One key aspect of Exchange Online is the SSO experience. With single sign-on, also called identity federation, users can access services in Microsoft Office 365 for enterprises with their existing Active Directory corporate credentials (user name and password). Benefits of a native SSO experience include the reduction of support calls (forgotten passwords), and the means for administrators to manage account policies through their on-premise Active Directory ecosystem.
To get this level of fidelity, however, requires the adoption of Active Directory Federation Services (AD FS 2.0). Without diving into specifics, ADFS provides the means for SSO by securely sharing digital identity and entitlement rights (claims) across security and enterprise boundaries. So in a way, ADFS is your identity interface to the cloud (Office 365). So if your company values SSO as you move your mail to the cloud, ADFS would be needed if you are aiming for Exchange Online.