CINCINNATI, Feb. 1, 2017 /PRNewswire/ -- Vantiv, Inc. (NYSE: VNTV) ("Vantiv" or the "company") today announced financial results for the fourth quarter and full-year ended December 31, 2016.

For the fourth quarter, total revenue increased 12% to $955 million as compared to $852 million in the prior year period. Net revenue increased 11% to $502 million as compared to $453 million in the prior year period. On a GAAP basis, net income per diluted share attributable to Vantiv, Inc. decreased 6% to $0.29 as compared to $0.31 in the prior year period. Pro forma adjusted net income per share increased 15% to $0.75 as compared to $0.65 in the prior year period. (See Schedule 1 for net income per diluted share attributable to Vantiv, Inc. and Schedule 2 for pro forma adjusted net income per share.)

For the full-year 2016, total revenue increased 13% to $3,579 million as compared to $3,160 million in the prior year. Net revenue increased 13% to $1,905 million as compared to $1,682 million in the prior year. On a GAAP basis, net income per diluted share attributable to Vantiv, Inc. increased 39% to $1.32 in 2016 as compared to $0.95 in the prior year. Pro forma adjusted net income per share increased 22% to $2.73 as compared to $2.24 in the prior year. (See Schedule 1 for net income per diluted share attributable to Vantiv, Inc. and Schedule 2 for pro forma adjusted net income per share.)

"I am delighted to continue our trend of consistently generating double-digit organic growth and successful financial results," said Charles Drucker, president and chief executive officer at Vantiv. "Our pattern of success shows that our strategy to expand into high growth channels and verticals is working, and it also highlights that our people consistently execute at the highest level."

Merchant Services
For the fourth quarter, Merchant Services net revenue increased 14% to $412 million as compared to $363 million in the prior year period, primarily due to a 13% increase in transactions and a 1% increase in net revenue per transaction. Strong transaction growth was primarily due to new client wins, including the ramp up of a large new client. The increase in net revenue per transaction was primarily due to our continued positive mix shift toward high growth channels. Sales and marketing expenses increased 13% to $142 million as compared to $125 million in the prior year period, primarily due to new sales growth. (See Schedule 3 for segment information.)

For the full-year 2016, Merchant Services net revenue increased 16% to $1,546 million as compared to $1,336 million in the prior year, primarily due to an 11% increase in transactions and a 5% increase in net revenue per transaction. Similar to the trends described above for the fourth quarter, strong transaction growth was primarily due to new client wins. The increase in net revenue per transaction was primarily due to our continued positive mix shift toward high growth channels. Sales and marketing expenses increased 17% to $558 million as compared to $479 million in the prior year, primarily due to new sales growth. (See Schedule 3 for segment information.)

Financial Institution Services
For the fourth quarter, Financial Institution Services net revenue of $90 million was flat as compared to the prior year period. Growth in the core business was offset by compression from the Fifth Third Bank contract renewal and lapping the contribution from EMV card reissuance and fraud related services in the prior year period. Sales and marketing expenses decreased 7% to $6.7 million as compared to $7.2 million in the prior year period. (See Schedule 3 for segment information.)

For the full-year 2016, Financial Institution Services net revenue increased 4% to $359 million as compared to $346 million in the prior year, primarily due to a 4% increase in net revenue per transaction. The increase in net revenue per transaction was primarily due to value added services, including the impact of EMV card reissuance and fraud related services. Sales and marketing expenses decreased 4% to $24 million from $25 million in the prior year. (See Schedule 3 for segment information.)

Operating Expenses
For the fourth quarter, Other operating costs increased 4% on a GAAP basis to $75 million as compared to $72 million in the prior year period. When excluding transition, acquisition and integration costs of $1.1 million, Other operating costs increased 9% on a pro forma basis to $74 million as compared to $68 million in the prior year period. (See Schedule 1 for GAAP financial measures and Schedule 2 for non-GAAP and pro forma adjustments.)

For the full-year 2016, Other operating costs increased 4% on a GAAP basis to $294 million as compared to $284 million in the prior year. When excluding transition, acquisition and integration costs of $8.9 million, Other operating costs increased 11% on a pro forma basis to $285 million as compared to $256 million in the prior year. (See Schedule 1 for GAAP financial measures and Schedule 2 for non-GAAP and pro forma adjustments.)

For the fourth quarter, General and administrative expenses increased 22% on a GAAP basis to $56 million as compared to $46 million in the prior year period. When excluding transition, acquisition and integration costs of $14.1 million as well as share-based compensation of $10.0 million, General and administrative expenses increased 4% on a pro forma basis to $32 million as compared to $31 million in the prior year period. (See Schedule 1 for GAAP financial measures and Schedule 2 for non-GAAP and pro forma adjustments.)

For the full-year 2016, General and administrative expenses increased 4% on a GAAP basis to $190 million as compared to $182 million in the prior year. When excluding transition, acquisition and integration costs of $28.7 million as well as share-based compensation of $35.9 million, General and administrative expenses increased 7% on a pro forma basis to $125 million as compared to $117 million in the prior year. (See Schedule 1 for GAAP financial measures and Schedule 2 for non-GAAP and pro forma adjustments.)

Adjusted EBITDA
For the fourth quarter, adjusted EBITDA increased 12% to $248 million or 49.5% of net revenue as compared to $222 million or 49.1% of net revenue in the prior year period. For the full-year 2016, adjusted EBITDA increased 13% to $912 million or 47.9% of net revenue as compared to $804 million or 47.8% of net revenue in the prior year. (See Schedule 6 for a reconciliation of GAAP net income to adjusted EBITDA.)

Depreciation and Amortization
For the fourth quarter, Depreciation and amortization expense was flat on a GAAP basis as compared to the prior year period at $71 million. Excluding amortization of intangible assets related to acquisitions of $48 million, depreciation and amortization expense decreased 2% on a pro forma basis to $22 million as compared to $23 million in the prior year period. (See Schedule 1 for GAAP financial measures and Schedule 2 for non-GAAP and pro forma adjustments.)

For the full-year 2016, Depreciation and amortization expense decreased by 2% on a GAAP basis to $270 million as compared to $277 million in the prior year period. Excluding amortization of intangible assets related to acquisitions of $191 million, depreciation and amortization expense decreased 7% on a pro forma basis to $79 million as compared to $86 million in the prior year. (See Schedule 1 for GAAP financial measures and Schedule 2 for non-GAAP and pro forma adjustments.)

Full-Year and First Quarter 2017 Financial Outlook
Based on the current level of transaction trends and new business activity, for the full-year 2017, net revenue is expected to be $2,080 to $2,120 million, representing an increase of 9% to 11% above 2016. GAAP net income per share attributable to Vantiv, Inc. is expected to be $1.61 to $1.68 for the full-year 2017. Pro forma adjusted net income per share is expected to be $3.14 to $3.21, representing an increase of 15% to 18% above 2016. (See Schedule 7 for a reconciliation of the outlook for GAAP net income per share attributable to Vantiv, Inc. to pro forma adjusted net income per share.)

For the first quarter of 2017, net revenue is expected to be $465 to $470 million, representing an increase of 8% to 9% above the prior year period. GAAP net income per share attributable to Vantiv, Inc. is expected to be $0.24 to $0.26 for the first quarter of 2017. Pro forma adjusted net income per share is expected to be $0.63 to $0.65, representing an increase of 13% to 16% above the prior year period. (See Schedule 7 for a reconciliation of the outlook for GAAP net income per share attributable to Vantiv, Inc. to pro forma adjusted net income per share.)

Earnings Conference Call and Audio Webcast
The company will host a conference call to discuss the fourth quarter and full-year 2016 financial results today at 8:00 a.m. EST. The conference call can be accessed live over the phone by dialing 877-627-6544, or for international callers 719-325-4826, and referencing conference code 1135169. 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 1135169. The replay will be available through Wednesday, February 15, 2017. 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 www.vantiv.com, or follow us on Twitter, Facebook, LinkedIn, Google+ and YouTube.

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

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

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

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

CONTACTS

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

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

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


                                                                            Three Months Ended                                                        Year Ended

                                                               December 31,             December 31,                                 December 31,                    December 31,

                                                                       2016                      2015             % Change                       2016                        2015  % Change
                                                                       ----                      ----             --------                       ----                        ----  --------

    Total revenue                                                            $955,132                                      $852,334                              12%                            $3,578,991          $3,159,938 13%

    Network fees and other costs                                    452,720                               399,159                       13%                              1,674,230                1,478,202     13%
                                                                    -------                               -------                                                        ---------                ---------

    Net revenue(1)                                                  502,412                               453,175                       11%                              1,904,761                1,681,736     13%

    Sales and marketing                                             148,521                               132,488                       12%                                582,251                  503,949     16%

    Other operating costs                                            74,771                                72,213                        4%                                294,235                  284,066      4%

    General and administrative                                       55,876                                45,974                       22%                                189,707                  182,369      4%

    Depreciation and amortization                                    70,504                                70,843                         -   %                            270,054                  276,942    (2)%
                                                                     ------                                ------                                                          -------                  -------

    Income from operations                                          152,740                               131,657                       16%                                568,514                  434,410     31%

    Interest expense-net                                           (28,213)                             (26,967)                       5%                              (109,534)               (105,736)     4%

    Non-operating expense(2)                                       (21,307)                              (7,469)                     185%                               (36,256)                (31,268)    16%
                                                                    -------                                ------                                                          -------                  -------

    Income before applicable income taxes                           103,220                                97,221                        6%                                422,724                  297,406     42%

    Income tax expense                                               40,262                                26,829                       50%                                141,853                   88,177     61%
                                                                     ------                                ------                                                          -------                   ------

    Net income                                                       62,958                                70,392                     (11)%                                280,871                  209,229     34%

    Less: Net income attributable to non-controlling interests     (15,111)                             (19,463)                    (22)%                               (67,663)                (61,283)    10%
                                                                    -------                               -------                                                          -------                  -------

    Net income attributable to Vantiv, Inc.                                   $47,847                                       $50,929                             (6)%                              $213,208            $147,946 44%
                                                                              =======                                       =======                                                               ========            ========

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

    Basic                                                                       $0.30                                         $0.35                            (14)%                                 $1.37               $1.02 34%

    Diluted(3)                                                                  $0.29                                         $0.31                             (6)%                                 $1.32               $0.95 39%

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

    Basic                                                       157,355,173                           145,059,903                                        156,043,636               145,044,577

    Diluted                                                     162,201,382                           198,519,558                                        162,115,549               200,934,442

    Non Financial Data:

    Transactions (in millions)                                        6,700                                 6,084                       10%                                 24,973                   22,991      9%

________________
((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 expense for the three months and year ended December 31, 2016 relates to the change in fair value of a tax receivable agreement ("TRA") entered into as part of the acquisition of Mercury as well as expenses relating to the refinancing of our senior secured credit facilities in October 2016. The three months and year ended December 31, 2015 amount primarily relates to the change in fair value of a 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 is 36.0%. During the three months and year ended December 31, 2016, approximately 35.0 million weighted-average Class B units of Vantiv Holding were excluded in computing diluted net income per share because including them would have an antidilutive effect. As the Class B units of Vantiv Holding were not included, the numerator used in the calculation of diluted net income per share was equal to the numerator used in the calculation of basic net income per share for the three months and year ended December 31, 2016. The components of the diluted net income per share calculation are as follows:




                                                   Three Months Ended                             Year Ended

                                          December 31,                        December 31,               December 31,              December 31,

                                                  2016                                     2015                    2016                       2015
                                                  ----                                     ----                    ----                       ----

    Income before applicable income taxes            $                      -                                   $97,221                            $         -   $297,406

    Taxes                                            -                                    35,000                                  -                    107,066
                                                   ---                                    ------                                ---                    -------

    Net income                                                        $47,847                                    $62,221                               $213,208    $190,340

    Diluted shares                         162,201,382                                198,519,558                        162,115,549                 200,934,442

    Diluted EPS                                                         $0.29                                      $0.31                                  $1.32       $0.95



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


                                                         Three Months Ended                                                       Year Ended

                                            December 31,             December 31,                                December 31,      December 31,

                                                    2016                      2015             % Change                    2016               2015            % Change
                                                    ----                      ----             --------                    ----               ----            --------

    Income before applicable income                       $103,220                                       $97,221                               6%                                    $422,724          $297,406 42%
    taxes

    Non-GAAP Adjustments:

    Transition, acquisition and                   15,226                                13,205                              15%                        37,558                           62,583   (40)%
    integration costs(1)

    Share-based compensation(2)                    9,979                                 6,640                              50%                        35,871                           30,492     18%

    Intangible amortization(3)                    48,118                                48,010                                - %                     190,822                          191,441       - %

    Non-operating expenses(4)                     21,307                                 7,469                             185%                        36,256                           31,268     16%

      Non-GAAP Adjusted Income                   197,850                               172,545                              15%                       723,231                          613,190     18%
      Before Applicable Taxes

    Less: Pro Forma Adjustments

    Income tax expense(5)                         71,226                                62,116                              15%                       260,363                          220,748     18%

    Tax adjustments(6)                          (21,118)                             (18,008)                             17%                      (76,160)                        (58,186)    31%

    Other(7)                                       (381)                                   31                               NM                         1,200                            1,501   (20)%
                                                                                          ---                                                          -----

    Pro forma adjusted net income                         $148,123                                      $128,406                              15%                                    $537,828          $449,127 20%
                                                          ========                                      ========                                                                     ========          ========


    Pro forma adjusted net income per share                  $0.75                                         $0.65                              15%                                       $2.73             $2.24 22%

    Adjusted shares outstanding(8)           197,244,208                           198,519,558                                        197,158,375                      200,934,442

Non-GAAP and Pro Forma Financial Measures

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

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

((1)) Represents acquisition and integration costs incurred in connection with our acquisitions, charges related to employee termination benefits and other transition activities. Transition, acquisition and integration costs for the three months ended December 31, 2016 and 2015 include $1.1 million and $4.5 million in Other Operating Costs, respectively and $14.1 million and $8.7 million in General and Administrative ("G&A"), respectively. Transition, acquisition and integration costs for the twelve months ended December 31, 2016 and 2015 include $8.9 million and $27.8 million in Other Operating Costs, respectively and $28.7 million and $34.8 million in G&A, respectively.

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

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

((4)) Non-operating expense for the three months and year ended December 31, 2016 relates to the change in fair value of a TRA entered into as part of the acquisition of Mercury as well as expenses relating to the refinancing of our senior secured credit facilities in October 2016. Non-operating expense for the three months and year ended December 31, 2015 primarily relates to the change in the fair value of the TRA entered into as part of the acquisition of Mercury.

((5)) Represents adjusted income tax expense to reflect an effective tax rate of 36.0%, assuming the conversion of the Class B units of Vantiv Holding into shares of Class A common stock, including the tax effect of adjustments described above.

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

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

((8)) The adjusted shares outstanding include 35.0 million weighted-average Class B units that are excluded from the GAAP dilutive net income per share calculation for the three months and year ended December 31, 2016 because including them would have an antidilutive effect.



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


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


                                      Three Months Ended December 31,

                                      2016                                 2015    $ Change           % Change
                                      ----                                 ----    --------           --------

    Total revenue                               $831,918                            $721,542                         $110,376             15%

    Network fees and other costs   419,470                                358,598              60,872                      17%
                                   -------                                -------              ------                      ---

    Net revenue                    412,448                                362,944              49,504                      14%

    Sales and marketing            141,835                                125,301              16,534                      13%
                                                                                                                                 ---

    Segment profit                              $270,613                            $237,643                          $32,970             14%
                                                ========                            ========                          =======             ===


    Non-financial data:

    Transactions (in millions)       5,711                                  5,072                               13%

    Net revenue per transaction                  $0.0722                             $0.0716                                         1%


                                          Year Ended December 31,

                                      2016                                 2015    $ Change           % Change
                                      ----                                 ----    --------           --------

    Total revenue                             $3,082,951                          $2,656,906                         $426,045             16%

    Network fees and other costs 1,537,072                              1,321,312             215,760                      16%
                                 ---------                              ---------             -------                      ---

    Net revenue                  1,545,879                              1,335,594             210,285                      16%

    Sales and marketing            557,942                                478,736              79,206                      17%
                                                                                                                                 ---

    Segment profit                              $987,937                            $856,858                         $131,079             15%
                                                ========                            ========                         ========             ===


    Non-financial data:

    Transactions (in millions)      20,955                                 18,959                               11%

    Net revenue per transaction                  $0.0738                             $0.0704                                         5%


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


                                      Three Months Ended December 31,

                                      2016                                 2015    $ Change           % Change
                                      ----                                 ----    --------           --------

    Total revenue                               $123,214                            $130,792                         $(7,578)           (6)%

    Network fees and other costs    33,250                                 40,561             (7,311)                   (18)%
                                    ------                                 ------              ------                     ----

    Net revenue                     89,964                                 90,231               (267)                       -  %

    Sales and marketing              6,686                                  7,187               (501)                    (7)%
                                     -----                                  -----                ----                      ---

    Segment profit                               $83,278                             $83,044                             $234               - %
                                                 =======                             =======                             ====             === ===


    Non-financial data:

    Transactions (in millions)         989                                  1,012                              (2)%

    Net revenue per transaction                  $0.0910                             $0.0892                                         2%


                                          Year Ended December 31,

                                      2016                                 2015    $ Change           % Change
                                      ----                                 ----    --------           --------

    Total revenue                               $496,040                            $503,032                         $(6,992)           (1)%

    Network fees and other costs   137,158                                156,890            (19,732)                   (13)%
                                   -------                                -------             -------                     ----

    Net revenue                    358,882                                346,142              12,740                       4%

    Sales and marketing             24,309                                 25,213               (904)                    (4)%
                                    ------                                 ------                ----                      ---

    Segment profit                              $334,573                            $320,929                          $13,644              4%
                                                ========                            ========                          =======             ===


    Non-financial data:

    Transactions (in millions)       4,018                                  4,032                                 - %

    Net revenue per transaction                  $0.0893                             $0.0858                                         4%



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


                                                  December 31,              December 31,
                                                          2016                         2015
                                                          ----                         ----

    Assets

    Current
     assets:

    Cash and
     cash
     equivalents                                                   $139,148                     $197,096

    Accounts
     receivable-
     net                                               940,052                        680,033

    Related
     party
     receivable                                          1,751                          3,999

    Settlement
     assets                                            152,490                        143,563

    Prepaid
     expenses                                           39,229                         31,147

    Other                                               15,188                         61,661
                                                        ------                         ------

      Total
       current
       assets                                        1,287,858                      1,117,499


      Customer
       incentives                                       67,288                         57,984

      Property,
       equipment
       and
       software-
       net                                             348,553                        308,009

      Intangible
       assets-
       net                                             787,820                        863,066

      Goodwill                                       3,738,589                      3,366,528

      Deferred
       taxes                                           771,139                        731,622

      Other
       assets                                           42,760                         20,718
                                                                                      ------

    Total
     assets                                                      $7,044,007                   $6,465,426
                                                                 ==========                   ==========


    Liabilities
     and equity

    Current
     liabilities:

    Accounts
     payable
     and
     accrued
     expenses                                                      $471,979                     $364,878

    Related
     party
     payable                                             3,623                          4,698

    Settlement
     obligations                                       801,381                        677,502

    Current
     portion of
     note
     payable                                           131,119                        116,501

    Current
     portion of
     tax
     receivable
     agreement
     obligations
     to related
     parties                                           191,014                         31,232

    Current
     portion of
     tax
     receivable
     agreement
     obligations                                        60,400                         64,227

    Deferred
     income                                              7,907                         14,470

    Current
     maturities
     of capital
     lease
     obligations                                         7,870                          7,931

    Other                                               13,719                         13,940
                                                        ------                         ------

      Total
       current
       liabilities                                   1,689,012                      1,295,379

    Long-term
     liabilities:

    Note
     payable                                         3,089,603                      2,943,638

    Tax
     receivable
     agreement
     obligations
     to related
     parties                                           451,318                        801,829

    Tax
     receivable
     agreement
     obligations                                        86,640                        126,980

    Capital
     lease
     obligations                                        13,223                         21,801

    Deferred
     taxes                                              62,148                         15,836

    Other                                               44,774                         34,897
                                                        ------                         ------

      Total long-
       term
       liabilities                                   3,747,706                      3,944,981

    Total
     liabilities                                     5,436,718                      5,240,360


    Commitments
     and
     contingencies

    Equity:

      Total
       equity (1)                                    1,607,289                      1,225,066

    Total
     liabilities
     and equity                                                  $7,044,007                   $6,465,426
                                                                 ==========                   ==========

    _______________

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




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


                                                                                                     Year Ended

                                                                                      December 31,            December 31,
                                                                                              2016                     2015
                                                                                              ----                     ----

    Operating Activities:

    Net income                                                                                     $280,871                            $209,229

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

    Depreciation and amortization expense                                                  270,054                             276,942

    Amortization of customer incentives                                                     25,818                              18,256

    Amortization and write-off of debt issuance costs                                       22,584                               8,376

    Share-based compensation expense                                                        35,871                              30,492

    Deferred taxes                                                                          79,668                              55,280

    Excess tax benefit from share-based compensation                                      (12,167)                           (16,707)

    Tax receivable agreements non-cash items                                                19,527                              28,171

    Other                                                                                      467                               (945)

    Change in operating assets and liabilities:

    Accounts receivable and related party receivable                                     (212,862)                           (70,194)

    Net settlement assets and obligations                                                   79,719                             168,319

    Customer incentives                                                                   (42,548)                           (32,892)

    Prepaid and other assets                                                                39,636                              11,324

    Accounts payable and accrued expenses                                                   92,749                              57,861

    Payable to related party                                                               (1,075)                              2,663

    Other liabilities                                                                      (9,722)                             11,703


      Net cash provided by operating activities                                            668,590                             757,878
                                                                                           -------                             -------

    Investing Activities:

    Purchases of property and equipment                                                  (118,194)                           (84,730)

    Acquisition of customer portfolios and related assets and other                       (23,627)                           (41,997)

    Purchase of derivative instruments                                                    (21,523)                                  -

    Cash used in acquisitions, net of cash acquired                                      (406,777)                                  -
                                                                                          --------                                 ---

      Net cash used in investing activities                                              (570,121)                          (126,727)
                                                                                          --------                            --------

    Financing Activities:

    Proceeds from issuance of long-term debt                                             3,234,375                                   -

    Repayment of debt and capital lease obligations                                    (3,084,922)                          (326,462)

    Borrowings on revolving credit facility                                              1,250,000                             177,000

    Repayment of revolving credit facility                                             (1,250,000)                          (177,000)

    Payment of debt issuance costs                                                        (20,115)                                  -

    Proceeds from issuance of Class A common stock under employee stock plans               15,389                              13,630

    Warrant termination                                                                          -                          (200,219)

    Repurchase of Class A common stock                                                    (81,369)                          (200,406)

    Repurchase of Class A common stock (to satisfy tax withholding obligations)            (6,248)                           (16,527)

    Settlement of certain tax receivable agreements                                      (159,274)                           (94,022)

    Payments under tax receivable agreements                                              (53,474)                           (22,805)

    Excess tax benefit from share-based compensation                                        12,167                              16,707

    Distribution to non-controlling interests                                             (12,934)                           (12,892)

    Other                                                                                     (12)                                  -

    Decrease in cash overdraft                                                                   -                            (2,627)
                                                                                               ---                             ------

      Net cash used in financing activities                                              (156,417)                          (845,623)
                                                                                          --------                            --------

    Net decrease in cash and cash equivalents                                             (57,948)                          (214,472)

    Cash and cash equivalents-Beginning of period                                          197,096                             411,568

    Cash and cash equivalents-End of period                                                        $139,148                            $197,096
                                                                                                   ========                            ========

    Cash Payments:

    Interest                                                                                       $102,695                             $98,971

    Taxes                                                                                   51,140                               6,565

    Non-cash Items:

    Issuance of tax receivable agreements to related parties                                       $171,162                            $376,597



    Schedule 6
    Vantiv, Inc.
    Reconciliation of GAAP Net Income to Adjusted EBITDA
    (Unaudited)
    (in thousands)


                                                                      Three Months Ended                                                   Year Ended

                                                         December 31,              December 31,                           December 31,      December 31,

                                                                 2016                       2015        % Change                    2016               2015         % Change
                                                                 ----                       ----        --------                    ----               ----         --------

    Net income                                                           $62,958                                  $70,392                            (11)%                   $280,871        $209,229 34%

    Income tax expense                                         40,262                            26,829                              50%                    141,853             88,177   61%

    Non-operating expenses(1)                                  21,307                             7,469                             185%                     36,256             31,268   16%

    Interest expense-net                                       28,213                            26,967                               5%                    109,534            105,736    4%

    Share-based compensation                                    9,979                             6,640                              50%                     35,871             30,492   18%

    Transition, acquisition and integration costs(2)           15,226                            13,205                              15%                     37,558             62,583 (40)%

    Depreciation and amortization                              70,504                            70,843                                - %                  270,054            276,942  (2)%
                                                               ------                            ------                                                     -------            -------

    Adjusted EBITDA                                                     $248,449                                 $222,345                              12%                   $911,997        $804,427 13%
                                                                        ========                                 ========                                                    ========        ========

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 expense for the three months and year ended December 31, 2016 relates to the change in fair value of a TRA entered into as part of the acquisition of Mercury as well as expenses relating to the refinancing of our senior secured credit facilities in October 2016. The three months and year ended December 31, 2015 amount primarily relates 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 and charges related to employee termination benefits and other transition activities.

    Schedule 7
    Vantiv, Inc.
    Outlook Summary
    (Unaudited)


                                            First Quarter Financial Outlook                    Full Year Financial Outlook


                                      Three Months Ended March 31,                                    Year Ended December 31,

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

    GAAP net income per share                           $0.24 - $0.26                   $0.25                           (4)% - 4%            $1.61 - $1.68               $1.32             22% - 27%
    attributable to Vantiv, Inc.

    Adjustments to reconcile GAAP                               $0.39                    $0.31                                 26%                     $1.53                $1.41                    9%
    to non-GAAP pro forma adjusted
    net income per share(1)

    Pro forma adjusted net income per                   $0.63 - $0.65                   $0.56                           13% - 16%            $3.14 - $3.21               $2.73             15% - 18%
    share

Non-GAAP and Pro Forma Financial Measures

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

______________________
((1)) Represents 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 (for the year ended December 31, 2016, non-operating expense also includes a charge related to the refinancing of our senior secured credit facilities in October 2016); (e) non-controlling interest; (f) adjustments to income tax expense to reflect an effective rate of 36.0%, assuming conversion of the Fifth Third Bank non-controlling interests into shares of Class A common stock, including the tax effect of adjustments described above; and (g) tax benefits due to the amortization of intangible assets and other tax attributes resulting from or acquired with our acquisitions, and to the tax basis step up associated with our separation from Fifth Third Bank and the purchase or exchange of Class B units of Vantiv Holding, net of payment obligations under tax receivable agreements.

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SOURCE Vantiv, Inc.