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Vantiv Reports Second Quarter 2016 Results

Strong Second Quarter Results Leads Vantiv to Raise Its Full Year Guidance; Vantiv Renews Fifth Third Bank Relationship and Terminates Certain TRAs


/EINPresswire.com/ -- CINCINNATI, OH--(Marketwired - July 28, 2016) - Vantiv, Inc. (NYSE: VNTV) ("Vantiv" or the "company") today announced financial results for the second quarter ended June 30, 2016. Total revenue increased 13% to $891 million in the second quarter as compared to $786 million in the prior year period. Net revenue increased 13% to $480 million as compared to $424 million in the prior year period, reflecting strong growth in both business segments. On a GAAP basis, net income per diluted share attributable to Vantiv, Inc. increased 58% to $0.38 as compared to $0.24 in the prior year period. Pro forma adjusted net income per share increased 25% to $0.70 as compared to $0.56 in the prior year period. (See Schedule 2 for pro forma adjusted net income per share.)

"Our performance in the first half of the year as well as the opportunities that we see before us give us confidence," said Charles Drucker, president and chief executive officer at Vantiv. "Complexity and change play to our strengths, and we continue to serve our clients well."

Merchant Services

Merchant Services net revenue increased 15% to $388 million in the second quarter as compared to $337 million in the prior year period, primarily due to a 9% increase in transactions and a 6% increase in net revenue per transaction as our high growth channels continued to grow at above market rates. Sales and marketing expenses increased 19% to $139 million in the second quarter as compared to $117 million in the prior year period, primarily due to new sales growth in partner channels.

Financial Institution Services

Financial Institution Services net revenue increased 7% to $93 million in the second quarter as compared to $87 million in the prior year period, primarily due to an 8% increase in net revenue per transaction. Net revenue per transaction growth benefited from the contribution of value added services, including the impact of EMV card reissuance and fraud related services. Sales and marketing expenses decreased 5% to $5.7 million in the second quarter as compared to $6.1 million in the prior year period.

Fifth Third Renewal and Tax Receivable Agreement Termination

Fifth Third Bank and Vantiv agreed to renew their commercial relationship and extend it through the end of 2024. This relationship includes services provided to Fifth Third Bank within Vantiv's Financial Institution Services segment, as well as ongoing merchant referrals to Vantiv from Fifth Third Bank.

Fifth Third Bank and Vantiv also agreed to terminate and settle portions of Vantiv's obligations under their tax receivable agreements ("TRAs"). This agreement includes an initial payment of approximately $116 million to Fifth Third Bank in order to terminate and settle approximately $331 million of obligations. Under the terms of the agreement, Vantiv has the option to terminate and settle additional obligations under the TRAs in 2017 and 2018. If all options are exercised, the combination of the renewal and the TRA terminations will generate the potential for approximately $0.06 in on-going annual pro forma adjusted net income per share beginning in 2017, as well as the potential for an additional $0.06 in on-going annual pro forma adjusted net income per share beginning in 2018.

Full-Year and Third Quarter Financial Outlook

Based on our strong performance in the second quarter and increased confidence in our outlook for the remainder of the year, we are increasing our full-year 2016 expectations. Net revenue for the full-year 2016 is expected to be $1,850 to $1,875 million, representing an increase of 10% to 11% above the prior year. On a GAAP basis, net income per diluted share attributable to Vantiv, Inc. is expected to be $1.39 to $1.44 for the full-year 2016. Pro forma adjusted net income per share is expected to be $2.61 to $2.66 for the full-year 2016.

For the third quarter of 2016, net revenue is expected to be $470 to $475 million, representing an increase of 9% to 10% above the prior year period. On a GAAP basis, net income per diluted share attributable to Vantiv, Inc. is expected to be $0.37 to $0.39 for the third quarter of 2016. Pro forma adjusted net income per share is expected to be $0.67 to $0.69 for the third quarter of 2016.

Earnings Conference Call and Audio Webcast

The company will host a conference call to discuss the second quarter financial results today at 7:30 a.m. ET. The conference call can be accessed live over the phone by dialing (888) 389-5997, or for international callers (719) 457-2637, and referencing conference code 6515439. A replay will be available approximately two hours after the call concludes and can be accessed by dialing (888) 203-1112, or for international callers (719) 457-0820, and entering replay passcode 6515439. The replay will be available through August 11, 2016. 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 second 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 the new www.vantiv.com, or follow us on Twitter, Facebook, LinkedIn, Google+ and YouTube.

© 2016 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.

Schedule 1
Vantiv, Inc.
Consolidated Statements of Income
(Unaudited)
(in thousands, except share data)

                                                                            
                                   Three Months Ended June 30,              
                                   ---------------------------              
                                        2016          2015        % Change  
                                   ------------- ------------- -------------
Total revenue                      $    891,217  $    785,995           13% 
Network fees and other costs            410,736       362,349           13% 
                                   ------------- -------------              
  Net revenue(1)                        480,481       423,646           13% 
Sales and marketing                     144,844       122,925           18% 
Other operating costs                    73,599        76,551           (4)%
General and administrative               49,120        47,060            4% 
Depreciation and amortization            65,234        67,659           (4)%
                                   ------------- -------------              
Income from operations                  147,684       109,451           35% 
Interest expense-net                    (26,118)      (25,714)           2% 
Non-operating expenses(2)                (4,664)       (6,725)         (31)%
                                   ------------- -------------              
Income before applicable income                                             
 taxes                                  116,902        77,012           52% 
Income tax expense                       38,441        24,319           58% 
                                   ------------- -------------              
Net income                               78,461        52,693           49% 
Less: Net income attributable to                                            
 non-controlling interests              (19,134)      (16,157)          18% 
                                   ------------- -------------              
Net income attributable to Vantiv,                                          
 Inc.                              $     59,327  $     36,536           62% 
                                   ============= =============              
                                                                            
Net income per share attributable                                           
 to Vantiv, Inc. Class A common                                             
 stock:                                                                     
  Basic                            $       0.38  $       0.25           52% 
  Diluted(3)                       $       0.38  $       0.24           58% 
Shares used in computing net                                                
 income per share of Class A                                                
 common stock:                                                              
  Basic                             155,670,267   145,566,899               
  Diluted                           197,258,209   201,831,467               
                                                                            
Non Financial Data:                                                         
Transactions (in millions)                6,183         5,768            7% 
                                                                            
                                    Six Months Ended June 30,               
                                   ---------------------------              
                                        2016          2015        % Change  
                                   ------------- ------------- -------------
Total revenue                      $  1,709,840  $  1,491,606           15% 
Network fees and other costs            798,149       693,495           15% 
                                   ------------- -------------              
  Net revenue(1)                        911,691       798,111           14% 
Sales and marketing                     280,482       238,980           17% 
Other operating costs                   147,302       145,290            1% 
General and administrative               93,104        94,903           (2)%
Depreciation and amortization           133,464       135,461           (1)%
                                   ------------- -------------              
Income from operations                  257,339       183,477           40% 
Interest expense-net                    (53,847)      (51,725)           4% 
Non-operating expenses(2)               (10,316)      (15,491)         (33)%
                                   ------------- -------------              
Income before applicable income                                             
 taxes                                  193,176       116,261           66% 
Income tax expense                       62,267        36,572           70% 
                                   ------------- -------------              
Net income                              130,909        79,689           64% 
Less: Net income attributable to                                            
 non-controlling interests              (31,844)      (24,164)          32% 
                                   ------------- -------------              
Net income attributable to Vantiv,                                          
 Inc.                              $     99,065  $     55,525           78% 
                                   ============= =============              
                                                                            
Net income per share attributable                                           
 to Vantiv, Inc. Class A common                                             
 stock:                                                                     
  Basic                            $       0.64  $       0.38           68% 
  Diluted(3)                       $       0.63  $       0.37           70% 
Shares used in computing net                                                
 income per share of Class A                                                
 common stock:                                                              
  Basic                             155,533,813   145,051,664               
  Diluted                           197,018,018   201,276,166               
                                                                            
Non Financial Data:                                                         
Transactions (in millions)               12,003        11,131            8% 
(1) Net revenue is revenue, less network fees and other costs which         
primarily consist of pass through expenses incurred by us in connection with
providing processing services to our clients, including Visa and MasterCard 
network association fees, payment network fees, third party processing      
expenses, telecommunication charges, postage and card production costs.     
(2) Non-operating expenses for the three and six months ended June 30, 2016 
and 2015 primarily relate to the change in fair value of a tax receivable   
agreement ("TRA") entered into as part of the acquisition of Mercury.       
(3) 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. The        
expected effective tax rate for 2016 and 2015 was 36.0%. The components of  
the diluted net income per share calculation are as follows:                
                                                                            
                                                                            
                          Three Months Ended June                           
                                    30,            Six Months Ended June 30,
                         ------------------------- -------------------------
                             2016         2015         2016         2015    
                         ------------ ------------ ------------ ------------
Income before applicable                                                    
 income taxes            $    116,902 $     77,012 $    193,176 $    116,261
Taxes                          42,085       27,724       69,543       41,854
                         ------------ ------------ ------------ ------------
  Net income             $     74,817 $     49,288 $    123,633 $     74,407
Diluted shares            197,258,209  201,831,467  197,018,018  201,276,166
Diluted EPS              $       0.38 $       0.24 $       0.63 $       0.37
                                                                            

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

                                                                            
                                   Three Months Ended June 30,              
                                   ---------------------------              
                                        2016          2015        % Change  
                                   ------------- ------------- -------------
                                          (in thousands)                    
Income before applicable income                                             
 taxes                             $    116,902  $     77,012           52% 
Non-GAAP Adjustments:                                                       
  Transition, acquisition and                                               
   integration costs(1)                  12,408        23,345          (47)%
  Share-based compensation                7,940         5,097           56% 
  Intangible amortization(2)             47,242        47,524           (1)%
  Non-operating expenses(3)               4,664         6,725          (31)%
                                   ------------- -------------              
    Non-GAAP Adjusted Income                                                
     Before Applicable Taxes            189,156       159,703           18% 
Less: Pro Forma Adjustments                                                 
  Income tax expense(4)                  68,096        57,493           18% 
  Tax adjustments(5)                    (18,070)      (11,644)          55% 
  Other(6)                                  692         1,083          (36)%
                                   ------------- -------------              
Pro Forma Adjusted Net Income      $    138,438  $    112,771           23% 
                                   ============= =============              
                                                                            
Pro Forma Adjusted Net Income Per                                           
 Share                             $       0.70  $       0.56           25% 
Adjusted Shares Outstanding         197,258,209   201,831,467               
                                                                            
                                                                            
                                    Six Months Ended June 30,               
                                   ---------------------------              
                                        2016          2015        % Change  
                                   ------------- ------------- -------------
                                          (in thousands)                    
Income before applicable income                                             
 taxes                             $    193,176  $    116,261           66% 
Non-GAAP Adjustments:                                                       
  Transition, acquisition and                                               
   integration costs(1)                  19,571        38,019          (49)%
  Share-based compensation               16,292        16,720           (3)%
  Intangible amortization(2)             94,907        94,749            -% 
  Non-operating expenses(3)              10,316        15,491          (33)%
                                   ------------- -------------              
    Non-GAAP Adjusted Income                                                
     Before Applicable Taxes            334,262       281,240           19% 
Less: Pro Forma Adjustments                                                 
  Income tax expense(4)                 120,334       101,246           19% 
  Tax adjustments(5)                    (36,140)      (23,336)          55% 
  Other(6)                                1,227         1,151            7% 
                                   ------------- -------------              
Pro Forma Adjusted Net Income      $    248,841  $    202,179           23% 
                                   ============= =============              
                                                                            
Pro Forma Adjusted Net Income Per                                           
 Share                             $       1.26  $       1.00           26% 
Adjusted Shares Outstanding         197,018,018   201,276,166               
                                                                            

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.
(2) Represents amortization of intangible assets acquired through business combinations and customer portfolio and related asset acquisitions.
(3) Non-operating expenses for the three and six months ended June 30, 2016 and 2015 primarily relate to the change in the fair value of a TRA entered into as part of the acquisition of Mercury.
(4) Represents adjusted income tax expense to reflect an effective tax rate of 36.0% for 2016 and 2015, 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 below. The effective tax rate is expected to remain at 36.0% for the remainder of 2016.
(5) 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.
(6) Represents the non-controlling interest, net of pro forma income tax expense discussed in (4) above, associated with a consolidated joint venture.

Schedule 3
Vantiv, Inc.
Segment Information
(Unaudited)
(in thousands)

Merchant Services

                                                                            
                                   Three Months Ended                       
                                        June 30,                            
                                 ---------------------                      
                                    2016       2015     $ Change   % Change 
                                 ---------- ---------- ---------- ----------
Total revenue                    $  762,593 $  661,258 $  101,335        15%
Network fees and other costs        374,820    324,166     50,654        16%
                                 ---------- ---------- ---------- ----------
  Net revenue                       387,773    337,092     50,681        15%
Sales and marketing                 139,108    116,860     22,248        19%
                                 ---------- ---------- ---------- ----------
Segment profit                   $  248,665 $  220,232 $   28,433        13%
                                 ========== ========== ========== ==========
                                                                            
Non-financial data:                                                         
Transactions (in millions)            5,156      4,737                    9%
Net revenue per transaction      $   0.0752 $   0.0712                    6%
                                                                            
                                                                            
                                 Six Months Ended June                      
                                          30,                               
                                 ---------------------                      
                                    2016       2015     $ Change   % Change 
                                 ---------- ---------- ---------- ----------
Total revenue                    $1,457,173 $1,247,970 $  209,203        17%
Network fees and other costs        728,154    620,196    107,958        17%
                                 ---------- ---------- ---------- ----------
  Net revenue                       729,019    627,774    101,245        16%
Sales and marketing                 268,444    227,035     41,409        18%
                                 ---------- ---------- ---------- ----------
Segment profit                   $  460,575 $  400,739 $   59,836        15%
                                 ========== ========== ========== ==========
                                                                            
Non-financial data:                                                         
Transactions (in millions)           10,003      9,144                    9%
Net revenue per transaction      $   0.0729 $   0.0687                    6%
                                                                            

Financial Institution Services

                                                                            
                                 Three Months Ended                         
                                      June 30,                              
                               ---------------------                        
                                  2016       2015      $ Change    % Change 
                               ---------- ---------- ----------- -----------
Total revenue                  $  128,624 $  124,737 $    3,887          3% 
Network fees and other costs       35,916     38,183     (2,267)        (6)%
                               ---------- ---------- ----------- -----------
  Net revenue                      92,708     86,554      6,154          7% 
Sales and marketing                 5,736      6,065       (329)        (5)%
                               ---------- ---------- ----------- -----------
Segment profit                 $   86,972 $   80,489 $    6,483          8% 
                               ========== ========== =========== ===========
                                                                            
Non-financial data:                                                         
Transactions (in millions)          1,027      1,031                     -% 
Net revenue per transaction    $   0.0903 $   0.0840                     8% 
                                                                            
                                                                            
                               Six Months Ended June                        
                                        30,                                 
                               ---------------------                        
                                  2016       2015      $ Change    % Change 
                               ---------- ---------- ----------- -----------
Total revenue                  $  252,667 $  243,636 $    9,031          4% 
Network fees and other costs       69,995     73,299     (3,304)        (5)%
                               ---------- ---------- ----------- -----------
  Net revenue                     182,672    170,337     12,335          7% 
Sales and marketing                12,038     11,945         93          1% 
                               ---------- ---------- ----------- -----------
Segment profit                 $  170,634 $  158,392 $   12,242          8% 
                               ========== ========== =========== ===========
                                                                            
Non-financial data:                                                         
Transactions (in millions)          2,000      1,987                     1% 
Net revenue per transaction    $   0.0913 $   0.0857                     7% 
                                                                            

Schedule 4
Vantiv, Inc.
Condensed Consolidated Statements of Financial Position
(Unaudited)
(in thousands)

                                                                            
                                                     June 30,   December 31,
                                                       2016         2015    
                                                   ------------ ------------
Assets                                                                      
Current assets:                                                             
  Cash and cash equivalents                        $    202,724 $    197,096
  Accounts receivable-net                               721,703      680,033
  Related party receivable                                4,208        3,999
  Settlement assets                                     132,304      143,563
  Prepaid expenses                                       32,646       31,147
  Other                                                  69,556       61,661
                                                   ------------ ------------
    Total current assets                              1,163,141    1,117,499
                                                                            
  Customer incentives                                    64,043       57,984
  Property, equipment and software-net                  338,755      308,009
  Intangible assets-net                                 764,181      863,066
  Goodwill                                            3,366,528    3,366,528
  Deferred taxes                                        715,078      731,622
  Other assets                                           31,602       20,718
                                                   ------------ ------------
Total assets                                       $  6,443,328 $  6,465,426
                                                   ============ ============
                                                                            
Liabilities and equity                                                      
Current liabilities:                                                        
  Accounts payable and accrued expenses            $    379,118 $    364,878
  Related party payable                                   3,394        4,698
  Settlement obligations                                635,161      677,502
  Current portion of note payable                       109,501      116,501
  Current portion of tax receivable agreement                               
   obligations to related parties                        35,659       31,232
  Current portion of tax receivable agreement                               
   obligations                                           59,503       64,227
  Deferred income                                        14,395       14,470
  Current maturities of capital lease obligations         8,601        7,931
  Other                                                  20,104       13,940
                                                   ------------ ------------
    Total current liabilities                         1,265,436    1,295,379
Long-term liabilities:                                                      
  Note payable                                        2,888,625    2,943,638
  Tax receivable agreement obligations to related                           
   parties                                              766,170      801,829
  Tax receivable agreement obligations                   78,551      126,980
  Capital lease obligations                              17,536       21,801
  Deferred taxes                                         26,659       15,836
  Other                                                  34,721       34,897
                                                   ------------ ------------
    Total long-term liabilities                       3,812,262    3,944,981
Total liabilities                                     5,077,698    5,240,360
                                                                            
Commitments and contingencies                                               
Equity:                                                                     
    Total equity(1)                                   1,365,630    1,225,066
                                                   ------------ ------------
  Total liabilities and equity                     $  6,443,328 $  6,465,426
                                                   ============ ============
(1) Includes equity attributable to non-controlling interests.              

Schedule 5
Vantiv, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)

                                                                            
                                                  Six Months Ended June 30, 
                                                 ---------------------------
                                                      2016          2015    
                                                 ------------- -------------
Operating Activities:                                                       
Net income                                       $    130,909  $     79,689 
Adjustments to reconcile net income to net cash                             
 provided by operating activities:                                          
  Depreciation and amortization expense               133,464       135,461 
  Amortization of customer incentives                  12,581         8,183 
  Amortization and write-off of debt issuance                               
   costs                                                3,237         5,196 
  Share-based compensation expense                     16,292        16,720 
  Deferred taxes                                       32,400        22,705 
  Excess tax benefit from share-based                                       
   compensation                                        (8,067)      (13,753)
  Tax receivable agreements non-cash items             10,252        13,733 
  Other                                                   382             - 
  Change in operating assets and liabilities:                               
    Accounts receivable and related party                                   
     receivable                                       (41,879)       30,348 
    Net settlement assets and obligations             (31,082)       41,380 
    Customer incentives                               (23,343)      (13,342)
    Prepaid and other assets                           (1,695)       (2,163)
    Accounts payable and accrued expenses              17,867        24,043 
    Payable to related party                           (1,304)          595 
    Other liabilities                                  (1,528)        3,582 
                                                 ------------- -------------
      Net cash provided by operating activities       248,486       352,377 
                                                 ------------- -------------
Investing Activities:                                                       
  Purchases of property and equipment                 (62,883)      (42,013)
  Acquisition of customer portfolios and related                            
   assets and other                                      (883)      (37,154)
  Purchase of derivative instruments                  (21,523)            - 
                                                 ------------- -------------
      Net cash used in investing activities           (85,289)      (79,167)
                                                 ------------- -------------
Financing Activities:                                                       
  Borrowings on revolving credit facility             855,000             - 
  Repayment of revolving credit facility             (855,000)            - 
  Repayment of debt and capital lease                                       
   obligations                                        (69,521)     (262,946)
  Proceeds from issuance of Class A common stock                            
   under employee stock plans                           8,538         9,628 
  Repurchase of Class A common stock (to satisfy                            
   tax withholding obligations)                        (5,784)      (15,867)
  Settlement of certain tax receivable                                      
   agreements                                         (41,163)            - 
  Payments under tax receivable agreements            (53,474)      (22,805)
  Excess tax benefit from share-based                                       
   compensation                                         8,067        13,753 
  Distributions to non-controlling interests           (4,220)       (3,132)
  Other                                                   (12)            - 
  Decrease in cash overdraft                                -        (2,627)
                                                 ------------- -------------
      Net cash used in financing activities          (157,569)     (283,996)
                                                 ------------- -------------
Net increase (decrease) in cash and cash                                    
 equivalents                                            5,628       (10,786)
Cash and cash equivalents-Beginning of period         197,096       411,568 
                                                 ------------- -------------
Cash and cash equivalents-End of period          $    202,724  $    400,782 
                                                 ============= =============
Cash Payments:                                                              
  Interest                                       $     50,814  $     48,502 
  Taxes                                                13,443         5,054 
                                                                            

Schedule 6
Vantiv, Inc.
Non-GAAP Adjusted Income Before Applicable Income Taxes
(Unaudited)
(in thousands, except share data)

See schedule 7 and 8 for a reconciliation of GAAP income before applicable income taxes to non-GAAP adjusted income before applicable income taxes.

                                                                            
                    Three Months Ended         Six Months Ended June        
                         June 30,                       30,                 
                   -------------------        -----------------------       
                                          %                              %  
                      2016      2015   Change     2016        2015    Change
                   --------- --------- ------ ----------- ----------- ------
Total revenue      $891,217  $785,995    13%  $1,709,840  $1,491,606    15% 
Network fees and                                                            
 other costs        410,736   362,349    13%     798,149     693,495    15% 
                   --------- ---------        ----------- -----------       
  Net revenue(1)    480,481   423,646    13%     911,691     798,111    14% 
Sales and                                                                   
 marketing          144,844   122,925    18%     280,482     238,980    17% 
Other operating                                                             
 costs               70,112    64,643     8%     141,327     127,057    11% 
General and                                                                 
 administrative      32,259    30,526     6%      63,216      58,397     8% 
                   --------- ---------        ----------- -----------       
  Adjusted                                                                  
   EBITDA(2)        233,266   205,552    13%     426,666     373,677    14% 
Depreciation and                                                            
 amortization        17,992    20,135   (11)%     38,557      40,712    (5)%
                   --------- ---------        ----------- -----------       
Adjusted income                                                             
 from operations    215,274   185,417    16%     388,109     332,965    17% 
Interest expense-                                                           
 net                (26,118)  (25,714)    2%     (53,847)    (51,725)    4% 
                   --------- ---------        ----------- -----------       
Non-GAAP adjusted                                                           
 income before                                                              
 applicable income                                                          
 taxes             $189,156  $159,703    18%  $  334,262  $  281,240    19% 
                   ========= =========        =========== ===========       
                                                                            

Non-GAAP Financial Measures
This schedule presents non-GAAP 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) 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) See schedule 9 for a reconciliation of GAAP net income to adjusted      
EBITDA.                                                                     
                                                                            

Schedule 7
Vantiv, Inc.
Reconciliation of GAAP Income Before Applicable Income Taxes to Non-GAAP Adjusted Income Before Applicable
Income Taxes

(Unaudited)
(in thousands)

                                                                            
                                      Three Months Ended June 30, 2016      
                                --------------------------------------------
                                                    Non-GAAP Adjustments    
                                               -----------------------------
                                                 Transition,                
                                                 Acquisition                
                                                     and        Share-Based 
                                     GAAP      Integration(2)  Compensation 
                                -------------- -------------- --------------
Total revenue                   $     891,217  $           -  $           - 
Network fees and other costs          410,736              -              - 
                                -------------- -------------- --------------
  Net revenue(1)                      480,481              -              - 
Sales and marketing                   144,844              -              - 
Other operating costs                  73,599         (3,487)             - 
General and administrative             49,120         (8,921)        (7,940)
Depreciation and amortization          65,234              -              - 
                                -------------- -------------- --------------
Income from operations                147,684         12,408          7,940 
Interest expense-net                  (26,118)             -              - 
Non-operating income (expense)         (4,664)             -              - 
                                -------------- -------------- --------------
Income before applicable income                                             
 taxes                          $     116,902  $      12,408  $       7,940 
                                ============== ============== ==============
                                                                            
                                                                           
                                     Three Months Ended June 30, 2016      
                               --------------------------------------------
                                    Non-GAAP Adjustments                   
                               -----------------------------               
                                                                Non-GAAP   
                                                                Adjusted   
                                 Amortization  Non Operating  Income Before
                                 of Intangible     Income      Applicable  
                                   Assets(3)    (Expense)(4)  Income Taxes 
                                -------------- ------------- --------------
Total revenue                   $           -  $           - $     891,217 
Network fees and other costs                -              -       410,736 
                                -------------- ------------- --------------
  Net revenue(1)                            -              -       480,481 
Sales and marketing                         -              -       144,844 
Other operating costs                       -              -        70,112 
General and administrative                  -              -        32,259 
Depreciation and amortization         (47,242)             -        17,992 
                                -------------- ------------- --------------
Income from operations                 47,242              -       215,274 
Interest expense-net                        -              -       (26,118)
Non-operating income (expense)              -          4,664             - 
                                -------------- ------------- --------------
Income before applicable income                                            
 taxes                          $      47,242  $       4,664 $     189,156 
                                ============== ============= ==============
                                                                           
                                                                            
                                      Three Months Ended June 30, 2015      
                                --------------------------------------------
                                                    Non-GAAP Adjustments    
                                               -----------------------------
                                                 Transition,                
                                                Acquisition                 
                                                     and        Share-Based 
                                     GAAP      Integration(2)  Compensation 
                                -------------- -------------- --------------
Total revenue                   $     785,995  $           -  $           - 
Network fees and other costs          362,349              -              - 
                                -------------- -------------- --------------
  Net revenue(1)                      423,646              -              - 
Sales and marketing                   122,925              -              - 
Other operating costs                  76,551        (11,908)             - 
General and administrative             47,060        (11,437)        (5,097)
Depreciation and amortization          67,659              -              - 
                                -------------- -------------- --------------
Income from operations                109,451         23,345          5,097 
Interest expense-net                  (25,714)             -              - 
Non-operating income (expense)         (6,725)             -              - 
                                -------------- -------------- --------------
Income before applicable income                                             
 taxes                          $      77,012  $      23,345  $       5,097 
                                ============== ============== ==============
                                                                            
                                                                           
                                     Three Months Ended June 30, 2015      
                               --------------------------------------------
                                    Non-GAAP Adjustments                   
                               -----------------------------               
                                                                Non-GAAP   
                                                                Adjusted   
                                 Amortization  Non Operating  Income Before
                                 of Intangible     Income      Applicable  
                                   Assets(3)    (Expense)(4)  Income Taxes 
                                -------------- ------------- --------------
Total revenue                   $           -  $           - $     785,995 
Network fees and other costs                -              -       362,349 
                                -------------- ------------- --------------
  Net revenue(1)                            -              -       423,646 
Sales and marketing                         -              -       122,925 
Other operating costs                       -              -        64,643 
General and administrative                  -              -        30,526 
Depreciation and amortization         (47,524)             -        20,135 
                                -------------- ------------- --------------
Income from operations                 47,524              -       185,417 
Interest expense-net                        -              -       (25,714)
Non-operating income (expense)              -          6,725             - 
                                -------------- ------------- --------------
Income before applicable income                                            
 taxes                          $      47,524  $       6,725 $     159,703 
                                ============== ============= ==============
                                                                           

Non-GAAP Financial Measures
This schedule presents non-GAAP 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) 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) Represents acquisition and integration costs incurred in connection with
our acquisitions, charges related to employee termination benefits and other
transition activities.                                                      
(3) Represents amortization of intangible assets acquired through business  
combinations and customer portfolio and related asset acquisitions.         
(4) Non-operating income (expense) during 2016 and 2015 primarily relates to
the change in the fair value of a TRA entered into as part of the           
acquisition of Mercury.                                                     
                                                                            

Schedule 8
Vantiv, Inc.
Reconciliation of GAAP Income Before Applicable Income Taxes to Non-GAAP Adjusted Income Before Applicable Income Taxes
(Unaudited)
(in thousands)

                                                                            
                                       Six Months Ended June 30, 2016       
                                --------------------------------------------
                                                    Non-GAAP Adjustments    
                                               -----------------------------
                                                 Transition,                
                                                 Acquisition                
                                                     and        Share-Based 
                                     GAAP      Integration(2)  Compensation 
                                -------------- -------------- --------------
Total revenue                   $   1,709,840  $           -  $           - 
Network fees and other costs          798,149              -              - 
                                -------------- -------------- --------------
  Net revenue(1)                      911,691              -              - 
Sales and marketing                   280,482              -              - 
Other operating costs                 147,302         (5,975)             - 
General and administrative             93,104        (13,596)       (16,292)
Depreciation and amortization         133,464              -              - 
                                -------------- -------------- --------------
Income from operations                257,339         19,571         16,292 
Interest expense-net                  (53,847)             -              - 
Non-operating income (expense)        (10,316)             -              - 
                                -------------- -------------- --------------
Income before applicable income                                             
 taxes                          $     193,176  $      19,571  $      16,292 
                                ============== ============== ==============
                                                                            
                                                                           
                                      Six Months Ended June 30, 2016       
                               --------------------------------------------
                                    Non-GAAP Adjustments                   
                               -----------------------------               
                                                                Non-GAAP   
                                                                Adjusted   
                                 Amortization  Non Operating  Income Before
                                 of Intangible     Income      Applicable  
                                   Assets(3)    (Expense)(4)  Income Taxes 
                                -------------- ------------- --------------
Total revenue                   $           -  $           - $   1,709,840 
Network fees and other costs                -              -       798,149 
                                -------------- ------------- --------------
  Net revenue(1)                            -              -       911,691 
Sales and marketing                         -              -       280,482 
Other operating costs                       -              -       141,327 
General and administrative                  -              -        63,216 
Depreciation and amortization         (94,907)             -        38,557 
                                -------------- ------------- --------------
Income from operations                 94,907              -       388,109 
Interest expense-net                        -              -       (53,847)
Non-operating income (expense)              -         10,316             - 
                                -------------- ------------- --------------
Income before applicable income                                            
 taxes                          $      94,907  $      10,316 $     334,262 
                                ============== ============= ==============
                                                                           
                                                                            
                                       Six Months Ended June 30, 2015       
                                --------------------------------------------
                                                    Non-GAAP Adjustments    
                                               -----------------------------
                                                 Transition,                
                                                 Acquisition                
                                                     and        Share-Based 
                                     GAAP      Integration(2)  Compensation 
                                -------------- -------------- --------------
Total revenue                   $   1,491,606  $           -  $           - 
Network fees and other costs          693,495              -              - 
                                -------------- -------------- --------------
  Net revenue(1)                      798,111              -              - 
Sales and marketing                   238,980              -              - 
Other operating costs                 145,290        (18,233)             - 
General and administrative             94,903        (19,786)       (16,720)
Depreciation and amortization         135,461              -              - 
                                -------------- -------------- --------------
Income from operations                183,477         38,019         16,720 
Interest expense-net                  (51,725)             -              - 
Non-operating income (expense)        (15,491)             -              - 
                                -------------- -------------- --------------
Income before applicable income                                             
 taxes                          $     116,261  $      38,019  $      16,720 
                                ============== ============== ==============
                                                                            
                                                                           
                                      Six Months Ended June 30, 2015       
                               --------------------------------------------
                                    Non-GAAP Adjustments                   
                               -----------------------------               
                                                                Non-GAAP   
                                                                Adjusted   
                                 Amortization  Non Operating  Income Before
                                 of Intangible     Income      Applicable  
                                   Assets(3)    (Expense)(4)  Income Taxes 
                                -------------- ------------- --------------
Total revenue                   $           -  $           - $   1,491,606 
Network fees and other costs                -              -       693,495 
                                -------------- ------------- --------------
  Net revenue(1)                            -              -       798,111 
Sales and marketing                         -              -       238,980 
Other operating costs                       -              -       127,057 
General and administrative                  -              -        58,397 
Depreciation and amortization         (94,749)             -        40,712 
                                -------------- ------------- --------------
Income from operations                 94,749              -       332,965 
Interest expense-net                        -              -       (51,725)
Non-operating income (expense)              -         15,491             - 
                                -------------- ------------- --------------
Income before applicable income                                            
 taxes                          $      94,749  $      15,491 $     281,240 
                                ============== ============= ==============
                                                                           

Non-GAAP Financial Measures
This schedule presents non-GAAP 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) 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) Represents acquisition and integration costs incurred in connection with
our acquisitions, charges related to employee termination benefits and other
transition activities.                                                      
(3) Represents amortization of intangible assets acquired through business  
combinations and customer portfolio and related asset acquisitions.         
(4) Non-operating income (expense) during 2016 and 2015 primarily relates to
the change in the fair value of a TRA entered into as part of the           
acquisition of Mercury.                                                     
                                                                            

Schedule 9
Vantiv, Inc.
Reconciliation of GAAP Net Income to Adjusted EBITDA
(Unaudited)
(in thousands)

                                                                            
                        Three Months                                        
                           Ended                 Six Months Ended           
                          June 30,                    June 30,              
                     -----------------           -----------------          
                       2016     2015    % Change   2016     2015    % Change
                     -------- -------- --------- -------- -------- ---------
Net income           $ 78,461 $ 52,693      49%  $130,909 $ 79,689      64% 
Income tax expense     38,441   24,319      58%    62,267   36,572      70% 
Non-operating                                                               
 expenses(1)            4,664    6,725     (31)%   10,316   15,491     (33)%
Interest expense-net   26,118   25,714       2%    53,847   51,725       4% 
Share-based                                                                 
 compensation           7,940    5,097      56%    16,292   16,720      (3)%
Transition,                                                                 
 acquisition and                                                            
 integration                                                                
 costs(2)              12,408   23,345     (47)%   19,571   38,019     (49)%
Depreciation and                                                            
 amortization          65,234   67,659      (4)%  133,464  135,461      (1)%
                     -------- --------           -------- --------          
Adjusted EBITDA      $233,266 $205,552      13%  $426,666 $373,677      14% 
                     ======== ========           ======== ========          
                                                                            

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

                                                                            
(1) Non-operating expenses for the three and six months ended June 30, 2016 
and 2015 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.                                                      
                                                                            

Schedule 10
Vantiv, Inc.
Outlook Summary
(Unaudited)
(in millions, except share data)

                      Third Quarter Financial                               
                              Outlook            Full Year Financial Outlook
                   ---------------------------- ----------------------------
                      Three Months                                          
                        Ended                      Year Ended               
                     September 30,                 December 31,             
                   -----------------            -----------------           
                     2016     2015                2016     2015             
                    Outlook  Actual   % Change   Outlook  Actual   % Change 
                   -------- -------- ---------- -------- -------- ----------
GAAP net income                                                             
 per share                                                                  
 attributable to    $0.37 -                      $1.39 -                    
 Vantiv, Inc.         $0.39    $0.27 37% - 44%     $1.44    $0.95 46% - 52% 
Adjustments to                                                              
 reconcile GAAP to                                                          
 non-GAAP pro                                                               
 forma adjusted                                                             
 net income per                                                             
 share(1)             $0.30    $0.32       (6)%    $1.22    $1.29       (5)%
                   -------- --------            -------- --------           
Pro forma adjusted                                                          
 net income per     $0.67 -                      $2.61 -                    
 share                $0.69    $0.59 14% - 17%     $2.66    $2.24 17% - 19% 
                   ======== ========            ======== ========           
                                                                            

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

                                                                            
(1) Represents adjustments for the following items: (a) acquisition and     
integration costs incurred in connection with our acquisitions, charges     
related to employee termination benefits and other transition activities;   
(b) share-based compensation; (c) amortization of intangible assets acquired
in business combinations and customer portfolio and related asset           
acquisitions; (d) non-operating expense primarily associated with the change
in fair value of a TRA entered into as part of the acquisition of Mercury;  
(e) non-controlling interest; (f) adjustments to income tax expense to      
reflect an effective rate of 36%, 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.                                

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


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