, General & Administration $6.4 $6.7 $6.6
Operating Income (Loss) $(1.9) $(1.3) $0.7

 Continued to prudently invest in the product roadmap, particularly in OptiSwitch® V-Series products for
metro access and in 100G solutions for data center interconnect.
 YOY revenue, revenues reflects fewer orders from global Tier-1 service provider customers, lower sales to
the data center interconnect market, particularly in Europe, and fewer large scale network projects in
North America as well as lower contribution from legacy infrastructure management products.
 Gross margin was 49.3%, still among the highest in the industry.
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A reconciliation of GAAP to Non-GAAP figures can be found in the appendix.
Significant Packet and Optical Revenue Growth During Product Transition

Product Revenue and Non-GAAP Product Gross Margin, $ in M

$62.9
$58.5 $63.8
$52.3 $56.9

55.8%
52.5%
48.5% 50.5% 49.7%

$16.6 $17.9 $18.3

$13.8
$9.6

Dec. 31 '12 Dec. 31, '13 Dec. 31 '14 Dec. 31 '15 LTM 9/30/2016

Legacy Infrastructure Management Products Packet and Optical Products Products GM

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A reconciliation of GAAP to Non-GAAP figures can be found in the appendix.
Reducing SG&A Costs to Bolster Investment in Development

Non-GAAP Operating Expenses, $ in M

$54.4
$52.5 $53.1
$47.9 $47.6

$15.3 $19.3
$20.7
$20.2 $20.3

$37.2 $35.1
$32.4
$27.7 $27.3

Dec. 31 '12 Dec. 31, '13 Dec. 31 '14 Dec. 31 '15 LTM 9/30/16

SG&A PD&E
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A reconciliation of GAAP to Non-GAAP figures can be found in the appendix.
 Solid Foundation for Growth

Significantly Enhanced Balance Sheet Following Sale of Network Integration Subsidiary

Full Year Full Year YTD

Balance Sheet Items
Dec. 31, 2014 Dec. 31, 2015 Sept. 30, 2016
Cash and investments* $16.4M $31.4M $26.20M
Low Capex Requirements: $1.3M $1.4M $0.7M

 Debt free at Sept. 30, 2016.

 Lower working capital requirements Q3 2016:

 Working capital totaled $30.3M at Sept. 30, 2016, compared to $39.5M at Dec. 31, 2015.

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At Dec. 31, 2014, Dec.31, 2015 and Sept. 30, 2016, cash and cash equivalents including restricted time deposits of $0.2M, $5.2M and $5.3M, were $16.4M, $31.4M and $26.2M, respectively.
 Operating Model

Non-GAAP Non-GAAP Non-GAAP

Target
2014 2015 LTM Sept. 30, 2016

Revenue 100% 100% 100% 100%

Total Gross Margin 49.4% 51.8% 50.8% ˜52%

Product Development
23.9% 22.9% 26.0% ˜19%
& Engineering
Sales, General &
37.5% 31.4% 35.0% ˜23%
Administrative

Operating Income (12.0)% (2.5)% (10.3)% ˜10%

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A reconciliation of GAAP to Non-GAAP figures can be found in the appendix..
 Driving Transformation and Maximizing Value

Network Equipment and Solutions Pure Play Following Sale of Network Integration Subsidiary

 Targeting network transformation and expanding metro market:

Focused Underserved regional service providers and content neutral providers & current Tier 1s
Strategy  Gaining traction, particularly in 100G and software define-networks (SDN)

 Providing innovative, new packet and optical products with service orchestration software
Differentiated
 Solving mission-critical applications: high-capacity cloud & data center connectivity,
Technology mobile backhaul and the migration to virtualized & programmable networks

 Improved focus: new sales structure, customer-centric culture and strong executive team
Poised to
 Improved financial position, strengthened balance sheet and streamlining cost structure
Grow  Highly scalable business targeting sustainable profitability through improved efficiencies

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 Appendix
NASDAQ: MRVC
 Use of Non-GAAP Measures

The company uses certain non-GAAP financial measures in this presentation to supplement its consolidated financial
statements, which are presented in accordance with GAAP. These non-GAAP measures include non-GAAP cost of
revenue, non-GAAP gross profit, non-GAAP product development and engineering, non-GAAP selling, general and
administrative, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP net income (loss) and non-
GAAP basic and diluted income (loss) per share. The company's non-GAAP financial measures exclude the impact of
stock-based compensation expense, severance and related transition costs, costs related to the sale of Tecnonet S.p.A.
and other non-recurring expenses, which the company believes are not indicative of its core operating results. The
company used these non-GAAP measures when evaluating its financial results as well as for internal resource
management, planning and forecasting purposes. These non-GAAP measures should not be viewed in isolation from or
as a substitute for the company's financial results in accordance with GAAP.

Certain revenue information is presented on a constant currency basis. The company presents this supplemental revenue
information, because it believes doing so facilitates a comparison of its operating results from period to period without
regard to changes resulting solely from fluctuations in currency rates. The company calculates constant currency revenue
growth by comparing current-period revenues to prior-period revenues with both periods converted at the U.S.
Dollar/local currency average foreign exchange rate for each month of the prior period for the currencies in which it does
business.

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Annual Non-GAAP Reconciliation

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Quarterly Non-GAAP Reconciliation

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