Slides
Page 1
Together, Building the Future Second Quarter 2025 Financial Results Conference Call Presentation August 5, 2025
Page 2
Safe Harbor Statement 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions with respect to the future and Uniti management’s current expectations, involve certain risks and uncertainties, and are not guarantees. These forward-looking statements include, but are not limited to, statements regarding Uniti’s fiber build strategy, the businesses growth potential, efficiencies from the debt silos combination, and Uniti’s 2025 outlook. The words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” “predicts” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Uniti may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on the forward-looking statements. Future results may differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that Uniti makes. These forward-looking statements involve risks and uncertainties, known and unknown, that could cause events and results to differ materially from those in the forward-looking statements, including, without limitation: unanticipated difficulties or expenditures relating to the merger of Uniti and Windstream; competition and overbuilding in consumer service areas and general competition in business markets; risks related to Uniti’s indebtedness, which could reduce funds available for business purposes and operational flexibility; rapid changes in technology, which could affect its ability to compete; risks relating to information technology system failures, network disruptions, and failure to protect, loss of, or unauthorized access to, or release of, data; risks related to various forms of regulation from the Federal Communications Commission, state regulatory commissions and other government entities and effects of unfavorable legal proceedings, government investigations, and complex and changing laws; risks inherent in the communications industry and associated with general economic conditions; and additional risks set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Uniti and its predecessors’ most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings with the U.S. Securities and Exchange Commission as well as Uniti’s predecessor’s registration statement on Form S- 4 dated February 12, 2025. The discussion of such risks is not an indication that any such risks have occurred at the time of this filing. Uniti does not assume any obligation to update any forward-looking statements.
Page 3
Premier Insurgent Fiber Provider 3 Residential Households ~4.5M Fiber Route Miles(1) ~240K % of Total Network with Overbuilders ~20% Fiber Enabled Homes ~1.7M Metro Markets 300+ Connected Buildings and Data Centers(2) ~800K Fiber-to-the-Tower Connections ~13K Small Cell Connections ~3K Note: Data as of June 30, 2025. (1) Excludes ~9K fiber route miles that overlap between the existing Uniti and Windstream networks. (2) Includes ~350,000 locations on Uniti network and ~450,000 locations on Windstream network that are within 2,000 feet of the overall network. Company’s Combined Tier II and III Market Footprint Creates Significant Competitive Advantage
Page 4
Key Priorities 4 Accelerate Fiber Build ▪ ~2 Million Fiber Homes by Year End 2025 ▪ ~3.5 Million Fiber Homes by 2029 ▪ ~75% of Total Service Revenue from Fiber by 2029 Consolidated Revenue and Adjusted EBITDA Growth ▪ Strong 2Q25 Core Fiber(1) Revenue and Adjusted EBITDA YoY Growth ▪ Rapid Shift of Revenue to Fiber-Based Services ▪ Management of Legacy and Non-Core Services for Cash Insurgent Share Taker ▪ Year 1 Cohort Fiber Penetration of 28%, with Year 2 Cohort Fiber Penetration Improving to 31% ▪ Targeting Long-Term Consumer Fiber Penetration of 40% ▪ NPS Benchmarks Compare Favorably to Industry Peers (1) Includes Kinetic and Fiber Infrastructure fiber revenue only.
Page 5
Homes Passed with Fiber ~1.6 Million ~1.7 Million ~3.5 Million Kinetic Fiber Subscribers ~0.4 Million ~0.5 Million ~1.25 Million % Total Revenue from Fiber(2) ~30% ~40% ~75% % Total Revenue from Core Business(3) ~75% ~80% ~90% Clear Pathway to Increased Fiber Penetration and Consistent Revenue Growth (1) Assumes the merger with Windstream closed on January 1 of the respective calendar year. (2) Includes fiber service revenues from Kinetic and Windstream Wholesale, and all of Uniti Fiber and Uniti Leasing. Excludes intercompany, regulatory & other revenue, and Windstream Wholesale TDM & legacy reve nue. (3) Includes total service revenues from Kinetic and Windstream Wholesale, and all of Uniti Fiber and Uniti Leasing. Excludes intercompany and regulatory & other revenue. 5 Pro Forma FY2024(1) 2029 TargetPro Forma 2Q25 Actuals(1) Key Priorities Dashboard
Page 6
Accelerated FTTH Build Plan to Significantly Shift Fiber Mix to ~75% of Total Revenue by 2029 6 Consolidated Pro Forma Fiber Revenue Mix (1) Includes service revenues from Kinetic and Windstream Wholesale fiber only, and all of Uniti Fiber and Uniti Leasing. Excludes intercompany, regulatory & other revenue, and Windstream Wholesale TDM & legacy reve nue. (2) Includes service revenues from Kinetic copper, Uniti Solutions and TDM/Legacy revenues. Excludes intercompany and regulatory & other revenue. (3) Total Revenue excludes product sales, intercompany, and regulatory & other revenue. 2Q24 Revenue Mix 2Q25 Revenue Mix QoQ Revenue Growth % Kinetic Consumer 11% 14% 27% Kinetic Business & Wholesale 6% 6% 4% Fiber Infrastructure 15% 16% 1% Total Fiber Revenue (1) 31% 37% 10% All Other Revenue(2) 69% 63% (14%) Total Revenue (3) $947 $887 (6%) FY2024 Revenue Mix FY2025 Revenue Mix YoY Revenue Growth % Kinetic Consumer 11% 15% 25% Kinetic Business & Wholesale 6% 6% 2% Fiber Infrastructure 15% 17% 5% Total Fiber Revenue (1) ~30% ~40% 11% All Other Revenue(2) ~70% ~60% (16%) Total Revenue (3) ~$3,775 ~$3,500 (7%) $ in millions $ in millions
Page 7
56 51 2 32 Uniti Kinetic (Fiber Only) Cable Peers Fiber Overbuilder Peers 7 ▪ Uniti’s and Kinetic’s NPS Scores Compare Favorably to Both Cable and Fiber Overbuilder Peers ▪ Uniti Has Increased its NPS by ~5 Points Over the Past 3 Years (1) Source: Recon Analytics. (2) Source: Comparably.com. Insurgent Provider Net Promoter Score (1) (2)
Page 8
8 Our Leadership Team Kenny Gunderman President & CEO, Uniti Group Inc. Scott Bruce President & CEO, Radius Global Infrastructure Harold Zeitz CEO, Ziply Fiber Francis X. (Skip) Frantz, Chairman Former EVP-External Affairs, General Counsel and Secretary, Alltel Corporation Carmen Perez-Carlton Former President, FPL FiberNet Paul Sunu Former President & CEO, Windstream Randy Dunbar Former President- Global Transport, Zayo Mary McLaughlin Former Regional SVP, Comcast Joe Natale Former President & CEO, Rogers Communications Kenny Gunderman President & CEO Paul Bullington Senior EVP, CFO & Treasurer John Harrobin Senior EVP & President of Kinetic >25 Years Average Telecom Experience Comprehensive Expertise Across All Core Focus Areas Copper to Fiber Conversions Enterprise Fiber Digital Infrastructure M&AWholesale Fiber Cable Key Executives Our Board of Directors
Page 9
Fiber Infrastructure Overview
Page 10
$0.7 $0.9 $0.9 $0.9 $0.7 $1.4 $1.1 $0.9 $1.0 $0.9 $0.4 $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 $0.4 $0.3 $1.1 $1.2 $1.2 $1.2 $1.0 $1.7 $1.3 $1.2 $1.4 $1.2 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 Wholesale Bookings Non-Wholesale Bookings 10 (1) Wholesale Bookings include Uniti Leasing bookings, wireless and wholesale bookings at Uniti Fiber, and Windstream Wholesale b ookings. (2) Non-Wholesale Bookings include enterprise, E-Rate and government bookings at Uniti Fiber. (3) Calculated as expected annualized recurring cash flow on major project anchor builds at Uniti and Windstream divided by the r elated net capital investment on the anchor builds. (4) Calculated as expected annualized recurring cash flow from lease -up sold at Uniti Fiber and Uniti Leasing from the time the project started through June 30, 2025, divided by the related net capital investment on the lease-up, including net of upfront customer IRU payments received. (5) Calculated as expected annualized recurring cash flow from lease -up sold at Windstream from the time the project started through June 30, 2025, divided by the related net capital investment on the lease-up. (6) Represents expected cumulative cash yield on major project anchor builds plus lease-up at Uniti and Windstream. (1) Average Pro Forma Fiber Infrastructure Quarterly New Sales Bookings ($ in millions) (2) Fiber Infrastructure New Sales Bookings & Cumulative Lease-Up Pro Forma Fiber Infrastructure Cumulative Lease-Up ~6% ~29% Incremental Cash Yield ~23% (3) (4) (5) (6) Leveraging Existing Uniti Network for Hyperscaler Deals Results in IRR of Over 40%
Page 11
▪ Recent Industry Trends Have Created Significant Demand for Lit and Dark Long-Haul Capacity ▪ Uniti’s Dark Fiber Capabilities: • ~200K Combined Fiber Route Miles Available Nationally to Lease / IRU • 300+ Metro Markets; ~350K On-Net / Near-Net Buildings ▪ Windstream’s Lit Network Capabilities: • Wavelengths, Colocation, Ethernet, DIA • ~450K On-Net / Near-Net Buildings, 1.5K POPs, 150 On-Net Data Centers • Completed Industry’s First 800G Service Trial ▪ Combined Company Will Have Many Distinct Tier II and III Intercity Routes with Both Lit and Dark Fiber Capabilities Hyperscalers Fueling National Growth Opportunity 11 $1.4 $1.5 $1.6 $1.8 $1.9 $2.1 $2.2 $2.4 $2.6 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E North America Total Waves Spend ($in Billions)(1) $1.9 $2.1 $2.4 $2.7 $2.9 $3.2 $3.5 $3.7 $4.0 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E North American Dark Fiber Demand ($ in Billions)(2) (1) Source: ReportLinker. (2) Source: Grand View Research. Represents expected dark fiber annual revenue within North America. Annual Growth rate based on expected constant annual growth rate from 2022 to 2030.
Page 12
Combined Team Efforts Provide Opportunities to Increase Both Lit and Dark Fiber Sales 12 New Uniti Wholesale Unlocks Growth Opportunities Fueled by Hyperscalers
Page 13
13 Wholesale Sales Funnel Highlights ▪ Combined Uniti and Windstream Hyperscaler Funnel Represents ~$1.5 Billion of Total Contract Value ▪ Hyperscalers are a Growing Contributor to Uniti’s Sales Funnel with a ~5x Increase from 2Q24 Levels and ~1.5x Increase from P rior Quarter ▪ Total Standalone Uniti Sales Funnel MRR is up ~80% YoY in 2Q25 12% 20% 40% 1Q252Q24 2Q25 % of Standalone Uniti Total Sales Funnel MRR Note: All data is for Uniti standalone sales funnel only, unless otherwise noted.
Page 14
Kinetic Overview
Page 15
15 Kinetic Revenue Mix Overview Fiber 85% Copper 15% Consumer 75% Business 15% Wholesale 10% Consumer 60%Business 20% Wholesale 20% Fiber 30% Copper 70% Customer Revenue Mix(1) Fiber / Copper Revenue Mix (2) 2024 2029 Target Rapid Shift of Revenue to Fiber Based Services by 2029 (1) Kinetic customer revenue mix is based on total Kinetic service revenue, excluding intercompany and regulatory & other revenue s. (2) Fiber / Copper Revenue Mix is based on total Kinetic Consumer revenues.
Page 16
16 ▪ Capital Efficient Build Costs Driven by Previous Buildout of Fiber to the Node Network ▪ Opportunity to Add Additional Passings Beyond 3.5 Million, Potentially Reaching Up to 4 Million Homes Over Time • Network Fill-In • Subsidized Builds (e.g. BEAD) • Out-of-Territoy Markets 1.0 1.2 1.5 1.6 ~2.0 ~3.5 2021 2022 2023 2024 2025 2026 2027 2028 2029 Residential Premises Passed with Fiber ~15% CAGR (Number in millions) Accelerated Fiber Build Plan Results in ~75% Fiber Homes(1) by 2029 (1) Reflects accelerated build plan of reaching 3.5 million homes by 2029 out of the estimated ~4.8 million total homes within th e Kinetic footprint in 2029.
Page 17
60% 20% 20% National Cable with MVNO Non- Wireline Other Regional Cable 60% 20% 20% National Cable with MVNO Other Regional Cable No Cable Competitor 17 ▪ Well-Positioned to Capture Share and Drive Growth in Underserved Tier II/III markets ▪ Only ~60% Overlap with National Cable Competitors that Offer a Fixed-Mobile Bundle (1) As of 12/31/24. Represents the number of competitors that offer 1GB fiber service as a percentage of households within Kinetic’s footprint. Network Overlap with Cable Operators No Competitor 1 Competitor 2+ Competitors FTTH Competitors(1) ~55% ~20% ~25% ~80% of Kinetic’s Footprint Has 1 or Fewer Competitors (% of Households within Kinetic’s Footprint) Attractive Competitive Dynamics Across Footprint
Page 18
Fiber Copper No Bundle AT&T Bundle 18 . (1) Represents churn for new customers over the past 12 months comparing AT&T bundle customers vs. non-bundle customers. (2) Represents change in DSL and fiber subscribers with the AT&T bundle. Bundle Results in a ~50% Lower Early-Life Churn Rate for Fiber Customers ▪ Allows Customers to Save Up to $20 / Month when Combining Kinetic Internet with an AT&T Wireless Plan ▪ Substantial Positive Impact on Churn Rates for both Fiber and Copper Customers ▪ Implementing Several Initiatives to Increase Attachment Rates Churn Rate Impact(1) ~50% Decrease ~30% Decrease 2Q24 2Q25 DSL Fiber Subscriber Growth Impact(2) ~8x Increase ~18x Increase Kinetic / AT&T Bundle
Page 19
19 On Track to Have Over 95% of Total Subscribers Off of Copper by 2029 Roadmap to Shift Away From Copper by 2029 (1) Includes subscribers on hybrid fiber-coaxial cable that have 1Gbps service capability.
Page 20
Uniti Solutions Overview
Page 21
2025 Uniti Solutions Revenue - "Nurture" Uniti Solutions Revenue - "Harvest" TDM Revenue $550M - $650M 21 Uniti Solutions Optimization Strategy Uniti Solutions Revenue (1) Represents Uniti Solutions revenue, excluding TDM. “Nurture” refers to the customer revenue base that is being actively managed, while “Harvest” refers to the customer revenue base that is expected to continue to roll off. Optimization Strategy ▪ Largely Exit TDM by End of 2025 ▪ Retain Profitable Customers and Products • Move Select Customers onto Fiber • Future AI Super-Bandwidth Consumers ▪ Cross-Sell Products and Services into Uniti Fiber and Kinetic Enterprise Bases ▪ Stabilize Revenue and Margins by 2028 ▪ Generate Substantial Cash Flow with NPV of Over $1 Billion (1) (1) ~$850M
Page 22
Financial Results & Capital Structure Overview
Page 23
Merger Pre-Close Priorities 23 STATUS Present Unified Investor Relations Messaging with Windstream Refine Strategy to Simplify Dual Silo Capital Structure for New Uniti Execute Operationally at Uniti and Windstream DONE Develop Integration Plan to Achieve Planned Synergies Refine Expanded FTTH Build Plan Strategic Review of New Asset Portfolio DONE DONE Beginning DONE DONE
Page 24
Continue to See Solid Execution of Our Key Priorities 24 Second Quarter Highlights +15% Kinetic Fiber Subscriber YoY Growth % +27% Kinetic Consumer Fiber Revenue YoY Growth % 19K Kinetic Fiber Subscriber Adds ~$1.2 Million Fiber Infrastructure Consolidated Bookings MRR +11% Kinetic Fiber ARPU YoY Growth % 52K FTTH Premises Constructed
Page 25
25 Kinetic Fiber Program Highlights (Dollars in millions, except ARPU; Fiber Premises in thousands) $62.47 $61.60 $64.71 $65.53 $69.82 $7.49 $7.57 $7.66 $7.71 $7.90 $100M $103M $110M $115M $126M 2Q24 3Q24 4Q24 1Q25 2Q25 Fiber ARPU - Other Fiber ARPU - Internet Consumer Fiber Subscriber Revenue 1,553 1,595 1,626 1,664 1,716 26.9% 27.3% 27.4% 27.9% 28.1% 2Q24 3Q24 4Q24 1Q25 2Q25 Consumer Fiber Premises Passed Fiber Penetration Rate Consumer Fiber Expansion Extending our Fiber Coverage ▪ 52K New Consumer Premises Added in 2Q25 ▪ ~1.7M Consumer Premises Passed; ~40% Coverage of Consumer Households ▪ Currently Have 483K Consumers on 1G Capable Facilities, Up 19K Sequentially ▪ Fiber Penetration of 28.1% in 2Q25, ~20 Bps Improvement Sequentially Consumer Fiber Revenue and ARPU(1) Strong Fiber Revenue and ARPU Trends ▪ Consumer Fiber Subscriber Revenue Grew ~27% YoY in 2Q25, and 10% Sequentially, Driven by Strong Adoption of Our FTTH Facilities ▪ Consumer Fiber ARPU of $77.72 up 11% YoY in 2Q25 and 6% Sequentially $69.96 $69.17 $72.37 $73.24 $77.72 (1) Calculated using Fiber Subscriber revenue, less standard modem rental charge of $10.99 per month. (2) “Fiber ARPU – Internet” includes broadband service only. (3) “Fiber ARPU – Other” includes voice services, security and other features. (3) (2)
Page 26
$218 $226 $77 $74 $295 $301 2Q24 As Reported 2Q25 As Reported Uniti Leasing Uniti Fiber $211 $220 $31 $29 $237 $243 2Q24 As Reported 2Q25 As Reported Uniti Leasing Uniti Fiber $92 $96 2Q24 As Reported 2Q25 As Reported Uniti Consolidated Combined Strategic Recurring Revenue(4) Grew ~5% YoY ($ in millions) (1) 2Q24 and 2Q25 Uniti Leasing revenue includes $5 million and $2 million, respectively, of straight -line rent recognition under the Windstream Master Leases and GCI Investments subsequent to our settlement agreement with Windstream. (2) See Appendix for a reconciliation of non-GAAP metrics to the most closely comparable GAAP metric. (3) Segment amounts do not foot to total as consolidated Adjusted EBITDA is net of corporate expenses of $5 million and $6 million, respectively, in 2Q24 and 2Q25. (4) Includes Uniti Fiber and Non-Windstream Uniti Leasing recurring revenue. Excludes impact from Everstream transaction, revenue di sconnected associated with early termination of legacy Sprint sites by T -Mobile, and major wireless contract renewals Revenue(1) Adjusted EBITDA(2) (3) AFFO (2) 26 Standalone Uniti Second Quarter 2025 Consolidated Results
Page 27
$611 $576 $203 $217 $258 $219 $1,020 $962 2Q24 2Q25 Kinetic Fiber Infrastrcture Uniti Solutions $271 $264 $75 $93 $119 $112 $395 $397 2Q24 2Q25 Kinetic Fiber Infrastrcture Uniti Solutions Strong Fiber Infrastructure Revenue YoY Growth of ~7% ($ in millions) Revenue(2) Adjusted EBITDA(3)(4) 27 Pro Forma New Uniti Consolidated 2Q25 Results(1) (1) All data is pro forma for full quarter impact and was not prepared in accordance with Regulation S -X. Actual pro forma information prepared in accordance with Regulation S -X may differ materially from the information presented above. (2) Total revenue includes segment intercompany revenue eliminations of $53 million and $50 million in 2Q24 and 2Q25, respectivel y. (3) See Appendix for a reconciliation of non-GAAP metrics to the most closely comparable GAAP metric. (4) Total Adjusted EBITDA is net of corporate expenses of $70 million and $71 million in 2Q24 and 2Q25, respectively.
Page 28
28 Introducing 2025 Consolidated Outlook & Revised Pro Forma Estimates (1) 2025 As Reported Outlook is based on the 2025 Outlook range provided in the Company’s Earnings Release dated August 5, 2025. Reflects 7 months of standalone Uniti results, including rent from the master lease agreement with Windstream and GCI capex, plu s 5 months of combined Uniti and Windstream results. (2) All data is pro forma for full year impact and was not prepared in accordance with Regulation S -X. Actual pro forma information prepared in accordance with Regulation S-X may differ materially from the information presented above. (3) Total revenue includes segment intercompany revenue eliminations of $80 million for 2025 As Reported Outlook and $200 million for 2025 Pro Forma Estimates. (4) See Appendix for a reconciliation of non-GAAP metrics to the most closely comparable GAAP metric. (5) Total Adjusted EBITDA is net of corporate expenses of $140 million for 2025 As Reported Outlook and $290 million for 2025 Pro Forma Estimates. (6) Total Net Capex incudes corporate net capex of $40 million for 2025 As Reported Outlook and $65 million for 2025 Pro Forma Es timates. Reflects intercompany elimination of GCI investments. ($ in millions) 2025 As Reported Outlook(1) 2025 Pro Forma Estimates(2) Kinetic $935 - $955 $2,240 - $2,260 Fiber Infrastructure $1,045 - $1,065 $850 - $870 Uniti Solutions $315 - $325 $845 - $855 Total Revenue (3) $2,215 - $2,265 $3,735 - $3,785 Kinetic $375 - $395 $980 - $1,000 Fiber Infrastructure $725 - $745 $360 - $380 Uniti Solutions $150 - $160 $425 - $435 Total Adjusted EBITDA (4) (5) $1,110 - $1,160 $1,475 - $1,525 Kinetic $500 - $520 $930 - $950 Fiber Infrastructure $300 - $320 $205 - $225 Uniti Solutions $10 - $20 $25 - $35 Total Net Capex (6) $850 - $900 $1,225 - $1,275
Page 29
Well Positioned to Accelerate Growth within Kinetic Through Accelerated Fiber Build 29 Kinetic 2025 Targets ~2.0 Million Homes Passed with Fiber ~45% Fiber Coverage within Kinetic Footprint ~530K Kinetic Fiber Subscribers ~$500 Million Consumer Fiber Revenue +25% Kinetic Consumer Fiber Revenue YoY Growth %
Page 30
February 2023 Issued $2.6 Billion of Secured Notes with Coupon of 10.5% February 2024 Announces $350 Million ABS Bridge Facility at Fixed Rate of 8.25% May 2024 Issued $300 Million Add-on to 10.5% Secured Notes at Implied Yield of ~9% January 2025 Issued $589 Million Inaugural ABS Facility at Fixed Rate of ~6.5% 30 550 Basis Point Improvement in the Past 2 Years Unit’s Debt Yielded ~12.5% in February 2023 Unit’s Debt Currently Yields ~7.0% Opportunities Exist to Further Lower Our Cost of Capital Through Opportunistic Debt Refinancings and Alternative Attractive Sources, such as ABS June 2025 Issued $600 Million of Unsecured Notes with Coupon of ~8.625% Uniti’s Cost of Capital Continues to Improve
Page 31
▪ Debt Silos Collapsed Immediately After Closing • Simplifies Capital Structure • Unlocks Significant ABS Opportunity • Sets Stage for Further Optimization ▪ Combined Net Leverage at Merger Close is ~5.5x • Expect Net Leverage at Year-End 2025 to be Between 5.5x to 6.0x ▪ Completed First Ever Enterprise Fiber ABS with Investment Grade Rating and Blended Average Coupon of ~6.5% ▪ Meaningful Work has Been Done To-Date to Extend 2028 Maturities ▪ Re-Established Access to Unsecured High Yield Market with Recent Issuance of 8.625% Notes 31 New Uniti Debt Overview & Silo Collapse $ in millions
Page 32
Appendix
Page 33
Reconciliation of Uniti Non-GAAP Financial Measures(1) $ in millions Uniti 2Q24 Uniti 2Q25 Net income (loss) $18.3 ($10.7) Depreciation and amortization 78.1 79.7 Interest expense 127.5 160.8 Income tax benefit (2.6) (6.2) EBITDA $221.2 223.5 Stock-based compensation 3.4 3.6 Transaction related costs & Other 12.0 15.4 Adjusted EBITDA $236.7 242.6 33 (1) Amounts may not foot due to rounding.
Page 34
Uniti 2Q24 Uniti 2Q25 Net income (loss) attributable to common shares $17.6 ($10.7) Real estate depreciation and amortization 55.6 58.5 Participating securities’ share in earnings 0.7 - Participating securities’ share in FFO (1.5) (1.4) Adjustments for noncontrolling interests (0.0) (0.0) FFO attributable to common shareholders $72.4 $46.3 Transaction related costs 11.0 13.5 Amortization of deferred financing costs and debt discount 5.9 10.0 Costs related to the early repayment of debt - 28.4 Stock based compensation 3.4 3.6 Non-real estate depreciation and amortization 22.4 21.2 Straight-line revenues (8.2) (4.8) Maintenance capital expenditures (1.9) (2.2) Other, net (12.8) (19.4) Adjustments for noncontrolling interests (0.0) (0.0) Adjusted FFO attributable to common shareholders $92.3 $96.5 Reconciliation of Uniti Non-GAAP Financial Measures(1) $ in millions (1) Amounts may not foot due to rounding. 34
Page 35
Reconciliation of Uniti Non-GAAP Financial Measures(1)(2) $ in millions Pro Forma Uniti 2Q24 Pro Forma Uniti 2Q25 Net loss ($59.7) ($76.1) Depreciation and amortization 255.5 241.1 Interest expense 178.5 218.3 Income tax benefit (16.3) (11.9) EBITDA $358.0 $371.4 Stock-based compensation 4.9 3.8 Transaction related costs & Other 32.2 22.1 Adjusted EBITDA $395.1 $397.3 35 (1) All data is pro forma for full quarter impact and was not prepared in accordance with Regulation S -X. Actual pro forma information prepared in accordance with Regulation S -X may differ materially from the information presented above. (2) Amounts may not foot due to rounding.
Page 36
Reconciliation of Uniti Non-GAAP Financial Measures(1) $ in millions 2025 As Reported Outlook(2) Kinetic(2) Fiber Infrastructure(2) Uniti Solutions(2) Corporate(2) Consolidated(2) Adjusted EBITDA $385 $735 $155 ($140) $1,135 Less: Interest expense, net $665 Depreciation and amortization $590 Income tax benefit ($63) Stock-based compensation $15 Transaction related costs & Other $30 Net loss ($100) (1) Amounts may not foot due to rounding. (2) 2025 As Reported Outlook is based on the 2025 Outlook range provided in the Company’s Earnings Release dated August 5, 2025. Reflects 7 months of standalone Uniti results, including rent from the master lease agreement with Windstream and GCI capex, plu s 5 months of combined Uniti and Windstream results. 36
Page 37
Reconciliation of Uniti Non-GAAP Financial Measures(1) $ in millions 2025 Pro Forma Estimates(2) Kinetic(2) Fiber Infrastructure(2) Uniti Solutions(2) Corporate(2) Consolidated(2) Adjusted EBITDA $990 $370 $430 ($290) $1,500 Less: Interest expense, net $795 Depreciation and amortization $970 Income tax benefit ($70) Stock-based compensation $15 Transaction related costs & Other $40 Net loss ($250) (1) Amounts may not foot due to rounding. (2) All data is pro forma for full year impact and was not prepared in accordance with Regulation S -X. Actual pro forma information prepared in accordance with Regulation S-X may differ materially from the information presented above. 37
Page 38
Non-GAAP Financial Measures We refer to EBITDA, Adjusted EBITDA, Funds From Operations (“FFO”) (as defined by the National Association of Real Estate Investment Trusts (“NAREIT”)) and Adjusted Funds From Operations (“AFFO”) in our analysis of our results of operations, which are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). While we believe that net income, as defined by GAAP, is the most appropriate earnings measure, we also believe that EBITDA, Adjusted EBITDA, as well as FFO and AFFO for a real estate investment trust (“REIT”), are important non-GAAP supplemental measures. Following the Merger, Legacy Uniti ceased to be a REIT, and the Company does not qualify as a REIT for U.S. federal income tax purposes. The Company does not expect to report FFO and AFFO in future periods. We define “EBITDA” as net income, as defined by GAAP, before interest expense, provision for income taxes and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA before stock-based compensation expense and the impact, which may be recurring in nature, of transaction and integration related costs, costs associated with litigation claims made against us, and costs associated with the implementation of our enterprise resource planning system, (collectively, “Transaction Related and Other Costs”), costs related to the settlement with Windstream, goodwill impairment charges, severance costs, amortization of non-cash rights-of-use assets, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and costs associated with the termination of related hedging activities, gains or losses on dispositions, changes in the fair value of contingent consideration and financial instruments, and other similar or infrequent items (although we may not have had such charges in the periods presented). Adjusted EBITDA includes adjustments to reflect the Company’s share of Adjusted EBITDA from unconsolidated entities. We believe EBITDA and Adjusted EBITDA are important supplemental measures to net income because they provide additional information to evaluate our operating performance on an unleveraged basis. Since EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, they should not be considered as alternatives to net income determined in accordance with GAAP. Because the historical cost accounting convention used for real estate assets requires the recognition of depreciation expense except on land, such accounting presentation implies that the value of real estate assets diminishes predictably over time. However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, from net income, as defined by GAAP. FFO is defined by NAREIT as net income attributable to common shareholders computed in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization and impairment charges, and includes adjustments to reflect the Company’s share of FFO from unconsolidated entities. We compute FFO in accordance with NAREIT’s definition. The Company defines AFFO, as FFO excluding (i) Transaction Related and Other Costs; (ii) costs related to the litigation settlement with Windstream, accretion on our settlement obligation, and gains on the prepayment of our settlement obligation as these items are not reflective of ongoing operating performance; (iii) goodwill impairment charges; (iv) certain non-cash revenues and expenses such as stock-based compensation expense, amortization of debt and equity discounts, amortization of deferred financing costs, depreciation and amortization of non-real estate assets, amortization of non-cash rights-of-use assets, straight line revenues, non-cash income taxes, and the amortization of other non-cash revenues to the extent that cash has not been received, such as revenue associated with the amortization of tenant capital improvements; and (v) the impact, which may be recurring in nature, of the write-off of unamortized deferred financing fees, additional costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and costs associated with the termination of related hedging activities, severance costs, taxes associated with tax basis cancellation of debt, gains or losses on dispositions, changes in the fair value of contingent consideration and financial instruments and similar or infrequent items less maintenance capital expenditures. AFFO includes adjustments to reflect the Company’s share of AFFO from unconsolidated entities. We believe that the use of FFO and AFFO, and their respective per share amounts, combined with the required GAAP presentations, improves the understanding of operating results of REITs among investors and analysts, and makes comparisons of operating results among such companies more meaningful. We consider FFO and AFFO to be useful measures for reviewing comparative operating performance. In particular, we believe AFFO, by excluding certain revenue and expense items, can help investors compare our operating performance between periods and to other REITs on a consistent basis without having to account for differences caused by unanticipated items and events, such as transaction and integration related costs. The Company uses FFO and AFFO, and their respective per share amounts, only as performance measures, and FFO and AFFO do not purport to be indicative of cash available to fund our future cash requirements. While FFO and AFFO are relevant and widely used measures of operating performance of REITs, they do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating our liquidity or operating performance. Further, our computations of EBITDA, Adjusted EBITDA, FFO and AFFO may not be comparable to that reported by other REITs or companies that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREIT definition or define EBITDA, Adjusted EBITDA and AFFO differently than we do. 38