Acquisition date

Current assets

Property and equipment

Deferred tax assets, net

Intangibles

Goodwill

Other assets

Total assets acquired

Current liabilities

Deferred revenue

Other liabilities

Total liabilities assumed

Net assets acquired

Net assets of VoIP360, Inc.

Less cash acquired

Purchase consideration/net cash paid

Acquisition date

Cash

Other current assets

Property and equipment

Intangibles

Goodwill

Other assets

Total assets acquired

Current liabilities

Deferred revenue

Other liabilities

Total liabilities assumed

Net assets contributed to Holdings

Revenue

Operating costs and expenses

Operating costs, excluding depreciation and amortization

Selling, general and administrative expenses

1,610

    ^c,d 

Stock-based compensation

Depreciation and amortization

Operating income

Other income/(expense)

Interest expense

Other expense/(income), net

Total other expense, net

Earnings from continuing operations before provision for income taxes

Provision/(benefit) for income taxes

Earnings/(loss), from continuing operations

The “Zayo Group, LLC Historical” column reflects the Company’s historical unaudited operating results for the six months ended December 31, 2011 and the operating results for the year ended June 30, 2011.

The “360networks Corporation Historical” column reflects the historical unaudited condensed consolidated operating results for the six months ended December 31, 2011 and the year ended June 30, 2011of 360networks Corporation, the parent of 360networks.

The “VoIP Spin-off” column reflects the elimination of the results of the historical VoIP business which was acquired in the 360networks acquisition and spun off to Holdings on December 1, 2011.

The “360networks Pro Forma Adjustments” column reflects the following:

During the pro-forma periods presented, Zayo incurred transactions with 360networks which were included in the historical results of both Zayo Group and 360networks as revenue or operating expenses. If the acquisition had occurred at the beginning of the pro-forma period presented, these transactions would have been eliminated in consolidation. The Pro Forma Adjustments column includes a reduction to both revenue and operating costs, excluding depreciation and amortization of $0.6 million and $1.1 million during the six month period ended December 31, 2011 and the year ended June 30, 2011, respectively to remove these transactions

The historical 360networks entity incurred certain intercompany expenses and revenues between its infrastructure business and its VoIP business. These intercompany revenues and expenses were historically eliminated in 360networks consolidation. As a result of contributing the acquired VoIP segment to Zayo Group Holdings, the revenues and expenses which Zayo Group incurs with the spun-off VoIP segment will not be eliminated subsequent to the acquisition date. The Pro Forma Adjustments column includes an increase to revenue of $0.1 million and $0.2 million during the six months ended December 31, 2011 and the year ended December 31, 2011 to account for these related party revenue transactions.

The historical 360networks entity presented certain expenditures as operating costs, excluding depreciation and amortization which the Company presents as selling, general and administrative expenses. In order to adjust the historical 360networks presentation to correspond to the Company’s presentation, the 360networks Pro Forma Adjustments column includes an adjustment to reclassify $6.0 million and $13.4 million in operating costs, excluding depreciation and amortization to selling, general and administrative expense.

The Company acquired a majority of the operating assets of 360networks Corporation, however 360networks Corporation is the parent company of certain non-operating legal subsidiaries which were not acquired by the Company. These legal subsidiaries incurred certain expenses which do not represent expenses of the acquired 360networks entity. The following expenses have been eliminated in the 360networks pro-forma adjustments column:

Selling, general and administrative

Stock-based compensation

Other (expense)/income, net

Management, with the assistance of a third party valuation firm, is in the process of evaluating the fair market value of the assets and liabilities which will be acquired in the acquisition. The “360networks Pro-Forma Adjustments” column includes an increase of $3.5 million and $7.3 million during the six months ended December 31, 2011 and the year ended June 30, 2011, respectively, to historical depreciation and amortization expense based on the estimated fair value and useful lives of identified tangible and intangible assets for 360networks, based on preliminary estimates. The purchase price allocation is preliminary pending completion of independent valuations of identified tangible and intangible assets acquired.

The income tax expense for 360networks historical and the pro forma adjustments has been adjusted to reflect an assumed effective tax rate of 39.0%. The effective tax rate subsequent to the acquisition could be materially different than the effective tax rate used in the unaudited pro forma condensed statement of operations due to tax planning strategies, utilization of tax credits, carryforwards, valuation allowances and non-deductible stock compensation expense.

The purchase price of 360networks was paid with the proceeds from a $315.0 million senior secured term loan facility. The term loan, which has a maturity date of September 15, 2016, bears interest at varying rates and was issued at a discount of $9.5 million. The applicable interest rate as of December 1, 2011 was 7.0 percent. The increase in interest expense of $10.9 million and $26.0 million during the six months ended December 31, 2011 and the year ended June 30, 2011, respectively, as reflected in the “Pro Forma Adjustments for Term Loan” column consist of the following:

An increase of $9.2 million and $22.0 million to reflect the additional interest expense which would have been incurred during the six months ended December 31, 2011 and year ended June 30, 2011 had the Company entered into the $315.0 million term loan at the beginning of the period presented above.

An increase of $1.7 million and $4.0 million during the six months ended December 31, 2011 and year ended June 30, 2011, respectively, to reflect the additional amortization of the $9.0 million in debt issuance costs and $9.5 million discount on the term loans.