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): November 7, 2014 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 November 7, 2014, Zayo Group Holdings, Inc. (the Company ) issued a press release setting forth its financial results for the quarter ended September 30, 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 November 7, 2014 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 November 7, Slide Presentation dated November 7, 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: November 7, 2014 Zayo Group Holdings, Inc. By: /s/ Ken desgarennes Ken desgarennes Chief Financial Officer

4 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated November 7, Slide Presentation dated November 7, 2014.

5 Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the First Fiscal Quarter Ended September 30, 2014 First Fiscal Quarter 2015 Financial Highlights Zayo Group generated quarterly revenue of $320.6 million, a $23.9 million increase from the previous quarter, representing 32% annualized sequential growth Adjusted EBITDA for the first fiscal quarter was $183.0 million, which was $11.9 million higher than the prior quarter, representing 28% annualized sequential growth Quarterly revenue and Adjusted EBITDA increased by $52.5 million and $27.4 million, respectively compared to the first quarter of fiscal year 2014 BOULDER, Colo., November 7, 2014 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 September 30, First fiscal quarter revenue of $320.6 million grew 32% over the previous quarter on an annualized basis, as a result of acquisitions and organic growth. Adjusted EBITDA of $183.0 million increased 28% over the previous quarter on an annualized basis. Operating loss for the quarter increased $26.2 million from the previous quarter, and net loss increased by $37.0 million from the previous quarter. During the three months ended September 30, 2014, capital expenditures were $115.3 million, which included adding 387 route miles and 530 buildings to the network, as compared to capital expenditures of $94.9 million for the previous quarter. The Company had $167.3 million of cash and $243.6 million available under its revolving credit facility as of September 30, 2014.

6 Recent Developments On July 1, 2014, the Company acquired a 96% equity interest in Neo Telecoms ( Neo ), a Paris-based bandwidth infrastructure company, for a purchase consideration of 57.2 million (or $78.1 million). The purchase consideration was funded with cash on hand from the proceeds of the Sixth Amendment to the Company s term loan facility. The acquisition of Neo added over 300 route miles of owned Paris metro fiber and approximately 540 on-net buildings to our network. Neo also operates nine colocation centers across France, offering more than 36,000 square feet of datacenter space. The Paris and regional network throughout France is being integrated into our existing European network connecting London, Frankfurt, Amsterdam and the U.S. On July 1, 2014, the Company acquired Colo Facilities Atlanta ( AtlantaNAP ), a data center and managed services provider in Atlanta, for a purchase consideration of $52.5 million. The purchase consideration was paid with cash on hand. The acquisition of AtlantaNAP added approximately 72,000 square feet of total datacenter space, including 42,000 square feet of conditioned colocation space. The results of the acquired Neo and AtlantaNAP businesses are included in the Company s operating results starting July 1,

7 First Fiscal Quarter Financial Results- Unaudited Three Months Ended September 30, 2014 and June 30, 2014 ZGH Summary Results ($ in ) Three months ended September 30, June 30, Revenue $ $ Annualized revenue growth 32 % Operating loss (39.5) (13.3) Loss from operations before provision for income taxes (101.1) (62.1) Provision for income taxes Loss from discontinued operations, net of income taxes (1.3) Net loss $ (110.5) $ (73.5) Adjusted EBITDA $ $ Annualized Adjusted EBITDA growth 28 % Adjusted EBITDA margin 57 % 58% Unlevered free cash flow $ 67.7 $ 76.2 Levered free cash flow $ 2.9 $ 64.7 Three Months Ended September 30, 2014 and September 30, 2013 ZGH Summary Results ($ in ) Three months ended September 30, September 30, Revenue $ $ Revenue growth 20 % Operating (loss)/income (39.5) 31.0 Loss from operations before provision for income taxes (101.1) (19.8) Provision for income taxes Earnings from discontinued operations, net of income taxes 1.7 Net loss $ (110.5) $ (27.4) Adjusted EBITDA $ $ Adjusted EBITDA growth 18 % Adjusted EBITDA margin 57 % 58% Unlevered free cash flow $ 67.7 $ 68.9 Levered free cash flow $ 2.9 $

8 Conference Call Zayo will hold a conference call to report first quarter 2015 results at 11:00 a.m. EST, November 7, 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 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 81,000 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 This earnings release contains a number of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of Information contained or incorporated by reference in this earnings release, in other SEC filings by the Company, in press releases and in presentations by the Company or its management that are 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 the Company s 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 its 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 the Company s business and future financial results are detailed in the Company s SEC filings, including, but not limited to, those described under Risk Factors within the Company s final prospectus filed October 17, The Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates. The Company undertakes no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date of this presentation 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 September 30, 2014 included in the Company s Quarterly Report on Form 10-Q expected to be filed with the SEC on November 7, 2014 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, 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 on an intercompany loan, and impairment of cost method investment. 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. 4

9 We use Adjusted EBITDA and 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 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 for purposes of determining bonus 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 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, 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 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, 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. 5

10 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 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 annual results. 6

11 Consolidated Financial Information- Unaudited ZGH Consolidated Statements of Operations Three months ended ($ in ) September 30, 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 (loss)/income (39.5) 31.0 Other expenses Interest expense (46.9) (51.5) Other income, net (14.7) 0.7 Total other expense (61.6) (50.8) Loss from operations before provision for income taxes (101.1) (19.8) Provision for income taxes Loss from continuing operations (110.5) (29.1) Earnings from discontinued operations, net of income taxes 1.7 Net loss $ (110.5) $ (27.4) 7

12 ZGH Consolidated Balance Sheets ($ in ) September 30, June 30, Assets Current assets Cash and cash equivalents $ $ Trade receivables, net of allowance of $2.3 and $3.7 as of September 30, 2014 and June 30, 2014, respectively Due from related parties 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 $ 5,059.7 $ 5,050.4 Liabilities and stockholder's equity Current liabilities Current portion of long-term debt $ 20.5 $ 20.5 Accounts payable Accrued liabilities Accrued interest Capital lease obligations, current Deferred revenue, current Total current liabilities Long-term debt, non-current 3, ,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 4, ,634.0 Stockholder's equity Preferred stock,.001 par value--50,000,000 shares authorized; no shares issued and outstanding as of September 30, 2014 and June 30, 2014, respectively Common Stock,.001 par value--850,000,000 shares authorized; 223,000,000 shares issued and outstanding as of September 30, 2014 and June 30, 2014, respectively Additional paid-in capital Accumulated other comprehensive income Accumulated deficit (442.1) (331.6) Note receivable from shareholder (22.0) (22.0) Total stockholder's equity Total liabilities and stockholder's equity $ 5,059.7 $ 5,

13 ZGH Consolidated Statements of Cash Flows ($ in ) Three months ended September 30, Cash flows from operating activities Net loss $ (110.5) $ (27.4) Earnings from discontinued operations, net of income taxes (1.7) Loss from continuing operations (110.5) (29.1) Adjustments to reconcile net loss to net cash provided by operating activities of continuing operations Depreciation and amortization Non-cash interest expense Stock-based compensation Amortization of deferred revenue (17.3) (12.6) Additions to deferred revenue Provision for bad debts Foreign currency loss/(gain) on intercompany loans 14.7 Deferred income taxes Changes in operating assets and liabilities, net of acquisitions Trade receivables Prepaid expenses (2.1) 1.6 Other assets (5.1) (2.3) Accounts payable and accrued liabilities (46.8) (32.8) Payables to related parties, net 1.7 Other liabilities 9.5 (1.1) Net cash provided by operating activities of continuing operations Cash flows from investing activities Purchases of property and equipment (115.3) (86.7) Acquisition of Neo Telecoms net of cash acquired (73.9) Acquisition of Colo Facilities Atlanta, net of cash acquired (52.5) Acquisition of Access Communications, Inc. (0.1) Acquisition of Corelink Data Centers, LLC, net of cash acquired (0.3) Net cash used in investing activities of continuing operations (241.8) (87.0) Cash flows from financing activities Equity contributions 0.6 Principal payments on long-term debt (5.1) (4.1) Principal repayments on capital lease obligations (0.7) (0.4) Payment of early redemption fees on debt extinguished Payment of debt issuance costs (0.2) Net cash used in financing activities of continuing operations (5.8) (4.1) Cash flows from continuing operations (129.4) 6.0 Cash flows from discontinued operations Operating activities 3.3 Investing activities (1.3) Financing activities (1.9) Cash flows from discontinued operations 0.1 Effect of changes in foreign exchange rates on cash (0.7) 0.1 Net (decrease)/increase in cash and cash equivalents (130.1) 6.2 Continuing operations: Cash and cash equivalents, beginning of year $ $ 91.3 Cash flows from continuing operations (129.4) 6.0 Effect of changes in foreign exchange rates on cash (0.7) 0.1 Cash and cash equivalents, end of year $ $ 97.4 Discontinued operations: Cash and cash equivalents, beginning of year $ 16.0 Cash flows from discontinued operations 0.1 Cash and cash equivalents, end of year $

14 ZGH Reconciliation of Non-GAAP Financial Measures ($ in ) Three months ended September 30, June 30, September 30, Reconciliation of Adjusted EBITDA: Net loss $ (110.5) $ (73.5) $ (27.4) Loss/(income) from discontinued operations, net of tax 1.3 (1.7) Interest expense Provision for income taxes Depreciation and amortization Transaction costs Stock-based compensation Foreign currency loss/(gain) on intercompany loans 14.7 (3.7) (0.6) Adjusted EBITDA $ $ $ Reconciliation of unlevered free cash flow: Net cash provided by operating activities $ $ $ 97.1 Cash paid for income taxes Cash paid for interest, net of capitalized interest Non-liquidating distribution to common unit holders 9.1 Transaction costs Provision for bad debts (0.6) (0.3) (0.4) Additions to deferred revenue (43.2) (49.4) (24.0) Amortization of deferred revenue Other changes in operating assets and liabilities (5.8) Adjusted EBITDA Purchases of property and equipment, net (115.3) (94.9) (86.7) Unlevered free cash flow, as defined $ 67.7 $ 76.2 $ 68.9 Reconciliation of levered free cash flow: Net cash flows provided by operating activities from continuing operations $ $ $ 97.1 Purchases of property and equipment, net (115.3) (94.9) (86.7) Levered free cash flow, as defined $ 2.9 $ 64.7 $ 10.4 Investor Relations: (877) IR@zayo.com 10

15 Exhibit 99.2 Zayo Group Holdings, Inc. Fiscal Year 2015 Q1 Supplemental Earnings Information Proprietary and Confidential

16 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. 2 Proprietary and Confidential

17 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. Core NAP, 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 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 Proprietary and Confidential

18 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, 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 on an intercompany loan, and impairment of cost method investment. 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 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 for purposes of determining bonus 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. 4 Proprietary and Confidential

19 Non-GAAP Financial Measures (continued) 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, 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 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 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. 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 5 Proprietary and Confidential

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. 6 Proprietary and Confidential

21 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 Estimated Revenue LQA and Adjusted EBITDA LQA represents the 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 Proprietary and Confidential

22 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 Annualized Revenue () $1,200 $1,000 $800 $600 $400 Cumulative Acquired Revenue Incremental Acquired Revenue $414 $431 $349 $21 $35 $307 $16 $944 $27 $520 $1,000 $52 $32 $1,126 $1,108 $1,072 $1,026 $1,047 $105 $120 $48 $67 $84 $9 $14 $1,187 $153 $175 $ Sep 11 Dec 11 Mar 12 Jun 12 Sep 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, 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 Telecommunications (1/2 mo), USCarrier 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 8 Proprietary and Confidential

23 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 $900 ZGH Adjusted EBITDA Growth Annualized Organic Adjusted EBITDA growth Planned Synergies Annualized Organic Adjusted EBITDA Growth is based upon a Planned Synergies, which is an estimate and may not have been fully realized (or may have been exceeded) in any given period. Annualized EBITDA () $800 $700 $600 $500 $400 $300 $200 $100 Incremental Acquired Adjusted EBITDA Cumulative Acquired Adjusted EBITDA $219 $235 $181 $153 $502 $253 $608 $622 $647 $590 $558 $567 $13 $6 $661 $684 $732 $ , Sep 11 Dec 11 Mar 12 Jun 12 Sep 12 ZGH Adjusted EBITDA Margin EBITDA Margin 80% 60% 40% 52% 56% 58% 20% 10 Sep 11 Dec 11 Mar 12 Jun 12 Sep 12 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 9 Proprietary and Confidential 8 First Telecommunications (2.5 mos), Litecast (3 mos) 9 Core NAP (1 mo) 10 Adjustment to normalize for one-time $10.2M lease termination cost 11 Core NAP (2 mos), CoreLink (2 mos) 12 Corelink (1 mo), Access Communications, Fiberlink 13 CoreXchange (1 mo) 14 CoreXchange (2 mos), Geo (1.5 mos, based on FX rate) 15 Geo (1.5 mos), Neo Telecoms,(based on FX rate), AtlantaNAP

24 Planned Synergies Summary Planned Synergies ($M) Jun 14 Sep 14 Change Total Planned Synergies (See slide 7 for details) $153.2 $158.4 $5.2 Additional planned synergies from Neo Telecoms and AtlantaNAP acquisitions Estimate of Realized Synergies to Date 1 (See slide 9) $125.7 $ Estimate of realized synergies in the quarter ended September 30, 2014 Remaining Planned Synergies $27.5 $ Estimate of realized synergies to date is calculated by comparing pro forma revenue growth (further adjusted to remove other revenue) multiplied by 70% (an estimated incremental Adjusted EBITDA margin) to actual pro forma 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 10 Proprietary and Confidential

25 AtlantaNAP Acquisition On July 1, 2014, the Company acquired 100% of the equity of Colo Facilities Atlanta, LLC ( AtlantaNAP ), a Georgia limited liability company, for a total consideration of $52.5 million. AtlantaNAP is a provider of colocation services through the operation of a single datacenter facility in the Atlanta, GA market. The acquisition was funded with cash on hand. AtlantaNAP Statistics July 1, 2014 AtlantaNAP NETWORK STATISTICS Billable Colocation Square Feet 42,336 Colocation Cabinet Equivalents 1,693 Utilized Colocation Cabinet Equivalents 1,405 ANNUALIZED FINANCIAL STATISTICS (in ) 1 Revenue $10.7 Adjusted EBITDA $5.3 % Margin 49% TRANSACTION STATISTICS (in ) Clos e Date July 1, 2014 Purchase Price, net of cash acquired $52.5 Adjusted EBITDA Multiple 2 9.9x 1 Annualized revenue and Adjusted EBITDA are based on the operating results of AtlantaNAP for the three months ended June 30, Financial results do not reflect any purchase accounting adjustments or reductions for intercompany transactions which will be eliminated post close 2 In calculating the Adjusted EBITDA multiple, the purchase price of AtlantaNAP is divided by the annualized Adjusted EBITDA derived from the historical June 30, 2014 quarterly operating results 11 Proprietary and Confidential

26 Neo Acquisition On July 1, 2014, the Company acquired 96% of the equity interest (plus a contractual mechanism to acquire the remaining interest at a later date) in Neo Telecoms Group ( Neo ) for a purchase price of 54.1M net of cash acquired ($73.9M USD based on the exchange rate on that date), subject to post closing adjustments. Neo is a Paris, France based provider of bandwidth infrastructure and colocation services. It operates a 300 route mile Paris metro fiber network (acquired from the former AboveNet) and a regional France network. In addition, Neo also operates nine datacenters within France. The transaction was funded with cash on hand. Neo Statistics July 1, 2014 Neo NETWORK STATISTICS Metro Markets 1 Route Miles 472 Fiber Miles ~125,000 On Net Buildings 540 ANNUALIZED FINANCIAL STATISTICS (Euros in ) 1 Revenue 28.8 Adjusted EBITDA 5.3 % Margin 19% TRANSACTION STATISTICS (Euros in ) Clos e Date July 1, 2014 Purchase Price, net of cash acquired 54.1 Adjusted EBITDA Multiple x 1 Annualized revenue and Adjusted EBITDA are based on the operating results of Neo for the three months ended June 30, 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 In calculating the Adjusted EBITDA multiple, the purchase price of Neo is divided by the annualized Adjusted EBITDA derived from the historical June 30, 2014 quarterly operating results of Neo 12 Proprietary and Confidential

27 Consolidated Financial Data Financial Data ($ in ) Three months ended September 30, December 31, March 31, June 30, September 30, Revenue $268.1 $277.0 $281.4 $296.7 $320.6 Annualized revenue growth 10% 13% 6% 22% 32% Pro forma annualized revenue growth 1 6% 8% 4% 12% 7% Operating income/(loss) $31.0 $22.6 $15.7 ($13.3) ($39.5) Earnings/(loss) from continuing operations ($29.1) ($37.5) ($42.8) ($72.2) ($110.5) Earnings from discontinued operations, net of income taxes $ 1.7 $ 0.8 $ 1.2 ($ 1.3) Net Earnings/(loss) ($27.4) ($36.7) ($41.6) ($73.5) ($110.5) Adjusted EBITDA, from continuing operations $155.6 $161.7 $165.2 $171.1 $183.0 Annualized Adjusted EBITDA growth 39% 15% 9% 14% 28% Pro forma annualized Adjusted EBITDA growth 1 40% 11% 9% 8% 16% Adjusted EBITDA margin 58% 58% 59% 58% 57% Purchases of property and equipment $86.7 $88.3 $90.9 $94.9 $115.3 Unlevered Free Cash Flow Unlevered Free Cash Flow margin 26% 26% 26% 26% 21% Additions to Deferred Revenue $24.0 $24.7 $65.8 $49.4 $43.2 Net Capital Monthly Amortized Revenue (MAR) Adjusted Unlevered Free Cash Flow Adj Unlevered Free Cash Flow margin 30% 30% 45% 37% 29% 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 During the three months ended June 30, 2013, the Company recorded a charge for lease termination costs totaling $10.2 million related to exit activities initiated for unutilized space associated with leased office and technical facilities. Adjusting for the effect of this charge, the Pro forma annualized Adjusted EBITDA growth rate for the three months ended September 30, 2013 is estimated to be 11% 3 The three months ended September 30, 2014 include three months of operating results of the July 1, 2014 AtlantaNAP and NEO acquisitions. Adjusting for the effect of these transactions as if they had occurred on April 1, 2014, the annualized revenue and Adjusted EBITDA growth rates for the three months ended September 30, 2014 are estimated to be 7% and 16%, respectively 13 Proprietary and Confidential

28 Zayo Physical Infrastructure Segment Financial Data Financial Data ($ in ) Three months ended September 30, December 31, March 31, June 30, September 30, Revenue $113.6 $120.9 $125.0 $135.9 $149.6 Annualized revenue growth 14% 26% 14% 35% 41% Pro forma annualized revenue growth 1 6% 14% 9% 17% 17% Operating income/(loss) $6.7 $2.1 ($37.8) ($17.4) ($33.0) Adjusted EBITDA $74.3 $80.2 $82.3 $88.2 $97.3 Annualized Adjusted EBITDA growth 21% 31% 11% 29% 41% Pro forma annualized Adjusted EBITDA growth 1 24% 22% 10% 18% 25% Adjusted EBITDA margin 65% 66% 66% 65% 65% Purchases of property and equipment $45.2 $46.7 $57.1 $60.1 $68.0 Unlevered Free Cash Flow Unlevered Free Cash Flow margin 26% 28% 20% 21% 20% Additions to Deferred Revenue $18.6 $21.5 $62.5 $46.7 $37.1 Net Capital (5.4) Monthly Amortized Revenue (MAR) Adjusted Unlevered Free Cash Flow Adj Unlevered Free Cash Flow margin 33% 37% 61% 46% 35% 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 In the three months ended June 30, 2013, the Company recorded a charge for lease termination costs totaling $10.2 million. The impact of the charge to Adjusted EBITDA for Zayo Physical Infrastructure is $4.3 million. Adjusting for the effect of this charge, Annualized Adjusted EBITDA growth for the three months ended September 30, 2013 is estimated to be 3% 3 The three months ended September 30, 2014 include approximately three months of operating results of the May 16, 2014 Geo Networks and July 1, 2014 AtlantaNAP acquisitions. Adjusting for the effect of the transactions as if they occurred on April 1, 2014, the annualized revenue and Adjusted EBITDA growth rates for the three months ended September 30, 2014 are estimated to be 17% and 25%, respectively 14 Proprietary and Confidential

29 Zayo Lit Services Segment Financial Data Financial Data ($ in ) Three months ended September 30, December 31, March 31, June 30, September 30, Revenue $149.4 $151.3 $151.7 $153.8 $156.1 Annualized revenue growth 7% 5% 1% 6% 6% Pro forma annualized revenue growth 1 4% 3% 3% Operating income/(loss) $24.5 $20.8 $53.8 $4.3 ($4.9) Adjusted EBITDA $80.8 $81.1 $82.5 $81.6 $82.2 Annualized Adjusted EBITDA growth 56% 2% 7% 4% 3% Pro forma annualized Adjusted EBITDA growth 1 1% 6% 1% Adjusted EBITDA margin 54% 54% 54% 53% 53% Purchases of property and equipment $41.5 $41.6 $33.8 $34.8 $46.1 Unlevered Free Cash Flow Unlevered Free Cash Flow margin 26% 26% 32% 30% 23% Additions to Deferred Revenue $4.8 $1.8 $2.7 $2.4 $6.2 Net Capital Monthly Amortized Revenue (MAR) Adjusted Unlevered Free Cash Flow Adj Unlevered Free Cash Flow margin 28% 26% 32% 30% 25% 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 In the three months ended June 30, 2013, the Company recorded a charge for lease termination costs totaling $10.2 million. The impact of the charge to Adjusted EBITDA for Zayo Lit Services is $5.9 million. Adjusting for the effect of this charge, Annualized Adjusted EBITDA growth for the three months ended September 30, 2013 is estimated to be 21% 3 The three months ended June 30, 2014 include approximately one and a half months of operating results of the May 16, 2014 Geo Networks acquisition. Adjusting for the effect of the transaction as if it had occurred on January 1, 2014, the annualized revenue and Adjusted EBITDA growth rates for the three months ended June 30, 2014 are estimated to be 3% and 6%, and for the three months ended September 30, 2014 are estimated to be 3% and 1%, respectively 15 Proprietary and Confidential

30 Invested Capital Invested Capital ($ in ) Three months ended September 30, December 31, March 31, June 30, September 30, Additional paid in capital $761.4 $765.5 $765.4 $733.6 $733.7 Capital lease obligations Debt 2, , , , ,236.0 Less cash balance (97.4) (206.8) (254.6) (297.4) (167.3) Net Debt 2, , , , ,095.2 Total Invested Capital $3,521.8 $3,559.6 $3,508.1 $3,701.6 $3,828.9 Market Capitalization $4,906.0 Net debt $3,095.2 Enterprise Value $8, September 30, 2014 market capitalization based on 223 million pre primary shares at $22 per share closing price on October 17, 2014 (first day of trading) 16 Proprietary and Confidential

31 Financial Data Stratification Adjusted EBITDA % of Revenue $200 56% 58% 54% 58% 58% 59% 58% 57% Purchases of Property and Equipment $200 % of Revenue 24% 37% 39% 32% 32% 32% 32% 36% Net Capital 1 % of Revenue $200 15% 36% 26% 23% 23% 9% 15% 22% $150 $150 $150 $100 $100 $100 $50 $50 $50 $139 $148 $142 $156 $162 $165 $171 $183 $59 $96 $102 $87 $88 $91 $95 $115 $37 $93 $68 $63 $64 $25 $45 $72 Unlevered Free Cash Flow (FCF) 2 $200 % of Revenue 32% 20% 15% 26% 27% 26% 26% 21% Adj Unlevered FCF 3 $200 % of Revenue 37% 17% 24% 30% 30% 45% 37% 29% Levered FCF 4 $150 % of Revenue 18% 6% 13% 4% 23% 24% 22% 1% $150 $150 $100 $100 $100 $50 $50 $50 $44 ($14) $34 $10 $65 $66 $65 $3 $80 $52 $40 $69 $73 $74 $76 $68 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 MAR 4 Levered Free Cash Flow is equal to Net Cash Provided by Operating Activities less Cash Outflows for Purchases of Property and Equipment 17 Proprietary and Confidential $92 $44 $62 $80 $84 $126 $111 $94 ($50) $10.2 million lease termination cost adjustment

32 Purchases of Property and Equipment Purchases of Property and Equipment by Driver Purchases of Property and Equipment Growth Capital Expenditures Capital Expenditures $140 $120 $100 $80 $60 $40 $20 $14 $12 $10 $8 $6 $4 $2 $115.3 $3.8 $ $95.7 $1.7 $94.9 $2.1 $5.7 $ $86.7 $88.3 $90.9 $4.2 $1.9 $1.8 $1.1.1 $ $5.2 $5.1 $4.9 $4.9 $58.9 $1.6.5 $3.0 $53.8 $88.5 $95.4 $79.1 $80.7 $84.5 $88.8 $105.2 Growth Maintenance Integration Other Maintenance, Integration and Other $10.1 $7.5 $3.8 $7.2 $7.6 $6.5 $1.9 $1.8 $6.4 $6.1 $5.1 $2.1 $1.7.6 $ $1.6 $ $4.0 $4.2 $5.1 $4.9 $5.7 $3.0 $4.9 $5.2 Maintenance Integration Other Capital Expenditures Capital Expenditures $140 $120 $100 $80 $60 $40 $20 $140 $120 $100 $80 $60 $40 $20 $105.2 $95.4 $88.5 $11.0 $79.1 $80.7 $84.5 $88.8 $19.6 $8.1 $14.1 $11.8 $13.0 $15.4 $53.8 $3.2 $50.6 $80.4 $84.4 $67.3 $67.7 $69.1 $74.7 $85.6 Success Based Infrastructure Purchases of Property and Equipment by Type $115.3 $5.9 $95.7 $101.9 $94.9 $1.6 $86.7 $88.3 $90.9 $12.3 $3.4 $8.8 $3.0 $6.2 $3.1 $2.3 $4.5 $10.9 $9.2 $9.8 $13.1 $58.9 $1.4 $57.6 $60.4 $71.3 $5.8 $53.5 $51.3 $59.5 $62.1 $ $1.1 $7.2 $8.8.2 $5.1.6 $ $1.3 $3.6 $1.1 $2.1 $9.9 $20.2 $21.6 $16.6 $21.2 $1.0 $3.1 $11.7 $15.3 $19.5 Optronics equipment IP equipment IT technology Outside and inside plant Capitalized labor Other 18 Proprietary and Confidential

33 Stratification of Revenue $350 $300 $250 $200 Revenue Stratification $296.8 $9.8 $250.0 $256.6 $261.8 $268.1 $277.0 $281.4 $5.3 $4.3 $15.2 $13.6 $14.2 $4.3 $1.2 $2.6 $3.6 $11.1 $12.0 $12.6 $4.1 $10.2 $3.3 $4.1 $3.1 $3.1 $2.9 $2.9 $320.7 $9.6 $17.3 $4.4 $350 $300 $250 $200 MRR and MAR on the Last Day of the Quarter 1 $150 $100 $50 $232.6 $241.2 $244.1 $248.9 $254.7 $258.8 $267.6 $289.4 $150 $100 $50 $103.7 $83.4 $85.0 $86.7 $89.4 $90.6 $92.8 $98.8 $3.0 $3.3 $4.0 $4.5 $4.7 $4.8 $5.6 $5.8 $80.4 $81.7 $82.7 $84.9 $85.9 $88.0 $93.2 $97.9 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 $4.3 $1.2 $2.6 $3.6 $5.3 $4.3 $9.8 $9.6 $40 $30 $20 $10 $17.3 $10.2 $11.1 $12.0 $12.6 $13.6 $14.2 $15.2 $10.4 $6.6 $7.3 $7.8 $8.1 $8.9 $9.3 $9.7 $3.7 $3.8 $4.1 $4.4 $4.7 $4.9 $5.5 $6.9 $40 $30 $20 $10 $37.1 $34.8 $34.1 $30.6 $26.2 $43.6 $40.1 $22.7 $31.0 $28.0 $24.9 $17.7 $12.7 $28.7 $6.1 $5.7 $8.5 $6.8 $7.7 $10.0 $7.9 $5.4 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 19 Proprietary and Confidential

34 Stratification of Adjusted EBITDA Stratification of Adjusted EBITDA $220 $180 $140 $100 $60 $20 ($20) Adjusted EBITDA Stratification $183.0 $161.7 $165.2 $171.1 $7.1 $155.6 $147.6 $2.2 $4.2 $2.8 $6.2 $139.4 $141.8 $1.8 $1.1 $137.6 $147.9 $140.7 $153.4 $157.5 $162.4 $164.9 $175.9 (.3) $8 $4 ($4) ($8) Adjusted EBITDA Associated with Other Revenue $7.1 $6.2 $7.2 $4.2 $2.2 $2.8 $4.3 $1.8 $4.1 $1.1 $3.7 $2.4 $4.1 $2.0 (.3) $3.1.1 (.1) (.6) $1.9 ($1.5) ($1.3) ($2.1) ($1.9) 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 20 Proprietary and Confidential

35 Net New Sales (Bookings) Net New Sales (Bookings) 1 MRR and MAR $10,000 $8,000 $6,000 $4,000 $2,000 Net New Sales (Bookings) Contract Value = $265M $263M $245M $324M $531M $353M $494M $545M $4,302 $4,387 $4,874 $4,866 $5,696 $5,164 $416 $407 $375 $442 $366 $185 $6,079 $5,796 $543 $626 $3,936 $4,203 $4,468 $4,491 $5,280 $4,722 $5,535 $5,170 Monthly Bookings less Netex $10,000 $8,000 $6,000 $4,000 $2,000 Estimated Bookings less Netex 2 Est Bookings less Netex % = 94% 96% 96% 96% 96% 94% 95% 92% $4,043 $4,218 $4,690 $4,663 $5,440 $4,877 $358 $344 $170 $390 $364 $487 $5,748 $5,350 $503 $578 $3,699 $4,048 $4,300 $4,299 $5,083 $4,389 $5,246 $4,772 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 $25 $46 $40 $44 $82 $76 $83 $ 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) 21 Proprietary and Confidential

36 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 $100 $50 Estimated Expenditures associated with Net New Sales (Bookings) $65.4 $66.4 $1.9 $2.9 $92.5 $87.7 $2.1 $1.6 $150.5 $155.1 $154.3 $3.6 $1.0 $10.1 $227.3 $4.9 $63.5 $63.5 $90.3 $86.1 $147.0 $154.1 $144.1 $222.4 $300 $250 $200 $150 $100 $50 Net New Sales (Bookings) IRU and Upfront Charges Contract Value = $42.4M $20.3M $52.9M $43.9M $68.9M $79.2M $70.8M $58.8M $42.4 $20.3 $3.0 $6.9 $3.8 $32.6 $10.3 $6.1 $3.0 $10.2 $17.0 $5.7 $3.6 $7.1 $9.6 $3.5 $3.1 $16.2 $39.6 $37.3 $51.7 $59.2 $48.8 $52.9 $43.9 $68.9 $79.2 $70.8 $58.8 $8.8 $13.9 $36.0 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) 22 Proprietary and Confidential

37 Discussion of Unique Sep-14 Projects 42% of the $227M (or $96M) of Estimated Capital and Upfront Expenditures associated to Sep 14 Net Bookings driven by 2 large projects Payback period without these projects would be 17 months (versus reported 35 months) Provides for construction of ~1800 route network miles in the US Demand for this network coming from carriers, content, and enterprise customers $511K of net sales ($65M in Contract Value) sold against these projects, combination of dark fiber and waves 80% of capital spend between 3Q15 and 4Q17, meaning revenue/ebitda will be realized in proximity to when capital outlay occurs The useful life of the assets is 20+ years; capacity installed as part of initial deployment sufficient to support additional sales over life of asset Cannot reveal specifics for competitive and customer reasons 23 Proprietary and Confidential

38 Stratification of Net New Sales (Bookings) Net New Sales (Bookings) Stratification December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30, Network capacity Estimated Ca pital Expenditures ($ in ) $11.0 $8.5 $9.7 $15.7 $17.4 $20.1 $23.8 $ % <12 Month Payback and Positive IRR Net New Sales (Bookings) (MRR and MAR) ($ in ) $3,226 $3,205 $3,526 $3,732 $3,880 $3,419 $4,103 $3,965 71% Estimated Ca pita l and Upfront Expenditures associated with Net New Sales (Bookings) less Upfront Charges ($ in ) ($12.2) (.8) ($19.1) ($8.4) ($4.2) ($18.2) ($5.6) $20.1 Estimated Ca pita l Expenditures ($ in ) $26.1 $14.7 $29.9 $24.4 $44.1 $14.5 $39.5 $ % Estimated Payback Period (in months) Contract Value of Net New Sales (Bookings) ($ in ) $197.7 $172.5 $172.7 $225.3 $337.8 $153.1 $277.7 $353.6 >12 Month Payback and Positive IRR Net New Sales (Bookings) (MRR and MAR) ($ in ) $1,077 $1,172 $1,274 $1,035 $1,645 $1,692 $1,919 $1,386 27% Estimated Ca pita l and Upfront Expenditures associated with Net New Sales (Bookings) less Upfront Charges ($ in ) $23.7 $28.5 $26.2 $25.9 $31.2 $45.0 $52.7 $28.9 Estimated Ca pita l Expenditures ($ in ) $26.0 $32.3 $28.9 $36.9 $48.3 $87.0 $67.7 $ % Estimated Payback Period (in months) Contract Value of Net New Sales (Bookings) ($ in ) $67.3 $89.8 $69.9 $95.4 $189.0 $191.6 $215.0 $130.4 Speculative Projects Net New Sales (Bookings) (MRR and MAR) ($ in ) $11 $75 $98 $170 $53 $57 $446 2% Estimated Ca pita l and Upfront Expenditures associated with Net New Sales (Bookings) less Upfront Charges ($ in ) Three months ended.3 $4.8 $21.4 $7.2 $37.2 $29.0 $13.1 $99.0 Estimated Ca pita l Expenditures ($ in ).3 $7.6 $21.7 $9.1 $37.2 $32.5 $13.2 $ % 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 ).0.2 $2.7 $3.5 $4.1 $8.2 $1.4 $60.7 Average % of eight prior quarters 24 Proprietary and Confidential 24

39 Stratification of Speculative Projects Speculative Capital Expenditure Commitments ($ in ) Three months ended December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30, Average % of total estimated capital of prior eight quarters Estimated Success Based Capital $ 0.3 $ 7.6 $ 21.7 $ 9.1 $ 27.2 $ 15.7 $ 12.3 $ % Estimated Infrastructure Capital % Estimated growth capital expenditures $ 0.3 $ 7.6 $ 21.7 $ 9.1 $ 37.2 $ 32.5 $ 13.2 $ % By Category: Opportunistic Network Expansions Estimated Success Based Capital $ % Estimated Infrastructure Capital % Estimated growth capital expenditures $ 0.0 $ 10.0 $ 16.8 $ 0.9 $ % Customer Specific with Negative Payback Estimated Success Based Capital $ 0.3 $ 0.5 $ 12.0 $ 4.5 $ 0.6 $ 0.5 $ % Estimated Infrastructure Capital 0% Estimated growth capital expenditures $ 0.3 $ 0.5 $ 12.0 $ 4.5 $ 0.6 $ 0.5 $ % Increased Scope on previously Approved Projects Estimated Success Based Capital $ 7.1 $ 2.2 $ 0.0 $ 7.0 $ 12.5 $ 1.0 $ 0.3 3% Estimated Infrastructure Capital 0% Estimated growth capital expenditures $ 7.1 $ 2.2 $ 0.0 $ 7.0 $ 12.5 $ 1.0 $ 0.3 3% Other Estimated Success Based Capital $ 7.5 $ 4.6 $ 19.6 $ 3.2 $ 10.7 $ 2.3 5% Estimated Infrastructure Capital 0% Estimated growth capital expenditures $ 7.5 $ 4.6 $ 19.6 $ 3.2 $ 10.7 $ 2.3 5% 25 Proprietary and Confidential

40 Quota Bearing Headcount (QBHC) Quota Bearing Headcount Quota Bearing Headcount Monthly Average Net New Sales (Bookings) per QBHC 140 $25 Headcount Net New Sales (Bookings) MRR and MAR $20 $15 $10 $5 $14 $14 $15 $14 $15 $15 $16 $15 26 Proprietary and Confidential

41 Installation and Churn Processed Installation and Churn Processed MRR and MAR $7,000 $6,000 $5,000 $4,000 $3,000 $2,000 $4,738 $4,991 $238 $434 Gross Installations $5,077 $5,268 $5,393 $353 $4,596 $4,763 $4,757 $348 $349 $316 $432 $313 MRR and MAR ($1,000) ($2,000) ($3,000) ($4,000) ($5,000) Churn Processed ($3,260) ($3,198) ($3,658) ($3,735) ($3,451) ($3,422) ($3,435) ($3,568) ($125) ($90) ($151) ($202) ($169) ($158) ($121) ($336) ($3,385) ($3,288) ($3,809) ($3,855) ($3,653) ($3,591) ($3,594) ($3,904) $1,000 $4,500 $4,558 $4,280 $4,331 $4,444 $4,730 $4,919 $5,040 ($6,000) ($7,000) Churn = 1.4% 1.3% 1.5% 1.5% 1.4% 1.3% 1.3% 1.3% $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 $1,353 $1,486 $1,674 $1,489 $113 $344 $179 $190 $17 $788 $908 $1,104 $166 $311 $110 $1,240 $1,360 $622 $993 $1,307 $1,484 $1,472 $597 Net Installations MRR Net Installations MAR 27 Proprietary and Confidential

42 Breakdown of Installations and Churn Processed Installation and Churn Processed 1 MRR and MAR $6,000 $5,000 $4,000 $3,000 $2,000 Gross Installations $5,268 $5,393 $4,991 $5,077 $326 6% $4,738 $4,763 $4,757 $429 8% $321 6% $4,596 $335 7% $261 5% $368 $185 4% $104 2% $253 5% $300 $407 $378 $233 $316 $340 8% 8% 6% 8% 5% 7% 7% $530 10% $521 11% $4,371 88% $330 7% $526 $4,399 82% 15% 15% 10% $701 $699 $4,055 77% $3,849 81% $3,888 85% $3,876 76% 76% $3,644 $3,638 76% MRR and MAR ($1,000) ($2,000) ($3,000) ($4,000) Churn Processed ($2,391) ($2,345) ($2,302) 71% 71% 63% ($2,363) 66% ($2,651) 69% ($3,005) ($2,905) ($2,885) ($656) ($638) 79% 81% 19% 19% ($939) ($610) 17% 74% 26% 22% ($866) ($338) 9% ($182) ($344) 10% ($305) 9% 5% 9% 15% ($338) ($553) ($134) 4% ($83) 2% ($310) ($110) ($277) ($265) ($437) 12% 8% 7% 8% ($251) ($229) 6% ($3,385) ($3,288) 3% 7% ($365) 9% ($3,653) ($3,591) ($3,594) ($3,809) ($3,855) ($3,904) $1,000 ($5,000) ($6,000) Churn = 1.4% 1.3% 1.5% 1.5% 1.4% 1.3% 1.3% 1.3% Installations from Replacement Services Installations from Upgrades Installations from Price Increases Installations from New Service 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 28 Proprietary and Confidential

43 Price Changes and Renewals $14,000 $12,000 $10,000 Price Increases Renewals (Where there is no price change) Price Decreases Price increases as % of MRR = $14,000 $10,000 Price decreases as % of MRR = 15% 19% 17% 7% 13% 14% 16% 12% $701 $12,000 $8,000 35% 24% 23% 26% 22% 13% 15% 19% $10,000 $6,000 MRR $8,000 $6,000 $699 MRR $8,000 $6,000 MRR $4,000 $2,000 $4,000 $2,000 $521 $526 $530 $406 $330 $300 $4,000 $2,000 $1,206 $1,051 $1,154 $1,588 $1,599 $2,605 $2,446 $1,977 ($2,000) ($4,000) ($656) ($638) ($553) ($338) ($610) ($344) ($866) ($939) Price Increases MRR before Price Increases Price Decreases MRR before Price Decreases $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 ($135) ($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 $58.8 $18.9 $54.2 $18.5 $35.1 $68.8 $15.4 $14.2 $14.7 $14.9 $14.0 $20.1 $11.6 $18.8 $46.3 $15.5 $25.5 $30.8 $35.0 $39.7 $16.8 $17.2 $18.6 Net Contract Value associated with Price Decreases Net Contract Value associated with Renewals Net Contract Value associated with Price Increases 29 Proprietary and Confidential

44 Upgrades Upgrades Gross Installations Associated with Upgrades $600 $500 Contract Value = $20.0M $12.7M $19.1M $19.0M $22.9M $19.8M $22.7M $17.5M Churn Processed Associated with Upgrades 1 ($270) ($249) ($282) ($136) ($113) ($164) ($170) ($175) ($100) MRR and MAR $400 $300 $200 MRR and MAR ($200) ($300) ($400) $100 $368 $321 $378 $233 $316 $340 $253 $261 ($500) ($600) Contract Value = $2.2M $1.7M $4.0M $1.9M.7M $3.1M $2.2M $2.9M $600 Net Installations Associated with Upgrades $24.0 Net Contract Value Associated with Upgrades MRR and MAR $500 $400 $300 $200 $100 $98 $72 $96 $96 $203 $176 $84 $86 Contract Value $18.0 $12.0 $6.0.0 $17.7 $11.0 $15.1 $17.1 $22.3 $16.7 $20.4 $ 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 30 Proprietary and Confidential

45 Replacement Services Replacement Services 1 Gross Installations Associated with Replacement Services $600 $500 Contract Value =.0M.0M.0M $4.1M $2.4M $8.1M $17.3M $12.2M Churn Processed Associated with Replacement Services ($100) ($193) ($149) ($295) ($416) ($368) 2 MRR and MAR $400 $300 $200 MRR and MAR ($200) ($300) ($400) $100 $185 $104 $335 $429 $326 Net Installations Associated with Replacement Services $400 ($500) ($600) $16.0 Contract Value =.0M.0M.0M $ 2.6M $ 0.9M $ 1.6M $ 5.1M $ 4.8M Net Contract Value Associated with Replacement Services MRR and MAR $300 $200 $100 ($100) ($200) $39 $13 ($8) ($45) ($42) Contract Value $12.0 $8.0 $ $1.4 $1.5 $6.5 $12.3 $7.4 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 31 Proprietary and Confidential

46 Service Activation and Churn Pipeline Service Activation and Churn Pipeline MRR and MAR $16 $14 $12 $10 $8 $6 $4 $2 Service Activation Pipeline $9.7 $9.7 $8.7 $8.1 $8.5 $ $1.9 $ $11.3 $10.7 $1.2 $1.3 $1.1 $1.4 $7.5 $6.8 $6.9 $7.0 $7.0 $7.5 $8.4 $8.6 MRR and MAR $16 $14 $12 $10 $8 $6 $4 $2 Estimated Timing of Service Activation Pipeline Implied Average Days to Install = $8.7 $8.1 $8.5 $8.5 $3.5 40% $2.7 $2.7 $2.8 33% 61% $5.2 $5.4 $5.8 68% $5.7 $5.9 55% 67% $5.3 $5.8 $6.1 60% 67% 32% 33% $9.7 $9.7 $3.8 $4.3 39% 45% $10.7 $11.3 $4.9 46% $5.1 54% 46% 54% 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) ($1.8) ($2.4) ($2.2) ($1.9) ($2.1) ($2.4) ($2.7) ($2.5) MRR and MAR $16 $14 $12 $10 $8 $6 $4 $2 $6.9 $5.7 $6.3 $6.6 $7.5 $7.2 $8.0 $ Proprietary and Confidential

47 Revenue Under Contract Revenue Under Contract Revenue Under Contract Average Remaining Contract Term $6,000 $5,000 $4,000 $3,000 $2,000 $3,670 $3,231 $3,389 $3,522 $78 $79 $119 $106 $648 $611 $598 $579 $311 $350 $363 $390 $4,088 $254 $767 $421 $4,363 $274 $830 $495 $4,694 $132 $1,031 $572 $5,079 $127 $1,207 $591 Months $1,000 $2,231 $2,362 $2,461 $2,526 $2,646 $2,764 $2,959 $3, Embedded Base MRR Embedded Base MAR Service Activation Pipeline Revenue Commitments 33 Proprietary and Confidential

48 Employee Data Employee Data Headcount 1,800 1,600 1,400 1,200 1, Number of Employees 1,076 1,089 1,160 1,279 1,404 1,421 1,513 1,606 Financial Statement Revenue $1,200 $1,000 $800 $600 $400 $200 Annualized Revenue per Employee $929 $942 $903 $838 $789 $792 $785 $799 $60 $50 Employee Related Cost % of Revenue = 15% 14% 15% 15% 15% 16% 16% 15% Annualized Employee Related Cost per Employee $1,200 $1,000 $40 $800 SG&A $30 $20 SG&A $600 $400 $10 $38.6 $37.1 $38.2 $39.9 $42.3 $44.6 $47.6 $47.6 $200 $143 $136 $132 $125 $121 $125 $126 $ Proprietary and Confidential

49 Customer Verticals and Product Mix Customer Verticals and Product Mix 1 Zayo Group Customer Verticals December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30, % of MRR & MAR Wireline 34% 34% 34% 34% 34% 33% 34% 34% Wireless 18% 18% 18% 18% 19% 18% 18% 18% Content 15% 15% 15% 15% 15% 16% 16% 16% Finance 13% 13% 13% 13% 12% 12% 12% 11% Public Sector/Healthcare 7% 7% 7% 7% 7% 7% 8% 7% Services 5% 5% 5% 5% 5% 6% 5% 6% Cloud/Data Center 5% 5% 5% 5% 5% 5% 5% 6% Manufacturing/Transportation 3% 3% 3% 3% 3% 3% 3% 3% Zayo Group Product Mix December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30, % of MRR & MAR Physical Infrastructure Metro Dark Fiber 24% 24% 24% 24% 24% 25% 25% 25% Colocation 5% 5% 6% 6% 7% 7% 7% 8% Long Haul Dark Fiber 5% 5% 5% 6% 6% 6% 7% 8% Mobile Infrastructure n/a 7% 7% 7% 8% 8% 7% 8% Sub Total 35% 42% 43% 43% 44% 45% 47% 48% Lit Services Wavelengths 23% 23% 23% 22% 22% 22% 22% 21% Ethernet 19% 14% 14% 14% 14% 13% 13% 13% Internet Protocol 9% 9% 9% 9% 9% 9% 9% 9% SONET 14% 12% 12% 11% 11% 10% 9% 9% Sub Total 65% 58% 57% 56% 55% 54% 53% 52% 1 Customer Verticals and Product Mix excludes the Other segment 35 Proprietary and Confidential

50 Customer Concentration Customer Concentration 80% 70% 60% % of MRR 50% 40% 30% 20% 10% 0% 36% 36% 37% 38% 37% 37% 37% 36% 28% 29% 30% 30% 30% 30% 30% 29% 21% 21% 23% 23% 23% 22% 22% 21% 7% 5% 4% 7% 4% 4% 7% 4% 4% 8% 4% 4% 7% 4% 4% 7% 4% 4% 7% 4% 4% 6% 4% 4% Customer #1 Customer #2 Customer #3 Top 5 Top 10 Top Proprietary and Confidential

51 Customer Metrics Customer Metrics 6,000 Number of Customers $25 (MRR and MAR)/Customer Customers 4,000 2, ,813 3,912 4,087 4,086 4,193 4,271 4,851 5,703 MRR and MAR $20 $15 $10 $5 $22 $22 $21 $22 $22 $22 $20 $18 37 Proprietary and Confidential

52 Network Metrics Network Metrics 1,2 Route Miles 100,000 80,000 60,000 40,000 20,000 76,778 77,113 80,860 81,561 72,893 74,325 75,839 75, , ,750 3,208 63,844 Fiber Network - Route Miles 74,325 75,839 75,954 76,362 77,113 78,760 81,247 Fiber Miles 7,000 6,000 5,000 4,000 3,000 2,000 1,000 Fiber Network - Fiber Miles 5,298 5,404 5,443 5,605 5,715 5, ,030 5,404 5,443 5,605 5,613 5,724 5,773 5,974 6, ,028 0 USCarrier FTS Litecast Access FiberLink Geo Neo 0 USCarrier FTS Litecast Access FiberLink Geo Neo On Net Buildings 18,000 15,000 12,000 9,000 6,000 3, , ,694 11,740 Number of On-net Buildings 12,222 11,740 12,222 13,242 14,196 14, , , ,242 13,761 14,490 14,824 15,557 Number of Markets Number of Markets States = 44+DC 45+DC 45+DC 45+DC 45+DC 45+DC 46+DC 46+DC USCarrier FTS Litecast Access FiberLink Geo Neo USCarrier FTS Geo 1 Acquired additions to quarterly network metrics represent unique network additions (i.e. new routes, buildings, or markets added to Zayo s existing network infrastructure) 2 As the Company audits network and building metrics any adjustments are reflected in the metrics above Pre existing Network Metrics 38 Proprietary and Confidential

53 Network Metrics On-Net Buildings 1 Three months ended December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30, On Net Building Type Enterprise 6,424 6,824 7,059 7,811 8,543 8,773 8,977 9,775 Cell Site Stand Alone 2,202 2,367 2,574 2,637 2,800 2,839 2,983 3,200 Zayo Hut Carrier Hotel/Data Center Carrier Point of Presence ("PoP") Local Serving Office ("LSO") Zayo Point of Presence ("PoP") Wireless Mobile Switching Center ("MSC") CATV Head End Small Cell Total 11,104 11,740 12,222 13,242 14,196 14,490 15,027 16,151 Non Stand Alone Cell Site in On Net Building ,036 1,086 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 39 Proprietary and Confidential

54 Network Metrics Colocation Cabinet Utilization Billable Colocation Square Feet Colocation Cabinet Equivalents Square Feet 300, , , , ,000 50, , , ,686 8, ,036 25, , , , , ,399 27, , ,877 42, ,286 17, , , , ,288 Colocation Cabinet Equivalents 12,000 10,000 8,000 6,000 4,000 2,000 6,888 5,657 5,657 5, ,014 5,657 5,657 5,659 5,874 11,337 1,025 7,338 8,041 8,041 1, ,041 8,618 7,338 7,338 0 Core NAP Corelink CoreXchange AtlantaNAP Neo 0 Core NAP Corelink CoreXchange AtlantaNAP Neo Colocation Cabinet Equivalents 10,000 8,000 6,000 4,000 2,000 0 Utilization = 57% 57% 59% 64% 67% 69% 69% 67% 7,544 3,247 3,233 Utilized Colocation Cabinet Equivalents 3, , ,247 3,233 3,261 3,599 4, ,885 4,885 5,532 5, ,405 5,553 5,566 Core NAP Corelink CoreXchange AtlantaNAP Neo 40 Proprietary and Confidential

55 41 Proprietary and Confidential Fiber to the Tower

56 Fiber to the Tower (FTT) Fiber to the Tower Towers 8,000 6,000 4,000 Total FTT Towers 2,3 4,701 4,912 4,132 4,320 4,403 4,325 1,002 1,074 1,287 1,275 1, ,252 1,233 5,640 1,354 Tenants 8,000 6,000 4,000 Total FTT Tenants 2,3 In Service Tenants/In Service Tower = ,457 6,695 5,676 5,710 5,618 5,612 5,837 5,313 1,440 1,518 1,554 1,486 1, ,017 1,090 2,000 2, ,845 3,045 3,303 3,469 3,699 3,838 4,019 4, ,122 4,224 4,423 4,374 4,595 4,747 5,017 5,177 In Service Under Construction In Service Under Construction Mbs Bandwidth/Tenant (Mbs) MRR and MAR Revenue/Tower & Revenue/Tenant $2.5 $2.0 $1.9 $2.0 $1.9 $1.5 $1.8 $1.8 $1.8 $1.7 $1.7 $1.4 $1.4 $1.5 $1.5 $1.5 $1.4 $1.3 $1.0 $ 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) 42 Proprietary and Confidential

57 Fiber to the Tower (FTT) Fiber to the Tower MRR and MAR $10 $8 $6 $4 $2 FTT MRR and MAR Contract Value = $475M $480M $497M $487M $542M $660M $819M $1,052M $5.5 $6.1 $6.3 $6.4 $6.7 $6.9 $7.3 $7.4 FTT Product Mix % of MRR and MAR 60% 50% 40% 30% 20% 10% 0% FTT as % of MRR/MAR Wireless Carrier MRR and MAR = $14.7M $15.2M $15.9M $16.1M $17.0M $16.8M $18.0M $17.9M 40% 39% 40% 39% 40% 41% 41% 42% 7% 7% 7% 7% 7% 8% 7% 7% % of Zayo Group s Wireless Carrier MRR and MAR % of Zayo Group s MRR and MAR 100% 3% 4% 3% 4% 3% 5% 7% 7% % of FTT MRR and MAR 80% 60% 40% 20% 0% 82% 84% 86% 87% 90% 89% 88% 88% 14% 12% 10% 8% 7% 6% 5% 5% FTT Product Mix % SONET/Digital Signal FTT Product Mix % Dedicated Ethernet FTT Product Mix % Dark Fiber 43 Proprietary and Confidential

58 Financial Data by Reporting Segment 44 Proprietary and Confidential

59 Zayo Physical Infrastructure Segment Financial Data Financial Data ($ in ) Three months ended September 30, December 31, March 31, June 30, September 30, Revenue $113.6 $120.9 $125.0 $135.9 $149.6 Annualized revenue growth 14% 26% 14% 35% 41% Pro forma annualized revenue growth 1 6% 14% 9% 17% 17% Operating income/(loss) $6.7 $2.1 ($37.8) ($17.4) ($33.0) Adjusted EBITDA $74.3 $80.2 $82.3 $88.2 $97.3 Annualized Adjusted EBITDA growth 21% 31% 11% 29% 41% Pro forma annualized Adjusted EBITDA growth 1 24% 22% 10% 18% 25% Adjusted EBITDA margin 65% 66% 66% 65% 65% Purchases of property and equipment $45.2 $46.7 $57.1 $60.1 $68.0 Unlevered Free Cash Flow Unlevered Free Cash Flow margin 26% 28% 20% 21% 20% Additions to Deferred Revenue $18.6 $21.5 $62.5 $46.7 $37.1 Net Capital (5.4) Monthly Amortized Revenue (MAR) Adjusted Unlevered Free Cash Flow Adj Unlevered Free Cash Flow margin 33% 37% 61% 46% 35% 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 In the three months ended June 30, 2013, the Company recorded a charge for lease termination costs totaling $10.2 million. The impact of the charge to Adjusted EBITDA for Zayo Physical Infrastructure is $4.3 million. Adjusting for the effect of this charge, Annualized Adjusted EBITDA growth for the three months ended September 30, 2013 is estimated to be 3% 3 The three months ended September 30, 2014 include approximately three months of operating results of the May 16, 2014 Geo Networks and July 1, 2014 AtlantaNAP acquisitions. Adjusting for the effect of the transactions as if they occurred on April 1, 2014, the annualized revenue and Adjusted EBITDA growth rates for the three months ended September 30, 2014 are estimated to be 17% and 25%, respectively 45 Proprietary and Confidential

60 Zayo Physical Infrastructure Segment Revenue Stratification & Operational Data $175 $150 $125 $100 $75 $50 $101.7 $3.2 $8.3.1 Revenue Stratification $135.9 $125.0 $120.9 $5.5 $3.3 $3.2 $107.1 $109.8 $113.6 $11.9 $10.8 $11.2 $2.2 $2.4 $2.1.8 $9.0 $9.6 $ $149.7 $6.6 $ MRR and MAR Net New Sales (Bookings) Contract Value = $3,500 $179M $170M $139M $236M $2,971 $2,904 $3,000 $2,859 $339 $2,373 $374 $2,500 $2,337 $554 $2,000 $1,717 $304 $347 $1,730 $1,500 $273 $1,379 $278 $109 $1,000 $25 $90.1 $95.9 $97.7 $101.4 $106.4 $110.0 $117.7 $128.8 $500 $1,444 $1,270 $1,453 $2,070 $2,632 $1,990 $2,529 $2,304 MRR Usage MAR Other Revenue Net Sales - MRR Net Sales - MAR Gross Installations Churn Processed Net Installations MRR and MAR $3,500 $3,000 $2,500 $2,000 $1,500 $1,000 $500 $1,657 $136 $1,990 $2,003 $1,796 $1,779 $132 $128 $1,657 $260 $79 $201 $2,345 $2,321 $258 $275 $1,521 $1,536 $1,456 $1,701 $1,858 $1,875 $2,087 $2,047 MRR and MAR ($500) ($1,000) ($1,500) ($2,000) ($2,500) ($3,000) ($3,500) ($878) ($885) ($925) ($1,188) ($954) ($727) ($893) ($1,006) ($48) ($80) ($55) ($95) ($41) ($775) ($957) ($940) ($27) ($995) ($1,020) ($1,215) Churn % = ($69) ($158) ($961) ($1,163) 1.0% 0.9% 1.0% 1.1% 0.8% 0.6% 0.7% 0.8% MRR and MAR $3,500 $3,000 $2,500 $2,000 $1,500 $1,000 $500 $699 $856 $56 $205 $637 $565 $106 $52 $643 $651 $531 $513 $995 $91 $904 $1,228 $1,384 $1,158 $80 $190 $117 $1,148 $1,194 $1,041 Gross Installed Revenue - MRR Gross Installed Revenue - MAR Churn Processed - MRR Churn Processed - MAR Net Installations - MRR Net Installations - MAR 46 Proprietary and Confidential

61 Zayo Physical Infrastructure Segment Financial Data Stratification Adjusted EBITDA $125 % of Revenue 67% 69% 64% 65% 66% 66% 65% 65% $100 Purchases of Property and Equipment $125 $100 % of Revenue 33% 51% 48% 40% 39% 46% 44% 45% Net Capital 1 $100 % of Revenue 15% 46% 19% 23% 21% 4% 10% 21% $75 $75 $75 $50 $50 $50 $25 $25 $25 $15 $49 $21 $27 $25 ($5) $14 $31 $68 $74 $71 $74 $80 $82 $88 $97 $33 $54 $53 $45 $47 $57 $60 $68 ($25) Unlevered Free Cash Flow (FCF) 2 $125 % of Revenue 34% 18% 16% 26% 28% 20% 21% 20% $100 Adj Unlevered FCF 3 $125 % of Revenue 44% 15% 36% 33% 37% 61% 46% 35% $100 Levered FCF 4 $75 % of Revenue 7% 28% 17% 7% 24% 30% 28% 0% $50 $75 $75 $25 $50 $50 $7 ($30) $18 ($8) $29 $38 $39 ($1) $25 $25 ($25) $34 $19 $18 $29 $33 $25 $28 $29 $44 $16 $40 $38 $44 $76 $62 $53 ($50) 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 MAR 4 Levered Free Cash Flow is equal to Net Cash Provided by Operating Activities less Cash Outflows for Purchases of Property and Equipment 47 Proprietary and Confidential $4.3 million lease termination cost adjustment

62 Zayo Lit Services Segment Financial Data Financial Data ($ in ) Three months ended September 30, December 31, March 31, June 30, September 30, Revenue $149.4 $151.3 $151.7 $153.8 $156.1 Annualized revenue growth 7% 5% 1% 6% 6% Pro forma annualized revenue growth 1 4% 3% 3% Operating income/(loss) $24.5 $20.8 $53.8 $4.3 ($4.9) Adjusted EBITDA $80.8 $81.1 $82.5 $81.6 $82.2 Annualized Adjusted EBITDA growth 56% 2% 7% 4% 3% Pro forma annualized Adjusted EBITDA growth 1 1% 6% 1% Adjusted EBITDA margin 54% 54% 54% 53% 53% Purchases of property and equipment $41.5 $41.6 $33.8 $34.8 $46.1 Unlevered Free Cash Flow Unlevered Free Cash Flow margin 26% 26% 32% 30% 23% Additions to Deferred Revenue $4.8 $1.8 $2.7 $2.4 $6.2 Net Capital Monthly Amortized Revenue (MAR) Adjusted Unlevered Free Cash Flow Adj Unlevered Free Cash Flow margin 28% 26% 32% 30% 25% 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 In the three months ended June 30, 2013, the Company recorded a charge for lease termination costs totaling $10.2 million. The impact of the charge to Adjusted EBITDA for Zayo Lit Services is $5.9 million. Adjusting for the effect of this charge, Annualized Adjusted EBITDA growth for the three months ended September 30, 2013 is estimated to be 21% 3 The three months ended June 30, 2014 include approximately one and a half months of operating results of the May 16, 2014 Geo Networks acquisition. Adjusting for the effect of the transaction as if it had occurred on January 1, 2014, the annualized revenue and Adjusted EBITDA growth rates for the three months ended June 30, 2014 are estimated to be 3% and 6%, and for the three months ended September 30, 2014 are estimated to be 3% and 1%, respectively 48 Proprietary and Confidential

63 Zayo Lit Services Segment Revenue Stratification & Operational Data MRR and MAR $175 $150 $125 $100 $75 $50 $25 $4,000 $3,500 $3,000 $2,500 $2,000 $1,500 $1,000 $500 $142.0 $144.5 $146.9 $149.4 $151.3 $151.7 $153.8 $156.1 $1.5 $1.5 $1.3 $1.0 $1.2 $1.7 $1.4 $1.4 $1.8 $1.8 $2.1 $2.2 $2.3 $2.6 $2.9 $3.1 $1.0.5 $1.3 $2.9 $3.5 $2.6 $3.3 $1.8 $137.7 $140.6 $142.2 $143.2 $144.2 $144.8 $146.1 $149.8 $2,993 $70 Revenue Stratification MRR Usage MAR Other Revenue Gross Installations $3,155 $141 $2,929 $115 $2,839 $2,728 $236 $181 $3,046 $2,911 $2,881 $219 $86 $63 $2,924 $3,014 $2,814 $2,603 $2,547 $2,828 $2,824 $2,818 Gross Installed Revenue - MRR Gross Installed Revenue - MAR MRR and MAR ($500) ($1,000) ($1,500) ($2,000) ($2,500) ($3,000) ($3,500) ($4,000) Churn Processed ($2,339) ($2,295) ($2,612) ($2,436) ($2,423) ($2,621) ($2,365) ($2,395) ($43) ($32) ($88) ($33) ($77) ($126) ($2,382)($2,327) ($55) ($87) ($2,667) ($2,513) ($2,453)($2,427) ($2,550) ($2,708) Churn % = 1.7% 1.6% 1.8% 1.7% 1.7% 1.8% 1.6% 1.6% Churn Processed - MRR Churn Processed - MAR MRR and MAR MRR and MAR Contract Value = $4,000 $85M $93M $106M $88M $80M $100M $150M $88M $3,500 $3,000 $3,139 $3,130 $3,000 $129 $71 $162 $2,686 $2,799 $2,727 $2,549 $94 $2,476 $76 $49 $2,500 $93 $71 $2,000 $1,500 $1,000 $500 $3,500 $3,000 $2,500 $2,000 $1,500 $1,000 $500 ($500) Net New Sales (Bookings) $2,456 $2,929 $3,010 $2,405 $2,610 $2,705 $2,968 $2,678 Net Sales - MRR Net Sales - MAR Net Installations $829 $612 $109 $27 $263 $326 $339 $458 $453 $178 $30 $585 $720 $60 $159 $132 $54 $203 $167 $124 $207 $459 $423 ($2) Net Installations - MRR Net Installations - MAR 49 Proprietary and Confidential

64 Zayo Lit Services Segment Financial Data Stratification Adjusted EBITDA $125 % of Revenue 50% 51% 48% 54% 54% 54% 53% 53% $100 Purchases of Property and Equipment $125 $100 % of Revenue 29% 29% 33% 28% 27% 22% 23% 29% Net Capital 1 $125 % of Revenue 15% 30% 31% 25% 26% 20% 21% 26% $100 $75 $75 $75 $50 $50 $50 $25 $25 $25 $71 $74 $71 $81 $81 $82 $82 $82 $41 $41 $49 $41 $42 $34 $35 $46 $21 $43 $46 $37 $40 $31 $32 $40 Unlevered Free Cash Flow (FCF) 2 $125 % of Revenue 32% 23% 15% 26% 26% 32% 30% 23% $100 Adj Unlevered FCF 3 $125 % of Revenue 34% 20% 16% 28% 26% 32% 30% 25% $100 Levered FCF 4 $100 % of Revenue 13% 1% 6% 12% 22% 15% 22% 3% $75 $75 $75 $50 $50 $50 $25 $25 $25 $18 ($1) $9 $17 $34 $23 $34 $5 $46 $33 $22 $39 $40 $49 $47 $36 $48 $29 $23 $42 $39 $49 $46 $39 ($25) 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 MAR 4 Levered Free Cash Flow is equal to Net Cash Provided by Operating Activities less Cash Outflows for Purchases of Property and Equipment 50 Proprietary and Confidential $5.9 million lease termination cost adjustment

65 Zayo Other Segment Financial Data Financial Data ($ in ) Three months ended September 30, December 31, March 31, June 30, September 30, Revenue $6.8 $6.5 $6.4 $8.4 $14.9 Annualized revenue growth 0% 13% 8% 127% 305% Pro forma annualized revenue growth 1 75% Operating income $1.1 $1.1 $1.2 $2.4.7 Adjusted EBITDA $1.8 $1.8 $1.9 $2.4 $3.5 Annualized Adjusted EBITDA growth 54% 4% 18% 107% 182% Pro forma annualized Adjusted EBITDA growth 1 68% Adjusted EBITDA margin 27% 28% 30% 29% 24% Purchases of property and equipment $1.2 Unlevered Free Cash Flow Unlevered Free Cash Flow margin 27% 28% 30% 29% 15% Additions to Deferred Revenue Net Capital (0.0) 1.3 Monthly Amortized Revenue (MAR) Adjusted Unlevered Free Cash Flow Adj Unlevered Free Cash Flow margin 20% 20% 22% 25% 11% 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 The three months ended September 30, 2014 include three months of operating results of the July 1, 2014 Neo acquisition. Adjusting for the effect of the transaction as if it had occurred on April 1, 2014, the annualized revenue and Adjusted EBITDA growth rates for the three months ended September 30, 2014 are estimated to be 75% and 68%, respectively 51 Proprietary and Confidential

66 Segment Financial Data Rollup Segment Data Rollup ($ in ) Three Months Ended Sept 30, 2014 Physical Zayo Zayo Zayo Internet Zayo Corporate / Zayo Mobile Zayo Dark Infrastructure Wavelength Zayo SONET Ethernet Protocol Lit Services Professional Zayo Other Intercompany Zayo Group Infrastructure Fiber zcolo Segment Services Services Services Services Segment Services France Segment Elimination Holdings Revenue $22.1 $102.5 $25.0 $149.6 $63.5 $27.9 $38.9 $25.8 $156.1 $5.7 $9.2 $ $320.6 Adjusted EBITDA $12.9 $71.4 $13.0 $97.3 $31.3 $12.9 $23.2 $14.8 $82.2 $1.4 $2.1 $3.5.0 $183.0 Adjusted EBITDA margin 58% 70% 52% 65% 50% 46% 60% 57% 53% 25% 23% 24% 57% 52 Proprietary and Confidential

67 Segment Financial Data Segment Data 1 ($ in ) Three Months Ended September 30, 2014 Physical Infrastructure Lit Services Other Corporate / Intercompany Elimination Zayo Group Holdings Revenue $149.6 $156.1 $ $320.6 Operating income/(loss) ($33.0) ($4.9).7 ($2.2) ($39.5) Earnings/(Loss) from continuing operations (62.2) (22.3) 0.5 (26.5) (110.5) Adjusted EBITDA $97.3 $82.2 $3.5.0 $183.0 Purchases of property and equipment Unlevered Free Cash Flow $29.3 $36.1 $2.3.0 $67.7 Adjusted EBITDA margin 65% 53% 24% 57% 1 The Physical Infrastructure reporting segment is comprised of the following SPGs: Zayo Dark Fiber, Zayo Mobile Infrastructure, and Zayo Colocation. The Lit Services reporting segment is comprised of the following SPGs: Zayo Wavelength Services, Zayo SONET Services, Zayo Ethernet Services, and Zayo Internet Protocol Services. The Other reporting segment is comprised of Zayo Professional Services and Zayo France 53 Proprietary and Confidential

68 Invested Capital Ratio by Reporting Segment Invested Capital ($ in ) Three Months Ended September 30, 2014 Physical Infrastructure Lit Services Other Corporate / Intercompany Elimination Zayo Group Holdings Additional paid in capital Capital lease obligations Debt Less cash balance $197.5 $205.5 $98.3 $232.4 $ , , ,236.0 (11.5) (26.4) (6.4) (123.0) (167.3) Total Invested Capital $2,203.2 $1,394.7 $91.9 $139.1 $3, Proprietary and Confidential

69 Historical Financial Data & Reconciliations 55 Proprietary and Confidential

70 Consolidated Historical Financial Data Consolidated Financial Data ($ in ) Fiscal Year 2014 Fiscal Year 2015 September 30, December 31, March 31, June 30, September 30, Total 2014 Total Revenue $268.1 $277.0 $281.4 $296.7 $1,123.2 $320.6 $320.6 Annualized revenue growth 10% 13% 6% 22% 32% 32% Operating income/(loss) $31.0 $22.6 $15.7 ($13.3) $56.0 ($39.5) ($39.5) Loss from continuing operations ($29.1) ($37.5) ($42.8) ($72.2) ($181.6) ($110.5) ($110.5) Earnings from discontinued operations, net of income taxes $1.7.8 $1.2 ($1.3) $ Net loss ($27.4) ($36.7) ($41.6) ($73.5) ($179.2) ($110.5) ($110.5) Adjusted EBITDA, from continuing operations $653.6 $183.0 $183.0 Purchases of property and equipment Unlevered Free Cash Flow (Deficit) $68.9 $73.4 $74.3 $76.2 $292.8 $67.7 $67.7 Annualized EBITDA growth 39% 15% 9% 14% 28% Adjusted EBITDA margin 58% 58% 59% 58% 57% 56 Proprietary and Confidential

71 Consolidated Historical Reconciliations Consolidated Financial Data ($ in ) Fiscal Year 2014 Fiscal Year 2015 September 30, December 31, March 31, June 30, September 30, Total 2014 Total Net loss ($27.4) ($36.7) ($41.6) ($73.5) ($179.2) ($110.5) ($110.5) Earnings/(loss) from discontinued operations (1.7) (0.8) (1.1) 1.3 (2.3) Interest expense $46.9 Provision for income taxes $9.4 Depreciation and amortization $96.0 Transaction costs $3.5 Stock based compensation $123.1 Foreign currency (loss)/gain on intercompany loans (0.6) (0.2) (0.1) (3.8) (4.7) 14.6 $14.6 Other non recurring expenses Adjusted EBITDA, from continuing operations $155.6 $161.7 $165.2 $171.1 $653.6 $183.0 $183.0 Purchases of property and equipment Unlevered Free Cash Flow $68.9 $73.4 $74.3 $76.2 $292.8 $67.7 $ Proprietary and Confidential

72 Segment Data Reconciliation: Net (Loss)/Earnings to Adjusted EBITDA Segment Data Reconciliation 1 ($ in ) Three Months Ended September 30, 2014 Zayo Physical Infrastructure Zayo Lit Services Zayo Other Corporate / Intercompany Elimination Zayo Group Holdings Net (loss)/earnings ($62.2) ($22.3).5 ($26.5) ($110.5) Interest expense Provision for income taxes Depreciation and amortization expense Transaction costs Stock based compensation (0.4) Foreign currency gain on intercompany loans Adjusted EBITDA $97.3 $82.2 $3.5.0 $183.0 Purchases of property and equipment Unlevered Free Cash Flow $29.3 $36.1 $2.3.0 $ A reconciliation of previous quarters legacy segment information can be found in our historical earnings supplements found on our website at earnings release 58 Proprietary and Confidential

73 Consolidated Historical Reconciliation: Cash from Operating Activities to Adjusted EBITDA Consolidated Financial Data ($ in ) Fiscal Year Fiscal Year September 30, December 31, March 31, June 30, September 30, Net cash provided by continuing operating activities: $97.1 $152.5 $157.2 $159.6 $118.2 Cash paid for income taxes 0.5 (0.3) Cash paid for interest, net of capitalized interest Non liquidating distribution to common unit holders Transaction costs Provision for bad debts (0.4) (0.4) (0.8) (0.3) (0.6) Additions to deferred revenue (24.0) (24.7) (65.8) (49.4) (43.2) Amortization of deferred revenue Other changes in operating assets and liabilities (5.8) (6.1) (13.5) Adjusted EBITDA Purchases of property and equipment (86.7) (88.3) (90.9) (94.9) (115.3) Unlevered Free Cash Flow Additions to deferred revenue Amortization of deferred revenue (12.6) (13.6) (14.2) (15.2) (17.3) Adjusted Unlevered Free Cash Flow $80.3 $84.4 $125.8 $110.5 $ Amortization of deferred revenue is equal to monthly amortized revenue (MAR) 59 Proprietary and Confidential

74 Pro-forma Growth Reconciliation (Supporting FY 2014 Q1 Pro-forma Growth) Pro-forma Growth Reconciliation 1, 2 ($ in ) Three months ended September 30, 2013 Historical Zayo Group Holdings Corelink Access FiberLink CoreXchange Geo Neo AtlantaNAP Pro forma and other adjustments Pro forma Revenue $ $1.4 $1.5 $1.9 $13.5 $9.6 $2.4.0 $299.0 Operating expenses Selling, general and administrative Stock based compensation 43.0 (0.1) Depreciation and amortization Operating income/(loss) (7.4) 33.9 Interest expense (51.5) (0.3) 0.0 (0.1) (2.7) (54.6) Loss on extinguishment of debt Other income, net Provision for income taxes (9.3) (0.6) (9.9) Earnings/(loss) from continuing operations (29.1) (0.3) (10.1) (29.9) Interest expense Provision for income taxes Depreciation and amortization Transaction costs Stock based compensation 43.0 (0.1) Foreign currency gain/(loss) on intercompany loans (0.6) (0.6) Adjusted EBITDA $ $6.8 $1.8 $1.0.0 $ A reconciliation of previous quarter pro forma growth can be found in our historical earnings supplements found on our website at earnings release 2 Includes historical financial results and related adjustments for acquisitions completed prior to September 30, Proprietary and Confidential

75 Pro-forma Growth Reconciliation (Supporting FY 2014 Q2 Pro-forma Growth) Pro-forma Growth Reconciliation 1, 2 ($ in ) Three months ended December 31, 2013 Historical Zayo Group Holdings CoreXchange Geo Neo AtlantaNAP Pro forma and other adjustments Pro forma Revenue $277.0 $2.0 $12.0 $9.8 $2.4.0 $303.2 Operating expenses Selling, general and administrative Stock based compensation Depreciation and amortization Operating income/(loss) (7.3) 22.7 Interest expense (50.3) (2.7) (53.0) Loss on extinguishment of debt (1.9) (1.9) Other income, net Provision/(benefit) for income taxes (8.4) (7.4) Earnings/(loss) from continuing operations (37.5) (9.0) (39.1) Interest expense Provision/(benefit) for income taxes (1.0) 7.4 Depreciation and amortization Transaction costs Stock based compensation Loss on extinguishment of debt Foreign currency gain/(loss) on intercompany loans (0.2) (0.2) Adjusted EBITDA $ $5.8 $1.8 $1.1.0 $ A reconciliation of previous quarter pro forma growth can be found in our historical earnings supplements found on our website at earnings release 2 Includes historical financial results and related adjustments for acquisitions completed prior to September 30, Proprietary and Confidential

76 Pro-forma Growth Reconciliation (Supporting FY 2014 Q3 Pro-forma Growth) Pro-forma Growth Reconciliation 1, 2 ($ in ) Historical Three months ended March 31, 2014 Zayo Group Holdings CoreXchange Geo Neo AtlantaNAP Pro forma and other adjustments Pro forma Revenue $281.4 $1.3 $11.3 $9.9 $2.6.0 $306.5 Operating expenses Selling, general and administrative Stock based compensation Depreciation and amortization Operating income/(loss) (7.3) 14.8 Interest expense (49.1) (2.7) (51.8) Loss on extinguishment of debt Other income, net Provision/(benefit) for income taxes (9.5) (8.0) Earnings/(loss) from continuing operations (42.7) (8.5) (44.9) Interest expense Provision for income taxes (1.5) 8.0 Depreciation and amortization Transaction costs Stock based compensation Foreign currency gain/(loss) on intercompany loans (0.1) (0.1) Adjusted EBITDA $ $4.4 $1.8 $1.3.0 $ A reconciliation of previous quarter pro forma growth can be found in our historical earnings supplements found on our website at earnings release 2 Includes historical financial results and related adjustments for acquisitions completed prior to September 30, Proprietary and Confidential

77 Pro-forma Growth Reconciliation (Supporting FY 2014 Q4 Pro-forma Growth) Pro-forma Growth Reconciliation 1, 2 ($ in ) Three months ended June 30, 2014 Historical Zayo Group Holdings Geo Neo AtlantaNAP Pro forma and other adjustments Pro forma Revenue $296.8 $6.0 $9.9 $2.7.0 $315.4 Operating expenses Selling, general and administrative Stock based compensation Depreciation and amortization Operating income/(loss) (13.1) (5.3) (14.6) Interest expense (52.6) (1.4) (54.0) Other income, net Provision for income taxes (1.1) 9.0 Earnings/(loss) from continuing operations (51.8) (7.8) (55.8) Interest expense Provision for income taxes (10.1) (9.0) Depreciation and amortization Transaction costs Stock based compensation Loss on extinguishment of debt (3.8) (3.8) Foreign currency gain on intercompany loans Adjusted EBITDA $171.1 $1.4 $1.8 $1.4.0 $ A reconciliation of previous quarter pro forma growth can be found in our historical earnings supplements found on our website at earnings release 2 Includes historical financial results and related adjustments for acquisitions completed prior to September 30, Proprietary and Confidential

78 64 Proprietary and Confidential Price Per Unit Trends

79 Pricing Trends Waves 10G Waves MRR 10G Waves Units 10G Waves MRR/Unit MRR $18,000 $15,000 $12,000 $9,000 $6,000 $3,000 $12,167 $12,664 $12,893 $13,196 $13,698$14,173 $14,730 $15,796 2,800 2,400 2,000 1,600 1, ,572 1,677 1,790 1,887 2,036 2,163 2,329 2,451 MRR $20 $15 $10 $5 $7.7 $7.6 $7.2 $7.0 $6.7 $6.6 $6.3 $ G Waves MRR 2.5G Waves Units 2.5G Waves MRR/Unit $18,000 2,800 $20 MRR $15,000 $12,000 $9,000 $6,000 $3,000 $1,039 $988 $983 $963 $982 $926 $832 $862 2,400 2,000 1,600 1, MRR $15 $10 $5 $7.5 $7.3 $6.8 $6.8 $6.8 $6.7 $6.4 $6.5 1G Waves MRR 1G Waves Units 1G Waves MRR/Unit $18,000 2,800 $20 MRR $15,000 $12,000 $9,000 $6,000 $3,000 $4,167 $4,120 $4,104 $3,964 $3,898 $3,896 $3,937 $3,804 2,400 2,000 1,600 1, ,194 1,197 1,213 1,239 1,227 1,217 1,243 1,244 MRR $15 $10 $5 $3.5 $3.4 $3.4 $3.2 $3.2 $3.2 $3.2 $ Proprietary and Confidential

80 Pricing Trends Ethernet MRR GigE Full Rate (>1000Mb) MRR $10,000 $7,702 $7,971 $8,242 $8,499 $8,666 $8,788 $8,929 $8,884 $8,000 $6,000 $4,000 $2,000 6,000 5,000 4,000 3,000 2,000 1,000 GigE Full Rate (>1000Mb) Units 2,399 2,513 2,641 2,782 2,856 2,956 2,941 2,557 $5 $4 $3.2 $3.2 $3.2 $3.2 $3 $3.1 $3.1 $3.0 $3.0 $2 $1 MRR GigE Full Rate (>1000Mb) MRR/Unit 0 $10,000 Fractional GigE ( Mb) MRR 6,000 Fractional GigE ( Mb) Units $5 Fractional GigE ( Mb) MRR/Unit MRR $8,000 $6,000 $4,000 $2,000 $1,171 $1,418 $1,589 $1,732 $1,840 $1,934 $2,097 $2,207 5,000 4,000 3,000 2,000 1, ,003 1,010 MRR $4 $3 $2 $1 $2.7 $2.5 $2.4 $2.3 $2.4 $2.2 $2.1 $2.2 MRR Fast E (10-100Mb) MRR $10,000 $8,000 $6,081 $6,431 $6,630 $6,728 $6,900 $6,968 $7,032 $6,984 $6,000 $4,000 $2,000 6,000 5,000 4,000 3,000 2,000 1,000 Fast E (10-100Mb) Units 4,480 4,886 5,080 5,149 5,221 5,311 5,480 5,443 MRR $5 $4 $3 $2 $1 Fast E (10-100Mb) MRR/Unit $1.4 $1.3 $1.3 $1.3 $1.3 $1.3 $1.3 $ Proprietary and Confidential

81 Pricing Trends OC3, OC12, and OC48 $3,000 OC48 MRR 600 OC48 Units $20 OC48 MRR/Unit MRR $2,000 $1,545 $1,479 $1,463 $1,446 $1,401 $1,364 $1,368 $1, MRR $15 $10 $13.2 $12.4 $12.6 $12.7 $12.6 $12.6 $12.2 $12.2 $1, $5 0 $3,000 OC12 MRR 600 OC12 Units $20 OC12 MRR/Unit MRR $2,000 $1,000 $2,355 $2,287 $2,231 $2,204 $2,135 $2,078 $2,084 $2, MRR $15 $10 $5 $6.0 $5.9 $5.9 $5.9 $5.9 $5.9 $5.8 $5.8 0 $3,000 OC3 MRR 600 OC3 Units $20 OC3 MRR/Unit MRR $2,000 $1,000 $1,218 $1,207 $1,242 $1,145 $1,109 $1,068 $1,071 $1, MRR $15 $10 $5 $3.1 $3.1 $3.2 $3.1 $3.2 $3.2 $3.3 $ Proprietary and Confidential

82 Pricing Trends DS1 and DS3 DS3 MRR DS3 Units DS3 MRR/Unit $6,000 15,000 $1.5 $5,000 $4,365 $4,269 $4,159 $4,081 $3,952 $3,845 $3,842 $3,689 12,000 $1.2 $1.2 $1.2 $1.1 $1.2 $1.2 $1.2 $1.2 MRR $4,000 $3,000 $2,000 $1,000 9,000 6,000 3,000 3,763 3,710 3,614 3,569 3,433 3,338 3,242 3,129 MRR $ DS1 MRR DS1 Units DS1 MRR/Unit $6,000 15,000 $1.5 $5,000 12,000 MRR $4,000 $3,000 $2,000 $1,000 $1,417 $1,335 $1,177 $1,147 $1,072 $1,031 $1,018 $944 9,000 6,000 3,000 6,283 6,000 5,214 4,695 4,224 4,062 3,737 3,643 MRR $ Proprietary and Confidential