Vantiv Reports Second Quarter 2017 Results

CINCINNATI, Aug. 9, 2017 /PRNewswire/ -- Vantiv, Inc. (NYSE: VNTV) ("Vantiv" or the "company") today announced financial results for the second quarter ended June 30, 2017. Total revenue increased 12% to $998.8 million as compared to $891.2 million in the prior year period. Net revenue increased 10% to $530.0 million as compared to $480.5 million in the prior year period. On a GAAP basis, net income per diluted share attributable to Vantiv, Inc. increased 11% to $0.42 as compared to $0.38 in the prior year period. Pro forma adjusted net income per share increased 19% to $0.83 as compared to $0.70 in the prior year period. (See Schedule 1 for net income per diluted share attributable to Vantiv, Inc. and Schedule 2 for pro forma adjusted net income per share.)

"Our scale, distribution and technology have enabled us to consistently generate strong net revenue growth," said Charles Drucker, president and chief executive officer at Vantiv. "Our team continues to execute at the highest level, bringing our strategy of investing in high growth channels and verticals to life in a way that enhances our growth potential and increases shareholder value."

Merchant Services

Merchant Services net revenue increased 16% to $449.1 million in the second quarter as compared to $387.8 million in the prior year period, primarily due to a 10% increase in transactions and a 5% increase in net revenue per transaction. On an organic basis, Merchant Services net revenue grew low double digits in the second quarter as compared to the prior year period. Sales and marketing expenses increased 17% to $162.6 million in the second quarter as compared to $139.1 million in the prior year period, primarily due to strong new sales growth in partner channels. (See Schedule 3 for segment information.)

Financial Institution Services

Financial Institution Services net revenue decreased 13% to $80.9 million in the second quarter as compared to $92.7 million in the prior year period. Net revenue growth was impacted by compression from the Fifth Third Bank contract renewal, lapping the contribution from EMV card reissuance and fraud related services in the prior year period, and the de-conversion of a major client. Sales and marketing expenses decreased 2% to $5.6 million in the second quarter as compared to $5.7 million in the prior year period. (See Schedule 3 for segment information.)

Operating Expenses

Other operating costs increased 7% on a GAAP basis to $78.9 million in the second quarter as compared to $73.6 million in the prior year period. When excluding transition, acquisition and integration costs of $5.0 million, Other operating costs increased 5% on a pro forma basis to $74.0 million as compared to $70.1 million in the prior year period. (See schedule 1 for GAAP financial measures and Schedule 2 for non-GAAP and pro forma adjustments.)

General and administrative expenses increased 3% on a GAAP basis to $50.7 million in the second quarter as compared to $49.1 million in the prior year period. When excluding transition, acquisition and integration costs of $8.3 million as well as share-based compensation of $10.9 million, General and administrative expenses decreased 2% on a pro forma basis to $31.6 million as compared to $32.3 million in the prior year period. (See schedule 1 for GAAP financial measures and Schedule 2 for non-GAAP and pro forma adjustments.)

Adjusted EBITDA

Adjusted EBITDA increased 10% to $256.2 million in the second quarter as compared to $233.3 million in the prior year period. (See Schedule 6 for a reconciliation of GAAP net income to adjusted EBITDA.)

Depreciation and Amortization

Depreciation and amortization expense increased 20% on a GAAP basis to $78.4 million in the second quarter as compared to $65.2 million in the prior year period. Excluding intangible amortization of $54.3 million, depreciation and amortization expense increased 34% on a pro forma basis to $24.1 million as compared to $18.0 million in the prior year period. (See Schedule 1 for GAAP financial measures and Schedule 2 for non-GAAP and pro forma adjustments.)

$1.27 Billion Share Purchase

On August 7, 2017, Vantiv entered into a transaction agreement with Fifth Third Bank pursuant to which Vantiv will purchase 19,790,000 shares of its Class A common stock directly from Fifth Third Bank at a price of $64.04 per share, which is equal to the closing share price of Vantiv's Class A common stock on August 4, 2017. The total purchase price of approximately $1.27 billion was funded with an additional Term B Loan. In connection with the purchase, Vantiv expects to record a liability of approximately $650 million during the quarter ending September 30, 2017 under the tax receivable agreement Vantiv entered into with Fifth Third Bank at the time of its initial public offering.

Full-Year and Third Quarter Financial Outlook

For the full-year 2017, net revenue is expected to be $2,100 to $2,120 million, representing an increase of 10% to 11% above the prior year. On a GAAP basis, net income per diluted share attributable to Vantiv, Inc. is expected to be $1.31 - $1.36 for the full-year 2017. Pro forma adjusted net income per share is expected to be $3.31 - $3.36 for the full-year 2017. (See Schedule 7 for a reconciliation of the outlook for GAAP net income per share attributable to Vantiv, Inc. to pro forma adjusted net income per share.)

For the third quarter of 2017, net revenue is expected to be $544 to $554 million, representing an increase of 11% to 13% above the prior year period. On a GAAP basis, net income per diluted share attributable to Vantiv, Inc. is expected to be $0.41 - $0.43 for the third quarter of 2017. Pro forma adjusted net income per share is expected to be $0.88 - $0.90 for the third quarter of 2017. (See Schedule 7 for a reconciliation of the outlook for GAAP net income per share attributable to Vantiv, Inc. to pro forma adjusted net income per share.)

Earnings Conference Call and Audio Webcast

The company will host a conference call to discuss the second quarter financial results today at 8:00 a.m. ET. The conference call can be accessed live over the phone by dialing (855) 442-0877, or for international callers (724) 928-9460 and referencing "U.S. Analyst Call". A replay will be available approximately two hours after the call concludes and can be accessed by dialing (844) 230-8058, and entering replay passcode 6801825#. The call will also be webcast live from the company's investor relations website at http://investors.vantiv.com. Following completion of the call, a recorded replay of the webcast will be available on the website.

ABOUT VANTIV

Vantiv, Inc. (NYSE: VNTV) is a leading payment processor differentiated by an integrated technology platform. Vantiv offers a comprehensive suite of traditional and innovative payment processing and technology solutions to merchants and financial institutions of all sizes, enabling them to address their payment processing needs through a single provider. We build strong relationships with our customers, helping them become more efficient, more secure and more successful. Vantiv is the largest merchant acquirer and the largest PIN debit acquirer based on number of transactions in the U.S. The company's growth strategy includes expanding further into high-growth channels and verticals, including integrated payments, eCommerce, and merchant bank. Visit us at www.vantiv.com, or follow us on Twitter, Facebook, LinkedIn, Google+ and YouTube.

© 2017 Vantiv, LLC. All Rights Reserved. All trademarks, service marks and trade names referenced herein are the property of their respective owners. Vantiv and other Vantiv products and services mentioned herein as well as their respective logos are registered trademarks or trademarks of Vantiv, LLC in the U.S. and other countries.

Non-GAAP and Pro Forma Financial Measures

This earnings release presents non-GAAP and pro forma financial information including net revenue, adjusted EBITDA, pro forma adjusted net income, and pro forma adjusted net income per share. These are important financial performance measures for the company, but are not financial measures as defined by GAAP. The presentation of this financial information is not intended to be considered in isolation of or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The company uses these non-GAAP and pro forma financial performance measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The company believes that they provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. Reconciliations of these measures to the most directly comparable GAAP financial measures are presented in the attached schedules.

Forward-Looking Statements

This release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this release are forward-looking statements including any statements regarding guidance and statements of a general economic or industry specific nature. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, guidance, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "should," "can have," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

The forward-looking statements contained in this release are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you review and consider information presented herein, you should understand that these statements are not guarantees of future performance or results. They depend upon future events and are subject to risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual future performance or results and cause them to differ materially from those anticipated in the forward-looking statements. Certain of these factors and other risks are discussed in the company's filings with the U.S. Securities and Exchange Commission (the "SEC") and include, but are not limited to: (i) our ability to adapt to developments and change in our industry; (ii) competition; (iii) unauthorized disclosure of data or security breaches; (iv) systems failures or interruptions; (v) our ability to expand our market share or enter new markets; (vi) our ability to identify and complete acquisitions, joint ventures and partnerships; (vii) failure to comply with applicable requirements of Visa, MasterCard or other payment networks or changes in those requirements; (viii) our ability to pass along fee increases; (ix) termination of sponsorship or clearing services; (x) loss of clients or referral partners; (xi) reductions in overall consumer, business and government spending; (xii) fraud by merchants or others; (xiii) a decline in the use of credit, debit or prepaid cards; (xiv) consolidation in the banking and retail industries; (xv) the effects of governmental regulation or changes in laws; and (xvi) outcomes of future litigation or investigations. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements. More information on potential factors that could affect the company's financial results and performance is included from time to time in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the company's periodic reports filed with the SEC, including the company's most recently filed Annual Report on Form 10-K and its subsequent filings with the SEC.

Any forward-looking statement made by us in this release speaks only as of the date of this release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

CONTACTS

Investors
Nathan Rozof, CFA
Investor Relations
(866) 254-4811
(513) 900-4811
IR@vantiv.com

Media
Andrew Ciafardini
Corporate Communications
(513) 900-5308
Andrew.Ciafardini@vantiv.com

    Schedule 1

    Vantiv, Inc.

    Consolidated Statements of Income

    (Unaudited)

    (in thousands, except share data)


                                                                                                  Three Months Ended June 30,                                                                        Six Months Ended June 30,
                                                                                                  ---------------------------                                                                        -------------------------

                                                                                                                 2017                                                     2016                                  % Change                                  2017                                  2016                     % Change
                                                                                                                 ----                                                     ----                                  --------                                  ----                                  ----                     --------

    Total revenue                                                                                              $998,764                                                 $891,217                                        12%                           $1,926,966                            $1,709,840                            13%

    Network fees and other costs                                                                   468,733                                   410,736                                        14%                          926,825                                           798,149                            16%
                                                                                                   -------                                   -------                                                                                                                      -------

    Net revenue(1)                                                                                 530,031                                   480,481                                        10%                        1,000,141                                           911,691                            10%

    Sales and marketing                                                                            168,263                                   144,844                                        16%                          323,303                                           280,482                            15%

    Other operating costs                                                                           78,941                                    73,599                                         7%                          154,865                                           147,302                             5%

    General and administrative                                                                      50,727                                    49,120                                         3%                          140,025                                            93,104                            50%

    Depreciation and amortization                                                                   78,378                                    65,234                                        20%                          154,464                                           133,464                            16%
                                                                                                    ------                                    ------                                                                     -------                                           -------

    Income from operations                                                                         153,722                                   147,684                                         4%                          227,484                                           257,339                          (12)%

    Interest expense-net                                                                          (29,750)                                 (26,118)                                       14%                          (58,920)                                          (53,847)                            9%

    Non-operating expenses(2)                                                                      (3,411)                                  (4,664)                                     (27)%                           (7,535)                                          (10,316)                         (27)%
                                                                                                    ------                                    ------                                                                      ------                                           -------

    Income before applicable income taxes                                                          120,561                                   116,902                                         3%                          161,029                                           193,176                          (17)%

    Income tax expense(3)                                                                           33,707                                    38,441                                      (12)%                           38,874                                            62,267                          (38)%
                                                                                                    ------                                    ------                                                                      ------                                            ------

    Net income                                                                                      86,854                                    78,461                                        11%                          122,155                                           130,909                           (7)%


    Less: Net income attributable to non-                                                         (18,077)                                 (19,134)                                      (6)%                          (24,493)                                          (31,844)                         (23)%
    controlling interests


    Net income attributable to Vantiv, Inc.                                                                     $68,777                                                  $59,327                                        16%                              $97,662                               $99,065                           (1)%
                                                                                                                =======                                                  =======                                                                         =======                               =======


    Net income per share attributable to
    Vantiv, Inc. Class A common stock:

      Basic                                                                                                       $0.43                                                    $0.38                                        13%                                $0.61                                 $0.64                           (5)%

      Diluted(4)                                                                                                  $0.42                                                    $0.38                                        11%                                $0.60                                 $0.63                           (5)%


    Shares used in computing net income per share of Class A common stock:

      Basic                                                                                    161,266,692                               155,670,267                                                                                161,072,513                          155,533,813

      Diluted                                                                                  162,510,616                               197,258,209                                                                                162,483,315                          197,018,018


    Non Financial Data:

    Transactions (in millions)                                                                       6,587                                     6,183                                         7%                           12,862                                            12,003                             7%


    (1) Net revenue is revenue, less network fees and other costs which primarily consist of pass through expenses incurred by us in connection with providing processing services to our clients, including Visa and Mastercard network association fees, payment network fees, third party processing expenses, telecommunication charges, postage and card production costs.

    (2) Non-operating expenses for the three and six months ended June 30, 2017 and 2016 primarily relate to the change in fair value of a tax receivable agreement ("TRA") entered into as part of the acquisition of Mercury.

    (3) Includes a credit of approximately $5.5 million and $14.1 million for the three and six months ended June 30, 2017, respectively, relating to excess tax benefits as a result of the Company adopting new stock compensation accounting guidance on January 1, 2017 which requires those benefits be recorded in income tax expense.

    (4) Due to our structure as a C corporation and Vantiv Holding's structure as a pass-through entity for tax purposes, the numerator in the diluted net income per share calculation is adjusted to reflect our income tax expense at an expected effective tax rate assuming the conversion of the Class B units of Vantiv Holding into shares of our Class A common stock. During the three and six months
     ended June 30, 2017, approximately 35.0 million weighted-average Class B units of Vantiv Holding were excluded in computing diluted net income per share because including them would have an antidilutive effect. As the Class B units of Vantiv Holding were not included, the numerator used in the calculation of diluted net income per share was equal to the numerator used in the calculation of
     basic net income per share for the three and six months ended June 30, 2017. The components of the diluted net income per share calculation are as follows:

                           Three Months Ended June 30,                Six Months Ended June 30,

                       2017                                     2016                      2017   2016
                       ----                                     ----                      ----   ----

    Income before
     applicable income
     taxes                $                                  -                        $116,902         $          -             $193,176

    Taxes                 -                                    42,085                                -                  69,543
                        ---                                    ------                           ---                  ------

    Net income                                         $68,777                          $74,817              $97,662              $123,633

    Diluted shares                                 162,510,616                      197,258,209          162,483,315           197,018,018

    Diluted EPS                                          $0.42                            $0.38                $0.60                 $0.63

    Schedule 2

    Vantiv, Inc.

    Pro Forma Adjusted Net Income

    (Unaudited)

    (in thousands, except share data)


                                                                                                                                             Three Months Ended June 30,                                % Change                                Six Months Ended June 30,                                 % Change
                                                                                                                                                                                                        --------                                                                                          --------

                                                                                                                                        2017                                        2016                                                       2017                                      2016
                                                                                                                                        ----                                        ----                                                       ----                                      ----

                                                                                                                                                   (in thousands)                                                                                     (in thousands)

    Income before applicable income taxes                                                                                                            $120,561                                                     $116,902                                         3%                                      $161,029                                                     $193,176                                      (17)%

    Non-GAAP Adjustments:

    Transition, acquisition and integration costs(1)                                                                                  13,236                                        12,408                                             7%                      62,770                                         19,571                                        221%

    Share-based compensation(2)                                                                                                       10,881                                         7,940                                            37%                      21,461                                         16,292                                         32%

    Intangible amortization(3)                                                                                                        54,294                                        47,242                                            15%                     106,200                                         94,907                                         12%

    Non-operating expenses(4)                                                                                                          3,411                                         4,664                                          (27)%                       7,535                                         10,316                                       (27)%
                                                                                                                                       -----                                         -----                                                                      -----                                         ------

    Non-GAAP Adjusted Income Before Applicable Taxes                                                                                 202,383                                       189,156                                             7%                     358,995                                        334,262                                          7%

    Less: Pro Forma Adjustments

    Income tax expense(5)                                                                                                             68,810                                        68,096                                             1%                     122,058                                        120,334                                          1%

    Tax adjustments(6)                                                                                                              (31,579)                                     (18,070)                                           75%                    (63,157)                                      (36,140)                                        75%
                                                                                                                                     -------                                       -------                                                                    -------                                        -------

    Total pro forma tax expense                                                                                                       37,231                                        50,026                                          (26)%                      58,901                                         84,194                                       (30)%

    Pro forma tax rate                                                                                                                   18%                                          26%                                                                       16%                                           25%


    Other(7)                                                                                                                             428                                           692                                          (38)%                         684                                          1,227                                       (44)%
                                                                                                                                         ---                                           ---                                                                        ---                                          -----

    Pro forma adjusted net income                                                                                                                    $164,724                                                     $138,438                                        19%                                      $299,410                                                     $248,841                                        20%
                                                                                                                                                     ========                                                     ========                                                                                 ========                                                     ========


    Pro forma adjusted net income per share                                                                                                             $0.83                                                        $0.70                                        19%                                         $1.52                                                        $1.26                                        21%

    Adjusted shares outstanding                                                                                                                   197,553,442                                                  197,258,209                                                                              197,526,141                                                  197,018,018


    Non-GAAP and Pro Forma Financial Measures
    -----------------------------------------

    This schedule presents non-GAAP and pro forma financial measures, which are important financial performance measures for the Company, but are not financial measures as defined by GAAP.  Such financial measures should not be considered as alternatives to GAAP, and such measures may not be comparable to those reported by other companies.

    _____________________

    Pro forma adjusted net income is derived from GAAP income before applicable income taxes and adjusted for the following items described below:

    (1) Represents acquisition and integration costs incurred in connection with our acquisitions, charges related to employee termination benefits and other transition activities. Transition, acquisition and integration costs for the three months ended June 30, 2017 and 2016 include $4,976 and $3,487 in Other operating costs, respectively and $8,260 and $8,921 in General and administrative ("G&A"), respectively. Transition, acquisition and integration
     costs for the six months ended June 30, 2017 and 2016 include $8,239 and $5,975 in Other operating costs, respectively and $54,531 and $13,596 in General and administrative ("G&A"), respectively. Included in Transition, acquisition and integration costs in the six months ended June 30, 2017 is a $38 million charge to G&A related to a settlement agreement stemming from legacy litigation of an acquired company.

    (2) Share-based compensation is recorded in G&A.

    (3) Represents amortization of intangible assets acquired through business combinations and customer portfolio and related asset acquisitions.

    (4) Non-operating expenses for the three and six months ended June 30, 2017 and 2016 primarily relate to the change in the fair value of a TRA entered into as part of the acquisition of Mercury.

    (5) Represents adjusted income tax expense to reflect an effective tax rate of 34.0% for 2017 and 36.0% for 2016, respectively, assuming the conversion of the Class B units of Vantiv Holding into shares of Class A common stock, including the tax effect of adjustments described above. The 2017 effective tax rate includes the impact of the excess tax benefits relating to stock compensation as a result of the Company adopting new stock compensation
     accounting guidance on January 1, 2017 which requires those benefits to be recorded in income tax expense. The effective tax rate is expected to remain at 34.0% for the remainder of 2017.

    (6) Represents tax benefits due to the amortization of intangible assets and other tax attributes resulting from or acquired with our acquisitions, and to the tax basis step up associated with our separation from Fifth Third Bank and the purchase or exchange of Class B units of Vantiv Holding, net of payment obligations under tax receivable agreements.

    (7) Represents the non-controlling interest, net of pro forma income tax expense discussed in (5) above, associated with a consolidated joint venture.

    Schedule 3

    Vantiv, Inc.

    Segment Information

    (Unaudited) (in thousands)


    Merchant Services
    -----------------


                                          Three Months Ended June 30,

                                      2017                          2016         % Change
                                      ----                          ----         --------

    Total revenue                                $886,675                                   $762,593         16%

    Network fees and other costs   437,532                               374,820                       17%
                                   -------                               -------                       ---

    Net revenue                    449,143                               387,773                       16%

    Sales and marketing            162,647                               139,108                       17%


    Segment profit                               $286,496                                   $248,665         15%
                                                 ========                                   ========         ===


    Non-financial data:

    Transactions (in millions)       5,673                                 5,156                       10%

    Net revenue per transaction                   $0.0792                                    $0.0752          5%



                                           Six Months Ended June 30,

                                      2017                          2016         % Change
                                      ----                          ----         --------

    Total revenue                              $1,698,711                                 $1,457,173         17%

    Network fees and other costs   863,676                               728,154                       19%
                                   -------                               -------                       ---

    Net revenue                    835,035                               729,019                       15%

    Sales and marketing            311,606                               268,444                       16%
                                   -------                               -------                       ---

    Segment profit                               $523,429                                   $460,575         14%
                                                 ========                                   ========         ===


    Non-financial data:

    Transactions (in millions)      11,014                                10,003                       10%

    Net revenue per transaction                   $0.0758                                    $0.0729          4%



    Financial Institution Services
    ------------------------------


                                          Three Months Ended June 30,

                                      2017                          2016         % Change
                                      ----                          ----         --------

    Total revenue                                $112,089                                   $128,624       (13)%

    Network fees and other costs    31,201                                35,916                     (13)%
                                    ------                                ------                      ----

    Net revenue                     80,888                                92,708                     (13)%

    Sales and marketing              5,616                                 5,736                      (2)%
                                     -----                                 -----                       ---

    Segment profit                                $75,272                                    $86,972       (13)%
                                                  =======                                    =======        ====


    Non-financial data:

    Transactions (in millions)         914                                 1,027                     (11)%

    Net revenue per transaction                   $0.0885                                    $0.0903        (2)%



                                           Six Months Ended June 30,

                                      2017                          2016         % Change
                                      ----                          ----         --------

    Total revenue                                $228,255                                   $252,667       (10)%

    Network fees and other costs    63,149                                69,995                     (10)%
                                    ------                                ------                      ----

    Net revenue                    165,106                               182,672                     (10)%

    Sales and marketing             11,697                                12,038                      (3)%
                                    ------                                ------                       ---

    Segment profit                               $153,409                                   $170,634       (10)%
                                                 ========                                   ========        ====


    Non-financial data:

    Transactions (in millions)       1,848                                 2,000                      (8)%

    Net revenue per transaction                   $0.0893                                    $0.0913        (2)%

    Schedule 4

    Vantiv, Inc.

    Condensed Consolidated Statements of Financial Position

    (Unaudited) (in thousands)


                                                                               June 30, 2017            December 31, 2016
                                                                               -------------            -----------------

    Assets

    Current assets:

    Cash and cash equivalents                                                                  $119,916                        $139,148

    Accounts receivable-net                                                          880,289                         940,052

    Related party receivable                                                           1,830                           1,751

    Settlement assets                                                                144,964                         152,490

    Prepaid expenses                                                                  54,925                          39,229

    Other                                                                             38,059                          15,188
                                                                                      ------                          ------

    Total current assets                                                           1,239,983                       1,287,858


      Customer incentives                                                             65,426                          67,288

      Property, equipment and software-net                                           465,846                         348,553

      Intangible assets-net                                                          762,520                         787,820

      Goodwill                                                                     4,163,798                       3,738,589

      Deferred taxes                                                                 721,187                         771,139

      Other assets                                                                    26,099                          42,760
                                                                                                                     ------

    Total assets                                                                             $7,444,859                      $7,044,007
                                                                                             ==========                      ==========


    Liabilities and equity

    Current liabilities:

    Accounts payable and accrued expenses                                                      $499,550                        $471,979

    Related party payable                                                              3,375                           3,623

    Settlement obligations                                                           834,686                         801,381

    Current portion of note payable                                                  131,119                         131,119

    Current portion of tax receivable agreement obligations to related parties       242,143                         191,014

    Current portion of tax receivable agreement obligations                           54,258                          60,400

    Deferred income                                                                   18,731                           7,907

    Current maturities of capital lease obligations                                    8,672                           7,870

    Other                                                                              6,961                          13,719
                                                                                       -----                          ------

    Total current liabilities                                                      1,799,495                       1,689,012

    Long-term liabilities:

    Note payable                                                                   3,384,351                       3,089,603

    Tax receivable agreement obligations to related parties                          288,030                         451,318

    Tax receivable agreement obligations                                              39,895                          86,640

    Capital lease obligations                                                          8,863                          13,223

    Deferred taxes                                                                    94,615                          62,148

    Other                                                                             49,107                          44,774
                                                                                      ------                          ------

    Total long-term liabilities                                                    3,864,861                       3,747,706

    Total liabilities                                                              5,664,356                       5,436,718


    Commitments and contingencies

    Equity:

    Total equity(1)                                                                1,780,503                       1,607,289

    Total liabilities and equity                                                             $7,444,859                      $7,044,007
                                                                                             ==========                      ==========


    (1) Includes equity attributable to non-controlling interests.

    Schedule 5

    Vantiv, Inc.

    Consolidated Statements of Cash Flows

    (Unaudited) (in thousands)


                                                    Six Months Ended June 30,

                                                 2017                     2016
                                                 ----                     ----

    Operating Activities:

    Net income                                           $122,155                        $130,909

    Adjustments to reconcile net
     income to net cash provided
     by operating activities:

     Depreciation
     and
     amortization
     expense                                  154,464                            133,464

     Amortization
     of
     customer
     incentives                                12,975                             12,581

     Amortization
     of debt
     issuance
     costs                                      2,308                              3,237

    Share-
     based
     compensation
     expense                                   21,461                             16,292

    Deferred
     taxes                                     40,500                             32,400

    Excess tax
     benefit
     from
     share-
     based
     compensation                                   -                           (8,067)

    Tax
     receivable
     agreements
     non-cash
     items                                      7,553                             10,252

    Other                                       1,284                                382

    Change in operating assets
     and liabilities:

    Accounts
     receivable
     and
     related
     party
     receivable                                65,591                           (41,879)

    Net
     settlement
     assets
     and
     obligations                               40,831                           (31,082)

    Customer
     incentives                              (13,585)                          (23,343)

    Prepaid
     and other
     assets                                  (33,989)                           (1,695)

    Accounts
     payable
     and
     accrued
     expenses                                  28,773                             17,867

    Payable to
     related
     party                                      (248)                           (1,304)

    Other
     liabilities                             (15,155)                           (1,528)


    Net cash
     provided
     by
     operating
     activities                               434,918                            248,486
                                              -------                            -------

    Investing Activities:

    Purchases
     of
     property
     and
     equipment                               (58,901)                          (62,883)

     Acquisition
     of
     customer
     portfolios
     and
     related
     assets
     and other                               (19,570)                             (883)

    Purchase
     of
     derivative
     instruments                                    -                          (21,523)

      Cash used
       in
       acquisitions,
       net of
       cash
       acquired                             (531,534)                                 -
                                             --------                                ---

    Net cash
     used in
     investing
     activities                             (610,005)                          (85,289)
                                             --------                            -------

    Financing Activities:

    Borrowings
     on
     revolving
     credit
     facility                               3,051,000                            855,000

    Repayment
     of
     revolving
     credit
     facility                             (2,693,000)                          (855,000)

    Repayment
     of debt
     and
     capital
     lease
     obligations                             (70,228)                          (69,521)

    Payment of
     debt
     issuance
     costs                                    (1,098)                                 -

    Proceeds
     from
     issuance
     of Class
     A common
     stock
     under
     employee
     stock
     plans                                     10,096                              8,538

    Repurchase
     of Class A
     common
     stock (to
     satisfy
     tax
     withholding
     obligations)                             (5,691)                           (5,784)

    Settlement
     of certain
     tax
     receivable
     agreements                              (68,804)                          (41,163)

    Payments
     under tax
     receivable
     agreements                              (55,695)                          (53,474)

    Excess tax
     benefit
     from
     share-
     based
     compensation                                   -                             8,067

     Distributions
     to non-
     controlling
     interests                               (10,725)                           (4,220)

    Other                                           -                              (12)

    Net cash
     provided
     by (used
     in)
     financing
     activities                               155,855                          (157,569)
                                              -------                           --------

    Net
     (decrease)
     increase
     in cash
     and cash
     equivalents                             (19,232)                             5,628

    Cash and
     cash
     equivalents-
     Beginning
     of period                                139,148                            197,096

    Cash and
     cash
     equivalents-
     End of
     period                                              $119,916                        $202,724
                                                         ========                        ========

    Cash Payments:

    Interest                                              $56,587                         $50,814

    Taxes                                      20,995                             13,443

    Schedule 6

    Vantiv, Inc.

    Reconciliation of GAAP Net Income to Adjusted EBITDA

    (Unaudited) (in thousands)


                                                                                                                 Three Months Ended June 30,                         %  Change                         Six Months Ended June 30,                          %  Change


                                                                                                                   2017                        2016                                       2017                         2016
                                                                                                                   ----                        ----                                       ----                         ----

    Net income                                                                                                               $86,854                                                  $78,461                                         11%                                  $122,155                                                 $130,909                                        (7)%

    Income tax expense                                                                                           33,707                                    38,441                                      (12)%                       38,874                                     62,267                                       (38)%

    Non-operating expenses(1)                                                                                     3,411                                     4,664                                      (27)%                        7,535                                     10,316                                       (27)%

    Interest expense-net                                                                                         29,750                                    26,118                                        14%                       58,920                                     53,847                                          9%

    Share-based compensation                                                                                     10,881                                     7,940                                        37%                       21,461                                     16,292                                         32%

    Transition, acquisition and integration costs(2)                                                             13,236                                    12,408                                         7%                       62,770                                     19,571                                        221%

    Depreciation and amortization                                                                                78,378                                    65,234                                        20%                      154,464                                    133,464                                         16%
                                                                                                                 ------                                    ------                                                                 -------                                    -------

    Adjusted EBITDA                                                                                                         $256,217                                                 $233,266                                         10%                                  $466,179                                                 $426,666                                          9%
                                                                                                                            ========                                                 ========                                                                              ========                                                 ========


    Non-GAAP Financial Measures
    ---------------------------

    This schedule presents adjusted EBITDA, which is an important financial performance measure for the Company, but is not a financial measure as defined by GAAP.  Such financial measure should not be considered as an alternative to GAAP net income, and such measure may not be comparable to those reported by other companies.

    ________________________

    (1) Non-operating expenses for the three and six months ended June 30, 2017 and 2016 primarily relate to the change in fair value of a TRA entered into as part of the acquisition of Mercury.

    (2) Represents acquisition and integration costs incurred in connection with our acquisitions, charges related to employee termination benefits and other transition activities.  Included in Transition, acquisition and integration costs in the six months ended June 30, 2017 is a $38 million charge related to a settlement agreement stemming from legacy litigation of an acquired company.

    Schedule 7

    Vantiv, Inc.

    Outlook Summary

    (Unaudited)


                                                                                                   Third Quarter Financial Outlook                                                         Full Year Financial Outlook
                                                                                                 -------------------------------                                                      ---------------------------

                                                                                           Three Months Ended September 30,                                                                       Year Ended December 31,

                                                                                                     2017 Outlook                                          2016 Actual                              % Change                              2017 Outlook                             2016 Actual                    % Change
                                                                                                     ------------                                          -----------                              --------                              ------------                             -----------                    --------

    GAAP net income per share                                                                                   $0.41 - $0.43                                               $0.41                                                                    $1.31 - $1.36                         $1.32
    attributable to Vantiv, Inc.
                                                                                                                                                                                                    0% - 5%                                                                                                    (1%) - 3%

    Adjustments to reconcile GAAP                                                                                       $0.47                                                $0.30                                                                            $2.00                          $1.41
    to non-GAAP pro forma adjusted net
    income per share(1)                                                                                                                                                                     57%                                                                                                           42%

    Pro forma adjusted net income per                                                                           $0.88 - $0.90                                               $0.71                                                                    $3.31 - $3.36                         $2.73
    share
                                                                                                                                                                                                  24% - 27%                                                                                                    21% - 23%



    Non-GAAP and Pro Forma Financial Measures
    -----------------------------------------

    This schedule presents non-GAAP and pro forma financial measures, which are important financial performance measures for the Company, but are not financial measures as defined by GAAP.  Such financial measures should not be considered as alternatives to GAAP, and such measures may not be comparable to those reported by
     other companies.

    _____________________________

    (1) Represents adjustments for the following items: (a) acquisition and integration costs incurred in connection with our acquisitions, charges related to employee termination benefits and other transition activities, the full year 2017 financial outlook includes a $38 million charge recorded in March 2017 related to a
     settlement agreement stemming from legacy litigation of an acquired company; (b) share-based compensation;  (c) amortization of intangible assets acquired in business combinations and customer portfolio and related asset acquisitions;  (d) non-operating expense primarily associated with the change in fair value of a
     TRA entered into as part of the acquisition of Mercury; (e) non-controlling interest; (f) adjustments to income tax expense to reflect an effective tax rate of 34.0% for the three months ended September 30, 2017 and year ended December 31, 2017, which includes the impact of excess tax benefits relating to stock
     compensation as a result of the Company adopting new stock compensation accounting guidance on January 1, 2017 which requires those benefits be recorded in income tax expense and 36.0% for the three months ended September 30, 2016 and year ended December 31, 2016, assuming conversion of the Fifth Third Bank non-
     controlling interests into shares of Class A common stock, including the tax effect of adjustments described above; and (g) tax benefits due to the amortization of intangible assets and other tax attributes resulting from or acquired with our acquisitions, and to the tax basis step up associated with our separation from
     Fifth Third Bank and the purchase or exchange of Class B units of Vantiv Holding, net of payment obligations under tax receivable agreements.

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SOURCE Vantiv, Inc.