Vantiv Reports Third Quarter 2017 Results

CINCINNATI, Oct. 26, 2017 /PRNewswire/ -- Vantiv, Inc. (NYSE: VNTV) ("Vantiv" or the "company") today announced financial results for the third quarter ended September 30, 2017. Total revenue increased 13% to $1,033.8 million as compared to $914.0 million in the prior year period. Net revenue increased 13% to $554.2 million as compared to $490.7 million in the prior year period. On a GAAP basis, net income per diluted share attributable to Vantiv, Inc. increased 39% to $0.57 as compared to $0.41 in the prior year period. Pro forma adjusted net income per share increased 27% to $0.90 as compared to $0.71 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.)

"We had a great quarter, which demonstrates our people's ability to execute and to stay focused on our clients while strategically transforming the company," said Charles Drucker, president and chief executive officer at Vantiv. "We are investing in high growth segments of the market, including our combination with Worldpay, which will position us as a global acquirer with a leading position in eCommerce."

Merchant Services

Merchant Services net revenue increased 16% to $468.8 million in the third quarter as compared to $404.4 million in the prior year period, primarily due to a 9% increase in transactions and a 6% increase in net revenue per transaction. On an organic basis, Merchant Services net revenue grew high single digits in the third quarter as compared to the prior year period. Sales and marketing expenses increased 14% to $168.0 million in the third quarter as compared to $147.7 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 1% to $85.5 million in the third quarter as compared to $86.2 million in the prior year period. The decrease in net revenue was primarily due to the de-conversion of a major client. Sales and marketing expenses increased 3% to $5.8 million in the third quarter as compared to $5.6 million in the prior year period. (See Schedule 3 for segment information.)

Operating Expenses

Other operating costs increased 10% on a GAAP basis to $79.5 million in the third quarter as compared to $72.2 million in the prior year period. When excluding transition, acquisition and integration costs of $2.6 million, Other operating costs increased 9% on a pro forma basis to $76.9 million in the third quarter as compared to $70.4 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 22% on a GAAP basis to $49.6 million in the third quarter as compared to $40.7 million in the prior year period. When excluding transition, acquisition and integration costs of $2.5 million as well as share-based compensation of $13.6 million, General and administrative expenses increased 11% on a pro forma basis to $33.5 million in the third quarter as compared to $30.1 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

Reflecting strong operating leverage and expense control, Adjusted EBITDA increased 14% to $270.1 million or 48.7% of net revenue in the third quarter as compared to $236.9 million or 48.3% of net revenue 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 25% on a GAAP basis to $82.5 million in the third quarter as compared to $66.1 million in the prior year period. Excluding intangible amortization of $55.3 million, depreciation and amortization expense increased 49% on a pro forma basis to $27.2 million in the third quarter as compared to $18.3 million in the prior year period, primarily due to recent acquisitions. (See Schedule 1 for GAAP financial measures and Schedule 2 for non-GAAP and pro forma adjustments.)

Full-Year and Fourth Quarter Financial Outlook

Based on the current level of transactions and trends, for the full-year 2017, net revenue is expected to be $2,110 to $2,120 million, representing an increase of 11% above the prior year. On a GAAP basis, net income per diluted share attributable to Vantiv, Inc. is expected to be $1.42 - $1.47 for the full-year 2017. Pro forma adjusted net income per share is expected to be $3.34 - $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 fourth quarter of 2017, net revenue is expected to be $556 to $566 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 $0.24 - $0.30 for the fourth quarter of 2017. Pro forma adjusted net income per share is expected to be $0.94 - $0.96 for the fourth 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 third quarter financial results today at 8:00 a.m. ET. The conference call can be accessed live over the phone by dialing (800) 479-9001, or for international callers (719) 457-2715, and referencing code 7650623. A replay will be available approximately two hours after the call concludes and can be accessed by dialing (866) 375-1919, or for international callers (719) 457-0820, and entering replay passcode 7650623. 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 September 30,                     %             Nine Months Ended September 30,         %
                                                                                                Change                                                Change
                                                                                                ------                                                ------

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

    Total revenue                                           $1,033,765                                 $914,019                                   13%        $2,960,731            $2,623,859 13%

    Network fees and other costs                479,533                                 423,361                       13%                   1,406,358          1,221,510       15%
                                                -------                                 -------                                             ---------          ---------

    Net revenue(1)                              554,232                                 490,658                       13%                   1,554,373          1,402,349       11%

    Sales and marketing                         173,779                                 153,248                       13%                     497,082            433,730       15%

    Other operating costs                        79,482                                  72,162                       10%                     234,347            219,464        7%

    General and administrative                   49,607                                  40,727                       22%                     189,632            133,831       42%

    Depreciation and amortization                82,500                                  66,086                       25%                     236,964            199,550       19%
                                                 ------                                  ------                                               -------            -------

    Income from operations                      168,864                                 158,435                        7%                     396,348            415,774      (5)%

    Interest expense-net                       (38,521)                               (27,474)                      40%                    (97,441)          (81,321)      20%

    Non-operating income (expenses)(2)           21,207                                 (4,633)                       NM                      13,672           (14,949)       NM
                                                 ------                                  ------                                                ------            -------

    Income before applicable income taxes       151,550                                 126,328                       20%                     312,579            319,504      (2)%

    Income tax expense(3)                        44,645                                  39,324                       14%                      83,519            101,591     (18)%
                                                 ------                                  ------                                                ------            -------

    Net income                                  106,905                                  87,004                       23%                     229,060            217,913        5%

    Less: Net income attributable to non-      (14,787)                               (20,708)                    (29)%                    (39,280)          (52,552)    (25)%
    controlling interests

    Net income attributable to Vantiv, Inc.                    $92,118                                  $66,296                                   39%          $189,780              $165,361 15%
                                                               =======                                  =======                                                ========              ========


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

    Basic                                                        $0.57                                    $0.43                                   33%             $1.18                 $1.06 11%

    Diluted(4)                                                   $0.57                                    $0.41                                   39%             $1.17                 $1.04 13%

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

    Basic                                   161,465,849                             155,740,660                                           161,205,066        155,603,265

    Diluted                                 162,882,396                             197,342,169                                           162,617,782        197,126,571


    Non Financial Data:

    Transactions (in millions)                    6,550                                   6,270                        4%                      19,412             18,273        6%

_______________

    (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 income for the three and
     nine months ended September 30, 2017
     consists of an unrealized gain of
     approximately $24.4 million relating to the
     change in fair value of a deal contingent
     forward entered into in connection with the
     pending Worldpay Group plc ("Worldpay")
     acquisition, partially offset by the change
     in fair value of a tax receivable agreement
     ("TRA") entered into as part of the
     acquisition of Mercury. Non-operating
     expenses for the three and nine months ended
     September 30, 2016 primarily relate to the
     change in fair value of a TRA entered into
     as part of the acquisition of Mercury.

    (3) Includes a credit of approximately $1.9
     million and $16.0 million for the three and
     nine months ended September 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 months and nine months ended September
     30, 2017, approximately 23.6 million and
     31.2 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 months and nine
     months ended September 30, 2017. The
     components of the diluted net income per
     share calculation are as follows:

                                              Three Months Ended September 30,     Nine Months Ended September 30,

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

    Income before applicable income taxes    $                                  -               $126,328                $          -        $319,504

    Taxes                                                                       -                 45,478                           -         115,021
                                                                              ---                 ------                         ---         -------

    Net income                                                            $92,118                 $80,850                    $189,780         $204,483

    Diluted shares                                                    162,882,396             197,342,169                 162,617,782      197,126,571

    Diluted EPS                                                             $0.57                   $0.41                       $1.17            $1.04


    Schedule 2
    Vantiv, Inc.
    Pro Forma Adjusted Net Income
    (Unaudited)
    (in thousands, except share data


                                                        Three Months Ended September 30,                    %               Nine Months Ended September 30,    %
                                                                                                         Change                                             Change
                                                                                                         ------                                             ------

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

                                                               (in thousands)                                                  (in thousands)

    Income before applicable income taxes                            $151,550                                   $126,328                                20%       $312,579          $319,504 (2)%

    Non-GAAP Adjustments:

    Transition, acquisition and integration costs(1)       5,116                                   2,761                    85%                      67,886          22,332    204%

    Share-based compensation(2)                           13,607                                   9,600                    42%                      35,068          25,892     35%

    Intangible amortization(3)                            55,280                                  47,797                    16%                     161,480         142,704     13%

    Non-operating (income) expenses(4)                  (21,207)                                  4,633                     NM                    (13,672)         14,949      NM
                                                         -------                                   -----                                            -------          ------

        Non-GAAP Adjusted Income                         204,346                                 191,119                     7%                     563,341         525,381      7%
        Before Applicable Taxes

    Less: Pro Forma Adjustments

    Income tax expense(5)                                 69,478                                  68,803                     1%                     191,536         189,137      1%

    Tax adjustments(6)                                  (33,564)                               (18,902)                   78%                    (96,721)       (55,042)    76%
                                                         -------                                 -------                                            -------         -------

    Total pro forma tax expense                           35,914                                  49,901                  (28)%                      94,815         134,095   (29)%

    Pro forma tax rate                                       18%                                    26%                                               17%            26%



    Other(7)                                                 459                                     354                    30%                       1,143           1,581   (28)%
                                                             ---                                     ---                                              -----           -----

    Pro forma adjusted net income                                    $167,973                                   $140,864                                19%       $467,383          $389,705  20%
                                                                     ========                                   ========                                          ========          ========


    Pro forma adjusted net income per share                             $0.90                                      $0.71                                27%          $2.41             $1.98  22%

    djusted shares outstanding                       186,524,461                             197,342,169                                        193,860,354     197,126,571

    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
     September 30, 2017 and 2016 include $2,609
     and $1,769 in Other operating costs,
     respectively and $2,507 and $992 in General
     and administrative ("G&A"), respectively.
     Transition, acquisition and integration
     costs for the nine months ended September
     30, 2017 and 2016 include $10,846 and $7,744
     in Other operating costs, respectively and
     $57,040 and $14,588 in G&A, respectively.
     Included in Transition, acquisition and
     integration costs in the nine months ended
     September 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 income for the three and
     nine months ended September 30, 2017
     consists of an unrealized gain of
     approximately $24.4 million relating to the
     change in fair value of a deal contingent
     forward entered into in connection with the
     pending Worldpay acquisition, partially
     offset by the change in fair value of a TRA
     entered into as part of the acquisition of
     Mercury. Non-operating expenses for the
     three and nine months ended September 30,
     2016 primarily relate to the change in 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 September 30,

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

    Total revenue                                  $916,630                                     $793,860        15%

    Network fees and other costs     447,863                                 389,448                       15%
                                     -------                                 -------                       ---

    Net revenue                      468,767                                 404,412                       16%

    Sales and marketing              168,022                                 147,663                       14%


    Segment profit                                 $300,745                                     $256,749        17%
                                                   ========                                     ========        ===


    Non-financial data:

    Transactions (in millions)         5,702                                   5,241                        9%

    Net revenue per transaction                     $0.0822                                      $0.0772         6%


                                          Nine Months Ended September 30,

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

    Total revenue                                $2,615,341                                   $2,251,033        16%

    Network fees and other costs   1,311,539                               1,117,602                       17%
                                   ---------                               ---------                       ---

    Net revenue                    1,303,802                               1,133,431                       15%

    Sales and marketing              479,628                                 416,107                       15%
                                     -------                                 -------                       ---

    Segment profit                                 $824,174                                     $717,324        15%
                                                   ========                                     ========        ===


    Non-financial data:

    Transactions (in millions)        16,716                                  15,244                       10%

    Net revenue per transaction                     $0.0780                                      $0.0744         5%



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

                                         Three Months Ended September 30,

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

    Total revenue                                  $117,135                                     $120,159       (3)%

    Network fees and other costs      31,670                                  33,913                      (7)%
                                      ------                                  ------                       ---

    Net revenue                       85,465                                  86,246                      (1)%

    Sales and marketing                5,757                                   5,585                        3%
                                       -----                                   -----                       ---

    Segment profit                                  $79,708                                      $80,661       (1)%
                                                    =======                                      =======        ===


    Non-financial data:

    Transactions (in millions)           848                                   1,029                     (18)%

    Net revenue per transaction                     $0.1008                                      $0.0838        20%


                                          Nine Months Ended September 30,

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

    Total revenue                                  $345,390                                     $372,826       (7)%

    Network fees and other costs      94,819                                 103,908                      (9)%
                                      ------                                 -------                       ---

    Net revenue                      250,571                                 268,918                      (7)%

    Sales and marketing               17,454                                  17,623                      (1)%
                                      ------                                  ------                       ---

    Segment profit                                 $233,117                                     $251,295       (7)%
                                                   ========                                     ========        ===


    Non-financial data:

    Transactions (in millions)         2,696                                   3,029                     (11)%

    Net revenue per transaction                     $0.0929                                      $0.0888         5%

    Schedule 4

    Vantiv, Inc.

    Condensed Consolidated Statements of Financial Position

    (Unaudited)

    (in thousands)


                                                                               September 30, 2017            December 31, 2016
                                                                               ------------------            -----------------

    Assets

    Current assets:

    Cash and cash equivalents                                                                        $92,638                         $139,148

    Accounts receivable-net                                                               899,389                          940,052

    Related party receivable                                                                1,639                            1,751

    Settlement assets                                                                     135,043                          152,490

    Prepaid expenses                                                                       48,073                           39,229

    Other                                                                                 118,664                           15,188
                                                                                          -------                           ------

        Total current assets                                                            1,295,446                        1,287,858


      Customer incentives                                                                  64,023                           67,288

      Property, equipment and software-net                                                470,308                          348,553

      Intangible assets-net                                                               732,431                          787,820

      Goodwill                                                                          4,180,307                        3,738,589

      Deferred taxes                                                                    1,322,679                          771,139

      Other assets                                                                         24,740                           42,760
                                                                                                                           ------

    Total assets                                                                                  $8,089,934                       $7,044,007
                                                                                                  ==========                       ==========


    Liabilities and equity

    Current liabilities:

    Accounts payable and accrued expenses                                                           $528,473                         $471,979

    Related party payable                                                                   3,037                            3,623

    Settlement obligations                                                                788,261                          801,381

    Current portion of note payable                                                       140,654                          131,119

    Current portion of tax receivable agreement obligations to related parties            261,844                          191,014

    Current portion of tax receivable agreement obligations                                54,798                           60,400

    Deferred income                                                                        19,349                            7,907

    Current maturities of capital lease obligations                                         8,000                            7,870

    Other                                                                                   6,790                           13,719
                                                                                            -----                           ------

        Total current liabilities                                                       1,811,206                        1,689,012

    Long-term liabilities:

    Note payable                                                                        4,591,619                        3,089,603

    Tax receivable agreement obligations to related parties                               876,434                          451,318

    Tax receivable agreement obligations                                                   42,510                           86,640

    Capital lease obligations                                                               6,666                           13,223

    Deferred taxes                                                                         98,097                           62,148

    Other                                                                                  46,297                           44,774
                                                                                           ------                           ------

        Total long-term liabilities                                                     5,661,623                        3,747,706

    Total liabilities                                                                   7,472,829                        5,436,718


    Commitments and contingencies

    Equity:

    Total equity(1)                                                                       617,105                        1,607,289

    Total liabilities and equity                                                                  $8,089,934                       $7,044,007
                                                                                                  ==========                       ==========

_______________

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

    Schedule 5

    Vantiv, Inc.

    Consolidated Statements of Cash Flows

    (Unaudited)

    (in thousands)


                                                                                            Nine Months Ended September 30,

                                                                                             2017                     2016
                                                                                             ----                     ----

    Operating Activities:

    Net income                                                                                       $229,060                           $217,913

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

    Depreciation and amortization expense                                                 236,964                               199,550

    Amortization of customer incentives                                                    18,648                                18,508

    Amortization of debt issuance costs                                                     3,941                                 4,818

    Unrealized gain on deal contingent forward                                           (24,365)                                    -

    Share-based compensation expense                                                       35,068                                25,892

    Deferred taxes                                                                         60,000                                49,900

    Excess tax benefit from share-based compensation                                            -                             (11,193)

    Tax receivable agreements non-cash items                                               10,708                                14,880

    Other                                                                                   2,304                                   433

    Change in operating assets and liabilities:

    Accounts receivable and related party receivable                                       46,682                              (67,938)

    Net settlement assets and obligations                                                   4,327                              (16,558)

    Customer incentives                                                                  (17,703)                             (30,808)

    Prepaid and other assets                                                             (82,916)                                6,183

    Accounts payable and accrued expenses                                                  22,924                                24,859

    Payable to related party                                                                (586)                              (1,331)

    Other liabilities                                                                    (17,390)                              (4,713)


        Net cash provided by operating activities                                         527,666                               430,395
                                                                                          -------                               -------

    Investing Activities:

    Purchases of property and equipment                                                  (81,882)                             (93,822)

    Acquisition of customer portfolios and related assets and other                      (38,165)                              (2,179)

    Purchase of derivative instruments                                                          -                             (21,523)

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

        Net cash used in investing activities                                           (651,581)                            (117,524)
                                                                                         --------                              --------

    Financing Activities:

    Proceeds from issuance of long-term debt                                            1,270,000                                     -

    Borrowings on revolving credit facility                                             5,405,000                             1,180,000

    Repayment of revolving credit facility                                            (5,046,000)                           (1,180,000)

    Repayment of debt and capital lease obligations                                     (107,969)                             (98,019)

    Payment of debt issuance costs                                                       (24,148)                                    -

    Proceeds from issuance of Class A common stock under employee stock plans              10,847                                12,340

    Purchase and cancellation of Class A common stock                                 (1,268,057)                              (25,008)

    Repurchase of Class A common stock (to satisfy tax withholding obligations)           (9,187)                              (6,036)

    Settlement of certain tax receivable agreements                                      (84,878)                            (158,115)

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

    Excess tax benefit from share-based compensation                                            -                               11,193

    Distributions to non-controlling interests                                           (12,508)                              (9,018)

    Other                                                                                       -                                 (12)

        Net cash provided by (used in) financing activities                                77,405                             (326,149)
                                                                                           ------                              --------

    Net decrease in cash and cash equivalents                                            (46,510)                             (13,278)

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

    Cash and cash equivalents-End of period                                                           $92,638                           $183,818
                                                                                                      =======                           ========

    Cash Payments:

    Interest                                                                                          $94,318                            $76,404

    Taxes                                                                                  31,585                                35,709

    Schedule 6

    Vantiv, Inc.

    Reconciliation of GAAP Net Income to Adjusted EBITDA

    (Unaudited)

    (in thousands)


                                                         Three Months Ended September 30,                %             Nine Months Ended September 30,        %
                                                                                                      Change                                               Change
                                                                                                      ------                                               ------

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

    Net income                                                           $106,905                             $87,004                                  23%        $229,060        $217,913  5%

    Income tax expense                                        44,645                           39,324                        14%                    83,519          101,591 (18)%

    Non-operating (income) expenses(1)                      (21,207)                           4,633                         NM                  (13,672)          14,949    NM

    Interest expense-net                                      38,521                           27,474                        40%                    97,441           81,321   20%

    Share-based compensation                                  13,607                            9,600                        42%                    35,068           25,892   35%

    Transition, acquisition and integration costs(2)           5,116                            2,761                        85%                    67,886           22,332  204%

    Depreciation and amortization                             82,500                           66,086                        25%                   236,964          199,550   19%
                                                              ------                           ------                                              -------          -------

    Adjusted EBITDA                                                      $270,087                            $236,882                                  14%        $736,266        $663,548 11%
                                                                         ========                            ========                                             ========        ========

    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 income for the three and
     nine months ended September 30, 2017
     consists of an unrealized gain of
     approximately $24.4 million relating to the
     change in fair value of a deal contingent
     forward entered into in connection with the
     pending Worldpay acquisition, partially
     offset by the change in fair value of a TRA
     entered into as part of the acquisition of
     Mercury. Non-operating expenses for the
     three and nine months ended September 30,
     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
     nine months ended September 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)


                                   Fourth Quarter Financial Outlook                            Full Year Financial Outlook

                                   Three Months Ended December 31,                                                                      Year Ended December 31,

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

    GAAP net income per share                                       $0.24 - $0.30        $0.29                                (17%) - 3%                                     $1.42 - $1.47        $1.32           8% - 11%
    attributable to Vantiv, Inc.

    Adjustments to reconcile GAAP                                   $0.70 - $0.66        $0.46                                 52% - 43%                                     $1.92 - $1.89        $1.41          36% - 34%
    to non-GAAP pro forma adjusted
    net income per share(1)

    Pro forma adjusted net income                                   $0.94 - $0.96        $0.75                                 25% - 28%                                     $3.34 - $3.36        $2.73          22% - 23%
    per share

    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 estimated ranges of
     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 income (expense) is
     primarily associated with the change in the
     fair value of a TRA entered into as part of
     the acquisition of Mercury and an unrealized
     gain of approximately $24.4 million through
     the nine months ended September 30, 2017
     relating to the change in fair value of a
     deal contingent forward entered into in
     connection with the pending Worldpay
     transaction, but excludes any estimate of
     unrealized gains or losses on the deal
     contingent forward for the period of October
     1 - December 31, 2017; (e) non-controlling
     interest; (f) adjustments to income tax
     expense to reflect an effective tax rate of
     34.0% for the three months 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 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.