EARNINGS CALL PRESENTATION

Fiscal Year 2019 Q1NYSE: ZAYO@ZayoGroup

Safe HarborInformation 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 annual report on Form 10-K and most recent Form 10-Q filed with the Securities and Exchange Commission. 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.

In addition to this presentation and our filings with the SEC, the Company provides a glossary of terms used throughout and a supplemental earnings presentation, both of which are available under the investor section of the Company’s website at http://www.zayo.com/investors. The supplemental earnings presentation includes definitions and tables reconciling non-GAAP measures used in this presentation, including the quantitative reconciliation of Adjusted EBITDA to net income/(loss) and quantitative reconciliations of adjusted unlevered free cash flow and levered free cash flow, each to net cash provided by operating activities.

2

DAN CARUSOChairman and Chief Executive Officer

Sep18q highlightsLower Bookings and Installs resulted in lower implied growth

● $7.3M Net Bookings and $7.6M Gross Installs● Churn at $6.5M / 1.2%● Net Installs at $1.0M imply a 2% growth rate

Revenue and EBITDA growth declined due to nonrecurring items and FX

● Revenue declined -7% (0% recurring Revenue growth, 2% in constant currency)1

● EBITDA declined -1% (1% recurring EBITDA growth)1

EBITDA margin of 56%, and aUFCF of 22%

LFCF positive at $55M

4EXCLUDES ALLSTREAM

1 Growth rates presented are QoQ annualized growth and normalize for the adoption of the new accounting standard, Revenue from Contracts with Customers

1 As of September 30, 2018

Zayo’s History

45 acquisitions since 2007 totaling ~$6.7B1

5

Pioneer of communications infrastructure

* Excludes Allstream

Zayo Today

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OUR ASSETS OUR EXPERTISE

OUR TRACK RECORD

BUILDINGS36k

FIBER MILES12.2M

$~$2.6B revenue

~$1.3B adjusted EBITDA

$1.1B invested equity since 2007 inception

$8.6B equity value today; ~8x return

45 acquisitions for ~$6.7B ZAYOOct. 2014

NYSE:

1.2kON-NET DATA CENTERS

EMPLOYEES3.7k

41% Fiber Solutions

31% Transport

15% Enterprise Networks

11% Colocation

PRODUCT MIX - % OF REVENUE*

Largest, independent, international provider of communications infrastructure

50ZAYO DATA CENTERS

Organic execution across the diverse platform has been the focus of recent quarters

● Several initiatives taken to improve execution, including:

○ Transition to post-IPO management team

○ Verticalization and growth of the sales force

○ Regionalization of the Fiber Solutions business

● Confident these are right long-term initiatives

● Sep18q results decreased conviction that initiatives will yield 6-8% consolidated growth in near term

● Contributed to evaluation of whether execution might be enhanced by reducing the overall complexity of Zayo’s business

77Proprietary and confidential 7

Zayo is currently four autonomous business segments with shared sales and corporate

infrastructure + a separated Allstream

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Communications Infrastructure

Fiber Solutions Transport zColo Enterprise

Networks5 Fiber Regions

Sales

Customer Service & IT

Waves

SONET

IP Transit

Ethernet

Media Networks

zColo WAN / LAN

Cloud

DIA / Security

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Allstream

Wholesale VoiceUnified Comm / VoIP

Data Services

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Separate Zayo into two public companies through a spin-off of Enterprise Co1

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Zayo Infra Co

5 Fiber Regions

Sales

Customer Service & IT

Waves

SONET

IP Transit

Media NetworkszColo

WAN / IP VPN

Cloud

DIA / Security

Enterprise Co

Sales

Customer Service & IT

Wholesale Voice

Fiber Solutions Transport Enterprise Carrier

1 Consummation of spin is subject to regulatory and Board approval

Ethernet Tails

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Both businesses will benefit from focus and simplification

Enterprise Co

Strong product portfolio and customer base centered on

higher bandwidth connectivity connecting

enterprise locations, including to public cloud and

SaaS providers

Zayo Infra Co

Unique fiber-focused infrastructure provider

with deep, dense networks and broad geographic

reach

Long-term Master

Customer Agreement

10

Zayo Infra Co might maintain 9.9%

ownership

Rationale

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Addresses Scope/Scale

Paradox

Unleashes latent value

Improves path to REIT

Improves cost of capital

● Reduces complexity, enables more focused execution within each business● Allows for increased innovation and management control and accountability● Further formalizes existing inter-company relationships into arms-length

agreements

● Zayo Infra Co likely to trade at higher multiple, potentially lower cost of debt● Creates stronger currency for M&A

● Zayo Infra Co consists solely of Fiber, Transport and Colo businesses● Resulting REIT is more clear, flexible and compelling● Strong industry precedents; Numerous REIT peers

● Investors able to value each business separately based on strength of assets, performance of business, and long-term growth prospects

● Increases degrees of freedom for further consolidation

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Zayo Infra Co is Compelling

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Zayo Infra Co($1.7BN Revenue1)

Leadership● Dan Caruso, Chairman and CEO

● Leading communications infrastructure asset – strong competitive moat

● Global fiber footprint with unparalleled metro/regional depth and International reach

● Powerful secular trends provide multiple growth drivers for bandwidth

● Diversified, blue-chip customer base comprised of the largest and most sophisticated users of communications infrastructure

● Stable, recurring revenue model yields attractive, predictable cash flows

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Percent of Revenue

1 Post-spin revenue reflects the reclassification of transfer pricing to third party revenue

Enterprise Co unleashed to pursue high bandwidth services strategy

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Enterprise Co($1.0B Revenue1)

Leadership● Mike Strople - COO● Tyler Coates - SVP Enterprise● Dan Caruso, Chairman

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Percent of Revenue

● Significant scale with strong product portfolio and geographic coverage

● Solid, long-tenured customer base

● Long-term Zayo relationship provides certainty on network access and cost

● Well-diversified customer roster of 50,000+ enterprises – only 17% of revenue from Top 10

● Complementary wholesale enterprise services through carriers

● Balance between growth-focused and strong cash flow generating businesses enables organic and inorganic investment for growth

1 Post-spin revenue reflects the reclassification of transfer pricing to third party revenue

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Product Groups● Fiber Solutions● Spread Networks● Wavelengths● IP Transit● Media Networks● Sonet?● Global Reach● zColo

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Enterprise Co consists of two divisions

Enterprise Co

Carrier Division~30% of New Service Co

ProductsEthernet Tails

Wholesale VoiceSONET

CustomersLeading wireline, wireless, and other regional carriers

Enterprise Division~70% of New Service Co

ProductsSD-WAN/IP VPN

DIAUnified Comm

Customers50,000+ small, medium,

large enterprises

1515

Enterprise Co

($bn)

Revenue (LQA) $2.6 $1.01 $1.71

EBITDA margin (%) ~50% ~30% ~55%

Adjusted UFCF % 20% ~20% ~20%

Leverage 4.4x 2.0x - 4.0x 4.0x – 5.0x+

Zayo Infra CoZayo WholeCo

Illustrative

Pro forma financial profile

1 Post-spin revenue reflects the reclassification of transfer pricing to third party revenue

Clear Execution Path● Current product/segment structure enables division into Zayo Infra

Co and Enterprise Co

○ Each product/segment already has full financials

○ Pricing between segments established

● BSS more challenging, but manageable

● Modest dis-synergy from corporate resource duplication

● No issues with existing debt covenant package

● Taxable spin of Enterprise Co to preserve REIT optionality

o NOLs available to shelter corporate gains on Enterprise Co

● Expect distribution in late 20191

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1 Consummation of spin is subject to regulatory and Board approval

Matt SteinfortChief Financial Officer

Bookings below target

Net New Sales (Bookings)

$7.3M Bookings below expectations

Strong demand remains across verticals

Anticipate positive Bookings momentum, but recognize unpredictability of holiday quarter

18EXCLUDES ALLSTREAM

Higher committed capital driven by strategic new routes

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Deals for multiple new strategic routes drove higher capital and average payback to 30 months

Total Bookings contract value 1.6x the associated committed capex

Contract Value vs. CapEx on Bookings

Net New Sales (Bookings) Stratification

74% of Net Sales has <12 month payback

19EXCLUDES ALLSTREAM

Commercial highlights

Bulk fibers for customer on 9 long haul routes

Spans 5,000 miles of network

Includes build of 2 highly strategic west-east routes● Columbus to Ashburn● Dallas to Atlanta

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National Long Haul Dark Fiber Deal

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Gross installs down QoQ

Lighter than projected gross installs driven primarily by Fiber and Transport

Anticipate stronger Dec18q

Gross Installations

$8.5m

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Sep16q Dec16q Mar17q Jun17q Sep17q Dec17q Mar18q Jun18q Sep18q (guess)

SAP 16.2 14.6 16.4 16.8 17.1 17.5 19.1 19.3 19.2

MRR&MAR 129.4 131.3 164.8 168.2 170.9 172.2 176.9 175.4 176.4

% 12.5% 11.1% 10.0% 10.0% 10.0% 10.2% 10.8% 11.0% 11.0%

Service Activation Pipeline up 11% YoY

Service Activation Pipeline

EXCLUDES ALLSTREAM

Gross installs lower as pipeline grows

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Churn remains elevated

Sep18q Churn remained at 1.2%

Churn likely to remain in ~1.2% range for next several quarters $5.5m

Churn

22EXCLUDES ALLSTREAM

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Churn by Segment

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Transport churn remained relatively stable

Fiber churn elevated as lit to dark related churn weighed on near-term results

Enterprise churn remains above Zayo average

Colo remains elevated vs. historical levels

Churn by Segment

EXCLUDES ALLSTREAM

Sep17q Dec17q Mar18q Jun18q Sep18q

Transport -1.5% -1.7% -1.7% -1.7% -1.6%

Fiber -0.6% -0.6% -0.5% -0.6% -0.6%

Enterprise -2.3% -1.7% -1.5% -1.6% -1.8%

Colo -0.9% -1.0% -1.0% -1.4% -1.6%

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Net Installs imply 2% annualized growth

24EXCLUDES ALLSTREAM

Net Installs imply 2% annualized growth

Net Installations

1 Implied by the current quarter pace of Net Installs, calculated as Net Installs annualized ($1.0M*4 = $4.0M), divided by the beginning quarter run-rate $176.9M=2%)

-------------------$3.3m required for 8% implied growth

-------------------$2.5m required for 6% implied growth

Revenue and aEBITDA1

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Revenue, EBITDA down due to one-time Jun18q NCP equipment sale, FX headwinds

EBITDA margin of 56% consistent with historical average

Revenue

aEBITDA

25EXCLUDES ALLSTREAM

1 Growth rates presented are QoQ annualized growth; all financials normalize for the adoption of the new accounting standard, Revenue from Contracts with Customers

Cash Flow

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aUFCF1 at 22% of revenue; QoQ decline driven by higher Net Capital

LFCF up due to cash interest timing and lower PP&E

Capital Expenditures

aUFCF1 LFCF

1 Normalized for recast

26EXCLUDES ALLSTREAM

Segments

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Sep18q financial results

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 closed2 Sep18q EPS is based on 246.4 and 247.8 million weighted average shares outstanding for basic and diluted, respectively, for the quarter

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Note: all financials normalize for the adoption of the new accounting standard, Revenue from Contracts with Customers

$1.9B of net operating loss carryforwards

15.7M shares repurchased at an average price of $31.55 since May 2018

Balance Sheet

Debt Schedule

Gross leverage of 4.6x

1

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Q&A