8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2011

ZAYO GROUP, LLC

(Exact name of registrant as specified in its charter)

Delaware	333-169979	26-201259
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Centennial Parkway, Suite 200, Louisville, CO	80207
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 381-4683

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On February 10, 2011, Zayo Group, LLC (the “Company”) issued a press release setting forth its financial results for the three and six months ended December 31, 2010. A copy of the press release is attached hereto as Exhibit 99.1.

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, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Item 7.01. Regulation FD Disclosure.

The Company prepared a slide presentation in connection with its February 11, 2011 earnings conference call and webcast. A copy of the slide presentation is attached hereto as Exhibit 99.2.

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, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished with this Form 8-K:

Exhibit No.		Description
	99.1	Press Release dated February 10, 2011.
	99.2	Slide Presentation dated February 11, 2011.

The information contained in Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, 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. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about issues that could lead to material changes in the Company’s performance is contained in the Company’s filings with the Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ZAYO GROUP, LLC
By:	/s/ Ken desGarennes
	Ken desGarennes
	Chief Financial Officer

DATED: February 11, 2011

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press Release dated February 10, 2011.
	99.2	Slide Presentation dated February 11, 2011.

EX-99.1

Exhibit 99.1

Zayo Group, LLC Reports Financial Results for the Second Fiscal Quarter Ended December 31, 2010

Second fiscal quarter Adjusted EBITDA of $32.2 million on revenue of $77.9 million, representing $129.0 million and $311.5 million of annualized Adjusted EBITDA and revenue, respectively.

Net earnings for the second fiscal quarter of $1.9 million.

LOUISVILLE, Colo., February 10, 2011 — Zayo Group, LLC (“Zayo Group” or “Zayo” or “the Company”), a leading provider of bandwidth infrastructure and network-neutral colocation and interconnection services, announced results for the three and six months ended on December 31, 2010. Zayo Group consists of four business units which are reportable segments: Zayo Bandwidth, Zayo Enterprise Networks, zColo and Zayo Fiber Solutions.

The second fiscal quarter’s growth was a continuation of the growth the Company has experienced since inception. Mergers and acquisitions were again a component of growth with the closing of the American Fiber Systems Holding Corporation (“AFS”) merger on October 1, 2010. The Company’s continued investment in expanding network facilities also drove significant organic revenue growth in the quarter. With a largely “on-net” sales and installation profile, realization of expected synergies, and benefits of operating leverage, the Company experienced continued margin expansion as well.

Financial Highlights

• Zayo generated revenue of $77.9 million, representing a $9.3 million or 54% annualized sequential quarter growth.

• Gross profit for the quarter increased $8.5 million from the previous quarter reaching $57.2 million for a gross profit percentage of 73%.

• Adjusted EBITDA was $32.2 million, which was $5.4 million higher than the prior quarter, or an 82% annualized increase.

• Net earnings of $1.9 million for the second quarter were $2.2 million higher than the $0.3 million net loss in the previous quarter.

• Revenue increased $19.7 million and Adjusted EBITDA increased $12.6 million over the second quarter of 2009.

• Net earnings decreased by $2.2 million from the second quarter of 2009.

• For the quarter ended December 31, 2010, Zayo Group invested $37.5 million in net purchases of property and equipment.

• The company ended the quarter with $19.9 million in cash and no amount outstanding on its $100 million revolving credit facility.

Recent Developments

American Fiber Systems Merger

On October 1, 2010, the Company completed its merger with American Fiber Systems Holding Corporation, the parent company of American Fiber Systems, Inc., for an aggregate purchase price of $114.1 million. The purchase price was based upon the valuation of both the business and assets directly owned by AFS and the ownership interest in US Carrier, held by American Fiber Systems, Inc., a subsidiary of the Company, for which we estimated the fair value to be $15.1 million. AFS is a provider of bandwidth infrastructure services in nine metropolitan markets: Atlanta, Georgia, Boise, Idaho, Cleveland, Ohio, Kansas City, Missouri, Las Vegas, Nevada, Minneapolis, Minnesota, Nashville, Tennessee, Reno, Nevada and Salt Lake City, Utah. AFS owns and operates approximately 1,200 route miles (about 1,000 of which are incremental to our existing footprint) and approximately 160,000 fiber miles of fiber networks and has over 600 incremental on-net buildings in these markets.

Restructuring of Operating Segments

We operate our business as four business segments which are defined by the product sets they offer and customers they target. Zayo Bandwidth (“ZB”) offers lit bandwidth infrastructure services to the Company’s 200 largest users, Zayo Enterprise Networks (“ZEN”) provides lit bandwidth infrastructure, enterprise IP and managed data and telecommunications services to regional and enterprise customers, zColo provides colocation services and intra building transport services, and Zayo Fiber Solutions (“ZFS”) provides dark fiber related services to a broad set of customers. During the quarter ended March 31, 2011, we intend to restructure our operating segments to more closely align with our product categories. This will result in our ZEN segment transferring its bandwidth infrastructure products and Ethernet and IP products to the ZB segment and its colocation products to zColo. The ZEN segment will then contain only the legacy managed communication services products.

2

Second Quarter Financial Results

Three Months Ended December 31, 2010 and September 30, 2010

Figure 1.0

Zayo Group Summary Results
($ in millions)

	Three months ended
	December 31,			September 30,
	2010			2010
Revenue	$	77.9		$	68.6
Annualized revenue growth					54	%
Gross profit		57.2			48.7
Gross profit %		73	%		71	%
Operating income		13.2			9.1
Earnings from continuing operations before provision for income taxes		4.2			2.7
Provision for income taxes		2.3			3.0
Net earnings/ (loss)	$	1.9		$	(0.3	)
Adjusted EBITDA		32.2			26.8
Purchases of property and equipment		37.5			21.4
Unlevered free cash flow (deficit)	$	(5.3	)	$	5.4
Annualized Adjusted EBITDA growth		82	%
Adjusted EBITDA margin		41	%		39	%

The sequential quarterly revenue increase of $9.3 million was principally the result of the AFS merger on October 1, 2010. Organic growth also contributed to the increase. The Company generated additional monthly recurring revenue of $1.5 million associated with gross installations accepted in the quarter ended December 31, 2010. This increase in revenue related to our organic growth was partially offset by total customer churn of $0.9 million in monthly recurring revenue during the quarter.

The Company’s gross profit percentage and Adjusted EBITDA margin percentage improved two percentage points each, respectively. The improvement in these operating measures is a result of higher gross profit percentage on net installations and synergies realized related to our previous acquisitions.

Net earnings improved $2.2 million despite an increase in interest expense related to the additional $100 million of senior secured notes issued at the end of the first quarter.

3

Three Months Ended December 31, 2010 and December 31, 2009

Figure 1.1

Zayo Group Summary Results
($ in millions)

	Three months ended
	December 31,			December 31,
	2010			2009
Revenue	$	77.9		$	58.2
Revenue growth					34	%
Gross profit		57.2			38.5
Gross profit %		73	%		66	%
Operating income		13.2			8.4
Earnings from continuing operations before provision for income taxes		4.2			5.1
Provision for income taxes		2.3			2.2
Earnings from discontinued operations, net of income taxes		—			1.2
Net earnings	$	1.9		$	4.1
Adjusted EBITDA		32.2			19.6
Purchases of property and equipment		37.5			9.8
Unlevered free cash flow (deficit)	$	(5.3	)	$	9.8
Adjusted EBITDA growth		64	%
Adjusted EBITDA margin		41	%		34	%

Revenue increased $19.7 million over the second quarter of fiscal year 2010 principally as a result of the acquisition of AGL Networks and the AFS merger. Organic growth also contributed to the increase. As a result of internal sales efforts since December 31, 2009, the Company has entered into $343 million of gross new sales contracts which will represent an additional $6.3 million in monthly recurring revenue once installation on those contracts is accepted. Since December 31, 2009, the amount of gross installations accepted resulted in additional monthly recurring revenue of $5.4 million as of December 31, 2010. This increase in revenue related to our organic growth was partially offset by total customer churn of $3.4 million in monthly recurring revenue since December 31, 2009.

Gross profit increased $18.7 million over the second quarter of fiscal year 2010, again as the result of the AGL Networks and AFS transactions and organic revenue growth. Gross profit percentage for the quarter ended December 31, 2010, was approximately seven percentage points above the same period last year as gross profit on newly installed revenue continues to exceed the gross margin on revenue churn and the overall revenue base. This gross profit profile is reflective of the Company’s strategy to deploy capital in network expansion and sell largely “on-net” services.

As compared to the second quarter of fiscal year 2010, Adjusted EBITDA increased $12.6 million due to the Adjusted EBITDA contribution from the AGL Networks and AFS transactions as well as high margin organic growth.

4

Net earnings decreased by $2.2 million on a year over year basis due to higher interest expense as a result of our increased indebtedness associated with both the $250 million original senior secured notes offering in March, 2010 and the subsequent additional $100 million tack-on offering in September, 2010.

Conference Call

Zayo Group will hold a conference call to report fiscal year second quarter 2011 results at 11:00 a.m. EST, February 11, 2011. The dial in number for the call is (866) 596-7781, and the conference ID is 42036053. A live webcast of the call can be found in the investor relations section of Zayo’s website or can be accessed directly at http://www.talkpoint.com/viewer/starthere.asp?pres=133250. During the call the company will review an earnings supplement presentation that summarizes the financial results of the quarter, which can be found at http://investor.zayo.com.

About Zayo Group

Based in Louisville, Colorado, privately owned Zayo Group (www.zayo.com) is a provider of fiber-based bandwidth infrastructure and network-neutral colocation and interconnection services. Zayo Group is organized into autonomous business units supporting customers who require lit and dark fiber services and carrier-neutral colocation. Zayo’s business units provide these services over regional, metro and fiber-to-the-tower networks.

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 earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA and Unlevered Free Cash Flow. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered in isolation or as alternatives to net income or any other performance measures derived in accordance with GAAP or as alternatives to cash flows from operating activities as measures of our liquidity.

“Adjusted EBITDA” is defined as EBITDA adjusted to exclude transaction costs, stock-based compensation, and certain non-cash and non-recurring items. Management uses EBITDA and Adjusted EBITDA to evaluate operating performance and liquidity, and these financial measures are among the primary measures used by management for planning and forecasting of future periods. The Company believes Adjusted EBITDA is especially important in a capital-intensive industry such as telecommunications. The Company further believes that the presentation of EBITDA and 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 makes it easier to compare our results with the results of other companies that have different financing and capital structures.

EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation from, or as substitutes for, analysis of our results 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 significant 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.

5

The Company’s computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies do not calculate Adjusted EBITDA in the same fashion.

Because the Company has acquired numerous entities since inception and incurred transaction costs in connection with each acquisition, has borrowed money in order to finance operations, has used capital and intangible assets in the business, and because the payment of income taxes is necessary if taxable income is generated, any measure that excludes these items has material limitations. As a result of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to invest in the growth of the business or as measures of liquidity.

In addition to Adjusted EBITDA, management uses Unlevered Free Cash Flow, which measures the ability of Adjusted EBITDA to cover capital expenditures. Gross profit, defined as revenue less operating costs, excluding depreciation and amortization, is used by management to assess profitability prior to selling, general and administrative expenses, stock-based compensation and depreciation and amortization.

Forward Looking Statements

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 constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 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. 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, the Company’s acquisition strategy and ability to integrate acquired companies and assets, outlook of customers, reception of new products and technologies, and strength of competition and pricing. 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” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” within the Company’s Quarterly Report on Form 10-Q. 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.

This earnings release should be read together with our unaudited condensed consolidated financial statements and the related notes appearing in the Company’s Quarterly Report on Form 10-Q and in our audited annual financial statements as of and for the year ended June 30, 2010, included in Amendment No. 1 to the Form S-4 filed with the SEC on November 8, 2010.

6

Consolidated Financial Information

Zayo Group
Consolidated Statements of Operations
Unaudited
Figure 1.2

($ in thousands)

	Three months ended						Six months ended
	December 31,						December 31,
	2010			2009			2010			2009
Revenue	$	77,885		$	58,227		$	146,463		$	103,729
Operating costs and expenses
Operating costs, excluding depreciation and amortization		20,721			19,777			40,581			34,203
Selling, general and administrative expenses		25,600			18,920			47,564			35,770
Stock-based compensation		1,874			592			7,027			1,444
Depreciation and amortization		16,443			10,565			28,899			19,627
Total operating costs and expenses		64,638			49,854			124,072			91,044
Operating income		13,247			8,373			22,391			12,685
Operating income/(expense)
Interest expense		(9,032	)		(3,241	)		(15,289	)		(6,811	)
Other (expense)/income, net		(16	)		—			(177	)		5
Total other expense, net		(9,048	)		(3,241	)		(15,466	)		(6,806	)
Earnings from continuing operations before provision for income taxes		4,199			5,132			6,925			5,879
Provision for income taxes		2,319			2,242			5,316			2,893
Earnings from continuing operations		1,880			2,890			1,609			2,986
Earnings from discontinued operations, net of income taxes		—			1,165			—			2,667
Net earnings	$	1,880		$	4,055		$	1,609		$	5,653

7

Zayo Group
Consolidated Balance Sheets
Figure 1.3

($ in thousands)

	December 31,			June 30,
	2010			2010
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	19,865		$	89,161
Restricted cash, current		551			809
Trade receivables, net of allowance of $1,425 and $1,093 as of December 31, 2010 and June 30, 2010, respectively		17,634			12,721
Due from related parties		—			871
Other receivables		1,164			348
Prepaid expenses		6,392			5,144
Deferred income taxes		1,938			4,060
Total current assets		47,544			113,114
Property and equipment, net of accumulated depreciation of $79,805 and $57,425 as of December 31, 2010 and June 30,2010, respectively		490,240			301,911
Intangible assets, net of accumulated amortization of $34,735 and $28,222 as of December 31, 2010 and June 30, 2010, respectively		113,853			59,851
Goodwill		83,010			68,751
Deferred income taxes		2,244			7,050
Debt issuance costs, net		12,553			9,560
Investment in US Carrier		15,075			—
Other assets		4,510			4,144
Total assets	$	769,029		$	564,381
Liabilities and member’s equity
Current liabilities Accounts payable	$	10,910		$	12,144
Accrued liabilities		18,951			18,349
Accrued interest		10,594			7,794
Capital lease obligations, current portion		1,165			1,673
Due to related parties		151			—
Deferred revenue, current portion		13,909			8,146
Customer deposits		3,574			755
Total current liabilities		59,254			48,861
Capital lease obligations, net of current portion		10,708			11,033
Long-term debt		354,342			247,080
Deferred revenue, net of current portion		63,380			22,648
Stock-based compensation liability		28,231			21,623
Other long term liabilities		2,684			—
Total liabilities		518,599			351,245
Member’s equity
Member’s interest		252,814			217,129
Accumulated deficit		(2,384	)		(3,993	)
Total member’s equity		250,430			213,136
Total liabilities and member’s equity	$	769,029		$	564,381

8

Zayo Group
Consolidated Statements of Cash Flows
Unaudited
Figure 1.4

($ in thousands)

	Six months ended
	December 31,
	2010			2009
Cash flows from operating activities:
Net earnings	$	1,609		$	5,653
Earnings from discontinued operations		—			2,667
Earnings from continuing operations		1,609			2,986
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation and amortization		28,899			19,627
Bad debt expense		504			431
Amortization of deferred financing costs and discount on debt		1,309			821
Accretion of premium on debt		(137	)		—
Stock-based compensation		7,027			1,444
Unrealized loss on interest rate swap		—			226
Deferred income taxes		4,661			2,635
Changes in operating assets and liabilities, net of acquisitions
Receivables		(71	)		(5,573	)
Prepaid expenses		(308	)		79
Other assets		979			(1,161	)
Accounts payable and accrued liabilities		(4,494	)		(5,024	)
Payables to related parties		357			—
Deferred revenue		(3,342	)		1,811
Other liabilities		2,062			(1,610	)
Net cash provided by continuing operating activities		39,055			16,692
Cash flows from investing activities:
Purchases of property and equipment		(59,380	)		(21,534	)
Broadband stimulus grants received		485			—
Acquisition of American Fiber Systems Holdings Corporation, net of cash acquired		(110,000	)		—
Acquisition of AGL Networks, LLC, net of cash acquired		(73,666	)		—
Acquisition of FiberNet Telecom Group, Inc., net of cash acquired		—			(96,571	)
Net cash used in investing activities		(242,561	)		(118,105	)
Cash flows from financing activities:
Equity contributions		35,500			37,000
Advance from Communications Infrastructure Investments, LLC		13,026			—
Return of advance to Communications Infrastructure Investments, LLC		(13,026	)		—
Proceeds from borrowings, long term		103,000			42,000
Principal repayments on debt obligations		—			(825	)
Changes in restricted cash		788			(5,487	)
Principal repayments on capital lease obligations		(1,034	)		(1,008	)
Deferred financing costs		(4,044	)		(2,277	)
Net cash providing by financing activities		134,210			69,403
Cash flows from discontinued operations:
Operating activities		—			6,935
Investing activities		—			(611	)
Net cash provided by discontinued operations		—			6,324
Net decrease in cash and cash equivalents		(69,296	)		(25,686	)
Cash and cash equivalents, beginning of period		89,161			38,781
(Increase) in cash and cash equivalents of discontinued operations		—			(187	)
Cash and cash equivalents, end of period	$	19,865		$	12,908

9

Zayo Group
Reconciliation of Non-GAAP Financial Measures

Figure 1.5

Adjusted EBITDA and Cash Flow Reconciliation

($ in millions)

	Three months ended								Six months ended
	December 31,			September 30,			December 31,		December 31,		September 30,			December 31,
	2010			2010			2009		2010		2010			2009
Earnings/(loss) from continuing operations	$	1.9		$	(0.3	)	$	2.9	$	1.6	$	5.2		$	3.0
Interest expense		9.0			6.3			3.2		15.3		13.7			6.8
Provision for income taxes		2.3			3.0			2.2		5.3		6.2			2.9
Depreciation and amortization		16.4			12.4			10.6		28.9		23.4			19.6
EBITDA		29.6			21.4			18.9		51.1		48.4			32.3
Transaction costs		0.7			0.2			0.1		0.9		0.7			0.7
Gain on bargain purchase associated with the Fibernet acquisition		—			—			—		—		(9.1	)		—
Stock-based compensation		1.9			5.2			0.6		7.0		10.1			1.4
Adjusted EBITDA		32.2			26.8			19.6		59.0		50.1			34.4
Purchases of property and equipment		37.5			21.4			9.8		58.9		43.0			21.5
Unlevered Free Cash Flow, as defined	$	(5.3	)	$	5.4		$	9.8	$	0.1	$	7.1		$	12.9

Investor Relations Contact:
Kristin Steele
ksteele@zayo.com
1+ 303.381.3276

10

EX-99.2

FY 2Q 2011 Supplemental Earnings Information 1 Fiscal Year 2Q 2011 Supplemental Earnings Information Exhibit 99.2 FY 2Q 2011 Supplemental Earnings Information

Forward-Looking Statements 2 FY 2Q 2011 Supplemental Earnings Information Information contained or incorporated by reference in this supplement presentation, 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 constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 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 bythe forward-looking statements will be achieved. Such statements are based on management’s current expectations and beliefs and are subject to anumber 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, the Company’s acquisition strategy and ability to integrate acquired companies and assets, outlook of customers, reception of new products and technologies, and strength of competition and pricing.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” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” in the Company’s Quarterly Report on Form 10-Q. 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. The following presentation should be read together with our unaudited condensed consolidated financial statements and the related notes appearing in the Company’s Quarterly Report on Form 10-Q and in our audited annual financial statements as of and for the year ended June 30, 2010, included in Amendment No. 1 to the Form S-4 filed with the SEC on November 8, 2010.

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 earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA. EBITDA and AdjustedEBITDA are not measurements of our financial performance under GAAP and should not be considered in isolation or as alternatives to net income or any other performance measures derived in accordance with GAAP or as alternatives to cash flows from operating activities as measures of our liquidity. “Adjusted EBITDA” is defined as EBITDA adjusted to exclude transaction costs related to acquisitions, stock-based compensation, and certain non-cash and non-recurring items. Management uses EBITDA and Adjusted EBITDA to evaluate operating performance and liquidity and these financial measures are among the primary measures used by management for planning and forecasting of future periods. The Company believesAdjusted EBITDA is especially important in a capital-intensive industry such as telecommunications. The Company further believes that thepresentation of EBITDA and 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 makes it easier to compare our results with the results of other companies that have different financing and capital structures. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation from, or as substitutes for, analysis of our results 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 significant 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. The Company’s computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies do not calculate Adjusted EBITDA in the same fashion. Because the Company has acquired numerous entities since inception and incurred transaction costs in connection with each acquisition, has borrowed money in order to finance operations, has used capital and intangible assets in the business, and because the payment of income taxes is necessary if taxable income is generated, any measure that excludes these items has material limitations. As a result of theselimitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to invest in the growth of the businessor as measures of liquidity. In addition to Adjusted EBITDA, management uses Unlevered Free Cash Flow, which measures the ability of Adjusted EBITDA to cover capital expenditures. Gross profit, defined as revenue less operating costs, excluding depreciation and amortization, is used by management to assess profitability prior to selling, general and administrative expenses, stock-based compensation and depreciation and amortization. The Company also provides invested capital and the ratio of invested capital to Adjusted EBITDA. Management uses invested capital and the invested capital ratio to assess value creation in the business. Tables reconciling such non-GAAP measures are included beginning on page 50 of this presentation. A glossary of terms used throughout is also available under the investor section of the Company’s website at http://investor.zayo.com. 3 FY 2Q 2011 Supplemental Earnings Information

Presentation of Certain Consolidated Pro-forma Financial Data 4 FY 2Q 2011 Supplemental Earnings Information Acquisitions have been, and are expected to continue to be, a component of the Company’s strategy. In this Supplemental Earnings Informationunder “Consolidated Pro-forma Financial Data”, the Company sets forth its pro-forma annualized revenue growth rate and pro-forma annualized Adjusted EBITDA growth rates for the two fiscal quarters in which the Company has completed its most recent 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. Specifically, with regard to its two most recent acquisitions, AGL Networks (“AGL”) and American Fiber Systems Holding Corporation (“AFS”), the Company has calculated its pro-forma annualized revenue growth rate and pro-forma annualized Adjusted EBITDA growth rates in the respective fiscal quarters ended September 30, 2010, and December 31, 2010, by adjusting the actual operating results as if both AGL and AFS acquisitions occurred on April 1, 2010. In making such adjustments, the Company made certain pro-forma adjustments to the revenue and Adjusted EBITDA, which principally include an adjustment related to the fair value of the acquired deferred revenue balance, but do not include cost savings and other synergies that were only realized following completion of the acquisition. See “Consolidated Historical Reconciliations”. The Company provided the pro-forma annualized revenue growth rate and pro-forma annualized Adjusted EBITDA growth rate only for the respective fiscal quarters ended September 30, 2010 and December 31, 2010 and only on the slide entitled “Consolidated pro-forma Financial Data”. The pro-forma results for the periods ended June 30, 2010 and September 30, 2010 do not include any anticipated synergies or other expected benefits of the acquisition. Accordingly, the pro-forma financial information is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition and merger been consummated as of July 1, 2009. In December 2010, the Financial Accounting Standards Board issued, Accounting Standards Update (“ASU”) No. 2010-09 Disclosure ofSupplementary Pro-forma Information For Business Combinations. This ASU clarifies the disclosure requirements for pro-forma presentation to be included within filings with the Securities and Exchange Commission. The Company elected to early-adopt the revised pro-forma requirements in its December 31, 2010 Quarterly Report. Prior period pro-forma results have been adjusted to correspond with the current period presentation. In addition, on the same slide, the Company has presented financial data for the three month periods ended December 31, 2009 andMarch 31, 2010, which has been adjusted on a pro-forma basis to treat the revenue and expenses related to OnvoyVoice Services, a segment which the Company spun off on March 12, 2010, as related party (rather than intercompany) revenues and expenses.

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. ·Certain operating measures, such as sales, network expense, installation and Churn, included intercompany items for the threemonths ended March 31, 2010, and June, 30 2010. The intercompany items were not material and have been eliminated for the period ended September 30, 2010. ·For the three months ended December 31, 2010, the Company began reporting Monthly Amortized Revenue (MAR) in addition to Monthly Recurring Revenue (MRR) as a component of the sales, installations, Churn, pipeline and Contract Value operating measures. Previously reported periods were not amended to include MAR. Estimates Certain operating measures presented herein are based on estimates. The measures are noted as estimates where presented and include: (1) estimated Gross Profit on Gross New Sales; (2) estimated capital expenditures associated with Gross New Sales; (3) estimated payback period on Gross New Sales (calculated); (4) estimated commitments of Speculative Capital Expenditures; and (5) estimated timing of Service Activation Pipeline conversion. In addition to these measures that are based on estimates of future events, certain fiscal year 2010 third quarter historicalmeasures include an estimate of the Zayo Enterprise Networks (“ZEN”) component of the consolidated historical operating measure. These estimates were necessitated by the lack of available historical data for the measure at the ZEN segment. Historical operating measures that include an estimate for ZEN are: (1) Gross Profit, Capital Expenditures and payback for new sales; (2) stratification of Gross New sales; (3) breakdown of installations and Churn; (4) price changes; (5) Upgrades; (6) Service Activation and Churn Pipeline; (7) Revenue Under Contract; (8) customer verticals and product mix; and (9) customer and unit metrics. The three months ending June 30, 2010, also includes an estimate for ZEN’s Revenue Under Contract. Rounding Components may not sum due to rounding. 5 FY 2Q 2011 Supplemental Earnings Information

Presentation of Financial Data Zayo Group Holdings, Inc. Zayo Group, LLC Zayo Bandwidth, LLC Zayo Enterprise Networks, LLC Zayo Colocation, Inc. Zayo Fiber Solutions, LLC Onvoy, Inc. 6 Summary Organizational Chart 1 Zayo Capital, Inc. FY 2Q 2011 Supplemental Earnings Information Zayo Fiber Solutions, LLC (“ZFS”) was launched on July 1, 2010. AGL Networks, LLC (“AGL”), which was acquired on July 1, 2010, is a significant part of ZFS’ revenue and costs. On July 1, 2010, ZB and ZEN Dark-Fiber revenue (and associated costs) were also transferred to ZFS. The AFS merger closed on October 1, 2010; a portion of AFS’ revenue (and cost )was associated with Dark Fiber and was added to ZFS. Onvoy, Inc. (“Onvoy Voice Services” or “OVS”) was spun off on March 12, 2010. OVS is treated as a related party in the quarters ending December 31, 2010, September 30, 2010 and June 30, 2010 1 The summary organizational chart is a financial reporting depiction of the organization, not a legal entity organizational chart. Specifically, the summary organizational chart does not include American Fiber Systems Holding Corporation which remains a direct subsidiary of Zayo Group, LLC and is the parent company of American FiberSystems, Inc.

Presentation of Financial Data Zayo Group Holdings, Inc. Zayo Group, LLC “ZG” Zayo Bandwidth, LLC “ZB” Zayo Colocation, Inc. “zColo” Zayo Fiber Solutions, LLC “ZFS“Onvoy, Inc. “OVS” 7 Anticipated Organizational Chart as of March 31, 20111 FY 2Q 2011 Supplemental Earnings Information Zayo Capital, Inc. Zayo Enterprise Networks, LLC “ZEN” Operational metrics would exclude ZEN Why changes? To further focus ZG on Infrastructure 1 The anticipated organizational chart is a financial reporting depiction of the organization, not a legal entity organizational chart. Specifically, the anticipated organizational chart does not include American Fiber Systems Holding Corporation which remains a direct subsidiary of Zayo Group, LLC and is the parent company of AmericanFiber Systems, Inc.

Zayo Group Holdings, Inc. Zayo Group, LLC “ZG” Zayo Bandwidth, LLC “ZB” Zayo Enterprise Networks, LLC Zayo Colocation, Inc. “zColo” Zayo Fiber Solutions, LLC “ZFS” Onvoy, Inc. “OVS” Presentation of Financial Data 8 Detail behind the Anticipated Organization Changes Zayo Enterprise Networks, LLC “ZEN” FY 2Q 2011 Supplemental Earnings Information Zayo Capital, Inc. Remaining ZEN segment contains only legacy managed and CLEC services which are non-core to infrastructure theme and will be excluded from operational metrics ZEN transferred its bandwidth infrastructure to ZB and its coloproducts to zColo. Earlier in 2010, ZEN’s Dark Fiber products were transferred to ZFS ZN is a sales channel that is funded by, and sells products on behalf of, the business units. Its sales force is largely geography focused and sells infrastructure products to select customers such as regional carriers, Internet/content companies, school districts, data centers, and hospitals Zayo Networks “ZN” ZB transferred coloto zColo.

ReportingImpacts As previously disclosed during the three months ended December 31, 2010, management approved a restructuring of the Company’s operating segments effective January 1, 2011. The Company has restructured its operating segments to more closely align with its product offerings. The following changes will impact our reporting and comparability of prior periods: n Restructuring of operating segments to more closely align with product categories ·Transfer Bandwidth Infrastructure products currently in ZEN to ZB (effective 1/1/11) ·Transfer Ethernet and IP products currently in ZEN to ZB (effective 1/1/11) ·Transfer Colocationproducts currently in ZEN and ZB to zColo(effective 1/1/11) n Create a new shared sales channel for ZB, ZFS and zColo. While ZB, ZFS, and zColo will continue to have direct sales forces selling to their largest customers, the shared sales and marketing organization will represent the infrastructure products of ZB, ZFS and zColo to all but the largest customers. It will focus on regional carriers, Internet companies, local colocation companies, and high bandwidth enterprise segments such as media, healthcare, and educational segments nThe existing ZEN segment will contain only the legacy managed services / CLEC products (“Managed Communication Services” or “MCS”) that were acquired in various acquisitions. Effective 1/1/11, MCS will not be included in the consolidated operational metric reporting (e.g. Gross New Sales, installs, Churn, etc.) FY 2Q 2011 Supplemental Earnings Information 9

Recent Acquisitions 10 FY 2Q 2011 Supplemental Earnings Information Pro-Forma Statistics Acquisition of AGL Networks closed on July 1, 2010; merger with American Fiber Systems closed on October 1, 2010. Nashville colofacility signed and closed on September 20, 2010 1 Quarterly financial results include a pro-forma reduction to the historical revenue and Adjusted EBITDA based on management’s estimates of the fair value of the acquired deferred revenue balance 2Purchase price excludes $15.1 million for AFS interest in US Carrier 3EBITDA multiple based on pro-forma Adjusted EBITDA results annualized 4Facility is 15,400 sq. ft. with 9,000 sq. ft. of Colocation space built out and ~3,500 sq. ft. of expansion spaceJune 30,September 30, September 30, 201020102010AGLAmericanNashvilleNetworksFiber SystemsColo FacilityNETWORK STATISTICS Metro Markets3 9 1 Route Miles786 1,251 n/aFiber Miles192,048 172,415 n/aOn-Net Buildings289 644 n/aColocation Square Feet9,000 4 Cabinet Equivalents350 Cabinet Utilization5%PRO-FORMA QUARTERLY FINANCIAL STATISTICS ($M) 1Pro-forma Revenue$5.6$7.8$0.0Pro-forma Adjusted EBITDA$2.9$3.4$0.0 % Margin52%43%TRANSACTION STATISTICS ($M)Close DateJul 1Oct 1Sep 20Purchase Price$73.7$99.02 $0.2EBITDA Multiple 36.3x7.3xThree months ended

Consolidated Pro-forma Financial Data 11 FY 2Q 2011 Supplemental Earnings Information Pro-forma Financial Data 1 The three months ended December 31, 2009, and the three months ended March 31, 2010, are presented pro-forma for the treatment of OVS (spun-off March 12, 2010) as a related party rather than as intercompany 2 The three months ended September 30, 2010, amounts include the operating results of the July 1, 2010 ,AGL acquisition. The three months ended December 31, 2010, amounts include the operating results of both the acquisition of AGL and the October 1, 2010 merger with AFS. Adjusting for the effect of the transactions as if theyhad occurred on April 1, 2010, the annualized revenue and Adjusted EBITDA growth rates for the three months ended September 30, 2010, were estimated to be 9% and 12% respectively and 8% and 27% respectively for the three months ended December 31, 2010. See “Pro-forma Growth Reconciliation” slide on page 52 of this presentation

Consolidated Invested Capital Ratio 12 FY 2Q 2011 Supplemental Earnings Information Invested Capital 1The decrease in member’s interest during the three months ended December 31, 2010, is a result of net deferred tax liability of $0.6 million transferred to OVS. Offsetting this decrease is an increase to the member’s interest balance in the amount of $0.1 million related to the push down of preferred stock compensation 1

Consolidating Financial Data 13 FY 2Q 2011 Supplemental Earnings Information Consolidating Data($ in millions)Zayo BandwidthZayo Enterprise NetworkszColoZayo Fiber SolutionsCorporate / Intercompany EliminationZayo GroupRevenue$52.8$8.1$7.4$11.1($1.6)$77.9Gross profit38.84.23.911.0(0.7)57.2 Gross profit %73%52%53%99%42%73%Operating income/(loss)$10.4($0.2)$1.1$3.0($1.0)$13.2Earnings/(loss)10.1(0.2)1.03.0(12.0)1.9Adjusted EBITDA$21.9$0.9$2.4$7.0($0.0)$32.2Purchases of property and equipment32.41.30.53.30.037.5Unlevered free cash flow (deficit)($10.5)($0.4)$1.9$3.7($0.0)($5.3) Adjusted EBITDA margin41%11%33%63%41%Three Months Ended December 31, 2010

Invested Capital Ratio by Business Unit 14 FY 2Q 2011 Supplemental Earnings Information Invested Capital1The $71.6 million Invested Capital at Corporate primarily relates to an accumulated deficit at the Corporate business segment in the amount of $75.2 million.Thisdeficit is a result of the Corporate business segment incurring all interest expenses associated with the Company’s debt obligations, income tax expense for all business units and stock-based compensation expense for corporate employees.The Invested Capital resulting from the Corporate business units accumulated deficit is offset by $3.6 million in net assets which are not allocated to other business units (e.g. debt issuance costs, deferred income taxes, certain stock based compensation accruals, etc.) 1

Stratification of Revenue 15 $57.8 $59.7 $66.1 $75.2 $1.0 $1.0 $1.8 $2.4 $0.1 $0.7 $0.7 $0.3 $58.9 $61.4 $68.6 $77.9 $0 $10 $20 $30 $40$50 $60 $70 $80 $90 Mar-10 Jun-10 Sep-10 Dec-10 Revenue Stratification MRR and Usage Revenue MAR Other Revenue $0.4 $0.4 $0.5 $0.6 $0.6 $0.6 $1.3 $1.8 $1.0 $1.0 $1.8 $2.4 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 Mar-10 Jun-10Sep-10 Dec-10 MAR MAR -Installs MAR -IRU $0.5 $0.9 $1.0 $0.8 $0.4 $1.6 $0.1 $1.0 $0.8 $2.6 $1.1 $1.9 $0.0 $0.5 $1.0$1.5 $2.0 $2.5 $3.0 Mar-10 Jun-10 Sep-10 Dec-10 Customer Invoices for Services accounted for as MAR Invoiced -Install Charges Invoiced -IRU charges $0.1 $0.7 $0.7 $0.3 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5$3.0 Mar-10 Jun-10 Sep-10 Dec-10 Other Revenue millions millions millions millions FY 2Q 2011 Supplemental Earnings Information $19.6 $20.1 $22.3 $25.4 $0.3 $0.2 $0.6 $0.8 $19.9 $20.3 $22.9 $26.1 $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 Mar-10Jun-10 Sep-10 Dec-10 Monthly Recurring Revenue (MRR) Monthly Amortized Revenue (MAR) millions MRR and MAR on the Last Day of the Quarter 1 1 Other revenue in the three months ended December 31, 2010, included $0.1 million of termination revenue, $0.7 million of revenue associated with construction services and late fees, and ($0.5) million of credits and adjustments.There were no asset sales during the period $0.0 $0.6 $0.6 $0.1 ($1.0) $0.0 $1.0 $2.0 $3.0 Mar-10 Jun-10 Sep-10 Dec-10 $21.9 $22.7 $26.1 $32.1 $0.6 $0.6 $0.1 $21.9 $23.3 $26.8 $32.2 $0 $10 $20 $30 $40 Mar-10 Jun-10 Sep-10 Dec-10 Adjusted EBITDA excluding Other Revenue Adjusted EBITDA Associated with Other Revenue

Stratification of Adjusted EBITDA 16 millions FY 2Q 2011 Supplemental Earnings Information millionsAdjusted EBITDA Associated with Other Revenue 1 1 Adjusted EBITDA associated with other revenue includes EBITDA from other revenue. There were no asset sales during the period Stratification of Adjusted EBITDA Adjusted EBITDA Stratification $30 $17 $47 $29 $0 $10 $20 $30 $40 $50 Mar-10 Jun-10 Sep-10 Dec-10 $1,567 $1,355 $1,792 $1,612 $66 $1,567 $1,355 $1,792 $1,677 $0 $500 $1,000 $1,500 $2,000 Mar-10 Jun-10 Sep-10 Dec-10 Gross Sales -MRR Gross Sales -MAR Gross New Sales

17 FY 2Q 2011 Supplemental Earnings Information Gross New Sales $1,358 $1,185 $1,675 $1,566 $0 $500 $1,000 $1,500 $2,000 Mar-10 Jun-10 Sep-10 Dec-10 21 13 26 14 — 5 10 15 20 25 30 Mar-10 Jun-10 Sep-10 Dec-10Gross New Sales Estimated Gross Profit and Gross Profit Percentage on Gross New Sales Estimated Capital Expenditures associated with Gross New Sales Estimated Payback Period associated with Gross New Sales

thousands thousands millions months MRR and MAR Monthly Gross Profit Capital Expenditures Contract Value = $64M $116M $61M $101M Est. Gross Profit = 87%87% 93% 93% Stratification of Gross New Sales 18 FY 2Q 2011 Supplemental Earnings Information Gross New Sales StratificationMarch 31,June 30,September 30,December 31,20102010201020101.Network capacity Gross New Sales ($ in thousands)$0$0$0$0Estimated Capital Expenditures on Gross New Sales ($ in millions)1.90.50.80.93%2.<12 Month PaybackGross New Sales ($ in thousands)$853$861$864$93255%Estimated Gross Profit % on Gross New Sales84%84%88%91%Estimated Capital Expenditures on Gross New Sales ($ in millions)1.51.61.74.07%Estimated Payback Period (in months)2113Contract Value of Gross New Sales ($ in millions)22.524.431.741.23.>12 Month Payback Gross New Sales ($ in thousands)$302$235$132$60820%Estimated Gross Profit % on Gross New Sales78%94%99%98%Estimated Capital Expenditures on Gross New Sales ($ in millions)4.94.32.611.419%Estimated Payback Period (in months)21192017Contract Value of Gross New Sales ($ in millions)12.211.37.045.14.Speculative Projects Gross New Sales ($ in thousands)$49$0$0$281%Estimated Gross Profit % on Gross New Sales99%n/a100%n/a Estimated Capital Expenditures on Gross New Sales ($ in millions)6.80.95.79.619%Estimated Payback Period (in months)n/an/an/an/a Contract Value of Gross New Sales ($ in millions)2.60.00.04.65.FTT Projects Gross New Sales ($ in thousands)$362$259$795$10924%Estimated Gross Profit % on Gross New Sales99%93%99%91%Estimated Capital Expenditures on Gross New Sales ($ in millions)14.69.436.03.252%Estimated Payback Period (in months)41384631Contract Value of Gross New Sales ($ in millions)27.425.877.610.2Three months ended Average % of prior four quarters

Stratification of Speculative Projects FY 2Q 2011 Supplemental Earnings Information 19 Speculative Capital Expenditure Commitments($ in millions)March 31,June 30,September 30,December 31,2010201020102010Estimated Success Based Capital2.6$ -$2.9$4.5$ Estimated Speculative Capital4.1 0.9 2.9 5.1 Estimated Total Capital for Speculative Projects6.8$0.9$5.7$9.6$ By Category:Government Stimulus1Estimated Success Based Capital2.5$ -$2.9$4.5$ Estimated Speculative Capital3.8 — 2.9 4.2 Estimated Total Capital for Speculative Projects6.3$ -$5.7$8.7$ Opportunistic Network Expansions2Estimated Success Based Capital-$ -$ -$ -$ Estimated Speculative Capital0.3 0.9 — 0.8 Estimated Total Capital for Speculative Projects0.3$0.9$ -$0.8$ Customer-Specific with Negative PaybackEstimated Success Based Capital0.1$ -$ -$ -$ Estimated Speculative Capital0.1 — - 0.2 Estimated Total Capital for Speculative Projects0.2$ -$ -$0.2$ OtherEstimated Success Based Capital-$ -$ -$ -$ Estimated Speculative Capital- — - — Estimated Total Capital for Speculative Projects-$ -$ -$ -$ Three months ended 1 The estimated Speculative Capital andSuccess Based Capital for Government Stimulus in the quarter ended December 31, 2010, relate to a network build for a healthcare cooperative under the FCC Rural Health Care Pilot Program. The amount included in Success Based Capital relates to an IRU payment for the project that will offset $4.5 million of network build costs 2 The estimated Speculative Capital for Opportunistic Network Expansions in the quarter ended December 31, 2010, relates to the installation of a larger conduit for a segment of a network expansion project to enable greater future growth

Quota Bearing Headcount (QBHC) FY 2Q 2011 Supplemental Earnings Information 20 Quota Bearing Headcount

37 36 43 46 0 10 20 30 40 50 Mar-10 Jun-10 Sep-10 Dec-10 $14 $13 $14 $12 $0 $10 $20 $30 $40 Mar-10 Jun-10 Sep-10 Dec-10 Quota Bearing Headcount Monthly Average Gross New Salesper QBHC thousands Headcount Gross New Sales MRR and MAR Installation and Churn 21 FY 2Q 2011 Supplemental Earnings Information Installation and Churn

$1,032 $1,287 $1,580 $1,548 $27 $1,032 $1,287 $1,580 $1,576 $0 $300 $600 $900 $1,200 $1,500 $1,800 Mar-10 Jun-10 Sep-10 Dec-10 Goss Installed Revenue -MRR Goss Installed Revenue -MAR ($901) ($692) ($864) ($923) $0 $0 $0 ($0) ($901) ($692) ($864) ($924) ($1,800) ($1,500) ($1,200) ($900) ($600) ($300) $0 Mar-10 Jun-10 Sep-10 Dec-10 Churn -MRR Churn -MAR $131 $595 $716 $625 $27 $131 $595 $716 $652 $0 $300 $600 $900 $1,200 $1,500 $1,800 Mar-10 Jun-10 Sep-10 Dec-10 Net Installations MRR Net Installations MAR $233 $592 $717 $813 $0 $300 $600 $900 $1,200 $1,500 $1,800 Mar-10 Jun-10 Sep-10 Dec-10 Gross Installations Churn Net Installations Gross Profit from Net Installations thousands thousands thousands thousands MRR and MAR MRR and MAR MRR and MAR Monthly Gross Profit Est. Gross Profit = 87% 89% 93% 96% Est. Gross Profit = 74% 79% 86% 76% Est. Gross Profit = 178% 100% 100% 125% Breakdown of Installations and Churn Installs and Churn 22

FY 2Q 2011 Supplemental Earnings Information $935 $1,030 $1,422 $1,460 $38 $184 $106 $66 $59 $73 $52 $51 $1,032 $1,287 $1,580 $1,576 $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 $1,800 Mar-10 Jun-10 Sep-10 Dec-10 Installations from New Service Installations from Price Increases Installations from Upgrades Gross Installations thousands 91% 6% 4% 80% 6% 14% ($784) ($576) ($707) ($808) ($76) ($44) ($120) ($70) ($41) ($73) ($37) ($45) ($901) ($692) ($864) ($924) ($1,800) ($1,600) ($1,400) ($1,200) ($1,000) ($800) ($600) ($400) ($200) $0 Mar-10 Jun-10 Sep-10 Dec-10 Hard Disconnects Churn from Negative Price Changes Churn associated with Upgrades Churn thousands 87% 8% 5% 83% 6% 11% MRR and MAR MRR and MAR 100% 100% 100% 100% 90% 3% 7% 100% 82% 14% 4% 100% 93% 3% 4% 100% 87% 8% 5% 100% Churn = -1.6% -1.2% -1.3% -1.2% Price Changes Price Changes $38 $184 $106 $66 $0 $50 $100 $150 $200 Mar-10 Jun-10 Sep-10 Dec-10 $1.5 $1.8 $5.7 $1.6 $5.7 $1.5 $4.5 $3.0 $7.1 $3.3 $10.2 $4.6 $0 $2 $4 $6 $8 $10 $12 Mar-10 Jun-10 Sep-10 Dec-10 Contract Value associated with Price Increases Contract Value associated with Price Decreases ($76) ($44) ($120) ($70) ($200) ($150) ($100) ($50) $0 Mar-10 Jun-10 Sep-10 Dec-10 Price Increases Contract Value Associated with Price Changes Price Decreases thousands millions thousands MRR and MAR Contract Value MRR and MAR ($38) $140 ($14) ($4) ($50) $0 $50 $100 $150 Mar-10 Jun-10 Sep-10 Dec-10 Price Changes Net of Price Increases and Price Decreases thousands MRR and MAR 23 FY 2Q 2011 Supplemental Earnings Information Price Increase was 37% of affected MRR and MAR 33% 31% 31% Price Decrease was -32% of affected MRR and MAR -12% -22% -15% Upgrades Upgrades $59 $73 $52 $51 $0 $20 $40 $60 $80 Mar-10 Jun-10 Sep-10 Dec-10 ($44) ($73) ($37) ($45) ($80) ($60) ($40) ($20) $0 Mar-10 Jun-10 Sep-10 Dec-10 $15 $1 $16 $5 $0 $20 $40 $60 $80 Mar-10 Jun-10 Sep-10 Dec-10 36% 1% 44% 12% 0% 10% 20% 30% 40% 50% Mar-10 Jun-10 Sep-10 Dec-10 Gross Installations Associated with Upgrades Average % Increase in Monthly Recurring Revenue Associated with Upgrades thousands thousands thousands Churn Associated with Upgrades Net Installations Associated with Upgrades

24 FY 2Q 2011 Supplemental Earnings Information MRR and MAR MRR and MAR MRR and MAR % Change in MRR and MAR Contract Value = $2.2M $1.7M $1.8M $1.4M Contract Value = ($0.5M) ($0.5M) ($0.1M) ($0.4M) Contract Value = $1.7M $1.2M $1.6 M $1.1M 1 A portion of Ethernet upgrades were processed as net change orders during the quarters ended March 31, 2010, June 30, 2010, and September 30, 2010. This treatment does not impact net install amounts, but caused a slight understatement of both gross installations associated with Upgrades and Churn associated with Upgrades.Beginning with the quarter ended December 31, 2010, the methodology has been revised to reflect the full gross amount of both installations associated with Upgrades and Churn associated with Upgrades 1

$1.7 $1.6 $1.6 $1.6 $0.5 $0.6 $1.0 $1.2 $2.2 $2.3 $2.6 $2.9 $0 $2 $4 $6 Mar-10 Jun-10 Sep-10 Dec-10 Delivery date within the next 6 months Delivery date after 6 months $1.5 $1.6 $2.0 $2.2 $0.1 $0.7 $0.6 $0.7 $0.6 $2.2 $2.3 $2.6 $2.9 $0 $2 $4 $6 Mar-10 Jun-10 Sep-10 Dec-10 Service Orders -MRR Service Orders -MAR Revenue Commitment Service Activation and Churn Pipeline 25 FY 2Q 2011 Supplemental Earnings Information Service Activation and Churn Pipeline ($0.5)

($0.5) ($0.4) ($0.6) ($0.5) ($0.5) ($0.4) ($0.6) ($6) ($4) ($2) $0 Mar-10 Jun-10 Sep-10 Dec-10 Churn Pipeline -MRR Churn Pipeline -MAR $1.7 $1.8 $2.3 $2.3 — - — $0.0 $1.7 $1.8 $2.3 $2.3 $0 $2 $4 $6 Mar-10 Jun-10 Sep-10 Dec-10 Net Install Pipeline -MRR Net Install Pipeline -MAR Service Activation Pipeline Estimated Timing of Service Activation Pipeline Churn Pipeline Net Installation Pipeline millions millions millions MRR and MAR MRR and MAR MRR and MAR MRR and MAR 100% 22% 78% millions 1 1The service activation pipeline on March 31, 2010, shows 78% of orders with a delivery date within the next 9 months and 22% oforders with a delivery date after the next nine months Gross Profit = 92% 94% 97% 97% 100% 28% 72% 100% 39% 61% 100% 43% 57% Gross Profit = 66% 65% 70% 70% Gross Profit = 101% 101% 102% 104% ($0.0) Revenue Under Contract 26 FY 2Q 2011 Supplemental Earnings Information Revenue Under Contract1

Revenue Under Contract millions Months 24 25 32 36 — 10 20 30 40 Mar-10 Jun-10 Sep-10 Dec-10 Average Remaining Contract Term $390 $400 $577 $704 $71 $80 $95 $153 $180 $57 $56 $61 $55 $528 $552 $790 $1,009 $0 $200 $400 $600 $800 $1,000 $1,200 Mar-10 Jun-10 Sep-10 Dec-10 Embedded Base -MRR Embedded Base -MAR Service Activation Pipeline Revenue Commit 1The Revenue Under Contract associated with the Revenue Commitments and the Service Activation Pipeline for the quarter ended September 30, 2010, have been updated to reflect revised contract terms for certain orders.The revisions resulted in a net reduction of $4.1M in total Revenue Under Contract for the period but have no impact on ZG financial statement reports Employee Data FY 2Q 2011 Supplemental Earnings Information 27 Employee Data

339 347 393 443 0 100 200 300 400 500 Mar-10 Jun-10 Sep-10 Dec-10 $706 $708 $698 $717 $0 $200 $400 $600 $800 Mar-10 Jun-10 Sep-10 Dec-10 $10.7 $11.2 $12.4 $13.7 $0 $2 $4 $6 $8 $10 $12 $14 Mar-10 Jun-10 Sep-10 Dec-10 $126 $129 $126 $123 $0 $200 $400 $600 $800 Mar-10 Jun-10 Sep-10 Dec-10 Number of Employees Annualized Revenue per Employee Employee Related SG&A Annualized Employee Related SG&A per Employee thousands millions thousands Headcount Financial Statement Revenue SG&A SG&A % of Revenue = 18% 18% 18% 17% Customer Verticals and Product Mix 28 FY 2Q 2011 Supplemental Earnings Information Customer Verticals and Product Mix 1Period ending September 30, 2010, reflects $282 thousand MRR and MAR transitioned from SONET/Digital Signal service to Ethernet services for Fibert-to-the-Tower site level billing modifications. Previously, the balance of Revenue Commitments per site were billed through SONET/Digital Signal services, and are now reflected under Ethernet. The adjustment had no impact to ZB and ZG reported financial statements 1 1Zayo Group Customer Verticals March 31,June 30,September 30,December 31,% of MRR2010201020102010Wireless27%28%29%29%National Carrier/ISP24%24%24%24%Public Sector/Enterprises16%15%14%17%PTT11%11%10%8%Regional Carrier/ISP6%6%6%6%RLEC5%5%5%5%CATV/Satellite4%4%5%4%Data Centers/Disaster Recovery/Tech2%2%2%3%Media/Content3%3%3%2%Reseller2%2%2%2%Zayo Group Product Mix March 31,June 30,September 30,December 31,% of MRR2010201020102010Sonet/Digital Signal54%55%49%45%Dark Fiber3%3%10%14%Ethernet11%11%12%14%Wavelengths6%7%7%8%Colocation7%7%6%6%Interconnect5%5%4%4%Access6% 6%4%4%DIA2%2%2%3%Voice/Data Bundles2%2%2%2%Other Transport Services 1%Other3%3%3%1% 56% 55% 56% 55% 0% 10% 20% 30% 40% 50% 60% 70% 80% 44% 44% 43% 44% 34% 35% 34% 34%

Customer Concentration 29 FY 2Q 2011 Supplemental Earnings Information Customer Concentration % of MRR 12% 12% 11% 11% 9% 9% 9% 8% 6% 7% 7% 7% Mar-10 Jun-10 Sep-10 Dec-10 Customer #1 Customer #2 Customer #3 Top 20 Top 10 Top 5 Customer and Unit Metrics Customer and Unit Metrics 2,046 2,048 2,074 2,227 — 500 1,000 1,500 2,000 2,500 Mar-10 Jun-10 Sep-10 Dec-10 23 24 25 27 — 5 10 15 20 25 30 Mar-10 Jun-10 Sep-10 Dec-10 $0.86 $0.84 $0.80 $0.97 $0 $5 $10 $15 Mar-10 Jun-10 Sep-10 Dec-10 Number of Customers Number of Units (MRR and MAR)/Unit

30 FY 2Q 2011 Supplemental Earnings Information Customers MRR and MAR MRR and MAR Units $10 $10 $11 $12 $0 $5 $10 $15 Mar-10 Jun-10 Sep-10 Dec-10 (MRR and MAR)/Customer thousands thousands thousands 1 1 1Units and (MRR and MAR)/Unit exclude Fiber Miles and ZFS MRR 1 1

Pricing Trends —Waves1 FY 2Q 2011 Supplemental Earnings Information 31 1Pricing trends based on ZB only $931 $1,037 $1,287 $1,462 $0 $1,000 $2,000 $3,000 Mar-10 Jun-10 Sep-10 Dec-10 10G Waves -MRR 108 122 137 152 0 40 80 120 160 200 Mar-10 Jun-10 Sep-10 Dec-10 10G Waves -Units $8.6 $8.5 $9.4 $9.6 $0 $20 $40 $60 $80 Mar-10 Jun-10 Sep-10 Dec-10 10G Waves —MRR/Unit thousands MRR MRR thousands $332 $326 $359 $442 $0 $1,000 $2,000 $3,000 Mar-10 Jun-10 Sep-10 Dec-10 2.5G Waves -MRR $9.8 $9.3 $9.7 $8.7 $0 $20 $40 $60 $80 Mar-10 Jun-10 Sep-10 Dec-10 2.5G Waves —MRR/Unit thousands MRR MRR thousands 34 35 37 51 0 40 80 120 160 200 Mar-10 Jun-10 Sep-10 Dec-10 2.5G Waves -Units

Pricing Trends -Ethernet 1,3 FY 2Q 2011 Supplemental Earnings Information 32 $567 $574 $698 $1,033 $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 Pro-formaMar-10 Jun-10 Sep-10 Dec-10 101-1000Mb Ethernet—MRR 182 176 200 296 0 500 1,000 1,500 2,000 2,500 Pro-forma Mar-10 Jun-10 Sep-10 Dec-10 101-1000Mb Ethernet—Units $3.1 $3.3 $3.5 $3.5 $0 $1 $2 $3 $4 $5 Pro-formaMar-10 Jun-10 Sep-10 Dec-10 thousands MRR MRR thousands $1,055 $1,178 $1,610 $2,246 $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 Mar-10 Jun-10 Sep-10 Dec-10 1-100Mb Ethernet-MRR 1,082 1,258 1,397 1,947 0 500 1,000 1,500 2,000 2,500 Mar-10 Jun-10 Sep-10 Dec-10 1-100Mb Ethernet-Units $1.0 $0.9 $1.2 $1.2 $0 $1 $2 $3 $4 $5 Mar-10 Jun-10 Sep-10 Dec-10 thousands MRR MRR thousands $1,622 $1,751 $2,308 $3,279 $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 Mar-10 Jun-10 Sep-10 Dec-10 Total Ethernet -MRR 1,264 1,434 1,597 2,243 0 500 1,000 1,500 2,000 2,500 Mar-10 Jun-10 Sep-10 Dec-10 Total Ethernet - -Units $1.3 $1.2 $1.4 $1.5 $0 $1 $2 $3 $4 $5 Mar-10 Jun-10 Sep-10 Dec-10 Total Ethernet —MRR/Unit thousands MRR MRR thousands 1Pricing trends based on ZB only 2Three months ended March 31, 2010, are shown on a pro-forma basis, adjusted to include one OVS 200Mb Ethernet unit as if OVS had been a related party rather than a discontinued operation for the entire period 3Period ending September 30, 2010, reflects $282 thousand MRR transitioned from SONET/Digital Signal service to Ethernet services for Fiber-to-the-Tower site level billing modifications. Previously, the balance of Revenue Commitments per site were billed through SONET/Digital Signal services, and are now reflected under Ethernet. The adjustment had no impact to ZB and ZG reported financial statements

101-1000Mb Ethernet—MRR/Unit 1-100Mb Ethernet —MRR/Unit 2 2 2 Pricing Trends —OC3, OC12, and OC481 FY 2Q 2011 Supplemental Earnings Information 33

$1,089 $1,081 $1,106 $1,130 $0 $500 $1,000 $1,500 $2,000 $2,500 Mar-10 Jun-10 Sep-10 Dec-10 OC48 - -MRR 80 76 78 85 0 100 200 300 400 500 Mar-10 Jun-10 Sep-10 Dec-10 OC48 -Units $13.6 $14.2 $14.2 $13.3 $0 $5 $10 $15 $20 Mar-10 Jun-10 Sep-10 Dec-10 OC48 —MRR /Unit thousands MRR MRR thousands $1,593 $1,748 $1,905 $2,006 $0 $500 $1,000 $1,500 $2,000 $2,500 Mar-10 Jun-10 Sep-10 Dec-10 OC12 - -MRR 223 248 282 305 0 100 200 300 400 500 Mar-10 Jun-10 Sep-10 Dec-10 OC12 -Units $7.1 $7.0 $6.8 $6.6 $0 $5 $10 $15 $20 Mar-10 Jun-10 Sep-10 Dec-10 OC12 —MRR /Unit thousands MRR MRR thousands $1,386 $1,399 $1,375 $1,483 $0 $500 $1,000 $1,500 $2,000 $2,500 Mar-10 Jun-10 Sep-10 Dec-10 OC3 - -MRR 364 368 362 393 0 100 200 300 400 500 Mar-10 Jun-10 Sep-10 Dec-10 OC3 -Units $3.8 $3.8 $3.8 $3.8 $0 $5 $10 $15 $20 Mar-10 Jun-10 Sep-10 Dec-10 OC3 —MRR /Unit thousands MRR MRR thousands 1Pricing trends based on ZB only Pricing Trends —DS1 and DS31 FY 2Q 2011 Supplemental Earnings Information 34

$3,969 $4,004 $3,963 $4,121 $0 $1,000 $2,000 $3,000 $4,000 $5,000 Pro-forma Mar-10 Jun-10 Sep-10 Dec-10 DS3—MRR 3,410 3,440 3,359 3,572 0 2,000 4,000 6,000 8,000 10,000 12,000 Pro-forma Mar-10 Jun-10 Sep-10 Dec-10 DS3—Units $1.2 $1.2 $1.2 $1.2 $0.0 $0.5 $1.0 $1.5 Pro-formaMar-10 Jun-10 Sep-10 Dec-10 DS3 —MRR /Unit thousands MRR MRR thousands $1,781 $1,952 $1,737 $1,928 $0 $1,000 $2,000 $3,000 $4,000 $5,000 Pro-formaMar-10 Jun-10 Sep-10 Dec-10 DS1 —MRR 7,424 8,357 8,905 10,338 0 2,000 4,000 6,000 8,000 10,000 12,000 Pro-formaMar-10 Jun-10 Sep-10 Dec-10 DS1 —Units $0.2 $0.2 $0.2 $0.2 $0.0 $0.5 $1.0 $1.5 Pro-forma Mar-10 Jun-10 Sep-10 Dec-10 DS1 —MRR /Unit thousands MRR MRR thousands 1Pricing trends based on ZB only 2 Three months ended March 31, 2010, are shown on a pro-forma basis, adjusted to include three OVS DS3 units and 255 OVS DS1 unitsas if OVS had been a related party rather than a discontinued operation for the entire period 3Period ending September 30, 2010, reflects $282 thousand MRR transitioned from SONET/Digital Signal service to Ethernet services for Fiber-to-the-Tower site level billing modifications. Previously, the balance of Revenue Commitments per site were billed through SONET/Digital Signal services, and are now reflected under Ethernet. The adjustment had no impact to ZB and ZG reported financial statements 2 2 2 2 2 2 3 3 3 3 3 3 millions Purchases of Property and Equipment Purchases of Property and Equipment by Driver $15.1 $19.5 $20.4 $36.5 $0.4 $0.4 $0.2 $0.5 $0.8 $0.6 $0.4 $0.4 $0.3 $1.1 $0.4 $0.1 $16.7 $21.6 $21.4 $37.5 $0 $10 $20 $30 $40 Mar-10 Jun-10 Sep-10 Dec-10 Growth Maintenance Integration Other 35 FY 2Q 2011 Supplemental Earnings Information Capital Expenditures Purchases of Property and Equipment

$0.4 $0.4 $0.2 $0.5 $0.3 $1.1 $0.4 $0.1 $0.7 $1.5 $0.6 $0.6 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 Mar-10 Jun-10 Sep-10 Dec-10 Maintenance Other $0.8 $0.6 $0.4 $0.4 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 Mar-10 Jun-10 Sep-10 Dec-10 Maintenance and Other Integration $13.5 $17.3 $19.2 $35.4 $1.6 $2.2 $1.2 $1.0 $15.1 $19.5 $20.4 $36.5 $0 $10 $20 $30 $40 Mar-10 Jun-10 Sep-10 Dec-10 Success Based Infrastructure Growth Capital Expenditures Capital Expenditures Capital Expenditures millions millions millions Network Metrics 36 FY 2Q 2011 Supplemental Earnings Information Network Metrics 20,172 20,409 21,584 23,042 — 5,000 10,000 15,000 20,000 25,000 Mar-10 Jun-10 Sep-10 Dec-10 532,428 538,810 753,089 927,573 0 200,000 400,000 600,000 800,000 1,000,000 Mar-10 Jun-10 Sep-10 Dec-10 2,256 2,418 3,103 4,041 — 1,000 2,000 3,000 4,000 5,000 Mar-10 Jun-10 Sep-10 Dec-10 141 143 146 153 — 50 100 150 200 Mar-10 Jun-10 Sep-10 Dec-10 Fiber Network -Route Miles Fiber Network -Fiber Miles Number of On-net Buildings Number of Markets Route Miles Fiber Miles On-Net Buildings # of Markets States = 26 + DC States = 27 + DC States = 27 + DC States = 31 + DC

Network Metrics 37 FY 2Q 2011 Supplemental Earnings Information On-Net BuildingsMarch 31,June 30,September 30,December 31,2010201020102010On-Net Building TypeCell Site9131,0451,3461,681Enterprise8638771,1521,628Carrier Point of Presence (“PoP”)119120151188Local Serving Office (“LSO”)107116153177Carrier Hotel/Data Center7476100140Zayo Hut62637287Wireless Mobile Switching Center (“MSC”)62647275Zayo Point of Presence (“PoP”)49505058CATV Head End7777Total2,2562,4183,1034,041Three months ended

Network Metrics 38 FY 2Q 2011 Supplemental Earnings Information Colocation Cabinet Utilization 39,949 41,091 50,091 50,091 — 10,000 20,000 30,000 40,000 50,000 60,000 Mar-10 Jun-10 Sep-10 Dec-10 1,598 1,642 2,004 2,004 0 500 1,000 1,500 2,000 2,500 Mar-10 Jun-10 Sep-10 Dec-10 1,330 1,327 1,361 1,314 — 500 1,000 1,500 2,000 2,500 3,000 Mar-10 Jun-10 Sep-10 Dec-10 Billable Colocation Square Feet Colocation Cabinet Equivalents

Utilized Colocation Cabinet Equivalents Square Feet Colocation Cabinet Equivalents Colocation Cabinet Equivalents 83% Utilization 81% 68% 66%

FY 2Q 2011 Supplemental Earnings Information 39 Fiber-to-the-Tower $2.0 $2.1 $2.0 $1.9 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 Mar-10 Jun-10 Sep-10 Dec-10 $1.2 $1.3 $1.3 $1.3 1Bandwidth/Site excludes Dark-Fiber sites Fiber-to-the-Tower (FTT) Fiber-to-the-Tower 913 1,045 1,346 1,681 552 564 872 628 1,465 1,609 2,218 2,309 — 1,000 2,000 3,000 4,000 Mar-10 Jun-10 Sep-10 Dec-10 In Service Under Construction 19 23 27 29 0 5 10 15 20 25 30 35 Mar-10 Jun-10 Sep-10 Dec-10 Total FTT Towers Bandwidth/Site (Mbs)1 Revenue/Tower & Revenue/Site thousands thousands 1,430 1,607 2,065 2,478 807 821 1,019 717 2,237 2,428 3,084 3,195 — 1,000 2,000 3,000 4,000 Mar-10 Jun-10 Sep-10 Dec-10 In Service Under Construction

40 FY 2Q 2011 Supplemental Earnings Information Towers Sites MRR and MAR Mbs 1.5 Customers/ Site = 1.6 Revenue/Tower Revenue/Site Total FTT sites 1.5 1.5 34% 38% 41% 42% 0% 10% 20% 30% 40% 50% Mar-10 Jun-10 Sep-10 Dec-10 13% 11% 12% 12% % of Zayo Group’s Wireless Carrier MRR and MAR1 Fiber-to-the-Tower (FTT) Fiber-to-the-Tower $1.8 $2.2 $2.6 $3.2 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 Mar-10 Jun-10 Sep-10 Dec-10 $41.8 $53.6 $65.3 $86.2 $0 $20 $40 $60 $80 $100 Mar-10 Jun-10 Sep-10 Dec-10 64% 62% 46% 41% 36% 38% 49% 54% 5% 5% 0% 20% 40% 60% 80% 100% Mar-10 Jun-10 Sep-10 Dec-10 FTT Product Mix -% Sonet/Digital Signal FTT Product Mix -% Dedicated Ethernet FTT Product Mix -% Dark Fiber FTT MRR and MAR FTT Cumulative Capital Expenditures FTT Product Mix millions millions

41 FY 2Q 2011 Supplemental Earnings Information % of MRR and MAR MRR and MAR % of MRR and MAR % of FTT MRR and MAR Capital Expenditures % of Zayo Group’s MRR and MAR 1 Zayo Group’s wireless carrier MRR and MAR was $5.2 million on March 31, 2010, $5.7 million on June 30, 2010, $6.6million on September 30, 2010, and $7.5 million on December 31, 2010 2Period ending September 30, 2010, reflects $282 thousand MRR and MAR transitioned from SONET/Digital Signal service to Ethernet services for Fiber-to-the-Tower site level billing modifications. Previously, the balance of Revenue Commitments per site were billed through SONET/Digital Signal services, and are now reflected under Ethernet. The adjustment had no impact to ZB and ZG reported financial statements Contract Value = $113M $155M Not available $191M 2

FTT Markets FTT Markets

·Mid-Atlanticincludes Washington D.C., Maryland, New Jersey, Virginia, West Virginia, and Pennsylvania ·North Central includes Indiana, Minnesota, Kentucky, and Ohio ·Southeast includes Tennessee and Georgia ·Pacific Northwest includes Idaho and Washington ·Southwest includes Las Vegas 42 FY 2Q 2011 Supplemental Earnings InformationMarch 31,June 30,September 30,December 31,2010201020102010In Service:Mid-Atlantic991316North Central45921Pacific Northwest1123Southeast-112Southwest—Total FTT Markets In Service14162542Under Construction: Mid-Atlantic6763North Central101011-Pacific Northwest-1—Southeast211-Southwest—1Total FTT Markets Under Construction1818184Total:Mid-Atlantic15161919North Central14152021Pacific Northwest1123Southeast2222Southwest—1Total FTT Markets32344346

FY 2Q 2011 Supplemental Earnings Information 43 Financial Data by Business Unit

Zayo Bandwidth Financial Data 44 Financial Data 1The three months ended September 30, 2010, amounts include the transfer of $1.4M Revenue and $1.1M Adjusted EBITDA from ZB toZFS in conjunction with the launch of ZFS on July 1, 2010. Excluding the effect of these intercompany transfers, the annualized revenue and Adjusted EBITDA growth rates for the three months ended September 30, 2010, were 18% and 34% respectively FY 2Q 2011 Supplemental Earnings Information($ in millions)March 31,June 30,September 30,1December 31,2010201020102010Revenue$45.5 $46.6 $47.2 $52.8 Annualized revenue growth9%6%48%Gross profit32.1 33.4 34.1 38.8 Gross profit %71%72%72%73%Operating income$4.5 $7.9 $8.8 $10.4 Adjusted EBITDA$17.5 $19.0 $19.1 $21.9 Purchases of property and equipment16.1 19.9 17.9 32.4 Unlevered free cash flow / (deficit)$1.4 ($0.9)$1.2 ($10.5)Annualized Adjusted EBITDA growth34%2%58% Adjusted EBITDA margin38%41%40%41%Total invested capital$254.7 $259.5 $248.5 $326.4 Invested capital ratio3.6 x3.4 x3.3 x3.7 xThree months ended

Zayo FiberSolutionsFinancial Data FY 2Q 2011 Supplemental Earnings Information 45 Financial Data($ in millions)September 30,December 31,20102010Revenue$7.5 $11.1 Annualized revenue growth194%Gross profit7.4 11.0 Gross profit %98%99%Operating income$2.0 $3.0 Adjusted EBITDA$4.3 $7.0 Purchases of property and equipment1.5 3.3 Unlevered free cash flow $2.8 $3.7 Annualized Adjusted EBITDA growth251% Adjusted EBITDA margin57%63%Total invested capital$85.7 $132.8 Invested capital ratio5.0 x4.7 xThree months ended

zColo Financial Data FY 2Q 2011 Supplemental Earnings Information 46 Financial Data($ in millions)March 31,June 30,September 30,December 31,2010201020102010Revenue$6.9 $7.1 $7.2 $7.4 Annualized revenue growth11%5%11%Gross profit3.6 3.7 3.6 3.9 Gross profit %52%52%50%53%Operating income$1.0 $1.3 $1.0 $1.1 Adjusted EBITDA$2.4 $2.6 $2.4 $2.4 Purchases of property and equipment0.1 0.4 0.4 0.5 Unlevered free cash flow $2.3 $2.3 $2.0 $1.9 Annualized Adjusted EBITDA growth44%-38%11% Adjusted EBITDA margin34%37%33%33%Total invested capital$55.0 $47.4 $45.8 $43.5 Invested capital ratio5.8 x4.5 x4.8 x4.4 xThree months ended

Zayo Enterprise Networks Financial Data 47 FY 2Q 2011 Supplemental Earnings Information 1The three months ended September 30, 2010, amounts include the transfer of $0.7 million Revenue and $0.3 million Adjusted EBITDA from ZEN to ZFS in conjunction with the launch of ZFS on July 1, 2010 Financial Data($ in millions)March 31,June 30,September 30,1December 31,2010201020102010Revenue$8.8 $9.3 $8.2 $8.1 Annualized revenue growth24%-50%-4%Gross profit4.7 5.1 4.3 4.2 Gross profit %54%55%53%52%Operating income/(loss)$0.2 $0.5 $0.0 ($0.2)Adjusted EBITDA$1.5 $1.8 $1.2 $0.9 Purchases of property and equipment0.4 1.2 1.6 1.3 Unlevered free cash flow / (deficit)$1.1 $0.6 ($0.3)($0.4)Annualized Adjusted EBITDA growth60%-122%-98% Adjusted EBITDA margin17%19%15%11%Total invested capital$36.4 $31.6 $25.1 $24.9 Invested capital ratio5.9 x4.5 x5.1 x6.7 xThree months ended

FY 2Q 2011 Supplemental Earnings Information 48 HistoricalFinancial Data & Reconciliations

Consolidated Historical Financial Data 49 FY 2Q 2011 Supplemental Earnings Information Financial Data($ in millions)Fiscal Year 2009September 30,December 31,March 31,June 30,September 30,December 31,Total2009200920102010Total20102010Revenue$150.8 $45.5 $58.2 $58.9 $61.4 $224.0 $68.6 $77.9 Annualized revenue growth50%112%5%17%49%47%54%Gross profit102.0 31.1 38.4 39.4 41.6 150.5 48.7 57.2 Gross profit %68%68%66%67%68%67%71%73%Operating income/(loss)$3.6 4.3 8.4 (1.8)6.5 17.3 $9.1 $13.2 Earnings/(loss) from continuing operations($9.3)0.1 2.9 (11.4)5.4 (3.0)($0.3)$1.9 Earnings from discontinued operations, net of income taxes7.0 1.5 1.1 0.6 0.2 3.4 0.0 0.0 Net earnings/ (loss)($2.2)$1.6 $4.1 ($10.8)$5.6 $0.5 ($0.3)$1.9 Adjusted EBITDA, from continuing operations$40.5 $14.9 $19.6 $21.9 $23.3 $79.7 $26.8 $32.2 Purchases of property and equipment62.1 11.7 9.8 16.7 21.6 59.8 21.4 37.5 Unlevered free cash flow (deficit)($21.6)$3.2 $9.8 $5.2 $1.7 $19.9 $5.4 ($5.3)Annualized EBITDA growth139%127%46%26%97%60%82% Adjusted EBITDA margin27%33%34%37%38%36%39%41%Fiscal Year 2010Fiscal Year 2011

Consolidated Historical Reconciliations 50 FY 2Q 2011 Supplemental Earnings Information Financial Data($ in millions)Fiscal Year 2009September 30,December 31,March 31,June 30,September 30,December 31,Total2009200920102010Total20102010Earnings/(loss) from continuing operations($9.3)$0.1 $2.9 ($11.4)$5.4 ($3.0)($0.3)$1.9 Depreciation and amortization29.6 9.1 10.6 10.6 10.9 41.2 12.4 16.4 Interest expense (including loss on extinguishment of debt)15.2 3.6 3.2 10.3 7.4 24.6 6.3 9.0 Provision / (benefit) for income taxes(2.1)0.7 2.2 0.2 3.2 6.3 3.0 2.3 EBITDA, from continuing operations$33.4 $13.4 $18.9 $9.8 $26.9 $69.1 $21.4 $29.6 Stock-based compensation6.4 0.9 0.6 11.8 5.0 18.2 5.2 1.9 Gain on bargain purchase of Fibernet Telecom, Inc.0.0 (0.0)(0.0)0.0 (9.1)(9.1)0.0 0.0 Transaction costs related to acquisitons0.7 0.6 0.1 0.2 0.5 1.4 0.2 0.7 Adjusted EBITDA, from continuing operations$40.5 $14.9 $19.6 $21.9 $23.3 $79.7 $26.8 $32.2 Purchases of property and equipment62.1 11.7 9.8 16.7 21.6 59.8 21.4 37.5 Unlevered free cash flow (deficit)($21.6)$3.2 $9.8 $5.2 $1.7 $19.9 $5.4 ($5.3)Fiscal Year 2010Fiscal Year 2011

51 FY 2Q 2011 Supplemental Earnings Information Financial DataReconciliation Financial DataZayo BandwidthZayo Enterprise NetworkszColoZayo Fiber SolutionsCorporate / Interco EliminationZayo GroupEarnings/(loss) from continuing operations$10.1 ($0.2)$1.0 $3.0 ($12.0)$1.9 Depreciation and amortization10.3 1.0 1.3 3.8 0.0 16.4 Interest expense (including loss on extinguishment of debt)0.3 0.0 0.0 0.0 8.7 9.0 Provision / (benefit) for income taxes0.0 0.0 0.0 0.0 2.3 2.3 EBITDA, from continuing operations$20.7 $0.8 $2.3 $6.8 ($1.0)$29.6 Stock-based compensation0.6 0.1 0.1 0.1 1.0 1.9 Transaction costs related to acquisitons0.6 0.0 0.0 0.1 0.0 0.7 Adjusted EBITDA, from continuing operations$21.9 $0.9 $2.4 $7.0 ($0.0)$32.2 Purchases of property and equipment32.4 1.3 0.5 3.3 0.0 37.5 Unlevered free cash flow (deficit)($10.5)($0.4)$1.9 $3.7 ($0.0)($5.3)Three months ended December 31, 2010

52 FY 2Q 2011 Supplemental Earnings Information Pro-forma Growth Reconciliation Pro-forma Growth Reconciliation 1Revenue and depreciation expense have been adjusted from historical actual results to reflect the pro-forma impact of purchase price adjustments to the acquired deferred revenue, fixed assets and intangibles 2The historical other expenses of $10.6 million recognized at AFS during the three months ended September 30, 2010 relate to non-recurring legal and bonus payments to executives which were directly a result of the acquisition of AFS. As these expenses did not occur during the normal course of business and AFS would not have incurred these expenses without the Company’s acquisition of AFS, these expenses have been excluded from our Adjusted EBITDA 3 The income tax expense for AFS and AGL (historical and pro-forma) have been adjusted to reflect an assumed effective tax rate of39.0%($ in millions)Zayo GroupAFSPro-forma adjustmentsPro-formaZayo GroupAGLAFSPro-forma adjustmentsPro-formaRevenue$68.6$8.0($0.1)1 $76.5Revenue$61.4$5.7$7.9($0.2)1 $74.8Operating Expenses(19.9) (2.1) — (22.0) Operating Expenses(19.8) (0.2) (2.1) — (22.2) Selling, general and administrative(22.0) (2.3) — (24.3) Selling, general and administrative(19.3) (2.6) (2.8) — (24.6) Depreciation and amortization (12.5) (2.4) (0.7) 1 (15.6) Depreciation and amortization (10.9) (0.8) (2.4) 0.3 1 (13.7) Stock based compensation(5.2) — - (5.2) Stock based compensation(5.0) — - — (5.0) Interest expense(6.3) (0.4) (2.2) (8.9) Interest expense(7.4) (0.1) (0.8) (2.2) (10.5) Other expense, net(0.2) (10.6) 10.6 2 (0.2) Other expense, net9.6 0.0 0.2 — 9.8 (Provision)/benefit for income taxes(3.0) — 1.1 3 (1.9) Tax Expense(3.2) (0.9) — 0.8 3 (3.3) Net Earnings($0.3)($9.9)$8.8($1.4)Net Earnings$5.4$1.3($0.1)($1.2)$5.4Interest expense6.3 0.4 2.2 8.9 Interest expense7.4 0.1 0.8 2.2 10.5 (Provision)/benefit for income taxes3.0 — (1.1) 1.9 Provision for income taxes3.2 0.9 — (0.8) 3.3 Other non-recurring income- — - — Other non-recurring income(9.1) — - — (9.1) Depreciation and amortization12.5 2.4 0.7 15.6 Depreciation and amortization10.9 0.8 2.4 (0.3) 13.7 Transaction costs0.2 — - 0.2 Transaction costs0.5 — - — 0.5 Stock-based compensation5.2 — - 5.2 Stock-based compensation5.0 — - — 5.0 Adjusted EBITDA$26.8($7.1)$10.5$30.2Adjusted EBITDA$23.3$3.0$3.1($0.2)$29.3HistoricalThree months ended September 30, 2010HistoricalThree months ended June 30, 2010