Worldpay Reports Third Quarter 2018 Results

CINCINNATI and LONDON, Nov. 8, 2018 /PRNewswire/ -- Worldpay, Inc. (NYSE: WP, LSE: WPY) ("Worldpay" or the "Company") today announced financial results for the third quarter ended September 30, 2018. Worldpay, Inc. was formed on January 16, 2018 through Vantiv, Inc.'s previously announced acquisition of Worldpay Group plc. Net revenue for Worldpay, Inc. increased 84% to $1,017.9 million as compared to $554.2 million in Vantiv Inc.'s prior year period. Had the Vantiv Inc./Worldpay Group plc transaction closed on January 1, 2017, net revenue would have increased by 9% on a pro forma basis as compared to the prior year period. On a GAAP basis, net income per diluted share attributable to Worldpay, Inc. decreased 98% to $0.01 as compared to $0.57 in the prior year period. The GAAP decrease is primarily due to transition, acquisition and integration costs and intangible amortization incurred in connection with the Vantiv, Inc./Worldpay Group plc transaction. Adjusted net income per share increased 17% to $1.05 as compared to $0.90 in the prior year period. (See Schedule 1 for net income per diluted share attributable to Worldpay, Inc. and Schedule 2 for adjusted net income per share.)

"I am excited about the momentum that we are building in the marketplace as the newly combined Worldpay," said Charles Drucker, chairman and co-chief executive officer of Worldpay. "We are winning because we offer our clients a powerful value proposition that includes a unique combination of global reach, innovative technologies, and tailored solutions that differentiates us from our competitors."


            
              
                Worldpay, Inc. Third Quarter 2018 Results


            
              (unaudited)


            
              (in millions, except share data)

    ---

                                                                                  
            
            Three Months Ended


                                                                               September 30,                           September 30,         
      
            % Change        
     
              Pro Forma (2) 
         
     Pro Forma (2)
                                                                                        2018                                 2017 (1)                                           % Change                          Constant
                                                                                                                                                                                                               Currency
                                                                                                                                                                                                               % Change

                                                                                                                                                                                                                      ---




            Net revenue                                                                     $
            1,017.9                                       $
            554.2                       84%         9%                  9%



            Technology Solutions                                                      419.7                                           224.7                          87%                  17%        17%



            Merchant Solutions                                                        507.5                                           244.1                         108%                   4%         4%



            Issuer Solutions                                                           90.7                                            85.4                           6%                   4%         4%





            Adjusted EBITDA                                                                   $
            496.8                                 270.1                         84%



            Adj. EBITDA Margin                                                        48.8%                                          48.7%





            GAAP Net income attributable to Worldpay, Inc.                                      $
            2.8                                        $
            92.1                     (97)%



            GAAP Net income per diluted share attributable to                                  $
            0.01                                        $
            0.57                     (98)%
    Worldpay, Inc.





            Adjusted net income                                                               $
            330.8                                       $
            168.0                       97%



            Adjusted net income per share                                                      $
            1.05                                        $
            0.90                       17%


     
     (1)               2017 actuals include Vantiv, Inc.
                            results only.


            Illustrates what the combined
              results would have been had the
              Vantiv, Inc./Worldpay Group plc
              transaction closed on January 1,

     
     (2)  2017.

Adjusted EBITDA
Adjusted EBITDA was $496.8 million or 48.8% of net revenue in the third quarter, representing 10 basis points of margin expansion as compared to Vantiv, Inc. results on a stand-alone basis in the prior year period. Had the Vantiv, Inc./Worldpay Group plc transaction closed on January 1, 2017, Adjusted EBITDA margins would have expanded by 150 basis points on a pro forma basis over the prior year period.


              
                
                  Worldpay, Inc. Fourth Quarter and Full-Year Financial Outlook


              
                (in millions, except share data)

    ---

                                                                                                           Fourth Quarter Financial Outlook Full Year Financial Outlook



                                                                                                           Three Months Ended December 31,                              Year Ended December 31,


                                                                                                   
         
     2018 Outlook                                                 2017 Actual (2)         
     
                2018 Outlook (1)   2017 Actual (2)

                                                                                                                                                                                                                                              ---


              Net revenue                                                                                       
              $1,027 - $1,055                                                $569        
              $3,900 - $3,930           $2,123



              GAAP Net income (loss) per diluted share                                                            
              $0.06 - $0.20                                             $(0.37) 
     ($0.25) - ($0.09)                         $0.80
    attributable to Worldpay, Inc.



              Adjusted net income per share                                                                       
              $1.05 - $1.10                                               $0.97          
              $3.95 - $4.00            $3.37


              
                (1)              Combined company guidance
                                               excludes Worldpay Group plc
                                               net revenue and EPS
                                               contribution for the period
                                               from January 1, 2018 -January
                                               15, 2018, prior to the
                                               completion of its previously
                                               announced acquisition by
                                               Vantiv, Inc. on January 16,
                                               2018. Combined company
                                               guidance is based on an
                                               assumed exchange rate of U.S.
                                               dollar/pound sterling of
                                               $1.31.



              
                (2)              2017 actuals include Vantiv,
                                               Inc. results only.

ASC 606
Worldpay adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC 606"), effective January 1, 2018. Under ASC 606, Network fees and other costs are now netted against Revenue and no longer appear as an expense between Revenue and Net revenue as they were shown in prior periods. As a result, Revenue and Net revenue are now equivalent. This change in presentation reduces Revenue by the amount of Network fees and other costs to an amount equivalent to Net revenue, but has no impact on Net income, Adjusted net income, or Adjusted EBITDA.

Earnings Conference Call and Audio Webcast
The Company will host a conference call to discuss the third quarter 2018 financial results today at 8:00 a.m. ET. The conference call can be accessed live over the phone in the U.S. and Canada by dialing (866) 548-4713, in the U.K. by dialing 0800 358 6377, or for international callers +1 (323) 794-2093, and referencing code 5170010#. A replay will be available approximately two hours after the call concludes and can be accessed for the U.S. and Canada by dialing (888) 203-1112, in the U.K. by dialing 0808 101 1153, or for international callers +1 (719) 457-0820, and entering replay passcode 5170010#. The call will also be webcast live from the Company's investor relations website at http://investor.worldpay.com. Following completion of the call, a recorded replay of the webcast will be available on the website.

About Worldpay, Inc.
Worldpay, Inc. (NYSE: WP; LSE: WPY) is a leading payments technology company with unique capability to power global omni-commerce. With an integrated technology platform, Worldpay offers a comprehensive suite of products and services, delivered globally through a single provider. Worldpay processes over 40 billion transactions annually, supporting more than 300 payment types across 146 countries and 126 currencies. The company is focused on expanding into high-growth markets and customer segments, including global eCommerce, integrated payments and B2B. Visit us at www.worldpay.com.

Non-GAAP and Pro Forma Financial Measures
This earnings release presents non-GAAP and pro forma financial information including adjusted EBITDA, Underlying EBITDA, adjusted net income, and 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 adjusted 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 successfully integrate the businesses of our predecessor companies; (vii) our ability to identify and complete acquisitions, joint ventures and partnerships; (viii) failure to comply with applicable requirements of Visa, MasterCard or other payment networks or changes in those requirements; (ix) our ability to pass along fee increases; (x) termination of sponsorship or clearing services; (xi) loss of clients or referral partners; (xii) reductions in overall consumer, business and government spending; (xiii) fraud by merchants or others; (xiv) a decline in the use of credit, debit or prepaid cards; (xv) consolidation in the banking and retail industries; (xvi) changes in foreign currency exchange rates; (xvii) the effects of governmental regulation or changes in laws; (xviii) geopolitical, regulatory, tax and business risks associated with our international operations; and (xix) outcomes of future litigation or investigations and our dual-listings with the NYSE and LSE. 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 or Ignatius Njoku
Investor Relations
(866) 254-4811
(513) 900-4811
IR@worldpay.com

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


              
                Schedule 1


              
                Worldpay, Inc.


              
                Consolidated Statements of Income


              
                (Unaudited)


              
                (in millions, except share data)




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


                                                                     2018                          2017               Change                   2018         2017                          Change

                                                                                                                                                                                         ---


              Revenue                                                    $
           1,017.9                                   $
        1,033.7                  (2)                                              $
       2,875.4               $
       2,960.6    (3)
                                                                                                                                                            %
                                                                                                                                                                                                                                                      %



              Network fees and other costs                             -                                      479.5                       
        NM                                                               1,406.3    
         NM




              Net Revenue(1)                                     1,017.9                                       554.2                            84                   2,875.4                                       1,554.3          85
                                                                                                                                                %                                                                                %



              Sales and marketing                                  295.8                                       173.8                            70                     845.2                                         497.1          70
                                                                                                                                                %                                                                                %



              Other operating costs                                174.8                                        79.4                           120                     515.4                                         234.3         120
                                                                                                                                                %
                                                                                                                                                                                                                                 %



              General and administrative                           140.7                                        49.6                           184                     527.6                                         189.6         178
                                                                                                                                                %
                                                                                                                                                                                                                                 %



              Depreciation and amortization                        328.9                                        82.5                           299                     824.0                                         237.0         248
                                                                                                                                                %
                                                                                                                                                                                                                                 %




              Income from operations                                77.7                                       168.9                          (54)                    163.2                                         396.3        (59)
                                                                                                                                                %
                                                                                                                                                                                                                                 %



              Interest expense-net                                (75.2)                                     (38.5)                           95                   (230.3)                                       (97.4)        136
                                                                                                                                                %
                                                                                                                                                                                                                                 %



              Non-operating (expense) income(2)                    (3.5)                                       21.2                         (117)                   (34.1)                                         13.7       (349)

                                                                                                                                                %                                                                                %




              (Loss) income before applicable income taxes         (1.0)                                      151.6                         (101)                  (101.2)                                        312.6       (132)

                                                                                                                                                %                                                                                %



              Income tax (benefit) expense                         (4.6)                                       44.7                         (110)                    (5.0)                                         83.5       (106)

                                                                                                                                                %                                                                                %




              Net income (loss)                                      3.6                                       106.9                          (97)                   (96.2)                                        229.1       (142)
                                                                                                                                                %
                                                                                                                                                                                                                                 %



              Less: Net income attributable to non-                (0.8)                                     (14.8)                         (95)                    (1.5)                                       (39.3)       (96)
                                                                                                                                                %
                                                                                                                                                                                                                                 %
    controlling interests




              Net income (loss) attributable to                              $
           2.8                                      $
        92.1                 (97)                                               $
       (97.7)                $
       189.8  (151)
                                                                                                                                                            %
                                                                                                                                                                                                                                                      %
    Worldpay, Inc.




              Net income (loss) per share attributable to
    Worldpay, Inc. Class A common stock:



              Basic                                                         $
           0.01                                      $
        0.57                 (98)                                               $
       (0.34)                 $
       1.18  (129)
                                                                                                                                                            %
                                                                                                                                                                                                                                                      %



              Diluted(3)                                                    $
           0.01                                      $
        0.57                 (98)                                               $
       (0.34)                 $
       1.17  (129)
                                                                                                                                                            %
                                                                                                                                                                                                                                                      %



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



              Basic                                          301,240,681                                 161,465,849                               290,385,855                                  161,205,066



              Diluted                                        313,881,826                                 162,882,396                               290,385,855                                  162,617,782


     _______________





     
                (1) Based on the Company's adoption of
                         Accounting Standard Update 2014-09,
                         Revenue From Contracts With
                         Customers (Topic 606) ("ASC 606")
                         effective January 1, 2018, Network
                         fees and other costs are now netted
                         against Revenue. For the three and
                         nine months ended September 30,
                         2018, Revenue is equivalent to Net
                         revenue as a result of the company's
                         adoption of ASC 606. For the three
                         and nine months ended September 30,
                         2017, Net revenue is equivalent to
                         Revenue less Network fees and other
                         costs.



     
                (2) Non-operating expense during the
                         nine months ended September 30,
                         2018 primarily consists of expenses
                         relating to the Company's financing
                         arrangements entered into in
                         connection with the Worldpay Group
                         plc acquisition, repricing of the
                         Company's debt in June 2018 and the
                         change in fair value of the Mercury
                         tax receivable agreement ("TRA"),
                         partially offset by a gain on the
                         settlement of a deal contingent
                         forward entered into in connection
                         with the Company's acquisition of
                         Worldpay Group plc. Non-operating
                         income for the nine months ended
                         September 30, 2017 primarily
                         consists of an unrealized gain
                         relating to the change in the fair
                         value of a deal contingent forward
                         entered into in connection with the
                         Worldpay Group plc acquisition,
                         partially offset by the change in
                         fair value of the Mercury TRA.



     
                (3) Due to our structure as a C
                         corporation and Worldpay 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
                         the Company's income tax expense at
                         an expected effective tax rate
                         assuming the conversion of the
                         Class B units of Worldpay Holding
                         into shares of our Class A common
                         stock. During the nine months ended
                         September 30, 2018, approximately
                         13.5 million weighted average Class
                         B units of Worldpay Holding were
                         excluded in computing diluted net
                         income per share because including
                         them would have an antidilutive
                         effect. Additionally, during the
                         three and nine months ended
                         September 30, 2017, approximately
                         23.6 million and 31.2 million
                         weighted-average dilutive Class B
                         units of Worldpay Holding were
                         excluded in computing diluted net
                         income per share because including
                         them would have an antidilutive
                         effect. As the Class B units of
                         Worldpay 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 nine months ended September 30,
                         2018 and for the three and nine
                         months ended September 30, 2017.
                         Additionally, due to the net loss
                         for the nine months ended September
                         30, 2018, any remaining potentially
                         dilutive securities were also
                         excluded from the denominator in
                         computing dilutive net income per
                         share.

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


                                                          2018                       2017                 2018                    2017




     (Loss) income before applicable income taxes             $
          (1.0)                            
      $                                      
       $                
     $



     Taxes                                              (3.6)




     Net income (loss)                                          $
          2.6                                   $
     92.1                                  $
         (97.7)      $
      189.8



     Diluted shares                               313,881,826                              162,882,396                   290,385,855                      162,617,782



     Diluted EPS                                               $
          0.01                                   $
     0.57                                  $
         (0.34)       $
      1.17


              
                Schedule 2


              
                Worldpay, Inc.


              
                Adjusted Net Income


              
                (Unaudited)


              
                (in millions, except share data)




                                                                               Three Months Ended                                                                   Nine Months Ended



                                                             September 30,                        September 30,                                     September 30,                     September 30,


                                                                      2018                                  2017               % Change                        2018                               2017         % Change

                                                                                                                                                                                                                ---


              Net (loss) income before applicable                         $
        (1.0)                                                  $
       151.6                                             (101)                                  $
         (101.2)           $
         312.6    (132)

                                                                                                                                                                                                  %                                                                              %
    income taxes



              Non-GAAP Adjustments:



              Transition, acquisition and                            47.4                                                 5.1                                  829                                      277.6                                     67.9      309
                                                                                                                                                                %                                                                                         %
    integration costs(1) (2)



              Share-based compensation(2)                            42.8                                                13.6                                  215                                       99.0                                     35.1      182
                                                                                                                                                                %                                                                                         %



              Intangible amortization(2) (3)                        289.5                                                55.3                                  424                                      715.0                                    161.5      343
                                                                                                                                                                %                                                                                         %



              Non-operating expense (income)(4)                       3.5                                              (21.2)                               (117)                                      34.1                                   (13.7)   (349)

                                                                                                                                                                %                                                                                         %




              Non-GAAP adjusted income                              382.2                                               204.4                                   87                                    1,024.5                                    563.4       82
                                                                                                                                                                %                                                                                         %
    before applicable income taxes



              Less: Adjustments



              Adjusted tax expense(5)                                50.9                                                35.9                                   42                                      128.7                                     94.8       36
                                                                                                                                                                %                                                                                         %



              Adjusted tax rate                              13
            %                                       18
            %                                                          13
            %                   17
            %





              Other(6)                                                0.5                                                 0.5                                         %                                  1.2                                      1.2                  %




              Adjusted net income                                         $
        330.8                                                   $
       168.0                                                97                                    $
          894.6            $
         467.4       91
                                                                                                                                                                                                  %                                                                              %






              Adjusted net income per share                                $
        1.05                                                    $
       0.90                                                17                                     $
          2.92             $
         2.41       21
                                                                                                                                                                                                  %                                                                              %



              Adjusted shares outstanding(7)                  313,881,826                                         186,524,461                                                            306,107,456                     193,860,354

Non-GAAP and Adjusted Financial Measures

This schedule presents non-GAAP and adjusted 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.


     _______________




      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
                                      terminations and other transition
                                      activities. 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)              Below are the adjustments to Other
                                      operating costs, General and
                                      administrative and Depreciation
                                      and amortization.

                                                            Three Months Ended September 30, 2018                                         Three Months Ended September 30, 2017


                                     Transition,                                  Share-Based          Amortization           Transition,                                       Share-Based            Amortization
                                    Acquisition &                                 Compensation         of Intangible           Acquisition                                      Compensation           of Intangible
                                     Integration                                                           Assets                   &                                                                      Assets
                                                                                                                               Integration

                                                                                                                                                                                                                 ---


     Other operating costs                        $
      16.8                                              
              $                                                            
              $                              $
        2.6         
     $         
     $



     General and administrative             30.6                                                 42.8                                                                                             2.5               13.6



     Depreciation and amortization             -                                                                                    289.5                                                                                              55.3




     Total adjustments                            $
      47.4                                                           $
     42.8                                                                 $
     289.5                       $
        5.1           $
     13.6      $
      55.3







                                                             Nine Months Ended September 30, 2018                                          Nine Months Ended September 30, 2017


                                     Transition,                                  Share-Based          Amortization           Transition,                                       Share-Based            Amortization
                                    Acquisition &                                 Compensation         of Intangible           Acquisition                                      Compensation           of Intangible
                                     Integration                                                           Assets                   &                                                                      Assets
                                                                                                                               Integration

                                                                                                                                                                                                                 ---


     Other operating costs                        $
      54.0                                              
              $                                                            
              $                             $
        10.9         
     $         
     $



     General and administrative            223.6                                                 99.0                                                                                            57.0               35.1



     Depreciation and amortization             -                                                                                    715.0                                                                                             161.5




     Total adjustments                           $
      277.6                                                           $
     99.0                                                                 $
     715.0                      $
        67.9           $
     35.1     $
      161.5





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



              
                (4)              See note (2)
                                               in Schedule
                                               1.



              
                (5)              Represents
                                               adjusted
                                               income tax
                                               expense to
                                               reflect an
                                               effective tax
                                               rate of 19.8%
                                               for 2018 and
                                               34.0% for
                                               2017,
                                               assuming the
                                               conversion of
                                               the Class B
                                               units of
                                               Worldpay
                                               Holding into
                                               shares of
                                               Class A
                                               common stock,
                                               including the
                                               tax effect of
                                               adjustments
                                               described
                                               above.
                                               Adjusted tax
                                               expense
                                               includes tax
                                               benefits due
                                               to: (1) the
                                               amortization
                                               of intangible
                                               assets and
                                               other tax
                                               attributes
                                               resulting
                                               from or
                                               acquired with
                                               our
                                               acquisitions,
                                               (2) the tax
                                               basis step up
                                               associated
                                               with our
                                               separation
                                               from Fifth
                                               Third Bank
                                               and (3) the
                                               purchase or
                                               exchange of
                                               Class B units
                                               of Worldpay
                                               Holding, net
                                               of payment
                                               obligations
                                               under tax
                                               receivable
                                               agreements.
                                               The effective
                                               tax rate is
                                               expected to
                                               remain at
                                               19.8% for the
                                               remainder of
                                               2018.



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



              
                (7)              The adjusted
                                               shares
                                               outstanding
                                               includes 13.5
                                               million of
                                               weighted
                                               average Class
                                               B units of
                                               Worldpay
                                               Holding and
                                               other
                                               potentially
                                               dilutive
                                               securities
                                               that are
                                               excluded from
                                               the GAAP
                                               dilutive net
                                               income per
                                               share
                                               calculation
                                               for the nine
                                               months ended
                                               September 30,
                                               2018. The
                                               adjusted
                                               shares
                                               outstanding
                                               includes 23.6
                                               million and
                                               31.2 million
                                               of weighted
                                               average Class
                                               B units of
                                               Worldpay
                                               Holding that
                                               are excluded
                                               from the GAAP
                                               dilutive net
                                               income per
                                               share
                                               calculation
                                               for the three
                                               and nine
                                               months ended
                                               September 30,
                                               2017,
                                               respectively.


       
                Schedule 3


       
                Worldpay, Inc.


       
                Segment Information


       
                (Unaudited)


       
                (in millions)





       
                
                  Technology Solutions

    ---



                                                                       Three Months Ended September 30,


                                                            2018                        2017             % Change

                                                                                                            ---


       Revenue                                                    $
         419.7                                     $
        339.9             23
                                                                                                                                           %



       Network fees and other costs                           -                                  115.2                         
     NM




       Net revenue(1)                                     419.7                                   224.7                           87
                                                                                                                                  %



       Sales and marketing                                115.2                                    73.6                           57
                                                                                                                                  %




       Segment profit                                             $
         304.5                                     $
        151.1            102

                                                                                                                                           %

                                                                                                                                               ===





                                                                       Nine Months Ended September 30,


                                                            2018                        2017             % Change

                                                                                                            ---


       Revenue                                                  $
         1,157.7                                     $
        919.4             26
                                                                                                                                           %



       Network fees and other costs                           -                                  335.3                         
     NM




       Net revenue(1)                                   1,157.7                                   584.1                           98
                                                                                                                                  %



       Sales and marketing                                309.2                                   203.3                           52
                                                                                                                                  %




       Segment profit                                             $
         848.5                                     $
        380.8            123

                                                                                                                                           %

                                                                                                                                               ===






       
                
                  Merchant Solutions

    ---



                                                                       Three Months Ended September 30,


                                                            2018                        2017             % Change

                                                                                                            ---


       Revenue                                                    $
         507.5                                     $
        576.7           (12)

                                                                                                                                           %



       Network fees and other costs                           -                                  332.6                         
     NM




       Net revenue(1)                                     507.5                                   244.1                          108

                                                                                                                                  %



       Sales and marketing                                174.0                                    94.4                           84
                                                                                                                                  %




       Segment profit                                             $
         333.5                                     $
        149.7            123

                                                                                                                                           %

                                                                                                                                               ===





                                                                       Nine Months Ended September 30,


                                                            2018                        2017             % Change

                                                                                                            ---


       Revenue                                                  $
         1,460.1                                   $
        1,695.9           (14)

                                                                                                                                           %



       Network fees and other costs                           -                                  976.2                         
     NM




       Net revenue(1)                                   1,460.1                                   719.7                          103

                                                                                                                                  %



       Sales and marketing                                516.8                                   276.3                           87
                                                                                                                                  %




       Segment profit                                             $
         943.3                                     $
        443.4            113

                                                                                                                                           %

                                                                                                                                               ===






       
                
                  Issuer Solutions

    ---



                                                                       Three Months Ended September 30,


                                                            2018                        2017             % Change

                                                                                                            ---


       Revenue                                                     $
         90.7                                     $
        117.1           (23)

                                                                                                                                           %



       Network fees and other costs                           -                                   31.7                         
     NM




       Net revenue(1)                                      90.7                                    85.4                            6
                                                                                                                                  %



       Sales and marketing                                  6.6                                     5.8                           14
                                                                                                                                  %

                                                                                                                                      ---


       Segment profit                                              $
         84.1                                      $
        79.6              6
                                                                                                                                           %

                                                                                                                                               ===





                                                                       Nine Months Ended September 30,


                                                            2018                        2017             % Change

                                                                                                            ---


       Revenue                                                    $
         257.6                                     $
        345.3           (25)

                                                                                                                                           %



       Network fees and other costs                           -                                   94.8                         
     NM




       Net revenue(1)                                     257.6                                   250.5                            3
                                                                                                                                  %



       Sales and marketing                                 19.2                                    17.5                           10
                                                                                                                                  %

                                                                                                                                      ---


       Segment profit                                             $
         238.4                                     $
        233.0              2
                                                                                                                                           %

                                                                                                                                               ===

              _______________





              
                (1)              See note (1) in Schedule 1.


     
                Schedule 4


     
                Worldpay, Inc.


     
                Condensed Consolidated Statements of Financial Position


     
                (Unaudited)


     
                (in millions)




                                                                           September 30, 2018                         December 31, 2017




     
                Assets



     Current assets:



     Cash and cash equivalents                                                                  $
        373.7                          $
       126.5



     Accounts receivable-net                                                         1,599.8                   986.6



     Merchant float                                                                  1,427.9



     Settlement assets                                                               3,306.8                   142.0



     Prepaid expenses                                                                   87.3                    33.5



     Other                                                                             549.3                    84.0




     Total current assets                                                            7,344.8                 1,372.6





       Customer incentives                                                              66.3                    68.4



       Property, equipment and software-net                                          1,053.8                   473.7



       Intangible assets-net                                                         3,364.8                   678.5



       Goodwill                                                                     14,674.8                 4,173.0



       Deferred taxes                                                                  789.8                   739.5



       Proceeds from senior unsecured notes                                                                 1,135.2



       Other assets                                                                     67.2                    26.1




     Total assets                                                                            $
        27,361.5                        $
       8,667.0






     
                Liabilities and equity



     Current liabilities:



     Accounts payable and accrued expenses                                                    $
        1,169.2                          $
       631.9



     Settlement obligations                                                          5,396.3                   816.2



     Current portion of notes payable                                                  226.5                   107.9



     Current portion of tax receivable agreement obligations                           109.1                   245.5



     Deferred income                                                                    23.1                    18.9



     Current maturities of capital lease obligations                                    25.2                     8.0



     Other                                                                             609.9                     6.0




     Total current liabilities                                                       7,559.3                 1,834.4



     Long-term liabilities:



     Notes payable                                                                   7,723.7                 5,586.4



     Tax receivable agreement obligations                                              589.7                   535.0



     Capital lease obligations                                                          22.4                     4.5



     Deferred taxes                                                                    540.3                    65.6



     Other                                                                             104.6                    40.5




     Total long-term liabilities                                                     8,980.7                 6,232.0



     Total liabilities                                                              16,540.0                 8,066.4





     Commitments and contingencies



     Equity:



     Total equity (1)                                                               10,821.5                   600.6




     Total liabilities and equity                                                            $
        27,361.5                        $
       8,667.0



              _______________





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


     
                Schedule 5


     
                Worldpay, Inc.


     
                Consolidated Statements of Cash Flows


     
                (Unaudited)


     
                (in millions)




                                                                                        
             
              Nine Months Ended


                                                                                          September 30, 2018                                September 30, 2017

                                                                                                                                     ---


     Operating Activities:



     Net (loss) income                                                                                       $
              (96.2)                             $
       229.1



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



     Depreciation and amortization expense                                                            824.0                          237.0



     Amortization of customer incentives                                                               19.9                           18.7



     Amortization and write-off of debt issuance costs                                                 73.2                            3.9



     Gain on foreign currency forward                                                                (35.9)                        (24.4)



     Share-based compensation expense                                                                  99.0                           35.1



     Deferred tax expense                                                                            (26.2)                          60.0



     Tax receivable agreements non-cash items                                                         (4.7)                         (6.1)



     Other                                                                                            (6.5)                           2.3



     Change in operating assets and liabilities:



     Accounts receivable                                                                             (67.0)                          46.7



     Net settlement assets and obligations                                                          (366.5)                           4.3



     Customer incentives                                                                             (19.4)                        (17.7)



     Prepaid and other assets                                                                        (22.4)                        (82.9)



     Accounts payable and accrued expenses                                                          (140.8)                          22.3



     Other liabilities                                                                               (10.9)                        (17.4)




        Net cash provided by operating activities                                                     219.6                          510.9




     Investing Activities:



     Purchases of property and equipment                                                            (191.9)                        (81.9)



     Acquisition of customer portfolios and related assets and other                                 (56.0)                        (38.2)



     Purchase of interest rate caps                                                                   (8.1)



     Proceeds from foreign currency forward                                                            71.5



     Cash acquired (used) in acquisitions, net of cash used                                         1,396.3                        (531.5)




        Net cash provided by (used in) investing activities                                         1,211.8                        (651.6)




     Financing Activities:



     Proceeds from issuance of long-term debt                                                       2,951.8                        1,270.0



     Borrowings on revolving credit facility                                                        3,308.0                        5,405.0



     Repayment of revolving credit facility                                                       (3,533.0)                     (5,046.0)



     Repayment of debt and capital lease obligations                                              (2,732.6)                       (108.0)



     Payment of debt issuance costs                                                                  (91.1)                        (24.0)



     Proceeds from issuance of Class A common stock under employee stock plans                         18.2                           10.8



     Repurchase of Class A common stock (to satisfy tax withholding obligations)                     (16.2)                         (9.2)



     Purchase and cancellation of Class A common stock                                                    -                     (1,268.1)



     Settlement of certain tax receivable agreements                                                (112.5)                        (77.3)



     Payments under tax receivable agreements                                                        (55.3)                        (46.5)



     Distributions to non-controlling interests                                                       (7.7)                        (12.5)




        Net cash (used in) provided by financing activities                                         (270.4)                          94.2




     Net increase (decrease) in cash and cash equivalents                                           1,161.0                         (46.5)



     Cash and cash equivalents-Beginning of period                                                  1,272.2                          139.1



     Effect of exchange rate changes on cash                                                        (143.5)




     Cash and cash equivalents-End of period                                                                $
              2,289.7                               $
       92.6




     Cash Payments:



     Interest                                                                                                 $
              205.1                               $
       94.3



     Income taxes                                                                                      16.7                           31.6


     
                Schedule 6


     
                Worldpay, Inc.


     
                Reconciliation of GAAP Net Income to Adjusted EBITDA


     
                (Unaudited)


     
                (in millions)




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


                                                                         2018                     2017              % Change            2018  2017                                 % Change

                                                                                                                                                                                    ---


     Net income (loss)                                                         $
        3.6                                    $
     106.9        (97)                                           $
     (96.2)           $
       229.1   (142)
                                                                                                                                              %
                                                                                                                                                                                                                              %



     Income tax (benefit) expense                                      (4.6)                                44.7                     (110)           (5.0)                                     83.5    (106)

                                                                                                                                         %                                                                %



     Non-operating expense (income)(1)                                   3.5                               (21.2)                    (117)            34.1                                    (13.7)   (349)

                                                                                                                                         %                                                                %



     Interest expense-net                                               75.2                                 38.5                        95            230.3                                      97.4      136
                                                                                                                                         %                                                                %



     Share-based compensation                                           42.8                                 13.6                       215             99.0                                      35.1      182
                                                                                                                                         %                                                                %



     Transition, acquisition and integration costs(2)                   47.4                                  5.1                       829            277.6                                      67.9      309
                                                                                                                                         %                                                                %



     Depreciation and amortization                                     328.9                                 82.5                       299            824.0                                     237.0      248
                                                                                                                                         %                                                                %




     Adjusted EBITDA                                                         $
        496.8                                    $
     270.1          84                                           $
     1,363.8            $
       736.3      85
                                                                                                                                              %                                                                               %


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)              See note (2) in Schedule 1.



              
                (2)              See note (2) in Schedule 2.


              
                Schedule 7


              
                Worldpay, Inc.


              
                Outlook Summary


              
                (Unaudited)




                                                                Fourth Quarter Financial Outlook Full Year Financial Outlook



                                                                Three Months Ended December 31,    Year Ended December 31,


                                                                          2018 Outlook                 2017 Actual (2)       
       
           2018 Outlook (1)   2017 Actual (2)

                                                                                                                                                                        ---


              GAAP net income (loss) per share attributable to         
              $0.06 - $0.20                     $(0.37)   
       ($0.25) - ($0.09)                  $0.80
    Worldpay, Inc.



              Adjustments to reconcile GAAP to non-GAAP                
              $0.99 - $0.90                       $1.34       
              $4.20 - $4.09            $2.57
    adjusted net income per share(3)




              Adjusted net income per share                            
              $1.05 - $1.10                       $0.97       
              $3.95 - $4.00            $3.37

                                                                                                                                                                        ===

Non-GAAP and Adjusted Financial Measures
This schedule presents non-GAAP and adjusted 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) Combined company guidance excludes
                         Worldpay Group plc EPS contribution
                         for the period prior to the
                         acquisition closing from January 1,
                         2018 to January 15, 2018. Combined
                         company guidance is based on an
                         assumed exchange rate of U.S.
                         dollar/pound sterling of $1.31.



     
                (2) 2017 actuals include Vantiv, Inc.
                         results only.



     
                (3) Represents estimated ranges of
                         adjustments including the following
                         items: (a) acquisition and
                         integration costs incurred in
                         connection with our acquisitions,
                         charges related to employee
                         termination benefits and other
                         transition activities; (b) share-
                         based compensation; (c) amortization
                         of intangible assets acquired in
                         business combinations and customer
                         portfolio and related asset
                         acquisitions; (d) non-operating
                         income (expenses), (f) adjustments
                         to income tax expense to reflect an
                         effective tax rate based on tax
                         reform and our new tax structure for
                         the three months ended December 31,
                         2018 and the full year 2018, which
                         includes the impact of the excess
                         tax benefit relating to stock
                         compensation as a result of the
                         Company adopting the new stock
                         compensation accounting guidance in
                         2017, 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 Worldpay Holding, net of
                         payment obligations under tax
                         receivable agreements.

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SOURCE Worldpay, Inc.