Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 11, 2015 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) th Street, Suite 2050, Boulder, CO (Address of Principal Executive Offices) (303) (Registrant's Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item Results of Operations and Financial Condition. On February 11, 2015, Zayo Group Holdings, Inc. (the Company ) issued a press release setting forth its financial results for the quarter ended December 31, A copy of the press release is attached hereto as Exhibit The information contained in this Item 2.02 and Exhibit 99.1, attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act ) and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission ( SEC ) under the Exchange Act or the Securities Act of 1933, as amended (the Securities Act ) whether made before or after the date hereof and irrespective of any general incorporation language in any filings. Item Regulation FD Disclosure. The Company prepared a slide presentation in connection with its February 11, 2015 earnings conference call and webcast. A copy of the slide presentation is attached hereto as Exhibit The information contained in this Item 7.01 and Exhibit 99.2, attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act ) and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission ( SEC ) under the Exchange Act or the Securities Act of 1933, as amended (the Securities Act ) whether made before or after the date hereof and irrespective of any general incorporation language in any filings. Item Financial Statements and Exhibits. (d) Exhibits. The following exhibits are furnished with this Form 8-K: Exhibit No. Description 99.1 Press Release dated February 11, Slide Presentation dated February 11, The information contained in Exhibits 99.1 and 99.2 attached hereto shall not be deemed filed for purposes of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference in any filing with the SEC under the Exchange Act or the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. Portions of this report may constitute forward-looking statements as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Additional information about issues that could lead to material changes in the Company s performance is contained in the Company s filings with the SEC.

3 SIGNATURE Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DATED: February 11, 2015 Zayo Group Holdings, Inc. By: /s/ Ken desgarennes Ken desgarennes Chief Financial Officer

4 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated February 11, Slide Presentation dated February 11, 2015.

5 Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the Second Fiscal Quarter Ended December 31, 2014 Second Fiscal Quarter 2015 Financial Highlights Zayo Group generated quarterly revenue of $323.9 million, a $3.3 million increase from the previous quarter, representing 4% annualized sequential growth; Adjusted EBITDA for the second fiscal quarter was $189.7 million, which was $6.7 million higher than the prior quarter, representing 15% annualized sequential growth; Quarterly revenue and Adjusted EBITDA increased by $46.9 million and $28.0 million, respectively compared to the second quarter of fiscal year Excluding the impact of foreign currency exchange rates, annualized revenue and EBITDA growth would have been 7% and 17%, respectively. BOULDER, Colo., February 11, 2015 Zayo Group Holdings, Inc. ( Zayo, ZGH or the Company ) (NYSE: ZAYO), a leading provider of bandwidth infrastructure and network-neutral colocation and connectivity services, announced results for the three months ended December 31, Second fiscal quarter revenue of $323.9 million grew 4% over the previous quarter on an annualized basis. Adjusted EBITDA of $189.7 million increased 15% over the previous quarter on an annualized basis. Operating income for the quarter increased $136.6 million from the previous quarter, and net income increased by $114.3 million from the previous quarter. Revenue and Adjusted EBITDA growth was negatively impacted by the strengthening of the US Dollar over the British Pound and Euro. During the three months ended December 31, 2014, capital expenditures were $129.5 million, which included adding 853 route miles and 561 buildings to the network, as compared to capital expenditures of $115.3 million for the previous quarter. The Company had $163.6 million of cash and $241.4 million available under its revolving credit facility as of December 31, 2014.

6 Recent Developments Early Redemption of Senior Notes On December 15, 2014, the Company redeemed $75.0 million of its outstanding 8.125% Senior Secured Notes at a price of % of the principal amount and $174.4 million of its outstanding % Senior Unsecured Notes at a price of % (collectively, the Note Redemption ). As part of the Note Redemption, the Company recognized a loss on extinguishment of debt of $30.9 million resulting from payment of an early redemption call premium of $23.8 million and expensing $7.1 million in net unamortized debt issuance costs. Acquisition of IdeaTek On December 3, 2014, the Company entered into a stock purchase agreement with the shareholders of IdeaTek Systems, Inc. ("IdeaTek"). The acquisition of IdeaTek closed on January 1, Upon the close of the IdeaTek acquisition, the Company acquired all of the equity interest in IdeaTek. The purchase price, subject to certain post-closing adjustments, was $52.0 million and was paid with cash on hand. The IdeaTek acquisition added 1,800 route miles to the Company s network in Kansas, and includes a dense metro footprint in Wichita, Kansas. The network spans across Kansas and connects to approximately 600 cellular towers and over 100 additional buildings. Pending Acquisition of Latisys On January 13, 2015, the Company entered into an acquisition agreement to acquire the operating units of Latisys Holdings, LLC ( Latisys ), a colocation and infrastructure as a service ( Iaas ) provider for a price of $675.0 million. The Latisys acquisition will be funded with senior unsecured indebtedness (see below) and is expected to close within the quarter ended March 31, 2015, subject to customary approvals. The Latisys acquisition will add colocation and IaaS services through eight datacenters across five markets in Northern Virginia, Chicago, Denver, Orange County and London. The acquired datacenters currently total over 185,000 square feet of billable space and 33 megawatts of critical power. Senior Unsecured Notes Offering On January 23, 2015, Zayo Group, LLC and Zayo Capital (collectively, the Issuers ), completed a private offering (the Notes Offering ) exempt from registration under the Securities Act of 1933, as amended, of $700.0 million aggregate principal amount of 6.00% senior unsecured notes due The net proceeds from the Notes Offering will be used to fund the purchase price to be paid in connection with the Company s pending acquisition of the operating units of Latisys. Any excess net proceeds will be used for general corporate purposes, which may include repayment of indebtedness, acquisitions, working capital and capital expenditures.

7 Second Fiscal Quarter Financial Results- Unaudited Three Months Ended December 31, 2014 and September 30, 2014 ($ in ) Three months ended December 31 September 30, Revenue $ $ Annualized revenue growth 4 % Operating income/(loss) $ 97.1 $ (39.5) Loss from operations before income taxes $ (0.6) $ (101.1) (Benefit)/provision for income taxes $ (4.4) $ 9.4 Net income/(loss) $ 3.8 $ (110.5) Adjusted EBITDA $ $ Annualized Adjusted EBITDA growth 15 % Adjusted EBITDA margin 59 % 57% Unlevered free cash flow $ 60.2 $ 67.7 Levered free cash flow/(deficit) $ (5.8 ) $ 2.9 Three Months Ended December 31, 2014 and December 31, 2013 ZGH Summary Results ($ in ) Three months ended December 31, December 31, Revenue $ $ Revenue growth 17 % Operating income $ 97.1 $ 22.6 Loss from operations before income taxes $ (0.6) $ (29.2) (Benefit)/provision for income taxes $ (4.4) $ 8.4 Net income/(loss) $ 3.8 $ (36.8) Adjusted EBITDA $ $ Adjusted EBITDA growth 17 % Adjusted EBITDA margin 59 % 58% Unlevered free cash flow $ 60.2 $ 73.4 Levered free cash flow/(deficit) $ (5.8 ) $ 54.0 Conference Call Zayo will hold a conference call to report second quarter 2015 results at 11:00 a.m. EST, February 11, The dial in number for the call is (800) A live webcast of the call can be found in the investor relations section of Zayo s website or can be accessed directly at During the call, the Company will review an earnings supplement presentation that summarizes the financial results of the quarter, which can be found at

8 About Zayo Based in Boulder, Colorado, Zayo Group Holdings, Inc. provides comprehensive bandwidth infrastructure services in over 300 markets through the US and Europe. Zayo delivers a full suite of lit services and dark fiber products to wireline and wireless customers, data centers, Internet content providers, high-bandwidth enterprises, and government agencies across its robust 82,000 route mile network. The company also offers 37 carrier-neutral colocation facilities across the US and France. Please visit for more information about Zayo. Forward Looking Statements Information contained in this supplemental presentation that is not historical by nature constitutes forward-looking statements which can be identified by the use of forward-looking terminology such as believes, expects, plans, intends, estimates, projects, could, may, will, should, or anticipates or the negatives thereof, other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that future results expressed or implied by the forward-looking statements will be achieved and actual results may differ materially from those contemplated by the forward-looking statements. Such statements are based on management s current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, those relating to Zayo Group Holdings, Inc. s ( the Company or ZGH ) financial and operating prospects, current economic trends, future opportunities, ability to retain existing customers and attract new ones, outlook of customers, and strength of competition and pricing. In addition, there is risk and uncertainty in the Company s acquisition strategy including our ability to integrate acquired companies and assets. Specifically there is a risk associated with our recent acquisitions, and the benefits thereof, including financial and operating results and synergy benefits that may be realized from these acquisitions and the timeframe for realizing these benefits. Other factors and risks that may affect our business and future financial results are detailed in the Risk Factors section of our final prospectus dated October 17, We caution you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates. We undertake no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after releasing this supplemental information or to reflect the occurrence of unanticipated events, except as required by law. This earnings release should be read together with the Company s unaudited condensed consolidated financial statements and notes thereto for the quarter ended December 31, 2014 included in the Company s Quarterly Report on Form 10-Q to be filed with the SEC on February 11, 2015 and for the year ended June 30, 2014 included in the Company s final prospectus filed with the SEC on October 17, Non-GAAP Financial Measures The Company provides financial measures that are not defined under generally accepted accounting principles in the United States, or GAAP, including Adjusted EBITDA, Adjusted EBITDA Margin, unlevered free cash flow, adjusted unlevered free cash flow, and levered free cash flow. Adjusted EBITDA is defined as earnings/(loss) from continuing operations before interest, income taxes, depreciation, and amortization ( EBITDA ) adjusted to exclude acquisition or disposal-related transaction costs, losses on extinguishment of debt, stock-based compensation, unrealized foreign currency gains/ (losses) on an intercompany loan, and non-cash income/(loss) on equity and cost method investments. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Unlevered free cash flow is defined as Adjusted EBITDA minus purchases of property and equipment, net of stimulus grants. Levered free cash flow is defined as operating cash flow minus purchases of property and equipment, net of stimulus grants. These measures are not measurements of our financial performance under GAAP and should not be considered in isolation or as alternatives to net income, net cash flows provided by operating activities, total net cash flows or any other performance measures derived in accordance with GAAP or as alternatives to net cash flows from operating activities or total net cash flows as measures of our liquidity. We use Adjusted EBITDA to evaluate our operating performance and liquidity, and we use levered free cash flow as a measure to evaluate cash generated through normal operating activities. In addition to Adjusted EBITDA, management uses unlevered free cash flow, which measures the ability of Adjusted EBITDA to cover capital expenditures. Adjusted EBITDA is a performance rather than cash flow measure. Correlating our capital expenditures to our Adjusted EBITDA does not imply that we will be able to fund such capital expenditures solely with cash from operations. In addition to these measures, we use levered free cash flow as a measure to evaluate cash generated through normal operating activities. These metrics are among the primary measures used by management for planning and forecasting future periods. We believe the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by management and make it easier to compare our results with the results of other companies that have different financing and capital structures. We believe that the presentation of levered 4

9 free cash flow is relevant and useful to investors because it provides a measure of cash available to pay the principal on our debt and pursue acquisitions of businesses or other strategic investments or uses of capital. We also monitor Adjusted EBITDA because our subsidiaries have debt covenants that restrict their borrowing capacity that are based on a leverage ratio, which utilizes a modified EBITDA, as defined in our credit agreement and the indentures governing our notes. The modified EBITDA is consistent with our definition of Adjusted EBITDA; however, it includes the pro forma Adjusted EBITDA of and expected cost synergies from the companies acquired by us during the quarter for which the debt compliance certification is due. Adjusted EBITDA results, along with the quantitative and qualitative information, are also utilized by management and our Compensation Committee, as an input for determining incentive payments to employees. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, analysis of our results of operations and operating cash flows as reported under GAAP. For example, Adjusted EBITDA: does not reflect capital expenditures, or future requirements for capital and major maintenance expenditures or contractual commitments; does not reflect changes in, or cash requirements for, our working capital needs; does not reflect the interest expense, or the cash requirements necessary to service the interest payments, on our debt; and does not reflect cash required to pay income taxes. Unlevered free cash flow and adjusted unlevered free cash flow has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, analysis of our results as reported under GAAP. For example, levered free cash flow: does not reflect changes in, or cash requirements for, our working capital needs; does not reflect the interest expense, or the cash requirements necessary to service the interest payments, on our debt; and does not reflect cash required to pay income taxes. Levered free cash flow has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, analysis of our results as reported under GAAP. For example, levered free cash flow: does not reflect principal payments on debt; does not reflect principal payments on capital lease obligations; does not reflect dividend payments, if any; and does not reflect the cost of acquisitions. Our computation of Adjusted EBITDA, unlevered free cash flow, adjusted unlevered free cash flow, and levered free cash flow may not be comparable to other similarly titled measures computed by other companies because all companies do not calculate these measures in the same fashion. Because we have acquired numerous entities since our inception and incurred transaction costs in connection with each acquisition, borrowed money in order to finance our operations and acquisitions, and used capital and intangible assets in our business, and because the payment of income taxes is necessary if we generate taxable income after the utilization of our net operating loss carry forwards, any measure that excludes these items has material limitations. As a result of these limitations, these measures should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as a measure of our liquidity. See Reconciliation of Non-GAAP Financial Measures for a quantitative reconciliation of Adjusted EBITDA to net income/(loss) and for a quantitative reconciliation of unlevered free cash flow and levered free cash flow to net cash flows provided by operating activities. Annualized revenue and annualized Adjusted EBITDA are derived by multiplying the total revenue and Adjusted EBITDA, respectively, for the most recent quarterly period by four. Our computations of annualized revenue and annualized Adjusted EBITDA may not be representative of our actual annual results. Measures referred to as being calculated on a constant currency basis are intended to present the relevant information assuming a constant exchange rate between the two periods being compared. Such metrics are calculated by applying the currency exchange rates used in the preparation of the prior period financial results to the subsequent period results. Tables reconciling non-gaap measures are included in the Historical Financial Data & Reconciliations section of this presentation. A glossary of terms used throughout is available under the investor section of the Company s website at 5

10 Consolidated Financial Information- Unaudited Consolidated Statements of Operations Three months ended Six months ended ($ in ) December 31 December Revenue $ $ $ $ Operating costs and expenses Operating costs (excluding depreciation and amortization) Selling, general and administrative expenses Depreciation and amortization Total operating costs and expenses Operating income Other expenses Interest expense (53.4) (50.3) (100.3) (101.8) Loss on extinguishment of debt (30.9) (1.9) (30.9) (1.9) Foreign currency (loss)/gain on intercompany loans (13.3) 0.2 (27.9) 0.8 Other (expense)/income, net (0.1) 0.2 (0.2) 0.3 Total other expenses, net (97.7) (51.8) (159.3) (102.6) Loss from operations before income taxes (0.6) (29.2) (101.7) (49.0) (Benefit)/provision for income taxes (4.4) Net income/(loss) from continuing operations 3.8 (37.6) (106.7) (66.7) Earnings from discontinued operations, net of income taxes Income/(loss) $ 3.8 $ (36.8) $ (106.7) $ (64.2) 6

11 Consolidated Balance Sheets ($ in ) December 31, June 30, Assets Current assets Cash and cash equivalents $ $ Trade receivables, net of allowance of $3.6 and $3.7 as of December 31, 2014 and June 30, 2014, respectively Due from related parties 0.1 Prepaid expenses Deferred income taxes, net Other assets Total current assets Property and equipment, net 2, ,821.4 Intangible assets, net Goodwill Debt issuance costs, net Other assets Total assets $ 5,063.9 $ 5,050.4 Liabilities and stockholders' equity Current liabilities Current portion of long-term debt $ 20.5 $ 20.5 Accounts payable Accrued liabilities Accrued interest 57.1 Capital lease obligations, current Deferred revenue, current Total current liabilities Long-term debt, non-current 2, ,219.7 Capital lease obligations, non-current Deferred revenue, non-current Stock-based compensation liability Deferred income taxes, net Other long-term liabilities Total liabilities 3, ,634.0 Stockholders' equity Preferred stock,.001 par value--50,000,000 shares authorized; no shares issued and outstanding as of December 31, 2014 and June 30, 2014, respectively Common Stock,.001 par value--850,000,000 shares authorized; issued and outstanding 239,008,679 shares and 223,000,000 shares as of December 31, 2014 and June 30, 2104, respectively Additional paid-in capital 1, Accumulated other comprehensive (loss)/income (6.6) 14.4 Accumulated deficit (438.3) (331.6) Note receivable from shareholder (22.0) Total stockholders' equity 1, Total liabilities and stockholders' equity $ 5,063.9 $ 5,

12 Consolidated Statements of Cash Flows ($ in ) Six months ended December 31, Cash flows from operating activities Net loss $ (106.7) $ (64.2) Earnings from discontinued operations, net of income taxes 2.5 Loss from continuing operations (106.7) (66.7) Adjustments to reconcile net loss to net cash provided by operating activities of continuing operations Depreciation and amortization Loss on extinguishment of debt Non-cash interest expense Non-cash loss on investments 0.5 Stock-based compensation Amortization of deferred revenue (34.6) (26.2) Additions to deferred revenue Provision for bad debts Foreign currency loss/(gain) on intercompany loans 27.9 (0.8) Deferred income taxes (0.7) 15.6 Changes in operating assets and liabilities, net of acquisitions Trade receivables (5.0) 14.8 Prepaid expenses Accounts payable and accrued liabilities (67.5) (16.8) Other assets and liabilities (7.5) (5.4) Net cash provided by operating activities of continuing operations Cash flows from investing activities Purchases of property and equipment (244.8) (175.0) Acquisition of Neo Telecoms, net of cash acquired (73.9) Acquisition of Colo Facilities Atlanta, net of cash acquired (52.5) Acquisition of FiberLink, LLC, net of cash acquired (43.1) Acquisition of Access Communications, Inc. (0.1) (40.1) Acquisition of Corelink Data Centers, LLC, net of cash acquired (0.3) Net cash used in investing activities of continuing operations (371.3) (258.5) Cash flows from financing activities Proceeds from debt Proceeds from revolving credit facility 45.0 Proceeds from initial public offering Direct costs associated with initial public offering (22.2) Distribution to parent (1.2) Principal payments on long-term debt (259.7) (8.5) Payment of early redemption fees on debt extinguished (23.8) Principal repayments on capital lease obligations (1.3) (5.9) Payments on revolving credit facility (45.0) Payment of debt issuance costs (1.7) Net cash (used in)/provided by financing activities of continuing operations (2.8) Cash flows from continuing operations (132.2) Cash flows from discontinued operations Operating activities 6.4 Investing activities (2.3) Financing activities (2.5) Cash flows from discontinued operations 1.6 Effect of changes in foreign exchange rates on cash (1.6) 0.2 Net (decrease)/increase in cash and cash equivalents (133.8) Continuing operations: Cash and cash equivalents, beginning of year $ $ 91.3 Cash flows from continuing operations (132.2) Cash flows from discontinued operations 1.6 Effect of changes in foreign exchange rates on cash (1.6) 0.2 Cash and cash equivalents, end of period $ $

13 Reconciliation of Non-GAAP Financial Measures ($ in ) Three months ended December 31, September 30, December 31, Reconciliation of Adjusted EBITDA: Income/(loss) from continuing operations $ 3.8 $ (110.5) $ (37.6) Loss on extinguishment of debt Interest expense Provision/(benefit) for income taxes (4.4) Depreciation and amortization Transaction costs Stock-based compensation (6.0) Foreign currency loss/(gain) on intercompany loans (0.2) Non-cash loss on investments 0.5 Adjusted EBITDA $ $ $ Reconciliation of unlevered free cash flow: Net cash provided by operating activities $ $ $ Cash paid for income taxes Cash paid for interest, net of capitalized interest Non-liquidating distribution to common unit holders 10.0 Transaction costs Provision for bad debts (0.3) (0.6) 0.4 Additions to deferred revenue (40.9) (43.2) (23.4) Amortization of deferred revenue Other changes in operating assets and liabilities Adjusted EBITDA Purchases of property and equipment, net (129.5) (115.3) (88.3) Unlevered free cash flow, as defined $ 60.2 $ 67.7 $ 73.4 Reconciliation of levered free cash flow: Net cash flows provided by operating activities from continuing operations $ $ $ Purchases of property and equipment, net (129.5) (115.3) (88.3) Levered free cash flow/(deficit), as defined $ (5.8) $ 2.9 $ 54.0 Investor Relations: Stacey Finerman (303) stacey.finerman@zayo.com 9

14 Exhibit 99.2 Zayo Group Holdings, Inc. Fiscal Year 2015 Q2 Supplemental Earnings Information

15 Forward-Looking Statements Information contained in this supplemental presentation that is not historical by nature constitutes forward looking statements which can be identified by the use of forward looking terminology such as believes, expects, plans, intends, estimates, projects, could, may, will, should, or anticipates or the negatives thereof, other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that future results expressed or implied by the forward looking statements will be achieved and actual results may differ materially from those contemplated by the forward looking statements. Such statements are based on management s current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward looking statements. These risks and uncertainties include, but are not limited to, those relating to Zayo Group Holdings, Inc. s ( the Company or ZGH ) financial and operating prospects, current economic trends, future opportunities, ability to retain existing customers and attract new ones, outlook of customers, and strength of competition and pricing. In addition, there is risk and uncertainty in the Company s acquisition strategy including our ability to integrate acquired companies and assets. Specifically there is a risk associated with our recent acquisitions, and the benefits thereof, including financial and operating results and synergy benefits that may be realized from these acquisitions and the timeframe for realizing these benefits. Other factors and risks that may affect our business and future financial results are detailed in the Risk Factors section of our final prospectus filed with the Securities and Exchange Commission on October 17, We caution you not to place undue reliance on these forward looking statements, which speak only as of their respective dates. We undertake no obligation to publicly update or revise forward looking statements to reflect events or circumstances after releasing this supplemental information or to reflect the occurrence of unanticipated events, except as required by law. 2 FY2015 Q2 Supplemental Earnings Information

16 Presentation of Certain Consolidated Pro-forma Financial Data Acquisitions have been, and are expected to continue to be, a component of the Company s strategy. In this Supplemental Earnings Information under Consolidated Financial Data, the Company sets forth its pro forma annualized revenue growth rate and pro forma annualized Adjusted EBITDA growth rates for the fiscal quarters impacted by the Company s acquisitions. These pro forma measures are intended to provide additional information regarding such rates of growth on a more comparable basis than would be provided without such pro forma adjustments. With regard to the recent acquisitions that impact the financial data reported within this supplemental earnings presentation (i.e. Corelink, Access, FiberLink, CoreXchange, Geo, Neo, and AtlantaNAP), the Company has calculated its pro forma annualized revenue growth rate and pro forma annualized Adjusted EBITDA growth rates as if the acquisitions occurred on the first day of the quarter preceding the respective quarter in which the acquisition closed. In making such adjustments, the Company made certain pro forma adjustments to the revenue and Adjusted EBITDA of the acquired entities, which principally include an adjustment related to the estimated fair value of the acquired deferred revenue balance and the elimination of historical transactions between Zayo and the acquired company, but do not include cost savings and other synergies that were only realized following completion of the acquisitions. See Pro forma Growth Reconciliation slides. The Company also makes additional pro forma adjustments to exclude the impact of changes in foreign exchange rates to its revenue and Adjusted EBITDA, by assuming the average US dollar to foreign exchange rates remained constant for the base comparative periods. The Company provides the pro forma annualized revenue growth rate and pro forma annualized Adjusted EBITDA growth rate for the fiscal quarters impacted by acquisitions on the slide entitled Consolidated Financial Data. Similarly, the Company presents pro forma annualized revenue and pro forma annualized Adjusted EBITDA growth rates for its operating segments. The calculation of the pro forma growth rates includes both the impact of the aforementioned acquisitions and the impact of transfers between the segments. The pro forma growth rates, if applicable to the reporting segments, are presented on slides entitled: Zayo Physical Infrastructure Segment Financial Data ; Zayo Lit Services Segment Financial Data ; and Zayo Other Segment Financial Data within the Financial Data by Reporting Segment section of this supplemental earnings presentation. 3 FY2015 Q2 Supplemental Earnings Information

17 Non-GAAP Financial Measures The Company provides financial measures that are not defined under generally accepted accounting principles in the United States, or GAAP, including Adjusted EBITDA, Adjusted EBITDA Margin, unlevered free cash flow, adjusted unlevered free cash flow, levered free cash flow, adjusted funds from operations, and net adjusted funds from operations. Adjusted EBITDA is defined as earnings/(loss) from continuing operations before interest, income taxes, depreciation, and amortization ( EBITDA ) adjusted to exclude acquisition or disposal related transaction costs, losses on extinguishment of debt, stock based compensation, unrealized foreign currency gains/ (losses) on an intercompany loan, and non cash income/(loss) on equity and cost method investments. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Unlevered free cash flow is defined as Adjusted EBITDA minus purchases of property and equipment, net of stimulus grants. Levered free cash flow is defined as operating cash flow minus purchases of property and equipment, net of stimulus grants. Adjusted funds from operations ( AFFO ) is defined as earnings/(loss) from continuing operations before depreciation and amortization, unrealized foreign currency gains/(losses) on an intercompany loan, stock based compensation, acquisition or disposal related transaction costs, losses on extinguishment of debt, noncash income/(loss) on equity and cost investments, non cash monthly amortized revenue, less cash payments related to maintenance capital expenditures. Net AFFO is defined as AFFO plus upfront customer payments from less than twelve month payback on net new sales less cash payments related to capital expenditures for (i) less than twelve month payback on net new sales and (ii) network capacity. These measures are not measurements of our financial performance under GAAP and should not be considered in isolation or as alternatives to net income, net cash flows provided by operating activities, total net cash flows or any other performance measures derived in accordance with GAAP or as alternatives to net cash flows from operating activities or total net cash flows as measures of our liquidity. We use Adjusted EBITDA to evaluate our operating performance and liquidity, and we use levered free cash flow as a measure to evaluate cash generated through normal operating activities. In addition to Adjusted EBITDA, management uses unlevered free cash flow, which measures the ability of Adjusted EBITDA to cover capital expenditures. Adjusted EBITDA is a performance rather than cash flow measure. Correlating our capital expenditures to our Adjusted EBITDA does not imply that we will be able to fund such capital expenditures solely with cash from operations. In addition to these measures, we use levered free cash flow as a measure to evaluate cash generated through normal operating activities. These metrics are among the primary measures used by management for planning and forecasting future periods. We believe the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by management and make it easier to compare our results with the results of other companies that have different financing and capital structures. We believe that the presentation of levered free cash flow is relevant and useful to investors because it provides a measure of cash available to pay the principal on our debt and pursue acquisitions of businesses or other strategic investments or uses of capital. We believe the presentation of AFFO and Net AFFO is useful to investors by providing measures presented by certain datacenter and cellular tower REITs (and some non REITs) with which we are sometimes compared. 4 FY2015 Q2 Supplemental Earnings Information

18 Non-GAAP Financial Measures (continued) We also monitor Adjusted EBITDA because our subsidiaries have debt covenants that restrict their borrowing capacity that are based on a leverage ratio, which utilizes a modified EBITDA, as defined in our credit agreement and the indentures governing our notes. The modified EBITDA is consistent with our definition of Adjusted EBITDA; however, it includes the pro forma Adjusted EBITDA of and expected cost synergies from the companies acquired by us during the quarter for which the debt compliance certification is due. Adjusted EBITDA results, along with the quantitative and qualitative information, are also utilized by management and our Compensation Committee, as an input for determining incentive payments to employees. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, analysis of our results of operations and operating cash flows as reported under GAAP. For example, Adjusted EBITDA: does not reflect capital expenditures, or future requirements for capital and major maintenance expenditures or contractual commitments; does not reflect changes in, or cash requirements for, our working capital needs; does not reflect the interest expense, or the cash requirements necessary to service the interest payments, on our debt; and does not reflect cash required to pay income taxes. Unlevered free cash flow and adjusted unlevered free cash flow have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, analysis of our results as reported under GAAP. For example, unlevered free cash flow: does not reflect changes in, or cash requirements for, our working capital needs; does not reflect the interest expense, or the cash requirements necessary to service the interest payments, on our debt; and does not reflect cash required to pay income taxes. Levered free cash flow, AFFO, and Net AFFO have limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, analysis of our results as reported under GAAP. For example, levered free cash flow, AFFO, and Net AFFO: does not reflect principal payments on debt; does not reflect principal payments on capital lease obligations; does not reflect dividend payments, if any; and does not reflect the cost of acquisitions. 5 FY2015 Q2 Supplemental Earnings Information

19 Non-GAAP Financial Measures (continued) Our computation of Adjusted EBITDA, unlevered free cash flow, adjusted unlevered free cash flow, levered free cash flow, AFFO, and Net AFFO may not be comparable to other similarly titled measures computed by other companies because all companies do not calculate these measures in the same fashion. Because we have acquired numerous entities since our inception and incurred transaction costs in connection with each acquisition, borrowed money in order to finance our operations and acquisitions, and used capital and intangible assets in our business, and because the payment of income taxes is necessary if we generate taxable income after the utilization of our net operating loss carryforwards, any measure that excludes these items has material limitations. As a result of these limitations, these measures should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as a measure of our liquidity. See Reconciliation of Non GAAP Financial Measures for a quantitative reconciliation of Adjusted EBITDA, AFFO, and Net AFFO to net income/(loss) and for a quantitative reconciliation of unlevered free cash flow and levered free cash flow to net cash flows provided by operating activities. Annualized revenue and annualized Adjusted EBITDA are derived by multiplying the total revenue and Adjusted EBITDA, respectively, for the most recent quarterly period by four. Our computations of annualized revenue and annualized Adjusted EBITDA may not be representative of our actual annual results. Measures referred to as being calculated on a constant currency basis are intended to present the relevant information assuming a constant exchange rate between the two periods being compared. Such metrics are calculated by applying the currency exchange rates used in the preparation of the prior period financial results to the subsequent period results. Tables reconciling such non GAAP measures are included in the Historical Financial Data & Reconciliations section of this presentation. A glossary of terms used throughout is available under the investor section of the Company s website at 6 FY2015 Q2 Supplemental Earnings Information

20 Other Notes Operating Measures This earnings supplement contains operating measures used by the Company in managing the business. Management believes that providing this information enables analysts, investors, and others to obtain a better understanding of the Company s operating performance and to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance on a standalone and comparative basis. Certain supplemental information provided and related definitions may not be directly comparable to similarly titled items reported by other companies. Further, the Company may, from time to time, revise the calculation or presentation of certain operating measures. Revisions Certain prior period operating measures have been revised to reflect corrections or reclassifications of data. These revisions are not material and have no impact on the Company s reported financial results. Estimates Certain operating measures presented herein are based on estimates. The measures are noted as estimates where presented and include: (1) estimated net new sales (bookings) less network expense; (2) estimated capital expenditures associated with net new sales (bookings); (3) estimated payback period on net new sales (bookings)(calculated); (4) estimated commitments of speculative capital expenditures; (5) estimated timing of service activation pipeline conversion; and (6) planned synergies. Rounding Components may not sum due to rounding. 7 FY2015 Q2 Supplemental Earnings Information

21 Recent Developments Early Redemption of Senior Notes On December 15, 2014, the Company redeemed $75.0 million of its outstanding 8.125% Senior Secured Notes at a price of % of the principal amount and $174.4 million of its outstanding % Senior Unsecured Notes at a price of % (collectively, the Note Redemption ). As part of the Note Redemption, the Company incurred an early redemption call premium of $23.8 million. IdeaTek Close On December 3, 2014, the Company entered into a stock purchase agreement with the shareholders of IdeaTek Systems, Inc. ("IdeaTek"). The acquisition of IdeaTek closed on January 1, Upon the close of the IdeaTek acquisition, the Company acquired all of the equity interest in IdeaTek. The purchase price, subject to certain post closing adjustments, was $52.0 million and was paid with cash on hand. The IdeaTek acquisition added 1,800 route miles to the Company s network in Kansas, and includes a dense metro footprint in Wichita, Kansas. The network spans across Kansas and connects to approximately 600 cellular towers and over 100 additional buildings. Latisys Signing On January 13, 2015, the Company entered into an acquisition agreement to acquire the operating units of Latisys Holdings, LLC ( Latisys ), a colocation and infrastructure as a service ( IaaS ) provider for a price of $675.0 million. The Latisys acquisition will be funded with senior unsecured indebtedness (see below) and is expected to close within the quarter ended March 31, 2015, subject to customary approvals. The Latisys acquisition will add colocation and IaaS services through eight datacenters across five markets in Northern Virginia, Chicago, Denver, Orange County, and London. The acquired datacenters currently total over 185,000 square feet of billable space and 33 megawatts of critical power. Senior Unsecured Notes Offering On January 23, 2015, the Company completed a private offering (the Notes Offering ) exempt from registration under the Securities Act of 1933, as amended, of $700.0 million aggregate principal amount of 6.00% senior unsecured notes due The net proceeds from the Notes Offering will be used to fund the purchase price to be paid in connection with the Company s pending acquisition of the operating units of Latisys. Any excess net proceeds will be used for general corporate purposes, which may include repayment of indebtedness, acquisitions, working capital and capital expenditures. 8 FY2015 Q2 Supplemental Earnings Information

22 9 FY2015 Q2 Supplemental Earnings Information Financial Highlights

23 Consolidated Financial Data Financial Data ($ in ) Three Months Ended December 31, March 31, June 30, September 30, December 31, Revenue $277.0 $281.4 $296.8 $320.6 $323.9 Annualized revenue growth 13% 6% 22% 32% 4% Pro forma annualized revenue growth 1 8% 4% 12% 7% Operating income/(loss) $22.6 $15.8 ($13.3) ($39.5) $97.1 Net Earnings/(loss) ($36.8) ($41.6) ($73.5) ($110.5) $3.8 Adjusted EBITDA, from continuing operations $161.7 $165.2 $171.1 $183.0 $189.7 Annualized Adjusted EBITDA growth 15% 9% 14% 28% 15% Pro forma annualized Adjusted EBITDA growth 1 11% 9% 8% 16% Adjusted EBITDA margin 58% 59% 58% 57% 59% Purchases of property and equipment $88.3 $90.9 $94.9 $115.3 $129.5 Unlevered Free Cash Flow Unlevered Free Cash Flow margin 26% 26% 26% 21% 19% Adjusted Unlevered Free Cash Flow Adj Unlevered Free Cash Flow margin 30% 45% 37% 29% 26% 1 Pro forma annualized growth for revenue and Adjusted EBITDA are calculated as if the acquisitions occurred on the first day of the quarter preceding the respective quarter in which the acquisitions closed 10 FY2015 Q2 Supplemental Earnings Information

24 Foreign Exchange Impact & Exposure Foreign Exchange Impact & Exposure ($ in ) Three Months Ended Three Months Ended June 30, September 30, September 30, December 31, FOREIGN EXCHANGE IMPACT Pro forma revenue: 1 As Reported $315.4 $320.6 $320.6 $323.9 Constant Currency 2 $315.4 $321.1 $320.6 $326.1 Variance.5 $2.2 Pro forma annualized revenue growth 1 As Reported 6.6% 4.1% Constant Currency 2 7.3% 6.8% Pro forma Adjusted EBITDA, from continuing operations: 1 As Reported $176.1 $183.0 $183.0 $189.7 Constant Currency 2 $176.1 $183.2 $183.0 $190.8 Variance.2 $1.1 Pro forma annualized Adjusted EBITDA growth As Reported 15.7% 14.6% Constant Currency % 17.0% FOREIGN EXCHANGE EXPOSURE 2 Percentage of Revenue British Pound ( ) 9.3% 9.1% Euro ( ) 2.9% 2.7% Total non US Dollar 12.2% 11.8% 1 Pro forma annualized growth for revenue and Adjusted EBITDA are calculated as if the acquisitions occurred on the first day of the quarter preceding the respective quarter in which the acquisitions closed 2 Constant currency is based on the average US Dollar to British Pound and to Euro foreign exchange rates for the base comparative periods 11 FY2015 Q2 Supplemental Earnings Information

25 Net New Sales (Bookings) Net New Sales (Bookings) 1 MRR and MAR thousands $10,000 $8,000 $6,000 $4,000 $2,000 Net New Sales (Bookings) Contract Value = $263M $245M $324M $531M $353M $494M $545M $227M $4,387 $4,874 $4,866 $5,696 $5,164 $416 $407 $375 $442 $185 $6,079 $5,796 $543 $5,218 $626 $425 $4,203 $4,468 $4,491 $5,280 $4,722 $5,535 $5,170 $4,793 Monthly Bookings less Netex thousands $10,000 $8,000 $6,000 $4,000 $2,000 Estimated Bookings less Netex 2 Est Bookings less Netex % = 96% 96% 96% 96% 94% 95% 92% 92% $4,218 $4,690 $4,663 $5,440 $4,877 $358 $170 $390 $364 $487 $5,748 $5,350 $503 $4,782 $578 $370 $4,048 $4,300 $4,299 $5,083 $4,389 $5,246 $4,772 $4,412 Net Sales MRR Net Sales MAR Bookings less Netex MRR Bookings less Netex MAR Estimated Capital and Upfront Expenditures associated with Net New Sales (Bookings) less Upfront Charges months Estimated Payback Period associated with Net New Sales (Bookings) $ $ $50 10 $46 $40 $44 $82 $76 $83 $169 $ In the three months ended September 30, 2013, all metrics were updated to reflect Net New Sales (Bookings), which is equal to Gross New Sales (Bookings) less Cancelled New Sales (Bookings). Prior periods were revised to reflect the change 2 Network expense or "Netex", consists of third party network service costs resulting from Net New Sales (Bookings) 12 FY2015 Q2 Supplemental Earnings Information

26 Estimated Capital and Upfront Expenditures and Net New Sales (Bookings) IRU and Upfront Charges Estimated Capital and Upfront Expenditures and Net New Sales (Bookings) IRU and Upfront Charges Capital Expenditures $300 $250 $200 $150 $50 $66.4 $2.9 Estimated Expenditures associated with Net New Sales (Bookings) $92.5 $87.7 $2.1 $1.6 $150.5 $155.1 $154.3 $3.6 $1.0 $10.1 $227.3 $4.9 $96.5 $4.2 $63.5 $90.3 $86.1 $147.0 $154.1 $144.1 $222.4 $92.2 $300 $250 $200 $150 $50 Net New Sales (Bookings) IRU and Upfront Charges Contract Value = $20.3M $52.9M $43.9M $68.9M $79.2M $70.8M $58.8M $28.8M $68.9 $79.2 $70.8 $58.8 $3.0 $52.9 $17.0 $3.6 $43.9 $10.2 $5.7 $3.1 $7.1 $16.2 $8.8 $20.3 $9.6 $3.5 $13.9 $28.8 $3.8 $51.7 $59.2 $4.1 $6.1 $39.6 $37.3 $48.8 $36.0 $19.9 $10.3 $4.7 Estimated Capital Expenditures associated with Net New Sales (Bookings) Estimated Upfront Expenditures associated with Net New Sales (Bookings) Net New Sales (Bookings) from IRUs Net New Sales (Bookings) Upfront Charges Net New Sales (Bookings) Other Charges (Construction Services, Other) 13 FY2015 Q2 Supplemental Earnings Information

27 Stratification of Net New Sales (Bookings) Net New Sales (Bookings) Stratification March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, Network capacity Estimated Ca pital Expenditures ($ in ) $8.5 $9.7 $15.7 $17.4 $20.1 $23.8 $20.6 $ % <12 Month Payback and Positive IRR Net New Sales (Bookings) (MRR and MAR) ($ in thousands) $3,205 $3,526 $3,732 $3,880 $3,419 $4,103 $3,965 $3,757 70% Estimated Ca pital and Upfront Expenditures associated with Net New Sales (Bookings) less Upfront Charges ($ in ) (.8) ($19.1) ($8.4) ($4.2) ($18.2) ($5.6) $20.1 ($1.0) Estimated Ca pital Expenditures ($ in ) $14.7 $29.9 $24.4 $44.1 $14.5 $39.5 $45.4 $ % Estimated Payback Period (in months) Contract Value of Net New Sales (Bookings) ($ in ) $172.5 $172.7 $225.3 $337.8 $153.1 $277.7 $353.6 $151.9 >12 Month Payback and Positive IRR Net New Sales (Bookings) (MRR and MAR) ($ in thousands) $1,172 $1,274 $1,035 $1,645 $1,692 $1,919 $1,386 $1,404 27% Estimated Ca pital and Upfront Expenditures associated with Net New Sales (Bookings) less Upfront Charges ($ in ) $28.5 $26.2 $25.9 $31.2 $45.0 $52.7 $28.9 $23.7 Estimated Ca pital Expenditures ($ in ) $32.3 $28.9 $36.9 $48.3 $87.0 $67.7 $56.9 $ % Estimated Payback Period (in months) Contract Value of Net New Sales (Bookings) ($ in ) $89.8 $69.9 $95.4 $189.0 $191.6 $215.0 $130.4 $73.1 Speculative Projects Net New Sales (Bookings) (MRR and MAR) ($ in thousands) $11 $75 $98 $170 $53 $57 $446 $58 2% Estimated Ca pital and Upfront Expenditures associated with Net New Sales (Bookings) less Upfront Charges ($ in ) Three Months Ended $4.8 $21.4 $7.2 $37.2 $29.0 $13.1 $99.0 $11.3 Estimated Ca pital Expenditures ($ in ) $7.6 $21.7 $9.1 $37.2 $32.5 $13.2 $99.6 $ % Estimated Payback Period (in months) n/a n/a n/a n/a n/a n/a n/a n/a Contract Value of Net New Sales (Bookings) ($ in ).2 $2.7 $3.5 $4.1 $8.2 $1.4 $60.7 $2.0 Average % of eight prior quarters 14 FY2015 Q2 Supplemental Earnings Information 14

28 Installation and Churn Processed Installation and Churn Processed MRR and MAR thousands $7,000 $6,000 $5,000 $4,000 $3,000 $2,000 Gross Installations $5,268 $5,393 $5,478 $4,991 $5,077 $349 $353 $419 $434 $4,596 $4,763 $4,757 $348 $316 $432 $313 MRR and MAR thousands ($1,000) ($2,000) ($3,000) ($4,000) ($5,000) ($3,198) ($3,658) ($3,735) ($3,451) ($3,422) ($3,435) ($3,568) ($3,550) ($90) ($3,288) ($151) ($121) ($3,809) ($3,855) Churn Processed ($202) ($169) ($158) ($336) ($165) ($3,653) ($3,591) ($3,594) ($3,904) ($3,715) $1,000 $4,558 $4,280 $4,331 $4,444 $4,730 $4,919 $5,040 $5,059 ($6,000) ($7,000) Churn = 1.3% 1.5% 1.5% 1.4% 1.3% 1.3% 1.3% 1.2% thousands $7,000 Gross Installed Revenue MRR Net Installations Gross Installed Revenue MAR Churn Processed MRR Churn Processed MAR $6,000 MRR and MAR $5,000 $4,000 $3,000 $2,000 $1,000 $1,704 $344 $788 $908 $1,360 $166 $311 $622 $597 $1,486 $1,674 $1,763 $1,489 $1,104 $179 $190 $17 $254 $110 $993 $1,307 $1,484 $1,472 $1,509 Net Installations MRR Net Installations MAR 15 FY2015 Q2 Supplemental Earnings Information

29 Stratification of Revenue Revenue Stratification $350 $320.6 $323.9 $296.8 $9.6 $9.5 $300 $9.8 $17.3 $17.3 $256.6 $261.8 $268.1 $277.0 $281.4 $15.2 $4.4 $5.1 $1.2 $2.6 $3.6 $5.3 $4.3 $11.1 $12.0 $12.6 $13.6 $14.2 $250 $4.1 $3.1 $3.1 $2.9 $3.3 $4.1 $200 $350 $300 $250 $200 MRR and MAR on the Last Day of the Quarter 1 $150 $50 $241.2 $244.1 $248.9 $254.7 $258.8 $267.6 $289.4 $292.0 $150 $50 $85.0 $86.7 $89.4 $90.6 $92.8 $98.8 $103.7 $104.8 $3.3 $4.0 $4.5 $4.7 $4.8 $5.6 $5.8 $6.0 $81.7 $82.7 $84.9 $85.9 $88.0 $93.2 $97.9 $98.8 MRR Usage MAR Other Revenue MRR on the last day of the quarter MAR of the last day of the quarter $60 Other Revenue $60 MAR $60 IRU and Upfront Charges $50 $50 $50 $51.3 $48.0 $40 $30 $20 $10 $1.2 $2.6 $3.6 $5.3 $4.3 $9.8 $9.6 $9.5 $40 $30 $20 $10 $17.3 $17.3 $11.1 $12.0 $12.6 $13.6 $14.2 $15.2 $10.4 $10.6 $7.3 $7.8 $8.1 $8.9 $9.3 $9.7 $3.8 $4.1 $4.4 $4.7 $4.9 $5.5 $6.9 $6.7 $40 $30 $20 $10 $30.6 $34.8 $34.1 $34.2 $26.2 $43.6 $40.1 $22.7 $24.9 $17.7 $28.0 $28.7 $28.7 $12.7 $5.7 $8.5 $6.8 $7.7 $10.0 $7.9 $5.4 $5.5 MAR Upfront Charges MAR IRU Customer Invoices for Upfront Charges Accounted for as MAR Customer Invoices for IRU Charges Accounted for as MAR 1 The change in MRR and MAR on the last day of the quarter is equal to the net installations in the period plus or minus any effects of fluctuations in foreign exchange rates 16 FY2015 Q2 Supplemental Earnings Information

30 Stratification of Adjusted EBITDA Stratification of Adjusted EBITDA Adjusted EBITDA Stratification Adjusted EBITDA Associated with Other Revenue $220 $180 $140 $60 $20 ($20) $183.0 $189.7 $5.6 $7.1 $155.6 $161.7 $165.2 $171.1 $147.6 $2.2 $4.2 $2.8 $6.2 $141.8 $1.1 $147.9 $140.7 $153.4 $157.5 $162.4 $164.9 $175.9 $184.2 (.3) 1 $12 $8 $4 ($4) ($8) $7.1 $6.2 $5.6 $4.2 $2.2 $2.8 $4.3 $7.2 $1.1 $4.1 $8.2 (.3) $3.7 $4.1 $2.0.1 (.1) $1.9 $3.1 ($1.9) ($1.5) ($1.3) ($2.1) ($2.6) Adjusted EBITDA associated with Other Revenue Adjusted EBITDA excluding Other Revenue Adjusted EBITDA associated with Credits and Adjustments Adjusted EBITDA associated with Early Termination Revenue and Construction Services 1 Note that Dec 14 Adjusted EBITDA includes $3.6M of unusual non revenue items (including a payment from the escrow account related to the Fibergate purchase and a landlord lease concession payment in exchange for Zayo's early termination of an office lease in London). Therefore net of the $2.1M quarter over quarter increase in Adjusted EBITDA is related to these one time items partially offset by the decrease in Adjusted EBITDA associated with Other Revenue 17 FY2015 Q2 Supplemental Earnings Information

31 Purchases of Property and Equipment Purchases of Property and Equipment by Driver Purchases of Property and Equipment Growth Capital Expenditures Capital Expenditures $140 $120 $80 $60 $40 $20 $14 $12 $10 $8 $6 $4 $2 $129.5 $3.0 $ $101.9 $3.8 $5.7 $95.7 $1.7.6 $94.9 $2.1.6 $5.7 $1.1 $86.7 $88.3 $90.9 $4.2 $1.9 $1.8 $1.1.7 $ $4.9 $4.9 $5.2 $5.1 $88.5 $95.4 $79.1 $80.7 $84.5 $88.8 $105.2 $120.1 Growth Maintenance Integration Other Maintenance, Integration and Other $10.1 $9.4 $3.8 $7.2 $7.5 $7.6 $3.0 $6.5 $1.9 $1.8 $6.4 $6.1 $2.1 $1.1 $ $1.1.6 $4.0 $4.2 $5.1 $4.9 $4.9 $5.2 $5.7 $5.7 Maintenance Integration Other Capital Expenditures Capital Expenditures $140 $120 $80 $60 $40 $20 $140 $120 $80 $60 $40 $20 $120.1 $105.2 $95.4 $88.5 $26.9 $11.0 $79.1 $80.7 $84.5 $88.8 $19.6 $8.1 $11.8 $13.0 $15.4 $14.1 $80.4 $84.4 $67.3 $67.7 $69.1 $74.7 $85.6 $93.2 Success Based Infrastructure Purchases of Property and Equipment by Type $129.5 $115.3 $4.2 $5.9 $11.3 $95.7 $101.9 $1.6 $12.3 $3.4 $8.8 $86.7 $88.3 $90.9 $94.9 $3.0 $6.2 $3.1 $2.3 $4.5 $10.9 $9.2 $9.8 $13.1 $80.7 $60.4 $57.6 $71.3 $53.5 $51.3 $62.1 $59.5 $4.2 $1.1.8 $2.1 $7.2 $ $5.1 $3.6 $3.4 $1.1.4 $3.1 $1.3 $20.2 $21.6 $16.6 $21.2 $1.0 $11.7 $15.3 $19.5 $27.0 Optronics equipment IP equipment IT technology Outside and inside plant Capitalized labor Other 18 FY2015 Q2 Supplemental Earnings Information

32 Cash Flow Stratification Adjusted EBITDA % of Revenue $250 58% 54% 58% 58% 59% 58% 57% 59% Purchases of Property and Equipment % of Revenue $250 37% 39% 32% 32% 32% 32% 36% 40% Net Capital 1 % of Revenue $250 36% 26% 23% 23% 9% 15% 22% 27% $200 $200 $200 $150 $150 $150 $50 $50 $50 $148 $142 $156 $162 $165 $171 $183 $190 $10.2 million lease termination cost adjustment Unlevered Free Cash Flow (FCF) 2 $250 % of Revenue 20% 15% 26% 27% 26% 26% 21% 19% $96 $102 $87 $88 $91 $95 $115 $130 Adj Unlevered FCF 3 $250 % of Revenue 17% 24% 30% 30% 45% 37% 29% 26% $93 $68 $63 $65 $25 $45 $72 $89 Levered FCF 4 $200 % of Revenue 6% 13% 4% 19% 24% 22% 1% 2% $200 $150 $200 $150 $150 * Dec-14 includes the payment of $56M of notes interest normally paid in Mar-15 $50 $50 $50 ($14) $34 $10 $54 $66 $65 $3 ($6) $52 $40 $69 $73 $74 $76 $68 $60 $44 $62 $80 $83 $126 $111 $94 $84 1 Net Capital is equal to Cash Outflows for Purchases of Property and Equipment less Additions to Deferred Revenue 2 Unlevered Free Cash Flow is equal to Adjusted EBITDA less Cash Outflows for Purchases of Property and Equipment 3 Adjusted Unlevered Free Cash Flow is equal to Adjusted EBITDA less Net Capital less Monthly Amortized Revenue 4 Levered Free Cash Flow is equal to Net Cash Provided by Operating Activities less Cash Outflows for Purchases of Property and Equipment 19 FY2015 Q2 Supplemental Earnings Information ($50) *

33 AFFO $175 Income/(Loss) from Continuing Operations $300 Non-cash Adjustments 1 $300 Other Adjustments 2 $125 $250 $250 $75 $200 $200 $25 $4 $150 $150 ($25) ($9) ($8) ($29) ($38) ($43) ($72) ($110) ($75) $50 $50 ($125) Mar 13 Jun 13 Sep 13 Dec 13Mar 14 Jun 14 Sep 14 Dec 14 $117 $111 $125 $135 $161 $216 $87 Mar 13 Jun 13 Sep 13 Dec 13Mar 14 Jun 14 Sep 14 Dec 14 $1 $1 $2 $5 $3 $33 $7 Mar 13 Jun 13 Sep 13 Dec 13Mar 14 Jun 14 Sep 14 Dec 14 $300 Maintenance CapEx (As Reported) $300 % of Revenue AFFO 34% 36% 29% 30% 31% 30% 32% 36% $250 $250 $200 $200 $150 $150 $50 $50 $4 $4 $5 $5 $5 $5 $6 $6 Mar 13 Jun 13 Sep 13 Dec 13Mar 14 Jun 14 Sep 14 Dec 14 $87 $95 $77 $84 $87 $88 $104 $118 1 Includes MAR, Depreciation & Amortization, Stock based Compensation, Foreign Currency Loss/(Gain) on Intercompany Loan, and Non cash Loss on Investments 2 Includes Transaction Costs and Loss from the Extinguishment of Debt 20 FY2015 Q2 Supplemental Earnings Information

34 Net AFFO $150 AFFO $5 <12 month payback net sales Churn processed ($3.3) ($3.8) ($3.9) ($3.7) ($3.6) ($3.6) ($3.9) ($3.7) $4 ($1) $3 ($2) $50 $2 ($3) $1 ($4) $87 $95 $77 $84 $87 $88 $104 $118 $3.2 $3.5 $3.7 $3.9 $3.4 $4.1 $4.0 $3.8 ($5) $150 Less: CapEx from <12 mo. payback net sales and Network Capacity CapEx $150 Plus: Upfront customer payments on <12 mo. payback net sales $150 % of Revenue Net AFFO 31% 40% 26% 26% 30% 24% 20% 26% $50 $40 $40 $61 $17 $35 $63 $24 $66 $21 $51 $50 $50 $23 $10 $16 $34 $20 $9 $15 $30 $24 $44 $15 $39 $45 $18 CapEx from <12mo. payback net sales Network Capacity $16 $49 $33 $48 $33 $45 $25 $19 $79 $105 $70 $71 $86 $70 $63 $85 21 FY2015 Q2 Supplemental Earnings Information

35 22 FY2015 Q2 Supplemental Earnings Information Inorganic Activity

36 Weighted Average Multiple = 9.6x Pre-Synergy and 6.9x Post Synergy ZGH Acquisition History 1 Estimated Estimated Adjusted Adjusted EBITDA LQA Close Date Purchase Price (in unless noted) Revenue LQA 2 EBITDA LQA 2 Pre Synergy Multiple Planned Synergies + Synergies Post Synergy Multiple Memphis Networx* Jul $5.4 $ x 0.0 $ x PPL Aug x x IFW Sep (1.7) NM 1.0 (0.7) NM Onvoy* Nov x x Voicepipe* Nov 07 N/A N/A N/A N/A N/A N/A N/A Citynet Feb x x NTI May x x Ctel Tri State Mkts* Jul (1.0) NM NM CFS Sep x x Citynet Retail Sep (0.3) NM 0.0 (0.3) NM Adesta Sep (0.2) NM 0.0 (0.2) NM NTI (California) May 09 N/A N/A N/A N/A N/A N/A N/A Fibernet Sep x x AGL Networks Jul x x Dolphini Sep (0.1) NM 0.1 (0.1) NM AFS Oct x x 360* Dec x x Marquisnet Dec x x Arialink* May x x AboveNet Jul 12 2, x x Fibergate Aug x x USCarrier Oct x x First Telecom Services Dec x x LiteCast Dec x x Core NAP May x x Corelink Aug (1.6) NM x Access Communications Oct x x Fiberlink Oct x x CoreXchange Mar x x Geo May x x Neo Telecoms Jul x x AtlantaNAP Jul x x Sum/Weighted Avg $3,897.8 $1,031.3 $ x $158.4 $ x 1 Companies denoted by * indicate Purchase Price was adjusted for value attributed to Onvoy Voice Services / Zayo Enterprise Networks /spin offs 2 Revenue and Adjusted EBITDA (adjusted for estimated purchase accounting adjustments) recognized by the acquired entity during the last quarterly period immediately preceding the respective acquisition date multiplied by 4 3 Geo reflects GBP USD FX rate of Neo Telecoms reflects Euro USD FX rate of FY2015 Q2 Supplemental Earnings Information

37 Organic vs. Inorganic Revenue Growth Organic growth is a derived figure calculated as the difference between reported Revenue (annualized) and cumulative acquired Revenue ZGH Acquired and Organic Revenue Growth $1,400 Annualized Organic Revenue $1,283 $1,296 Annualized Revenue () $1,200 $1,000 $800 $600 $400 $200 Cumulative Acquired Revenue Incremental Acquired Revenue $414 $431 $349 $97 $112 $92 $3 $59 $26 $944 $104 $520 $1,187 $1,108 $1,126 $1,072 $1,047 $1,000 $1,026 $229 $182 $197 $128 $124 $144 $160 $30 $2 $9 $14 $3 $29 $32 $251 $264 $74 2, Dec 11 Mar 12 Jun 12 Sep 12 Dec 12 1 CAGR based on establishing a weighted average date based on acquisition date and revenue 2 ZGH Acquired annualized revenue through Sep 11 includes Memphis Networx, IFW, Onvoy, Citynet, Ctel Tri State Markets, CFS, Fibernet, AGL Networks, Dolpini, AFS 3 360Networks (1 mo) 4 360Networks (2 mos), Marquisnet 5 Arialink (2 mos) 6 Arialink (1 mo), Abovenet, Fibergate (1 mo) 7 Fibergate (2 mos), First Telecommunications (1/2 mo), USCarrier 24 FY2015 Q2 Supplemental Earnings Information 8 First Telecommunications (2.5 mos), Litecast (3 mos) 9 Core NAP (1 mo) 10 Core NAP (2 mos), CoreLink (2 mos) 11 Corelink (1 mo), Access Communications, Fiberlink 12 CoreXchange (1 mo) 13 CoreXchange (2 mos), Geo (1.5 mos, based on FX rate) 14 Geo (1.5 mos), Neo Telecoms (based on FX rate), AtlantaNAP

38 Organic vs. Inorganic Adj EBITDA Growth Organic growth is a derived figure calculated as the difference between reported Adjusted EBITDA (annualized) and cumulative acquired Adjusted EBITDA plus Planned (not necessarily realized) Synergies Annualized EBITDA () EBITDA Margin $900 $800 $700 $600 $500 $400 $300 $200 65% 60% 55% 50% 45% 40% ZGH Adjusted EBITDA Growth Annualized Organic Adjusted EBITDA growth $181 Planned Synergies Incremental Acquired Adjusted EBITDA Cumulative Acquired Adjusted EBITDA $219 $235 $9 $21 $2 $502 $253 $558 $590 1 CAGR based on establishing a weighted average date based on acquisition date and EBITDA 2 ZGH Acquired annualized revenue through Sep 11 includes Memphis Networx, IFW, Onvoy, Citynet, Ctel Tri State Markets, CFS, Fibernet, AGL Networks, Dolphini, AFS 3 360Networks (1 mo) 4 360Networks (2 mos), Marquisnet 5 Arialink (2 mos) 6 Arialink (1 mo), Abovenet, Fibergate (1 mo) 7 Fibergate (2 mos), First Telecom Services (1/2 mo), USCarrier 25 FY2015 Q2 Supplemental Earnings Information $608 $567 $622 $647 $661 $684 $13 $9 $6 $1 $10 $22 2, * Dec 11 Mar 12 Jun 12 Sep 12 Dec 12 ZGH Adjusted EBITDA Margin 53% Annualized Organic Adjusted EBITDA Growth is based upon Planned Synergies, which is an estimate and may not have been fully realized (or may have been exceeded) in any given period. 58% 59% Dec 11 Mar 12 Jun 12 Sep 12 Dec 12 Mar 13 Jun 13* Sep 13 Dec 13 Mar 14 Jun 14 Sep 14 Dec 14 8 First Telecommunications (2.5 mos), Litecast (3 mos) 9 Core NAP (1 mo) 10 Core NAP (2 mos), CoreLink (2 mos) 11 Corelink (1 mo), Access Communications, Fiberlink 12 CoreXchange (1 mo) 13 CoreXchange (2 mos), Geo (1.5 mos, based on FX rate) 14 Geo (1.5 mos), Neo Telecoms,(based on FX rate), AtlantaNAP * Adjustment to normalize for one time $10.2M lease termination cost $732 $759 59%

39 Planned Synergies Summary Planned Synergies ($M) Sep 14 Dec 14 Change Total Planned Synergies (See slide 23 for details) $158.4 $ No acquisitions closed in the quarter ended December 31, 2014 Estimate of Realized Synergies to Date 1 (See slide 25) $125.7 $132.6 $6.9 Estimate of realized synergies in the quarter ended December 31, 2014 Estimate of Planned Synergies not expected to be realized 2 $6.0 Remaining Planned Synergies $32.7 $ Calculated by comparing pro forma revenue growth (further adjusted to remove other revenue) multiplied by 70% (an estimated incremental Adjusted EBITDA margin) to actual proforma Adjusted EBITDA growth. The amount by which the latter is greater than the former is reflected as the estimate of realized synergies for a given period. The estimate of realized synergies in the quarter ended December 31, 2014 was adjusted to account for unusual items that impacted December 31, 2014 adjusted EBITDA. These unusual items include a payment from the escrow account related to the Fibergate purchase to Zayo and a lease concession payment from a landlord to Zayo in exchange for Zayo's early termination of an office lease in London 2 The Estimate of Planned Synergies that will not be realized relates to incremental costs in the business for 1) public company expenses and 2) additional benefit costs incurred principally as the result of implementing a 401(k) match and conforming to Obamacare 26 FY2015 Q2 Supplemental Earnings Information

40 IdeaTek Acquisition On December 3, 2014, the Company entered into a stock purchase agreement with the shareholders of IdeaTek Systems, Inc. ("IdeaTek"). The acquisition of IdeaTek closed on January 1, Upon the close of the IdeaTek acquisition, the Company acquired all of the equity interest in IdeaTek. The purchase price, subject to certain post closing adjustments, was $52.0 million and was paid with cash on hand. The high Adjusted EBITDA multiple reflects the large revenue install pipeline relative to LQA revenue and Adjusted EBITDA, compared to past acquisitions. The IdeaTek acquisition added 1,800 route miles to the Company s network in Kansas, and includes a dense metro footprint in Wichita, Kansas. The network spans across Kansas and connects to approximately 600 cellular towers and over 100 additional buildings. IdeaTek Statistics January 1, 2015 IdeaTek NETWORK STATISTICS Metro Markets 1 Route Miles 2,268 Fiber Miles ~110,000 On Net Buildings >700 1 Annualized revenue and Adjusted EBITDA are based on the operating results of IdeaTek for the three months ended December 31, Financial results do not reflect any purchase accounting adjustments or reductions for intercompany transactions which will be eliminated post close 2 Calculated by dividing the purchase price of IdeaTek by the annualized Adjusted EBITDA derived from the historical December 31, 2014 quarterly operating results 27 FY2015 Q2 Supplemental Earnings Information ANNUALIZED FINANCIAL STATISTICS (in ) 1 Revenue $4.5 Adjusted EBITDA $2.9 % Margin 64% TRANSACTION STATISTICS (in ) Close Date January 1, 2015 Purchase Price, net of cash acquired $52.0 Planned Synergies $1.0 Adjusted EBITDA Multiple 2 Pre Synergy 18.2x Post Synergy 13.5x

41 Latisys Acquisition On January 13, 2015, the Company entered into an acquisition agreement to acquire the operating units of Latisys Holdings, LLC ( Latisys ), a colocation and infrastructure as a service ( IaaS ) provider for a price of $675.0 million. The Latisys acquisition will be funded with senior unsecured indebtedness (see slide 8) and is expected to close within the quarter ended March 31, 2015, subject to customary approvals. The Latisys acquisition will add colocation and IaaS services through eight datacenters across five markets in Northern Virginia, Chicago, Denver, Orange County, and London. The acquired datacenters currently total over 185,000 square feet of billable space and 33 megawatts of critical power. Latisys Statistics TBD Latisys NETWORK STATISTICS Billable Colocation Square Feet 186,984 Colocation Cabinet Equivalents 7,479 Utilized Colocation Cabinet Equivalents 5,431 ANNUALIZED FINANCIAL STATISTICS (in ) 1 Revenue $109.6 Adjusted EBITDA $48.0 % Margin 44% TRANSACTION STATISTICS (in ) Close Date TBD Purchase Price, net of cash acquired $675.0 Planned Synergies $7.0 Adjusted EBITDA Multiple 3 Pre Synergy 14.1x Post Synergy 12.3x 1 Annualized revenue and Adjusted EBITDA are based on the estimated operating results of Latisys for the three months ended December 31, Updated from prior disclosure to reflect finalization on revenue recognition and financial results. Financial results do not reflect any purchase accounting adjustments or reductions for intercompany transactions which will be eliminated post close 2 Adjusted EBITDA reflects lease adjustment of.8m reflecting Dec 14 purchase of Denver facility 3 Calculated by dividing the purchase price of Latisys by the annualized Adjusted EBITDA derived from the historical December 31, 2014 quarterly operating results of Latisys 28 FY2015 Q2 Supplemental Earnings Information 2

42 Latisys Fills zcolo Market Gaps 60 Hudson, NYC 165 Halsey, Newark 38 Rue des Jeûneurs, Paris Tukwila, Seattle 1808 B&C Swift, Oak Brook 600 S Federal, Chicago Von Karman, Irvine 7185 Pollock, Las Vegas 391 & 393 Inverness, Englewood 800 E Business Center, Mount Prospect & Red Rum, Ashburn th, NYC 6/7 Harbour Exchange, London 7218 McNeil, Austin th Ave S, Nashville 1100 White St, Atlanta Pro-forma: 45 sites in US & France 8 additional from Latisys The Infomart, Dallas >503,000 billable sq ft 187K additional from Latisys 36 NE 2 nd St, Miami 29 FY2015 Q2 Supplemental Earnings Information 29

43 Latisys & IdeaTek Reporting Segments Reporting Segment Breakdown IdeaTek Jan 1, 2015 Close $5M Dec 14 Annualized Revenue IdeaTek Dark Fiber (~10%) IdeaTek Mobile Infrastructure (~60%) IdeaTek Ethernet (~12%) IdeaTek IP Services (~18%) Zayo Physical Infrastructure (49% of Pro-forma Revenue) Zayo Cloud & Connectivity 1 (47% of Pro-forma Revenue) Zayo Other (4% of Pro-forma Revenue) Zayo Dark Fiber Zayo Mobile Infrastructure Zayo Colocation Zayo Wavelength Services Zayo SONET Services Zayo Ethernet Services Zayo Cloud Services Zayo IP Services Zayo France Zayo Professional Services Latisys Colocation (~75%) Latisys Cloud (~25%) Latisys Pending Close $110M Dec 14 Annualized Revenue 1 Reflects renaming from Zayo Lit Services post close of Latisys acquisition 30 FY2015 Q2 Supplemental Earnings Information

44 31 FY2015 Q2 Supplemental Earnings Information Operational Data

45 Customer Verticals and Product Mix Customer Verticals and Product Mix 1 Zayo Group Customer Verticals March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, % of MRR & MAR Wireline 34% 34% 34% 34% 33% 34% 33% 34% Wireless 18% 18% 18% 19% 18% 18% 17% 17% Content 15% 15% 15% 15% 16% 16% 17% 16% Finance 13% 13% 13% 12% 12% 12% 11% 11% Public Sector/Healthcare 7% 7% 7% 7% 7% 8% 7% 7% Services 5% 5% 5% 5% 6% 5% 6% 6% Cloud/Data Center 5% 5% 5% 5% 5% 5% 6% 6% Manufacturing/Transportation 3% 3% 3% 3% 3% 3% 3% 3% Zayo Group Product Mix March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, % of MRR & MAR Physical Infrastructure Metro Dark Fiber 24% 24% 23% 24% 25% 28% 29% 28% Colocation 6% 7% 7% 7% 8% 8% 8% 9% Mobile Infrastructure 7% 7% 7% 7% 7% 7% 7% 7% Long Haul Dark Fiber 5% 5% 6% 6% 6% 3% 4% 3% Sub Total 42% 43% 43% 44% 45% 47% 48% 48% Lit Services Wavelengths 23% 23% 22% 22% 22% 22% 22% 22% Ethernet 14% 14% 14% 14% 13% 13% 13% 13% Internet Protocol 9% 9% 9% 9% 9% 9% 9% 9% SONET 12% 12% 11% 11% 10% 9% 9% 8% Sub Total 58% 57% 56% 55% 54% 53% 52% 52% 1 Customer Verticals and Product Mix excludes the Other segment 32 FY2015 Q2 Supplemental Earnings Information

46 Mobile Infrastructure (FTT & Small Cell) Fiber to the Tower (& Small Cell) Towers & Small Cells 8,000 6,000 4,000 2,000 Total FTT Towers & Small Cells 2,3 5,972 6,111 5,490 5, ,796 4,406 4,496 4, ,200 1, ,275 1, ,002 1,074 1, ,045 3,303 3,469 3,699 3,838 4,019 4,286 4,520 Tenants 10,000 8,000 6,000 4,000 2,000 Total FTT Tenants 2,3 In Service Tenants/In Service Tower = ,695 6,848 6,457 5,710 5,618 5,313 5,612 5,837 1,440 1,518 1,395 1,486 1, ,017 1, ,224 4,423 4,374 4,595 4,747 5,017 5,177 5,453 In Service FTT In Service SC Under Construction FTT Under Construction SC In Service Under Construction 120 FTT Bandwidth/Tenant (Mbs) 1 thousands $2.5 FTT Revenue/Tower & FTT Revenue/Tenant Mbs MRR and MAR $2.0 $1.5 $1.0.5 $2.0 $1.9 $1.8 $1.8 $1.8 $1.7 $1.7 $1.7 $1.4 $1.4 $1.5 $1.5 $1.5 $1.4 $1.4 $ Revenue/Tower Revenue/Tenant 1 Bandwidth/Tenant excludes Dark Fiber sites 2 In Service counts reflect all instances where Zayo owns the entire method of delivery (i.e. towers with type 2 services are excluded) 3 Service disconnects result in a reduction to tenant count, however tower is not removed as fiber infrastructure would remain in place ( Fiber Only classification) 33 FY2015 Q2 Supplemental Earnings Information

47 Fiber to the Tower (FTT) Fiber to the Tower $10 FTT MRR and MAR 100% FTT Product Mix 4% 3% 4% 3% 5% 7% 7% 10% MRR and MAR $8 $6 $4 $2 $6.1 $6.3 $6.4 $6.7 $6.9 $7.3 $7.4 $7.7 % of FTT MRR and MAR 80% 60% 40% 20% 0% 84% 86% 87% 90% 89% 88% 88% 86% 12% 10% 8% 7% 6% 5% 5% 4% FTT Product Mix % SONET/Digital Signal FTT Product Mix % Dedicated Ethernet FTT Product Mix % Dark Fiber 34 FY2015 Q2 Supplemental Earnings Information

48 Customer Metrics Customer Metrics 6,000 Number of Customers thousands $25 (MRR and MAR)/Customer Customers 4,000 2, ,912 4,087 4,086 4,193 4,271 4,851 5,703 5,744 MRR and MAR $20 $15 $10 $5 $22 $21 $22 $22 $22 $20 $18 $18 50% Customer Concentration % of MRR 40% 30% 20% 10% 0% 36% 37% 38% 37% 37% 37% 36% 36% 29% 30% 30% 30% 30% 30% 29% 29% 21% 23% 23% 23% 22% 22% 21% 22% 7% 7% 8% 7% 7% 7% 6% 6% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 5% 4% Customer #1 Customer #2 Customer #3 Top 20 Top 10 Top 5 35 FY2015 Q2 Supplemental Earnings Information

49 Revenue Under Contract Revenue Under Contract Revenue Under Contract Average Remaining Contract Term $6,000 $5,000 $4,000 $3,000 $2,000 $3,389 $3,522 $3,670 $79 $119 $106 $598 $579 $648 $350 $363 $390 $4,088 $254 $767 $421 $4,363 $274 $830 $495 $4,694 $132 $1,031 $572 $5,079 $5,198 $127 $130 $965 $1,207 $617 $591 Months $1,000 $2,362 $2,461 $2,526 $2,646 $2,764 $2,959 $3,153 $3, Embedded Base MRR Embedded Base MAR Service Activation Pipeline Revenue Commitments 36 FY2015 Q2 Supplemental Earnings Information

50 Service Activation and Churn Pipeline Service Activation and Churn Pipeline MRR and MAR $16 $14 $12 $10 $8 $6 $4 $2 Service Activation Pipeline $8.1 $8.5 $8.5 $9.7 $9.7 $1.9.9 $ $10.7 $11.3 $11.0 $1.2 $1.3 $1.2 $1.1 $1.4 $1.4 $6.8 $6.9 $7.0 $7.0 $7.5 $8.4 $8.6 $8.4 MRR and MAR $16 $14 $12 $10 $8 $6 $4 $2 Estimated Timing of Service Activation Pipeline Implied Average Days to Install = $8.1 $8.5 $8.5 $2.7 $2.7 $2.8 33% 32% 33% $5.4 $5.8 $5.7 67% $5.9 55% $5.3 $5.8 $6.1 $5.9 67% 68% $9.7 $9.7 39% 45% $3.8 $4.3 61% $10.7 $11.3 $ % 46% $4.9 $5.1 $5.1 54% 54% 53% 47% Service Orders MRR Service Orders MAR Revenue Commitments Delivery date within the next 6 months Delivery date after 6 months Churn Pipeline Net Installation Pipeline MRR ($2) ($4) ($6) ($8) ($10) ($12) ($14) ($16) ($2.4) ($2.2) ($1.9) ($2.1) ($2.4) ($2.7) ($2.5) ($2.3) MRR and MAR $16 $14 $12 $10 $8 $6 $4 $2 $5.7 $6.3 $6.6 $7.5 $7.2 $8.0 $8.7 $ FY2015 Q2 Supplemental Earnings Information

51 Breakdown of Installations and Churn Processed Installation and Churn Processed 1 thousands Gross Installations thousands Churn Processed MRR and MAR $6,000 $5,000 $4,000 $3,000 $2,000 $5,393 $5,482 $4,991 $5,268 $5,077 $326 6% $476 9% $4,763 $4,757 $321 $335 $429 8% 7% $261 5% $215 4% 6% $4,596 $185 $104 4% 2% $253 5% $300 6% $406 $378 $233 $316 $340 8% 8% 5% 7% 7% $664 12% $530 10% $4,371 88% $330 7% 15% 15% $526 10% $4,400 82% $701 $699 $4,055 77% $4,127 75% $3,888 85% $3,876 76% $3,644 76% $3,638 76% MRR and MAR ($1,000) ($2,000) ($3,000) ($4,000) ($2,345) ($2,302) 63% 71% ($2,363) 66% ($2,468) 66% ($2,651) 69% ($638) ($3,005) ($2,905) ($2,885) 74% 19% 79% 81% ($939) ($610) 17% 26% ($563) 15% ($866) 22% ($338) 9% ($182) 5% ($344) 9% ($90) 2% ($305) 9% ($553) 15% ($134) 4% ($83) 2% ($310) ($110) ($277) ($265) ($437) 12% 8% ($594) 16% 8% 7% 3% ($3,288) ($251) 7% ($229) 6% ($365) 9% ($3,809) ($3,855) ($3,653) ($3,591) ($3,594) ($3,904) ($3,715) $1,000 ($5,000) Churn % = Installations from Replacement Services Installations from Upgrades Installations from Price Increases Installations from New Services ($6,000) 1.3% 1.5% 1.5% 1.4% 1.3% 1.3% 1.3% 1.2% Churn Processed associated with Replacement Services Churn Processed associated with Upgrades Churn Processed from Negative Price Changes Hard Disconnects 1 Beginning in the three months ended September 30, 2013, the Company began reporting Replacement Services. The installs were previously reported as New Services, and the churn was included in Hard Disconnects 38 FY2015 Q2 Supplemental Earnings Information

52 Price Changes and Renewals MRR thousands $14,000 $12,000 $10,000 $8,000 $6,000 Price Increases Price increases as % of MRR = $14,000 $10,000 Price decreases as % of MRR = 19% 17% 7% 13% 14% 16% 12% 8% $12,000 $8,000 24% 23% 26% 22% 13% 15% 19% 19% $701 $10,000 $6,000 $699 $664 thousands MRR $8,000 $6,000 Renewals (Where there is no price change) MRR thousands $4,000 $2,000 Price Decreases $4,000 $2,000 $526 $530 $406 $300 $330 $4,000 $2,000 $1,051 $1,154 $1,588 $1,599 $2,605 $2,446 $1,977 $2,786 ($2,000) ($4,000) ($638) ($553) ($338) ($344) ($866) ($939) ($610) ($563) Price Increases MRR before Price Increases Price Decreases MRR before Price Decreases thousands $10,000 Price Changes Net of Price Increases and Price Decreases $200 Net Contract Value Associated with Price Changes and Renewals $8,000 $160 MRR $6,000 $4,000 $2,000 ($2,000) ($4,000) $188 $62 $101 ($338) ($223) ($164) ($241) ($80) Contract Value $120 $80 $40 $117.8 $31.8 $91.0 $91.9 $79.4 $70.7 $66.7 $45.3 $43.0 $18.9 $64.8 $54.2 $35.1 $15.4 $68.8 $14.2 $17.3 $14.9 $14.0 $20.1 $11.6 $22.7 $18.8 $46.3 $15.5 $30.8 $35.0 $39.7 $16.8 $17.2 $18.6 $24.8 Net Contract Value associated with Price Decreases Net Contract Value associated with Renewals Net Contract Value associated with Price Increases 39 FY2015 Q2 Supplemental Earnings Information

53 Upgrades Upgrades Gross Installations Associated with Upgrades thousands $600 $500 Contract Value = $12.7M $19.1M $19.0M $22.9M $19.8M $22.7M $17.5M $12.1M Churn Processed Associated with Upgrades 1 thousands ($249) ($282) ($136) ($113) ($164) ($170) ($175) ($78) () MRR and MAR $400 $300 $200 MRR and MAR ($200) ($300) ($400) $321 $378 $233 $316 $340 $253 $261 $215 ($500) ($600) Contract Value = $1.7M $4.0M $1.9M.7M $3.1M $2.2M $2.9M.9M thousands $600 Net Installations Associated with Upgrades $24 Net Contract Value Associated with Upgrades MRR and MAR $500 $400 $300 $200 $72 $96 $96 $203 $176 $84 $86 $137 Contract Value $18 $12 $6 $11.0 $15.1 $17.1 $22.3 $16.7 $20.4 $14.7 $ Churn Processed Associated with Upgrades may occur in a different fiscal quarter than the Gross Installations Associated with Upgrades. On this slide, the timing of Churn Processed Associated with Upgrades is reported in the same quarter as the corresponding Gross Installation Associated with Upgrades, rather than being reported in the period in which the Churn was processed 40 FY2015 Q2 Supplemental Earnings Information

54 Replacement Services Replacement Services 1 Gross Installations Associated with Replacement Services thousands $600 $500 Contract Value =.0M.0M $4.1M $2.4M $8.1M $17.3M $12.2M $11.6M Churn Processed Associated with Replacement Services thousands ($193) ($149) ($295) ($416) ($368) ($416) () 2 MRR and MAR $400 $300 $200 MRR and MAR ($200) ($300) ($400) $185 $104 $335 $429 $326 $476 Net Installations Associated with Replacement Services $400 ($500) ($600) $16 Contract Value =.0M.0M $ 2.6M $ 0.9M $ 1.6M $ 5.1M $ 4.8M $ 6.7M Net Contract Value Associated with Replacement Services MRR and MAR $300 $200 () ($200) $39 $13 $60 ($8) ($45) ($42) Contract Value $12 $8 $4 $1.4 $1.5 $6.5 $12.3 $7.4 $4.9 1 Beginning in the three months ended September 30, 2013, the Company began reporting Replacement Services. The installs were previously reported as New Services, and the churn was included in Hard Disconnects 2 Churn Processed associated with Replacement Services may occur in a different fiscal quarter than the Gross Installations associated with Replacement Services. On this slide, the timing of Churn Processed associated with Replacement Services is reported in the same quarter as the corresponding Gross Installation associated with Replacement Services, rather than being reported in the period in which the Churn was processed 41 FY2015 Q2 Supplemental Earnings Information

55 Employee Data Employee & QBHC Data Headcount 1,800 1,600 1,400 1,200 1, Number of Employees 1,089 1,160 1,279 1,404 1,421 1,513 1,606 1,645 Financial Statement Revenue thousands $1,000 $800 $600 $400 $200 Annualized Revenue per Employee $942 $903 $838 $789 $792 $785 $799 $788 Quota Bearing Headcount thousands Monthly Average Net New Sales (Bookings) per QBHC 140 $25 Headcount Net New Sales (Bookings) MRR and MAR $20 $15 $10 $5 $14 $15 $14 $15 $15 $16 $15 $15 42 FY2015 Q2 Supplemental Earnings Information

56 Network Metrics Network Metrics 1 Route Miles 100,000 80,000 60,000 40,000 20,000 0 Fiber Network - Route Miles 74,325 75,839 75,954 76,778 77,113 80,860 81,561 82,280 74,325 75,839 75,954 76,778 77,113 80,860 81,561 53,482 28,798 Zayo Metro Fiber Zayo Intercity Fiber 2 Fiber Miles thousands 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 Fiber Network - Fiber Miles 6,628 5,404 5,443 5,605 5,715 5,724 5,974 6,028 2,187 5,404 5,443 5,605 5,715 5,724 5,974 6,028 4,441 Zayo Metro Fiber Zayo Intercity Fiber 2 On Net Buildings 18,000 15,000 12,000 9,000 6,000 3,000 0 Number of On-net Buildings 11,740 12,222 13,242 14,196 14,490 15,027 16,151 16,712 Number of Markets Number of Markets States = 44+DC 45+DC 45+DC 45+DC 45+DC 45+DC 46+DC 46+DC 1 As the Company audits network and building metrics any adjustments are reflected in the metrics above 2 In the three months ended December 31, 2014, the Company began reporting fiber and route miles as Metro or Intercity. Historical periods have not been restated to reflect this change 43 FY2015 Q2 Supplemental Earnings Information

57 Network Metrics On-Net Buildings 1 Three months ended March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, On Net Building Type Enterprise 6,824 7,059 7,811 8,543 8,773 8,977 9,775 10,151 Cell Site Stand Alone 2,367 2,574 2,637 2,800 2,839 2,983 3,200 3,379 Carrier Hotel/Data Center Zayo Hut Local Serving Office ("LSO") Carrier Point of Presence ("PoP") Zayo Point of Presence ("PoP") Wireless Mobile Switching Center ("MSC") Small Cell Stand Alone CATV Head End Total 11,740 12,222 13,242 14,196 14,490 15,027 16,151 16,712 Non Stand Alone Cell Site in On Net Building ,036 1,086 1,141 Non Stand Alone Small Cell in On Net Building As the Company audits network and building metrics, any adjustments are reflected in the metrics above 44 FY2015 Q2 Supplemental Earnings Information

58 Network Metrics Colocation Cabinet Utilization Billable Colocation Square Feet Colocation Cabinet Equivalents 350,000 14,000 Square Feet 300, , , , ,000 50, , , , , , , , ,288 Colocation Cabinet Equivalents 12,000 10,000 8,000 6,000 4,000 2,000 5,657 5,874 6,888 7,338 8,041 8,041 11,337 12, Utilized Colocation Cabinet Equivalents Colocation Cabinet Equivalents 14,000 12,000 10,000 8,000 6,000 4,000 2,000 0 Utilization = 57% 59% 64% 67% 69% 69% 67% 63% 7,544 7,763 4,416 4,885 5,532 5,553 3,233 3, FY2015 Q2 Supplemental Earnings Information

59 Financial Data by Reporting Segment 46 FY2015 Q2 Supplemental Earnings Information

60 Zayo Physical Infrastructure Segment Financial Data ($ in ) Financial Data Three months ended December 31, March 31, June 30, September 30, December 31, Revenue $120.9 $125.0 $135.9 $149.7 $152.7 Annualized revenue growth 26% 14% 35% 41% 8% Pro forma annualized revenue growth 1 14% 9% 17% 17% Operating income/(loss) $2.1 ($37.8) ($17.4) ($33.0) $45.1 Adjusted EBITDA $80.2 $82.3 $88.2 $97.3 $102.1 Annualized Adjusted EBITDA growth 31% 11% 29% 41% 20% Pro forma annualized Adjusted EBITDA growth 1 22% 10% 18% 25% Adjusted EBITDA margin 66% 66% 65% 65% 67% Purchases of property and equipment $46.7 $57.1 $60.1 $68.0 $76.6 Unlevered Free Cash Flow Unlevered Free Cash Flow margin 28% 20% 21% 20% 17% Adjusted Unlevered Free Cash Flow Adj Unlevered Free Cash Flow margin 37% 61% 46% 35% 30% 1 Pro forma annualized growth for revenue and Adjusted EBITDA are calculated as if the acquisitions occurred on the first day of the quarter preceding the respective quarter in which the acquisitions closed 47 FY2015 Q2 Supplemental Earnings Information

61 Zayo Physical Infrastructure Segment Revenue Stratification & Operational Data Revenue Stratification $175 $135.9 $149.7 $152.7 $150 $6.6 $6.9 $120.9 $125.0 $5.5 $13.5 $13.6 $125 $3.2 $107.1 $109.8 $113.6 $3.3 $ $1.1 $11.2 $2.2 $2.4 $2.1.8 $9.0 $9.6 $9.9 $ $75 $50 MRR and MAR Net New Sales (Bookings) thousands Contract Value = $4,000 $170M $139M $236M $450M $253M $344M $451M $117M $3,500 $2,971 $2,904 $2,859 $3,000 $339 $374 $2,500 $2,373 $2,337 $554 $304 $1,730 $347 $2,000 $1,917 $1,379 $236 $1,500 $278 $109 $1,000 $175 $150 $125 $75 $50 Estimated Capital and Upfront Expenditures associated with Net New Sales (Bookings) less Upfront Charges $25 $95.9 $97.7 $101.4 $106.4 $110.0 $117.7 $128.8 $131.1 $500 $1,270 $1,453 $2,070 $2,632 $1,990 $2,529 $2,304 $1,681 $25 $13 $5 $12 $55 $40 $43 $135 $26 MRR Usage MAR Other Revenue Net Sales - MRR Net Sales - MAR thousands Gross Installations thousands Churn Processed thousands Net Installations MRR and MAR $4,000 $3,500 $3,000 $2,500 $2,000 $1,500 $1,000 $500 $2,345 $2,321 $2,334 $258 $275 $1,796 $308 $1,657 $1,779 $1,990 $2,003 $132 $128 $260 $79 $201 $1,536 $1,456 $1,701 $1,858 $1,875 $2,087 $2,047 $2,026 MRR and MAR ($500) ($1,000) ($1,500) ($2,000) ($2,500) ($3,000) ($3,500) ($4,000) ($885) ($925) ($1,188) ($954) ($727) ($893) ($1,006) ($968) ($55) ($95) ($41) ($27) ($940) ($1,020) ($995) ($1,215) Churn % = ($48) ($775) ($69) ($76) ($158) ($961) ($1,163) ($1,044) 0.9% 1.0% 1.1% 0.8% 0.6% 0.7% 0.8% 0.7% MRR and MAR $4,000 $3,500 $3,000 $2,500 $2,000 $1,500 $1,000 $500 $856 $205 $637 $565 $106 $52 $651 $531 $513 $995 $1,228 $1,384 $1,290 $190 $1,158 $80 $91 $117 $232 $904 $1,148 $1,194 $1,041 $1,058 Gross Installed Revenue - MRR Gross Installed Revenue - MAR Churn Processed - MRR Churn Processed - MAR Net Installations - MRR Net Installations - MAR 48 FY2015 Q2 Supplemental Earnings Information

62 Zayo Physical Infrastructure Segment Cash Flow Stratification $125 % of Revenue Adjusted EBITDA 69% 64% 65% 66% 66% 65% 65% 67% Purchases of Property and Equipment $125 % of Revenue 51% 48% 40% 39% 46% 44% 45% 50% $75 % of Revenue Net Capital 1 46% 19% 23% 21% 4% 10% 21% 28% $75 $75 $50 $50 $50 $25 $25 $25 $49 $21 $27 $25 ($5) $14 $31 $42 $74 $71 $74 $80 $82 $88 $97 $102 $54 $53 $45 $47 $57 $60 $68 $77 ($25) Unlevered Free Cash Flow (FCF) 2 $125 % of Revenue 18% 16% 26% 28% 20% 21% 20% 17% Adj Unlevered FCF 3 $125 % of Revenue 15% 36% 33% 37% 61% 46% 35% 30% $75 $75 $50 $50 $25 $25 $19 $18 $29 $33 $25 $28 $29 $26 $16 $40 $38 $44 $76 $62 $53 $46 1 Net Capital is equal to Cash Outflows for Purchases of Property and Equipment less Additions to Deferred Revenue 2 Unlevered Free Cash Flow is equal to Adjusted EBITDA less Cash Outflows for Purchases of Property and Equipment 3 Adjusted Unlevered Free Cash Flow is equal to Adjusted EBITDA less Net Capital less Monthly Amortized Revenue $4.3 million lease termination cost adjustment 49 FY2015 Q2 Supplemental Earnings Information

63 Zayo Lit Services Segment Financial Data ($ in ) Financial Data Three months ended December 31, March 31, June 30, September 30, December 31, Revenue $151.3 $151.7 $153.8 $156.1 $157.4 Annualized revenue growth 5% 1% 6% 6% 3% Pro forma annualized revenue growth 1 4% 3% 3% Operating income/(loss) $20.8 $53.8 $4.3 ($4.9) $53.2 Adjusted EBITDA $81.1 $82.5 $81.6 $82.2 $84.2 Annualized Adjusted EBITDA growth 2% 7% 4% 3% 10% Pro forma annualized Adjusted EBITDA growth 1 1% 6% 1% Adjusted EBITDA margin 54% 54% 53% 53% 54% Purchases of property and equipment $41.6 $33.8 $34.8 $46.1 $52.5 Unlevered Free Cash Flow Unlevered Free Cash Flow margin 26% 32% 30% 23% 20% Adjusted Unlevered Free Cash Flow Adj Unlevered Free Cash Flow margin 26% 32% 30% 25% 22% 1 Pro forma annualized growth for revenue and Adjusted EBITDA are calculated as if the acquisitions occurred on the first day of the quarter preceding the respective quarter in which the acquisitions closed 50 FY2015 Q2 Supplemental Earnings Information

64 Zayo Lit Services Segment Revenue Stratification & Operational Data Revenue Stratification $175 $144.5 $146.9 $149.4 $151.3 $151.7 $153.8 $156.1 $157.4 $1.8 $2.1 $2.2 $2.3 $2.6 $2.9 $3.1 $3.2.5 $1.3 $2.9 $3.5 $2.6 $3.3 $1.8 $1.9 $150 $1.5 $1.3 $1.0 $1.2 $1.7 $1.4 $1.4 $1.9 $125 $75 $50 $25 $140.6 $142.2 $143.2 $144.2 $144.8 $146.1 $149.8 $150.4 MRR Usage MAR Other Revenue MRR and MAR thousands Contract Value = $4,000 $93M $106M $88M $80M M $150M $88M $104M $3,500 $3,000 $3,139 $3,130 $3,123 $3,000 $129 $71 $2,799 $162 $170 $2,686 $2,727 $94 $2,476 $76 $49 $2,500 $71 $2,000 $1,500 $1,000 $500 Net New Sales (Bookings) $2,929 $3,010 $2,405 $2,610 $2,705 $2,968 $2,678 $2,953 Net Sales - MRR Net Sales - MAR $175 $150 $125 $75 $50 $25 Estimated Capital and Upfront Expenditures associated with Net New Sales (Bookings) less Upfront Charges $33 $35 $32 $27 $36 $41 $32 $41 MRR and MAR thousands $4,000 $3,500 $3,000 $2,500 $2,000 $1,500 $1,000 $500 Gross Installations $3,155 $141 $2,929 $2,839 $115 $2,728 $236 $181 $3,046 $2,911 $2,881 $2,948 $219 $86 $91 $63 $3,014 $2,814 $2,603 $2,547 $2,828 $2,824 $2,818 $2,857 Gross Installed Revenue - MRR Gross Installed Revenue - MAR MRR and MAR thousands ($500) ($1,000) ($1,500) ($2,000) ($2,500) ($3,000) ($3,500) ($4,000) Churn Processed ($2,295) ($2,612) ($2,436) ($2,423) ($2,621) ($2,365) ($2,395) ($2,476) ($32) ($88) ($33) ($77) ($126) ($56) ($2,327) ($55) ($87) ($2,667) ($2,513) ($2,550) ($2,453)($2,427) ($2,532) ($2,708) Churn % = 1.6% 1.8% 1.7% 1.7% 1.8% 1.6% 1.6% 1.6% Churn Processed - MRR Churn Processed - MAR MRR and MAR thousands $3,500 $3,000 $2,500 $2,000 $1,500 $1,000 $500 ($500) $829 $109 $720 Net Installations $263 $326 $339 $178 $60 $159 $132 $54 $203 $167 $124 $207 $458 $453 $416 $30 $36 $459 $423 $381 ($2) Net Installations - MRR Net Installations - MAR 51 FY2015 Q2 Supplemental Earnings Information

65 Zayo Lit Services Segment Cash Flow Stratification $125 % of Revenue Adjusted EBITDA 51% 48% 54% 54% 54% 53% 53% 54% Purchases of Property and Equipment $125 % of Revenue 29% 33% 28% 27% 22% 23% 29% 33% Net Capital 1 $125 % of Revenue 30% 31% 25% 26% 20% 21% 26% 30% $75 $75 $75 $50 $50 $50 $25 $25 $25 $74 $71 $81 $81 $82 $82 $82 $84 $41 $49 $41 $42 $34 $35 $46 $53 $43 $46 $37 $40 $31 $32 $40 $47 Unlevered Free Cash Flow (FCF) 2 $125 % of Revenue 23% 15% 26% 26% 32% 30% 23% 20% Adj Unlevered FCF 3 $125 % of Revenue 20% 16% 28% 26% 32% 30% 25% 22% $75 $75 $50 $50 $25 $25 $33 $22 $39 $40 $49 $47 $36 $32 $29 $23 $42 $39 $49 $46 $39 $34 1 Net Capital is equal to Cash Outflows for Purchases of Property and Equipment less Additions to Deferred Revenue 2 Unlevered Free Cash Flow is equal to Adjusted EBITDA less Cash Outflows for Purchases of Property and Equipment 3 Adjusted Unlevered Free Cash Flow is equal to Adjusted EBITDA less Net Capital less Monthly Amortized Revenue $5.9 million lease termination cost adjustment 52 FY2015 Q2 Supplemental Earnings Information