~~Our risk management policies and procedures may not be fully effective in mitigating our risk exposure against all types of risks.~~

Our risk management policies and procedures may not be fully effective to identify, monitor and manage our risks. Some of our risk evaluation methods depend upon information provided by others and public information regarding markets, clientsnew or other matters that are otherwise inaccessible by us. In some cases, however, that information may not be accurate, complete or up-to-date. If our policies and procedures are not fully effective or we are not always successful in capturing all risks to which we are or may be exposed, we may suffer harm to our reputation or be subject to litigation or regulatory actions that could have a material adverse effect on our business, financial condition and results of operations.

~~We are subject to extensive government regulation, and any new~~changing laws and regulations, ~~industry standards or revisions made to existing~~as well as changes in the way exiting laws and regulations ~~or industry standards affecting the electronic payments industry~~are interpreted and ~~other industries in which we operate may have an unfavorable impact on our business, financial condition and results of operations.~~

Our business is impacted by numerous laws, regulations and examinations that affect us and our industry, many of which are discussed under "Item 1. Business - Regulation." In addition, the number of new and proposed regulations has increased significantly in recent years, particularly pertaining to interchange fees on credit and debit card transactions, which are paid to the card issuing financial institution. In July 2010, Congress passedenforced. For example, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, ~~which~~ significantly changed ~~financial regulation. Changes affecting~~ the U.S. payment processing industry ~~include~~by restricting amounts of debit card fees that certain issuing financial institutions can charge merchants and allowing merchants to set minimum dollar amounts for the acceptance of credit cards and offer discounts for different payment methods. ~~While the impact of these restrictions, examinations~~These and other regulatory changes on our business and industry ~~is difficult to determine, they~~ could negatively affect our business in a variety of ways including the number of debit transactions, and prices charged per transaction.

In the future, due to applicable law and regulation, we may have to seek and obtain ~~state~~additional licenses ~~to expand our distribution network for prepaid cards.~~in various jurisdictions. If we fail or are unable to comply with these requirements, our clients (or in certain instances, we) could be subject to the imposition of fines, or other penalties or enforcement-related actions which may impact our ability to offer our credit issuer processing services, prepaid or other related services and could have a material adverse effect on our business, financial condition and results of operations.

Because our business is highly regulated, it is very important to our business that our operations, policies and procedures comply with applicable laws, regulations and related requirements. Our failure to comply with applicable laws and regulations, or our failure to adapt to changes in ~~applicable laws and regulations,~~the regulatory regime, industry standards, or ~~a material~~social expectations of corporate fairness, could increase our costs or result in ~~our compliance and~~enforcement, litigation, or other ~~costs as a result of regulatory changes,~~governmental action against us, which could adversely affect our business, financial condition, ~~and~~ results of ~~operations. In addition, any failure to comply with laws~~operations, and ~~regulations, even if inadvertent, as well as rapidly evolving social expectations of corporate fairness, could damage our business or our~~ reputation.

Governmental regulations designed to protect or limit access to consumer information could adversely affect our ability to effectively provide our services to merchants.

Governmental bodies in the United States and abroad have adopted, or are considering the adoption of, laws and regulations restricting the transfer of, and requiring safeguarding of, non-public personal information. For example, in the United States, all financial institutions must undertake certain steps to ensure the privacy and security of consumer financial information. Although we have limited our use of consumer information solely to providing services to other businesses and financial institutions, we are required by regulations and contracts with our merchants and financial institution clients to provide assurances regarding the confidentiality and security of non-public consumer information. These contracts require periodic audits by independent companies regarding our compliance with industry standards and also allow for similar audits regarding best practices established by regulatory guidelines. The compliance standards relate to our infrastructure, components and operational procedures designed to safeguard the confidentiality and security of non-public consumer personal information shared by our clients with us. Our ability to maintain compliance with these standards and satisfy these audits will affect our ability to attract and maintain business in the future. If we fail to comply with these regulations or requirements, we could be exposed to suits for breach of contract or to governmental proceedings. In addition, our client relationships and reputation could be harmed, and we could be inhibited in our ability to obtain new clients. IfFurthermore, the EU General Data Protection Regulation (GDPR), which becomes effective in May 2018, requires companies to meet new requirements regarding the handling of personal data and substantially increases the penalties for non-compliance. Our GDPR compliance efforts could cause us to incur significant expenses, and if more restrictive privacy laws or rules are adopted by authorities in the future on the federal or state level, our compliance costs may increase, our opportunities for growth may be curtailed by our compliance capabilities or reputational harm and our potential liability for security breaches may increase, all of which could have a material adverse effect on our business, financial condition and results of operations.

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For purposes of federal and state banking laws, we are deemed to be controlled by Fifth Third Bank and Fifth Third Bancorp, and as such we are subject to supervision and examination by federal and state banking regulators, and our activities are limited to those permissible for Fifth Third Bank and Fifth Third Bancorp. We may therefore be restricted from engaging in new activities or businesses, whether organically or by acquisition. We are also subject to supervision and examination by the Federal Consumer Financial Protection Bureau.

~~As of~~ ~~December 31, 2014, Fifth Third Bank owned an equity interest representing approximately 22.8% of the voting and economic equity interest of Vantiv Holding and 18.5% of the voting interest in Vantiv, Inc.~~

~~We and Vantiv Holding historically have been, and are currently~~, deemed to be controlled by Fifth Third Bancorp and Fifth Third Bank and are therefore considered to be a subsidiary of Fifth Third Bank for purposes of relevant federal and state banking laws. We are therefore subject to regulation and supervision by the Federal Reserve and the Ohio Division of Financial Institutions, or the ODFI. We will remain subject to regulation and examination until Fifth Third Bancorp and Fifth Third Bank are no longer deemed to control us for bank regulatory purposes. The BHC Act and relevant federal and state banking laws and regulations include different thresholds for regulatory purposes to define control as compared to GAAP requirements, and as a result, Fifth Third Bancorp does not consolidate Vantiv Holding for financial reporting purposes. For financial reporting purposes, we have consolidated the results of Vantiv Holding due to our ownership of a majority voting ownership interest in Vantiv Holding.

~~For as long as we are deemed to be controlled by Fifth Third Bancorp and Fifth Third Bank for bank regulatory purposes, we~~ are subject to regulation, supervision, examination, and ~~potential~~ enforcement ~~action by the Federal Reserve~~authority of banking regulators and the ~~ODFI~~CFPB because we provide services to banks and other financial institutions. Our failure to ~~most~~comply with applicable banking laws, ~~regulations~~or our failure to meet supervisory expectations of the banking regulators or CFPB, could result in adverse regulatory action against us and ~~orders~~limit our activities or ability to execute corporate initiatives. In addition, banking regulators could also assert that ~~apply to Fifth Third Bancorp and Fifth Third Bank. Any restrictions placed on Fifth Third Bancorp or~~our relationship with Fifth Third Bank ~~as a result of any supervisory actions may also restrict us or~~causes our business to be subject to limits on our activities ~~in certain circumstances, even if these actions are unrelated~~or future corporate initiatives.

Because we provide data processing and other services to our conduct or business. Further, as long as we are deemed to be controlled by Fifth Third Bank, our activities are limited to those that are permissible for Fifth Third Bank to engage in, which include activities that are part of, or incidental to, the business of banking. Accordingly,U.S. banks, we are subject to ~~a covenant in the Amended~~regular oversight and ~~Restated Vantiv Holding Limited Liability Company Agreement that is intended to facilitate compliance~~examination by ~~Fifth Third Bank with relevant federal and state banking laws.~~

In addition, new activities that we may wish to commence in the future may not be permissible for us under relevant federal or state banking laws, or may require prior regulatory approvals. More generally, the Federal ~~Reserve has broad powers to approve, deny or refuse to act upon applications or notices for us to conduct new activities, acquire or divest businesses or assets, or reconfigure existing operations.~~

Because of the foregoing limitations, and in particular, Fifth Third Bank’s interest in us, it may be difficult for us to engage in activities abroad or invest in a non-U.S. company. We and Fifth Third Bank may seek to engage in offshore acquisitions and activities through various regulatory structures and entities, each ofFinancial Institutions Examination Council (FFIEC), which will generally require prior regulatory approval. The Federal Reserve and the ODFI would therefore have substantial discretion as to whether any such regulatory structures or entities could be utilized, whether we would be permitted to operate or invest in a non-U.S. company, and under what conditions such structures or entities~~could operate.~~

In light of the foregoing, there can be no assurance that we will be able to successfully engage in activities abroad or invest in a non-U.S. company. Any activities or other regulatory restrictions or approval requirements applicable to us as a result of our affiliation for bank regulatory purposes with Fifth Third Bancorp and Fifth Third Bank may inhibit our expansion into new markets or new business lines and may limit our ability to acquire other businesses or enter into other strategic transactions, which may in turn have a material adverse effect on our business, financial condition and results of operations.

~~We are subject to regulation and enforcement by the CFPB because we are an affiliate of Fifth Third Bank (which~~ is an ~~insured depository institution with greater than $10 billion in assets) for bank regulatory purposes and because~~inter-agency body of federal banking regulators. Because we are a service provider to insured depository institutions with assets of $10 billion or more in connection with their consumer financial products and to entities that are larger participants in markets for consumer financial products and services such as prepaid ~~cards. CFPB rules~~cards, we are subject to regulation and ~~examinations~~enforcement by the Consumer Financial Protection Bureau (CFPB). Our business may ~~require~~also be affected by banking regulation because Fifth Third Bank is an investor in us. Banking regulators could assert that Fifth Third Bank's investment in, or other relationships with, us ~~to adjust~~impose limitations, conditions or approval requirements affecting our activities, ~~and may increase our compliance costs, which~~investments or acquisitions. The imposition of such limitations, conditions or approval requirements could have an adverse ~~effect~~impact on our business, ~~financial condition~~such as by preventing us from pursuing an otherwise attractive acquisition or business opportunity. We have agreed with Fifth Third Bank to a framework for addressing

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any such limitations, conditions or approval requirements. See the section above entitled “Banking Regulation” for a more detailed discussion of such framework.

The banking regulators and ~~results~~CFPB have broad discretion in the implementation, interpretation and enforcement of ~~operations.~~banking and consumer protection laws. Our failure to comply with these laws, or our failure to meet the supervisory expectations of the banking regulators or CFPB, could result in adverse action against us. The regulators have the power to, among other things, enjoin “unsafe or unsound” practices; require affirmative actions to correct any violation or practice; issue administrative orders that can be judicially enforced; direct the sale of subsidiaries or other assets; and assess civil money penalties.

Changes in tax laws or their interpretations, or becoming subject to additional international, U.S., state or local taxes that cannot be passed through to our merchants, could reduce our net income.

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We are subject to tax laws in each jurisdiction where we do business. Changes in tax laws or their interpretations could decrease the amount of revenues we receive, the value of any tax loss carryforwards and tax credits recorded on our balance sheet and the amount of our cash flow, and have a material adverse impact on our business, financial condition and results of operations. Furthermore, companies in the electronic payments industry, including us, may become subject to incremental taxation in various tax jurisdictions. Taxing jurisdictions have not yet adopted uniform positions on this topic. If we are required to pay additional taxes and are unable to pass the tax expense through to our merchants, our costs would increase and our net income would be reduced.

The costs and effects of pending and future litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our business, financial position and results of operations.

We are involved in various litigation matters and from time to time may be involved in governmental or regulatory investigations or similar matters arising out of our current or future business. Our insurance or indemnities may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Furthermore, there is no guarantee that we will be successful in defending ourselves in pending or future litigation or similar matters under various laws. Should the ultimate judgments or settlements in any pending litigation or future litigation or investigation significantly exceed our insurance coverage, they could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to successfully manage our intellectual property and may be subject to infringement claims.

~~We rely on a combination of contractual rights and copyright, trademark, patent and trade secret laws to establish and protect our proprietary technology.~~ Third parties may challenge, invalidate, circumvent, infringe or misappropriate our intellectual property, or such intellectual property may not ~~be sufficient to permit~~provide us ~~to take advantage of current market trends or otherwise to provide~~any competitive advantages, which could result in costly redesign efforts, discontinuance of certain service offerings or other competitive harm. ~~Others, including our~~Our competitors ~~may~~could also independently develop similar technology, duplicate our services or design around our intellectual ~~property, and in such cases we could not assert our intellectual property rights against such parties.~~property. We may be forced to litigate to enforce or determine the scope and enforceability of our intellectual property rights, trade secrets and know-how, which is expensive, could cause a diversion of resources and may not prove successful. Also, ~~because of the rapid pace of technological change in our industry, aspects of our business and our services rely on technologies developed or licensed by third parties, and~~ we may not be able to obtain or continue to obtain licenses and technologies from ~~these~~ third parties on reasonable terms or at all. The loss of intellectual property protection or the inability to obtain third party intellectual property could harm our business and ability to compete.

We may also be subject to costly litigation in the event our services and technology infringe upon or otherwise violate a third party’s proprietary ~~rights. Third parties may~~rights, or if a third party claims we have or may eventually be issued, patents that could be infringed by our services or technology. Any of these third parties could make a claim of infringement against us with respect to our services or technology. We may also be subject to claims by third parties for breach ofbreached their copyright, trademark, license usage or other intellectual property rights. Any claim from third parties may result in a limitation on our ability to use the intellectual property subject to these claims. Additionally, ~~in recent years,~~we could be required to defend against individuals and groups who have been purchasing intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies like ours. Even if we believe that intellectual property related claims are without merit, defending against such claims is time consuming and expensive and could result in the diversion of the time and attention of our management and employees. Claims of intellectual property infringement also might require us to ~~redesign affected services, enter into~~pay costly settlement or ~~license agreements, pay costly~~ damage awards, or ~~face a temporary or permanent injunction prohibiting~~prevent us from marketing or selling certain of our services. If we cannot redesign affected services or ~~do not~~ license the infringed technology on reasonable terms or substitute similar technology from another source, our revenue and earnings could be adversely impacted.

Finally, we use open source software in connection with our technology and services. Companies that incorporate open source software into their products have, from time to time, faced claims challenging the ownership of open source software. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source ~~software. Some~~software, which we use in connection with our technology and services. Despite our efforts to prevent it from occurring, we could be required to by some of our open source software licenses ~~require users who distribute open source software as part of their software~~ to publicly disclose all or part of the source code to such software and/or make available any derivative works of the open source code on unfavorable terms or at no cost. While we monitor the use of open source software in our technology and services and try to ensure that none is used in a manner that would require us to disclose the source code to the related technology or service, such use could inadvertently occur and anyAny requirement to disclose our proprietary source code could be harmful to our business, financial condition and results of operations.

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If we lose key personnel or are unable to attract, recruit, retain and develop qualified employees, our business, financial condition and results of operations may be adversely affected.

We are dependent upon the ability and experience of a number of our key personnel who have substantial experience with our operations, the rapidly changing payment processing industry and the selected markets in which we offer our services. The loss of the services of one or a combination of our senior executives or key managers, including Charles D. Drucker, our chief executive officer, could have a material adverse effect on our business, financial condition and results of operations.

Additionally, in order for us to successfully compete and grow, we must attract, recruit, retain and develop the necessary personnel who can provide the needed expertise across the entire spectrum of our intellectual capital needs. We have hired significant numbers of new personnel in recent years and must continue to hire additional personnel to execute our strategic plans. However, the market for qualified personnel is competitive, and we may not succeed in recruiting additional personnel or may fail to effectively replace current personnel who depart. Failure to retain or attract key personnel could have a material adverse effect on our business, financial condition and results of operations.

Our operating results are subject to seasonality, which could result in fluctuations in our quarterly net income.

We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our revenues as a result of consumer spending patterns. Historically our revenues have been strongest in our fourth quarter, and weakest in our first quarter. This is due to the increase in the number and amount of electronic payment transactions related to seasonal retail events.

We may need to raise additional funds to finance our future capital needs, which may prevent us from growing our business.

We may need to raise additional funds to finance our future capital needs, including developing new services and technologies, and to fund ongoing operating expenses. We also may need additional financing earlier than we anticipate if we, among other things:

are required to pay significant settlements or fines;

repurchase our common stock; or

finance ~~Vantiv,~~Worldpay, Inc.’s purchase of Class B units of Vantiv Holding from Fifth Third Bank upon the exercise of its right to put its Class B units of Vantiv Holding to ~~Vantiv,~~Worldpay, Inc. in exchange for cash to the extent that we decide to purchase rather than exchange such units for Class A common stock.

If we raise additional funds through the sale of equity securities, these transactions may dilute the value of our outstanding Class A common stock. In addition, any issuance of securities constituting more than 20% of the total of our outstanding common stock, with certain limited exceptions, and incurrences of indebtedness that cause us to fail to meet a specified leverage ratio are subject to the consent rights of Fifth Third Bank set forth in our amended and restated certificate of incorporation and the Amended and Restated Vantiv Holding Limited Liability Company Agreement. We may also decide to issue securities, including debt securities that have rights, preferences and privileges senior to our Class A common stock. Any debt financing would increase our already high level of indebtedness and could negatively affect our liquidity and restrict our operations. We may be unable to raise additional funds on terms favorable to us or at all. If financing is not available or is not available on acceptable terms, we may be unable to fund our future needs. This may prevent us from increasing our market share, capitalizing on new business opportunities or remaining competitive in our industry.

We have a long sales cycle for many of our services, and if we fail to close sales after expending significant time and resources to do so, our business, financial condition and results of operations could be adversely affected.

The initial installation and set-up of many of our services often involve significant resource commitments by our clients, particularly those with larger operational scale. Potential clients generally commit significant resources to an evaluation of available services and require us to expend substantial time (six to nine months is not uncommon), effort and money educating them as to the value of our services. We incur substantial costs in order to obtain each new customer. We may expend significant funds and management resources during a sales cycle and ultimately fail to close the sale. Our sales cycle may be extended due to our clients’ budgetary constraints or for other reasons. If we are unsuccessful in closing sales after expending significant funds and management resources or we experience delays, it could have a material adverse effect on our business, financial condition and results of operations.

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Risks Related to Our Indebtedness and Organizational Structure

Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our debt obligations.

We have a high level of indebtedness. As of December 31, ~~2014,~~2017, we had total indebtedness of ~~$3.4~~$5.7 billion. For the year ended December 31, ~~2014,~~2017, total payments under our annual debt service obligations, including interest and principal, were approximately ~~$151~~$253 million. Subsequent to the closing of the Legacy Worldpay acquisition, we had total indebtedness of approximately $8.3 billion. Our high degree of leverage could have significant negative consequences, including:

increasing our vulnerability to adverse economic, industry or competitive developments;

requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

exposing us to the risk of increased interest rates because certain of our borrowings, including our borrowings under our senior secured credit facilities, are at variable rates of interest;

making it more difficult for us to comply with the obligations of our debt instruments, including restrictive covenants and borrowing conditions, which could result in an event of default under the agreements governing such indebtedness;

restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

making it more difficult for us to obtain payment network sponsorship and clearing services from financial institutions;

limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and

limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.

~~The~~As of the closing of the Legacy Worldpay acquisition mentioned above, the majority of our indebtedness consists of indebtedness under our senior secured credit facilities consisting of a $3.8 billion term AA-5 loan which matures in ~~2019 and~~2023, a $179 million term BA-3 loan which matures in ~~2021.~~2021, a $1.8 billion term B-4 loan which matures in 2024, and a $757 million term B-3 loan which matures in 2023. Our indebtedness also consists of $1.1 billion senior unsecured notes due in 2025 and a $613 million senior unsecured note due in 2022 (See Note 21 - Subsequent Events from Notes to Consolidated Financial Statements for additional discussion). We may not be able to refinance our senior secured credit facilities or any other indebtedness because of our high level of debt, debt incurrence restrictions under our debt agreements or because of adverse conditions in credit markets generally.

Despite our high indebtedness level, we still may be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness. Although our senior secured credit facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. For example, we may incur up to ~~$425 million~~$1.25 billion of additional debt pursuant to an incremental facility under our senior secured credit facilities, subject to certain terms and conditions.

Our use of derivative financial instruments may not be successful in managing our interest rate risks and could result in material financial losses by us.

~~From time to time,~~To the extent that we ~~have sought to reduce~~hedge our exposure to fluctuations in interest rates, ~~through the use of interest rate hedging arrangements. To the extent that we hedge our interest rate exposures,~~ we forgo the benefits we would otherwise experience if interest rates were to change in our favor. Developing an effective strategy for dealing with movements in interest rates is complex, and no strategy can completely insulate us from risks associated with such fluctuations. In addition, a counterparty to the arrangement could default on its obligation, thereby exposing us to credit risk. Further, we may have to repay certain costs, such as transaction fees or breakage costs, if we terminate these arrangements. Finally, our interest rate risk management activities could expose us to substantial losses if interest rates move materially differently from ~~management's~~management’s expectations. As a result, we cannot assure that our interest rate hedging arrangements will effectively manage our interest rate sensitivity or have the desired beneficial impact on our results of operations or financial condition.

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Our balance sheet includes significant amounts of goodwill and intangible assets. The impairment of a significant portion of these assets would negatively affect our business, financial condition and results of operations.

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Our balance sheet includes goodwill and intangible assets that represent ~~68%~~56% of our total assets at December 31, ~~2014~~.2017. These assets consist primarily of goodwill and customer relationship intangible assets associated with our acquisitions. WeAdditional acquisitions would also ~~expect to engage in additional acquisitions, which may~~ result in our recognition of additional goodwill and intangible assets. As a result of the Legacy Worldpay acquisition we will add a significant amount of additional goodwill and customer relationships to our balance sheet. Under current accounting standards, we are required to amortize certain intangible assets over the useful life of the asset, while goodwill is not amortized. On at least an annual basis, we assess whether there have been impairments in the carrying value of goodwill and certain intangible assets. If the carrying value of the asset is determined to be impaired, then it is written down to fair value by a charge to operating earnings. An impairment of a significant portion of goodwill or intangible assets could have a material adverse effect on our results of operations.

We are party to tax receivable agreements and the amounts we may be required to pay under these agreements are expected to be significant. In certain cases, payments under the tax receivable agreements may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the tax receivable agreements.

We are party to tax receivable agreements ~~with Fifth Third Bank. One provides for the payment by us to Fifth Third Bank~~(“TRAs”) as further described in “Item 7 - Management’s Discussion and Analysis of ~~85%~~Financial Condition and Results of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that we actually realize as a result of the increases in tax basis that may result from the purchase of Vantiv Holding units from Fifth Third Bank or from the future exchange of units by Fifth Third Bank for cash or shares of our Class A common stock, as well as the tax benefits attributable to payments made under such tax receivable agreement. Any actual increase in tax basis, as well as the amount and timing of any payments under the agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of the exchange, the extent to which such exchanges are taxable, and the amount and timing of our income. The other tax receivable agreement provides for the payment by us to Fifth Third Bank of 85% of the amount of cash savings according to Fifth Third Bank's respective ownership interests in Vantiv Holding immediately prior to our initial public offering, if any, in U.S. federal, state, local and foreign income tax that NPC actually realizes as a result of its use of its NOLs and other tax attributes.

Simultaneously and in connection with the completion of the Mercury acquisition, the Company entered into a Tax Receivable Agreement (the "Mercury TRA") with pre-acquisition owners of Mercury ("Mercury TRA Holders"). The Mercury TRA generally provides for the payment by us to the Mercury TRA Holders of 85% of the value of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of the increase in tax basis of the assets of Mercury and the use of the net operating losses and other tax attributes of Mercury.

Operations.” The payments we will be required to make under these ~~tax receivable agreements~~TRAs are expected to be substantial. As of December 31, ~~2014~~,2017, we have a liability recorded of approximately ~~$772~~$780.6 million associated with the ~~tax receivable agreements.~~TRAs. Because payments under the TRAs are determined based on realized cash savings resulting from the underlying tax attributes, a period of declining profitability would result in a corresponding reduction in our TRA ~~payments.~~payments, except in certain specified circumstances where we may be required to make payments in excess of such cash savings. We will incur additional liabilities in connection with any future purchases by us of units in Vantiv Holding from Fifth Third Bank or from the future exchange of units by Fifth Third Bank for cash or shares of our Class A common stock. If Fifth Third Bank had exchanged its remaining Class B units of Vantiv Holding all for shares of Class A common stock ~~which~~on December 31, 2017, we ~~cannot quantify at this time~~would have recorded an additional full and ~~which will likely be significant.~~undiscounted TRA obligation of approximately $350.0 million. This estimate is subject to material change based on changes in Fifth Third Bank’s tax basis in the partnership interest, changes in tax rates, or significant changes in our stock price. It is possible that future transactions or events, including changes in tax rates, could increase or decrease the actual tax benefits realized and the corresponding ~~tax receivable agreement~~TRA payments. There may be a material adverse effect on our liquidity if, as a result of timing discrepancies or otherwise, distributions to us by Vantiv Holding are not sufficient to permit us to make payments under the ~~tax receivable agreements.~~TRAs.

The ~~tax receivable agreements~~TRAs provide that, upon certain mergers, asset sales, other forms of business combination or certain other changes of control, our obligations to make payments with respect to tax benefits would be based on certain assumptions, including that we would have sufficient taxable income to fully use the NOLs or deductions arising from increased tax basis of assets. As a result, upon a merger or other change of control, we could be required to make payments under the ~~tax receivable agreements~~TRAs that are greater than 85% of our actual tax savings.

We may elect to terminate any or all of the remaining ~~tax receivable agreements~~TRAs prior to the time they terminate in accordance with their ~~terms.~~terms, or enter into repurchase addendums providing for the early settlement of certain obligations. If we were to so elect, or if we materially breach a material obligation in the ~~tax receivable agreements~~TRAs and we do not cure such breach within a specified time period, we would be required to make an immediate payment equal to the present value of the anticipated future tax benefits taken into account under the ~~tax receivable agreements.~~TRAs. In these circumstances, the anticipated future tax benefits would be determined under certain assumptions that in general assume that we would recognize the greatest amount of benefits at the earliest time. As a result, the payments we would be required to make could exceed 85% of the tax savings that we actually realize from the increased tax basis and/or the NOLs, and we could be required to make those payments significantly in advance of the time the tax savings arise.

If the Internal Revenue Service, or the IRS, challenges the tax basis increases or NOLs that give rise to payments under the ~~tax receivable agreements~~TRAs and the tax basis increases or NOLs are subsequently disallowed, our payments under the

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~~tax receivable agreements~~ TRAs could exceed our actual tax savings, and we may not be able to recoup payments under the ~~tax receivable agreements~~TRAs that were calculated on the assumption that the disallowed tax savings were available.

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We are a holding company and our principal assets are our interests in Vantiv Holding, and we depend on dividends, distributions and other payments from Vantiv Holding to meet any existing or future debt service and other obligations and to pay dividends, if any, and taxes and other expenses.

We are a holding company and conduct all of our operations through Vantiv Holding and its subsidiaries. We have no material assets other than our ownership of units of Vantiv Holding. The Amended and Restated Vantiv Holding Limited Liability Company Agreement contains consent rights that effectively require Fifth Third Bank’s approval of all distributions paid by Vantiv Holding, other than certain permitted distributions, which generally relate to the payment of tax distributions and tax-related obligations. To the extent that we need funds and Vantiv Holding is restricted from making ~~such~~ distributions to us under applicable law or regulation, ~~as a result of Fifth Third Bank’s consent rights at Vantiv Holding,~~ or by the terms of Vantiv Holding’s indebtedness, or Vantiv Holding is otherwise unable to provide such funds, it could materially adversely affect our liquidity and, consequently, our business, financial condition and results of operations.

Our operations are subject to certain consent rights and other rights in our amended and restated certificate of incorporation and the Amended and Restated Vantiv Holding Limited Liability Company Agreement.

Significant, non-ordinary course actions relating to the operations of Vantiv Holding are subject to the consent rights of Fifth Third Bank in our amended and restated certificate of incorporation and the Amended and Restated Vantiv Holding Limited Liability Company Agreement. Subject to certain specified thresholds and exceptions, these consent rights relate to, among other things, change of control transactions, acquisitions, dispositions, incurrences of indebtedness, investments, equity issuances, dividends, transactions with affiliates, changes to Vantiv Holding’s business plan, capital expenditures, hiring or firing of auditors, material tax elections, and changes in constituent documents or governance of our subsidiaries. Such consent rights lapse upon Fifth Third disposing in excess of 50% of its equity stake in us that it held immediately following our initial public offering. As a result of Fifth Third’s sales of our common stock during 2012, 2013 and 2014, it has sold approximately 48.7% of such equity stake. While such consent rights remain in effect, to the extent that the interests of Fifth Third Bank differ from those of us or the holders of our Class A common stock, Fifth Third Bank’s ability to consent to certain significant actions may have a materially adverse effect on our business, financial condition and results of operations.

~~Fifth Third bank has interests that could present potential conflicts with our and our other stockholders’ interests.~~

Fifth Third Bank may pursue, for its own accounts, business line or acquisition opportunities that may be similar or complementary to our business, and as a result, those opportunities may not be available to us. Our amended and restated certificate of incorporation contains provisions renouncing any interest or expectancy held by our directors affiliated with Fifth Third Bank in certain corporate opportunities. Accordingly, the interests of Fifth Third Bank may supersede ours, causing it or its affiliates to compete against us or to pursue opportunities instead of us, for which we would have no recourse. Such actions on the part of Fifth Third Bank and inaction on our part could have a material adverse effect on our business, financial condition and results of operations.

Some provisions of Delaware law and our amended and restated certificate of incorporation and amended and restated bylaws may deter third parties from acquiring us and diminish the value of our Class A common stock.

Our amended and restated certificate of incorporation and amended and restated bylaws provide for, among other things:

restrictions on the ability of our stockholders to call a special meeting and the business that can be conducted at such meeting;

prohibition on the ability of our stockholders to remove directors elected by the holders of our Class A common stock without cause;

our ability to issue additional shares of Class A common stock and to issue preferred stock with terms that the board of directors may determine, in each case without stockholder approval (other than as specified in our amended and restated certificate of incorporation);

the absence of cumulative voting in the election of directors;

supermajority approval requirements for amending or repealing provisions in the amended and restated certificate of incorporation and bylaws;

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a classified board of directors;

a prohibition on action by written consent of stockholders; and

advance notice requirements for stockholder proposals and nominations.

These provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage, delay or prevent a transaction involving a change in control of our company that is in the best interest of our stockholders. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our Class A common stock if they are viewed as discouraging future takeover attempts. These provisions could also make it more difficult for stockholders to nominate directors for election to our board of directors and take other corporate actions.

Risks Related to the Ownership of our Class A Common Stock

Future sales of our Class A common stock or securities convertible into or exchangeable for Class A common stock could depress the market price of our Class A common stock.

Sales of substantial amounts of our Class A common stock in the public market, or the perception that such sales could occur, could ~~and~~ adversely affect the market price of our Class A common stock. As of December 31, ~~2014~~,2017, we had ~~145,455,008~~162,595,981 shares of Class A common stock outstanding. Subject to compliance with applicable documentation, which includes the Exchange Agreement, ~~and may include the Warrant,~~ Fifth Third Bank could acquire up to ~~63,420,853~~15,252,826 shares of our Class A common stock. Pursuant to the Registration Rights Agreement, Fifth Third Bank is entitled to certain demand and “piggyback” registration rights and any shares of our Class A common stock that are sold by Fifth Third Bank pursuant to such a registration would become eligible for sale in the public market without restriction. In addition, we have filed registration statements on Form S-8 relating to an aggregate of ~~37,250,519~~39,750,519 shares of our Class A common stock that we have issued or may issue in the future pursuant to employee benefit plans. These shares may be sold in the public market upon issuance and once vested, subject to the terms of the equity incentive plan and applicable award agreements.

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Failure to maintain effective systems of internal control over financial reporting and disclosure controls and procedures could adversely affect the trading price of our common stock.

Effective internal control over financial reporting is necessary for us to provide accurate financial information. If we are unable to adequately maintain effective internal control over financial reporting, we may not be able to accurately report our financial results, which could cause investors to lose confidence in our reported financial information and negatively affect the trading price of our common stock. Furthermore, we cannot be certain that our internal control over financial reporting and disclosure controls and procedures will prevent all possible error and fraud. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, in our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake, which could have an adverse impact on our business.

The price of our Class A common stock may be volatile.

Securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions could reduce the market price of our Class A common stock regardless of our results of operations. The trading price of our Class A common stock is likely to be highly volatile and could be subject to wide price fluctuations in response to various factors, including, among other things, the risk factors described in this section of this Annual Report on Form 10-K, and other factors beyond our control. Factors affecting the trading price of our common stock will include:

market conditions in the broader stock market;

actual or anticipated variations in our quarterly financial and operating results;

variations in operating results of similar companies;

introduction of new services by us, our competitors or our clients

issuance of new, negative or changed securities analysts’ reports or recommendations or estimates;

investor perceptions of us and the industries in which we or our clients operate;

sales, or anticipated sales, of our stock, including sales by existing stockholders;

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additions or departures of key personnel;

regulatory or political developments;

stock-based compensation expense under applicable accounting standards;

litigation and governmental investigations; and

changing economic conditions.

These and other factors may cause the market price and demand for shares of our Class A common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of Class A common stock and may otherwise negatively affect the liquidity of our Class A common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. Securities litigation against us, regardless of the merits or outcome, could result in substantial costs and divert the time and attention of our management from our business, which could significantly harm our business, profitability and reputation.

We have not declared or paid any cash dividends on our common stock since our initial public offering, and we do not intend to in the foreseeable future.

We have not declared or paid any cash dividends on our common stock since our initial public offering, and we do not intend to in the foreseeable future. We currently intend to retain our future earnings, if any, to repay indebtedness and to support our general corporate purposes. We are a holding company that does not conduct any business operations of our own. As a result, our ability to pay cash dividends on our common stock, if any, is dependent upon cash dividends and distributions and other transfers from Vantiv Holding, which are subject to certain Fifth Third Bank consent rights in the Amended and Restated Vantiv Holding Limited Liability Company Agreement. These consent rights require the approval of Fifth Third for certain significant matters, including the payment of all distributions by Vantiv Holding other than certain permitted distributions, which relate primarily to the payment of tax distributions and tax-related obligations.Holding. The amounts available to us to pay cash dividends are also restricted by our subsidiaries’ debt agreements, and, to the extent that we require additional funding, the sources of such additional funding may prohibit the payment of a dividend. As a result, appreciation in the price of our Class A common stock, if any, will be ~~your~~the only source of gain on an investment in our Class A common stock.

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Risks Related to our Acquisition of Legacy Worldpay

Since we closed the Legacy Worldpay acquisition (“the Acquisition”) in January 2018, our business is subject to a number of risks, whether currently known or unknown, including but not limited to those described below, related to the acquisition and the new business environment in which we operate.

We may fail to realize the anticipated benefits and operating synergies expected from the Acquisition, which could adversely affect our business, financial condition and operating results.

The success of the Acquisition will depend, in significant part, on our ability to successfully integrate the acquired business, grow our revenue and realize the anticipated strategic benefits and synergies from the Acquisition. We believe that the addition of Legacy Worldpay will complement our strategy by providing scale and revenue diversity, accelerate our growth strategy and enable us to have a strong global footprint. Achieving these goals requires growth of the revenue and realization of the targeted operating synergies expected from the Acquisition. This growth and the anticipated benefits of the Acquisition may not be realized fully or at all, or may take longer to realize than we expect. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than we expect or may take longer to achieve than anticipated. If we are not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Acquisition within a reasonable time, our business, financial condition and operating results may be adversely affected.

The Acquisition will result in significant integration costs and any material delays or unanticipated additional expenses may harm our business, financial condition and results of operations.

The complexity and magnitude of the integration effort associated with the Acquisition are significant and require that we fund significant capital and operating expenses to support the integration of the combined operations. Such expenses have included significant transaction, consulting and third party service fees. We incurred integration planning costs during 2017 and anticipate that we may incur additional integration implementation costs through 2020. We have incurred and expect to continue to incur additional operating expenses as we build up internal resources or engage third party providers while we integrate the combined company following the Acquisition. In addition to these transition costs, we have incurred and expect to continue to incur increased expenses relating to, among other things, restructuring. Any material delays, difficulties or unanticipated additional expenses associated with integration activities may harm our business, financial conditions and results of operations.

We may not be able to successfully integrate Legacy Worldpay or, maintain or renew certain of Legacy Worldpay’s commercial relationships.

Our acquisition of Legacy Worldpay involves the integration of two businesses that currently operate independently. The integration of the departments, systems, business units, operating procedures and information technologies of the two businesses will present a significant challenge to management. There can be no assurance that we will be able to integrate and manage these operations effectively or that such operations, once integrated, will provide us with the benefits we anticipate. The failure to successfully integrate the two businesses in a timely manner, or at all, could have an adverse effect on our business, financial condition and results of operations. In addition, we may be unable to renew certain business relationships maintained by Legacy Worldpay on terms favorable to us or at all, including but not limited to Legacy Worldpay’s relationships with the Royal Bank of Scotland and Citizens Bank. The challenges of combining us with Legacy Worldpay include:

the necessity of coordinating geographically separated organizations;

implementing common systems and controls;

integrating personnel with diverse business backgrounds;

the challenges in developing new products and services that optimize the assets and resources of the two businesses;

integrating the businesses’ technology and products;

combining different corporate cultures;

unanticipated expenses related to integration, including technical and operational integration;

increased fixed costs and unanticipated liabilities that may affect operating results;

retaining key employees; and

retaining and maintaining relationships with existing customers, distributors and other partners.

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Also, the process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or both of us and Legacy Worldpay. The diversion of management’s attention and any delays or difficulties encountered in connection with the integration of the operations could have an adverse effect on our business, financial condition and results of operations.

The Acquisition may expose us to significant unanticipated liabilities that could adversely affect our business, financial condition and results of operations.

Our acquisition of Legacy Worldpay may expose us to significant unanticipated liabilities relating to the operation of the combined company. These liabilities could include employment, regulatory, retirement or severance-related obligations under applicable law or other benefit arrangements, legal claims, warranty or similar liabilities to customers, and claims by or amounts owed to vendors. Particularly in international jurisdictions, our acquisition of Legacy Worldpay, or our decision to independently enter new international markets where Legacy Worldpay previously conducted business, could also expose us to tax liabilities and other amounts owed by Legacy Worldpay. The incurrence of such unforeseen or unanticipated liabilities, should they be significant, could have a material adverse effect on our business, financial condition and results of operations.

The complexity of the integration and transition associated with the Acquisition, together with our increased scale and global presence, may affect our internal control over financial reporting and our ability to effectively and timely report our financial results.

The additional scale of Legacy Worldpay’s operations, together with the complexity of the integration effort, including changes to or implementation of critical information technology systems, may adversely affect our ability to report our financial results on a timely basis. In addition, we will have to train new employees and third party providers, and assume operations in jurisdictions where we have not previously had operations. We expect that the Acquisition may necessitate significant modifications to our internal control systems, processes and information systems, both on a transition basis and over the longer-term as we fully integrate. Due to the complexity of the Acquisition, there can be no assurances that changes to our internal control over financial reporting will be effective for any period, or on an ongoing basis. If we are unable to accurately report our financial results in a timely manner, or are unable to assert that our internal controls over financial reporting are effective, our business, financial condition and results of operations and the market perception thereof may be materially adversely affected.

As a result of the Acquisition of Legacy Worldpay, our business is now international in nature, which subjects us to various geopolitical, regulatory, tax and business risks, including movement in foreign exchange rates.

Our business is subject to risks associated with doing business internationally. Operating in foreign countries, especially in the U.K and the European Union countries, subjects us to multiple risks, including:

differing local product preferences and product requirements;

geopolitical events, including natural disasters, public health issues, acts of war, nationalism and terrorism, social unrest or human rights issues;

partial or total expropriation of international assets;

trade protection measures, including tariffs or import-export restrictions;

enforceability of intellectual property and contract rights;

different, uncertain, or more stringent user protection, data protection, privacy, and other laws; and

potentially negative consequences from changes in or interpretations of tax laws or policies.

Violations of the complex foreign and U.S. laws, rules and regulations that apply to our international operations may result in fines, criminal actions, or sanctions against us, our officers, or our colleagues; prohibitions on the conduct of our business; and damage to our reputation. Although we have implemented policies and procedures designed to promote compliance with these laws, violations by our colleagues, contractors, or agents could nevertheless occur. These risks are inherent in our international operations and expansion, may increase our costs of doing business internationally, and could harm our business and reputation. In addition, we may in the future undertake projects and make investments in countries in which we have little or no previous investment or operating experience. We may not be able to fully or accurately assess the risks of investing in such countries, or may be unfamiliar with the laws and regulations in such countries governing its investments and

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operations. As a result, we may be unable to effectively implement its strategy in new jurisdictions. Investment opportunities in certain jurisdictions may be also restricted by legal limits on foreign investment in local assets or classes of assets.

We may incur losses associated with foreign currency exchange rate fluctuations and may not be able to effectively hedge our exposure.

Following the Acquisition of Legacy Worldpay, we have an increased proportion of assets, liabilities and earnings denominated in foreign currencies, particularly British pound sterling and the Euro. As a result, a depreciation of non-U.S. dollar currencies relative to the U.S. dollar could have an adverse impact on our financial results and affect our reported results of operations and the value of its assets and liabilities in its consolidated balance sheet in future periods.

We attempt to mitigate a portion of these risks through foreign currency hedging based on our judgment of the appropriate trade-offs among risk, opportunity and expense, and we regularly review our program to partially hedge our exposure to foreign currency fluctuations and make adjustments as necessary. Although these hedging arrangements are in place to mitigate foreign currency risk, such arrangements may prove ineffective in protecting us from any negative impacts of foreign exchange fluctuations and our financial condition and results of operation will therefore be sensitive to movements in foreign exchange rates.

Global economic and political uncertainty, including Brexit, could adversely affect our revenue and results of operations.

As a result of the international nature of our business, we have become increasingly subject to the risks arising from adverse changes in global economic and political conditions. Uncertainty about the effects of current and future economic and political conditions on us, our customers, suppliers and partners makes it difficult for us to forecast operating results and to make decisions about future investments. Deterioration in economic conditions in any of the countries in which we do business could result in reductions in sales of our products and services and could cause slower or impaired collections on accounts receivable, which may adversely impact our liquidity and financial condition.

The June 2016 referendum supporting the exit of the U.K. from the European Union (“Brexit”) specifically is causing significant political uncertainty in both the U.K. and the European Union. The impact of Brexit and the resulting effect on the political and economic future of the U.K. and the European Union is uncertain, and our business may be adversely affected in ways we do not currently anticipate. Brexit may result in a significant change in the British regulatory environment, which may likely increase our compliance costs. We may find it more difficult to conduct business in the U.K. and the European Union, as Brexit may result in increased restrictions on the movement of capital, goods and personnel. Depending on the outcome of negotiations between the U.K. and the European Union regarding the terms of Brexit, we may decide to relocate or otherwise alter our European operations to respond to the new business, legal, regulatory, tax and trade environments that may result.

As with any political instability or adverse political developments in or around any of the major countries in which we do business, developments related to Brexit may materially and adversely affect with customers, suppliers and employees and could harm our business, results of operations and financial condition.

Failure to comply with the laws and regulations of the United States as well as those of many foreign countries may affect our ability to conduct business in certain countries and may affect our financial performance.

We are subject to a variety of laws regarding our international operations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, regulations issued by U.S. Customs and Border Protection and the U.S. Bureau of Industry and Security, import and export control laws, payment card industry data security standards, anti-trust and competition laws, securities regulations and regulations of various foreign governmental and regulatory agencies. We cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted. Compliance with these laws and regulations may involve significant costs or require changes in our business practices that result in reduced revenue and profitability. Non-compliance could also result in fines, damages, criminal sanctions against us, our officers or our employees, prohibitions on the conduct of our business, and damage to our reputation.

While we seek to actively monitor the regulatory status of our activities across all the jurisdictions in which we operate, there is a level of complexity that we face in terms of interpreting, complying with and tracking changes to licensing requirements meaning it is not always possible to determine whether our merchant acquiring and other payment processing activities are, or are treated by regulators as amounting to, regulated activity, and applicable laws and regulations are often vague as to whether or not they definitively cover such activities. Actual or alleged violations of any relevant laws or regulations could result in enforcement actions and financial penalties that could result in substantial costs and reputational

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damage and could have a material and adverse effect on our business, financial condition and results of operations. In particular, we are in a process of reviewing our approximately 60 alternative payment method providers which is expected to complete during 2018. Although no adverse impact has occurred to date or is expected, the completion of this review could lead to customer attrition and failure to complete the exercise in a timely manner could give rise to other forms of legal and regulatory risk.

In addition, we are exposed to changes in laws governing our employee relationships in various U.S. and foreign jurisdictions, including laws and regulations regarding wage and hour requirements, fair labor standards, employee data privacy, unemployment tax rates, workers’ compensation rates, citizenship requirements and payroll and other taxes, which likely would have a direct impact on our operating costs.

Holders of Depositary Interests must rely on the Depositary or the Custodian to exercise rights attaching to our shares for the benefit of the holders of Depositary Interests.

We have entered into depositary arrangements to enable investors to settle and pay for our shares through CREST, which is the central securities depository in the U.K. The rights of holders of Depositary Interests will be governed by, among other things, the relevant provisions of the CREST Manual and the CREST Rules (as defined in the CREST Terms and Conditions issued by Euroclear UK & Ireland Limited (“EUI”)). As the registered holder, the Depositary will have the power to exercise voting and other rights conferred by Delaware law and the bylaws of Worldpay on behalf of the relevant holder. Consequently, the holders of Depositary Interests must rely on the Depositary to exercise such rights for the benefit of the holders of Depositary Interests. Although we will enter into arrangements whereby EUI will make a copy of the register of the names and addresses of holders of Depositary Interests available to the Company to enable it to send out notices of shareholder meetings and proxy forms to its holders of Depositary Interests and pursuant to EUI’s omnibus proxy arrangements, subject to certain requirements, the Depositary will be able to give each beneficial owner of a Depositary Interest the right to vote directly in respect of such owner’s underlying Worldpay Shares, there can be no assurance that such information, and consequently, all such rights and, entitlements, will at all times be duly and timely passed on or that such proxy arrangements will be effective.

The standard listing of our shares affords investors a lower level of regulatory protection than a premium listing.

Our shares are admitted to the standard segment of the Official List of the LSE. A standard listing affords investors in Worldpay a lower level of regulatory protection than that afforded to investors in a company with a premium listing, which is subject to additional obligations under the Listing Rules. A standard listing also does not permit us to gain a FTSE UK Index Series indexation (which includes the FTSE 100 and FTSE 250 indices), which may have an adverse effect on the price of our shares.

There is currently a limited U.K. market for our shares and no U.K. trading history prior to our Acquisition of Legacy Worldpay. A robust U.K. market for our shares may not develop, which would adversely affect the liquidity and price of our shares.

Because of the relatively low trading volume of our shares listed on the LSE, and the lack of a trading history prior to our Acquisition of Legacy Worldpay, investors in the United Kingdom have limited information when making their decision to invest. Although our current intention is that our shares will continue to trade on the LSE, we cannot assure investors that it this will always be the case. In addition, an active U.K. trading market for our shares may never develop or, if developed, may not be maintained. Investors, particularly investors outside of the United States, may be unable to sell their Worldpay shares unless a market can be established and maintained, and if we subsequently obtain a further listing on an exchange in addition to, or in lieu of, the LSE, the level of liquidity of our shares may decline.

Our shares are listed on two separate markets and investors seeking to take advantage of price differences between such markets may create unexpected volatility in our share price. In addition, investors may not be able to easily move shares for trading between such markets.

Our shares are listed and traded on both the NYSE and on the LSE. While our shares are traded on both markets, price and volume levels could fluctuate significantly on either market, independent on the share price or trading volume on the other market. Investors could seek to sell or buy our shares to take advantage of any price differences between the two markets through a process referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both the price of our shares on either exchange and in the volume of our shares available for trading on either market. In addition, holders of our shares in either jurisdiction will not immediately be able to transfer such shares for trading on the other market without effecting necessary procedures with our transfer agents/registrars. This could result in time delays and additional cost for our Shareholders.

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Item 1B. Unresolved Staff Comments

None

Item 2. Properties

Our principal place of business is our corporate headquarters located at 8500 ~~Governor's~~Governor’s Hill Drive, Symmes Township, Cincinnati, Ohio 45249.

In addition to our corporate headquarters, as of December 31, ~~2014~~2017 we leased operational, sales, and administrative facilities in Arizona, California, Colorado, ~~Florida,~~Georgia, Illinois, ~~Kentucky,~~ Massachusetts and Texas and owned a facility in Colorado. As of December 31, ~~2014~~,2017, we leased data center facilities in Colorado, Kentucky and Michigan. We believe that our facilities are suitable and adequate for our business as presently conducted, however, we periodically review our facility requirements and may acquire new space to meet the needs of our business or consolidate and dispose of facilities that are no longer required.

Item 3. Legal Proceedings

From time to time, we are involved in various litigation matters arising in the ordinary course of our business. While it is impossible to ascertain the ultimate resolution or range of financial liability with respect to these contingent matters, management believes none of these matters, either individually or in the aggregate, would have a material adverse effect on ~~us.~~us, except as discussed in Note 10 - Commitments, Contingencies and Guarantees in Part II, Item 8. See the information under Legal Reserve in Note 10 - Commitments, Contingencies and Guarantees, which we incorporate herein by reference.

Item 4. Mine Safety Disclosures

Not applicable

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PART II

(2) On February 12, 2014, our board of directors authorized a program to repurchase up to $300 million of our Class A common stock. During the three months ended December 31, 2014, we repurchased approximately 828,000 shares of Class A common stock for approximately $25 million. The repurchases occurred in the open market and pursuant to a trading plan under Rule 10b5-1 of the Exchange Act. The share repurchase program has no expiration date and may be suspended or discontinued at any time without notice.


⁽¹⁾	Includes shares of Class A common stock surrendered to us to satisfy tax withholding obligations in connection with the vesting of restricted stock awards.

⁽²⁾

On October 25, 2016, the board of directors authorized a program to repurchase up to an additional $250 million of our Class A common stock. During the three months ended December 31, 2017, we did not repurchase any shares of Class A common stock under this program. Purchases under the repurchase program are allowed from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any purchases are determined by management based on an evaluation of market conditions, stock price, and other factors. The share repurchase program has no expiration date and we may discontinue purchases at any time that management determines additional purchases are not warranted.

Dividend Policy

Since our initial public offering, we have not declared or paid any cash dividends on our common stock, and we do not intend to in the foreseeable future. We are a holding company that does not conduct any business operations of our own. As a

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result, our ability to pay cash dividends on our common stock, if any, is dependent upon cash dividends and distributions and other transfers from Vantiv Holding, which are subject to certain Fifth Third Bank consent rights in the Amended and Restated Vantiv Holding Limited Liability Company Agreement. These consent rights require the approval of Fifth Third for certain significant matters, including the payment of all distributions by Vantiv Holding other than certain permitted distributions, which relate primarily to the payment of tax distributions and tax-related obligations.Holding. The amounts available to us to pay cash dividends are ~~also~~ subject to the covenants and

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restrictions in our ~~subsidiaries'~~subsidiaries’ loan agreements. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, operating results, legal and contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

Vantiv Holding paid aggregate tax distributions to ~~or on behalf of its equity holders, including~~ Fifth Third Bank ~~and JPDN Enterprises, LLC, an affiliate~~ of ~~Charles D. Drucker, our Chief Executive Officer, of $22.9~~$18.8 million, ~~$41.2~~$8.7 million and ~~$32.6~~$10.9 million, respectively, for the years ended December 31, ~~2014, 2013~~2017, 2016 and ~~2012,~~2015, pursuant to the terms of the Amended and Restated Vantiv Holding Limited Liability Company Agreement. Vantiv Holding will continue to make tax distributions to ~~its equity holders~~Fifth Third in accordance with the Amended and Restated Vantiv Holding Limited Liability Company Agreement. In connection with the reorganization transactions in 2012, we paid Fifth Third Bank a $15.0 million fee related to the modification of its consent rights (specifically with respect to (i) increasing the threshold on when certain actions require Fifth Third Bank's approval, (ii) the termination of transferability and (iii) all of the consent rights terminating upon the transfer of more than 50% of the shares of Class A and Class B common stock held by Fifth Third Bank and its affiliates immediately following the consummation of our initial public offering) under the prior Amended and Restated

Additionally, Vantiv Holding ~~Limited Liability Company Agreement. During~~paid distributions to a bank partner relating to its joint venture of $3.8 million, $4.2 million and $2.0 million, respectively, for the ~~year ending~~years ended December 31, 2012, Vantiv, Inc. made a cash distribution of approximately $40.1 million in the aggregate to certain funds managed by Advent as well as to Pamela H. Patsley, a former director, which amount represented accumulated cash in Vantiv, Inc. resulting from tax distributions we received as a member of Vantiv Holding prior to our initial public offering2017, 2016 and ~~that was payable to certain funds managed by Advent as well as to Ms. Patsley as our stockholders prior to our initial public offering.~~2015.

Stock Performance Graph

The following graph shows a comparison from ~~March 22, 2012 (the date our Class A common stock commenced trading on the NYSE) through~~ December 31, ~~2014~~2012 through December 31, 2017 of the cumulative total return for our Class A common stock, the S&P 500 Index and the S&P Information Technology Index. Data for the S&P 500 Index and the S&P Information Technology Index assume reinvestment of dividends. Note that historic stock price performance is not necessarily indicative of future stock price performance.

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COMPARISON OF ~~33 MONTH~~5 YEAR CUMULATIVE TOTAL RETURN*

Among ~~Vantiv,~~Worldpay, Inc., the S&P 500 Index, and the S&P Information Technology Index

*$100 invested on ~~3/22/~~12/31/12 in stock or ~~2/29/12~~ in index, including reinvestment of dividends.
Fiscal year ending December 31.

This performance graph shall not be deemed ~~"soliciting material"~~“soliciting material” or to be ~~"filed"~~“filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of ~~Vantiv,~~Worldpay, Inc. under the Securities Act of 1933, as amended.

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Item 6. Selected Financial Data

The following table sets forth our historical financial and other data for the periods and as of the dates indicated. We derived the statement of income data for the years ended December 31, ~~2014, 2013~~2017, 2016 and ~~2012~~2015 and our balance sheet data as of December 31, ~~2014~~2017 and ~~2013~~2016 from our audited financial statements for such periods included elsewhere in this Annual Report on Form 10-K. The statement of income data for the years ended December 31, ~~2011~~2014 and ~~2010~~2013 and the balance sheet data as of December 31, ~~2012, 2011~~2015, 2014 and ~~2010~~2013 are derived from our audited financial statements that are not included in this Annual Report on Form 10-K.

The results indicated below are not necessarily indicative of our future performance. You should read this information together with ~~"Item~~“Item 7 - ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations” and ~~"Item~~“Item 8 - Financial Statements and Supplementary Data."”



	Year Ended December 31, 2017			Year Ended December 31, 2016			Year Ended December 31, 2015			Year Ended December 31, 2014			Year Ended December 31, 2013
	(in thousands, except share data)
Statement of income data:
Revenue	$	4,026,477		$	3,578,991		$	3,159,938		$	2,577,203		$	2,108,077
Network fees and other costs	1,903,165			1,674,230			1,478,202			1,174,665			935,441
Sales and marketing	669,506			582,251			503,949			396,353			312,044
Other operating costs	318,665			294,235			284,066			242,439			200,630
General and administrative	295,101			189,707			182,369			173,986			121,707
Depreciation and amortization	318,493			270,054			276,942			275,069			185,453
Income from operations	521,547			568,514			434,410			314,691			352,802
Interest expense-net	(140,661		)	(109,534		)	(105,736		)	(79,701		)	(40,902		)
Non-operating income (expense)	432,826			(36,256		)	(31,268		)	177			(20,000		)
Income before applicable income taxes	813,712			422,724			297,406			235,167			291,900
Income tax expense	631,020			141,853			88,177			66,177			83,760
Net income	182,692			280,871			209,229			168,990			208,140
Less: Net income attributable to non-controlling interests	(52,582		)	(67,663		)	(61,283		)	(43,698		)	(74,568		)
Net income attributable to Worldpay, Inc.	$	130,110		$	213,208		$	147,946		$	125,292		$	133,572
Net income per share attributable to Worldpay, Inc. Class A common stock:
Basic	$	0.81		$	1.37		$	1.02		$	0.88		$	0.96
Diluted	$	0.80		$	1.32		$	0.95		$	0.75		$	0.87
Shares used in computing net income per share of Class A common stock:
Basic	161,293,062			156,043,636			145,044,577			141,936,933			138,836,314
Diluted	162,807,146			162,115,549			200,934,442			199,170,813			206,027,557



	As of December 31,
	2017		2016		2015		2014		2013
	(in thousands)
Balance sheet data:
Cash and cash equivalents	$	126,503	$	139,148	$	197,096	$	411,568	$	171,427
Total assets	8,666,973		7,044,007		6,465,426		6,336,083		4,189,553
Total long-term liabilities	6,231,861		3,747,706		3,944,981		4,072,164		2,327,918
Non-controlling interests	68,115		291,624		272,278		397,573		408,391
Total equity	600,654		1,607,289		1,225,066		1,300,586		1,176,322

~~Table of Contents~~

Year Ended
December 31,
2014 Year Ended
December 31,
2013 Year Ended
December 31,
2012 Year Ended
December 31,
2011 Year Ended
December 31,
2010

(in thousands, except per share data)
Statement of income data:
Revenue $ 2,577,203
$ 2,108,077
$ 1,863,239
$ 1,622,421
$ 1,162,132
Network fees and other costs 1,174,665
935,441
840,597
756,735
595,995
Sales and marketing 396,353
312,044
280,644
236,917
98,418
Other operating costs 242,439
200,630
158,374
143,420
124,383
General and administrative 173,986
121,707
118,231
86,870
58,091
Depreciation and amortization 275,069
185,453
160,538
155,326
110,964
Income from operations 314,691
352,802
304,855
243,153
174,281
Interest expense-net (79,701 ) (40,902 ) (54,572 ) (111,535 ) (116,020 )
Non-operating income (expense) 177
(20,000 ) (92,672 ) (14,499 ) (4,300 )
Income before applicable income taxes 235,167
291,900
157,611
117,119
53,961
Income tax expense (benefit) 66,177
83,760
46,853
32,309
(956 )
Net income 168,990
208,140
110,758
84,810
54,917
Less: Net income attributable to non-controlling interests (43,698 ) (74,568 ) (53,148 ) (48,570 ) (32,924 )
Net income attributable to Vantiv, Inc. $ 125,292
$ 133,572
$ 57,610
$ 36,240
$ 21,993
Net income per share attributable to Vantiv, Inc. Class A common stock (1):
Basic $ 0.88
$ 0.96
$ 0.50
$ 0.40
$ 0.25
Diluted $ 0.75
$ 0.87
$ 0.47
$ 0.40
$ 0.25
Shares used in computing net income per share of Class A common stock (1):
Basic 141,936,933
138,836,314
116,258,204
89,515,617
89,515,617
Diluted 199,170,813
206,027,557
122,747,362
89,515,617
89,515,617


~~(1)~~	We have retrospectively adjusted our earnings per share and average shares outstanding to reflect the reorganization transactions. See Note 1 - Basis of Presentation and Summary of Significant Accounting Policies in "Item 8 - Financial Statements and Supplementary Data."

As of December 31,
2014 2013 2012 2011 2010
(in thousands)
Balance sheet data:
Cash and cash equivalents $ 411,568
$ 171,427
$ 67,058
$ 370,549
$ 236,512
Total assets 6,336,083
4,189,553
3,979,529
3,489,710
3,370,517
Total long-term liabilities 4,072,164
2,327,918
1,665,826
1,793,270
1,750,977
Non-controlling interests 397,573
408,391
626,309
632,022
599,256
Total equity 1,300,586
1,176,322
1,444,235
1,255,720
1,194,713

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This ~~management's~~management’s discussion and analysis provides a review of the results of operations, financial condition and liquidity and capital resources of Worldpay, Inc., formerly Vantiv, Inc. ~~("Vantiv"~~(“Worldpay”, ~~"we"~~“we”, ~~"us"~~“us”, ~~"our"~~“our” or the ~~"company"~~“company” refer to ~~Vantiv,~~Worldpay, Inc. and its consolidated subsidiaries) and outlines the factors that have affected recent results, as well as those factors that may affect future results. Our actual results in the future may differ materially from those anticipated in these forward looking statements as a result of many factors, including those set forth under ~~"Risk~~“Risk Factors,"” Forward Looking ~~Statements"~~Statements” and elsewhere in this report. The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in ~~"Item~~“Item 8 - Financial Statements and Supplementary ~~Data"~~Data” of this report.

~~General~~

~~We are~~Overview

Worldpay is the ~~third~~ largest merchant acquirer and the largest PIN debit acquirer by ~~transaction volume,~~number of transactions, according to the Nilson Report, and a leading payment processor in the United States differentiated by our ~~integrated~~U.S. technology platform, breadth of distribution and superior cost structure. Our ~~integrated~~U.S. technology platform enables us to efficiently provide a comprehensive suite of services to both merchants and financial institutions of all sizes as well as to innovate, develop and deploy new services, while providing us with significant economies of scale. Our broad and varied distribution provides us with a growing and diverse client base of merchants and financial institutions.

~~We offer a broad suite of payment processing services that enable our clients to meet their payment processing needs through a single provider, including~~ Our merchant client base includes merchant locations across the United States and is heavily-weighted in ~~omni-channel environments that span point-of-sale, ecommerce~~non-discretionary everyday spend categories where spending has generally been more resilient during economic downturns. In 2017, we processed approximately 23 billion transactions for these merchants. Our financial institution client base includes regional banks, community banks, credit unions and mobile devices. We enable merchants of all sizes to accept and process credit, debit and prepaid payments and provide them supporting value-added services, such as security solutions and fraud management, information solutions, and interchange management. We also provide mission critical payment services to financial institutions, such as card issuer processing, payment network processing, fraud protection, card production, prepaid program management, ATM driving and network gateway and switching services that utilize our proprietary Jeanieregional PIN debit ~~payment network.~~

Our integrated technology platform provides our merchant and financial institution clients with differentiated payment processing solutions and provides us with significant strategic and operational benefits. Our clients access our processing solutions primarily through a single point of service, which is easy to use and enables our clients to acquire additional services as their business needs evolve. Small and mid-sized merchants are able to easily connect to our integrated technology platform using our application process interfaces, or APIs, software development kits, or SDKs, and other toolsnetworks. In 2017, we make available to technology partners, which we believe enhances our capacity to sell to such merchants. Our integrated technology platform allows us to collect, manage and analyze data across both our Merchant Services and our Financial Institution Services segments that we can then package into information solutionsprocessed approximately 3.5 billion transactions for our clients. It provides insight into market trends and opportunities as they emerge, which enhances our ability to innovate and develop new value-added services, including security solutions and fraud management, and it allows us to easily deploy new solutions that span the payment processing value chain, such as ecommerce and mobile services, which are high growth market opportunities. It is highly scalable, which enables us to efficiently manage, update and maintain our technology, increase capacity and speed, and realize significant operating leverage. We believe our integrated technology platform is a key differentiator from payment processors that operate on multiple technology platforms and provides us with a significant competitive advantage.

~~We distribute our services through multiple sales channels that enable us to efficiently and effectively target a broad range of merchants and~~these financial institutions. ~~Our sales channels include direct and indirect sales forces as well as referral partner relationships, which provide us with~~See Item 1 - Business for a growing and diverse client base. We have a national sales force that targets financial institutions and large national merchants, a regional and mid-market sales team that sell solutions to merchants and third-party reseller clients and a telesales operation that targets small and mid-sized merchants. Our indirect sales force includes Independent Sales Organizations, or ISOs, that target small and mid-sized merchants. We have referral partner relationships with merchant banks, independent software vendors, or ISVs, value-added resellers, or VARs, payment facilitators, and trade associations that target a broad rangemore detailed discussion of merchants, including difficult to reach small and mid-sized merchants. We also have relationships with third-party reseller partners and arrangements with core processors that target small and mid-sized financial institutions.the business overview.

Executive Overview

Revenue for the year ended December 31, ~~2014~~2017 increased ~~22%~~13% to $~~2,577.2~~$4,026.5 million from $~~2,108.1~~$3,579.0 million in ~~2013.~~ 2016.

Income from operations for the year ended December 31, ~~2014~~2017 decreased ~~11%~~8% to $~~314.7~~$521.5 million from $~~352.8~~$568.5 million in ~~2013.~~2016.

Net income for the year ended December 31, 2017 decreased 35% to $182.7 million from $280.9 million in 2016. Net income attributable to Worldpay, Inc. for the year ended December 31, 2017 decreased 39% to $130.1 million from $213.2 million in 2016. See the “Results of Operations” section of this Management’s Discussion and Analysis for a discussion of our financial results.

In October 2016, our board of directors authorized a program to repurchase up to $250 million of our Class A common stock. We currently have approximately $243 million of share repurchase authority remaining as of December 31, 2017 under this authorization.

Recent Acquisitions

On January 16, 2018, we completed the acquisition of Worldpay Group Limited, formerly Worldpay Group plc, a public limited company (“Legacy Worldpay”) by acquiring 100% of the issued and outstanding shares. The approximately $11.9 billion purchase price consisted of Legacy Worldpay shareholders receiving 55 pence in cash and 0.0672 new shares of our Class A common stock for each Legacy Worldpay ordinary share held. As of the closing of the acquisition, Legacy Worldpay had 2,000,000,000 shares outstanding, thus resulting in an approximately $1.5 billion cash payment and 134.4 million shares of our Class A common stock being issued to fund the acquisition.

In addition, the Legacy Worldpay shareholders received an interim dividend of 0.8 pence per Legacy Worldpay ordinary share paid on October 23, 2017 by Legacy Worldpay and a special dividend of 4.2 pence per Legacy Worldpay ordinary share paid by Worldpay shortly after the acquisition date.

The acquisition creates a leading global integrated payment technology and international eCommerce payment provider and will enable us to take advantage of strategic and innovative opportunities to provide differentiated and diversified solutions to address clients’ needs.

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~~Net income for the year ended December 31, 2014 decreased~~ ~~19%~~ ~~to $169.0 million~~ ~~from $208.1 million~~ ~~in 2013. Net income attributable to Vantiv, Inc. for the year ended December 31, 2014 decreased~~ 6% ~~to $125.3 million~~ ~~from $133.6 million~~ ~~in 2013. See the "Results of Operations" section of this management's discussion and analysis for a discussion of our financial results.~~

~~During 2014, we continued to repurchase shares of~~

On January 16, 2018, our Class A common stock began trading on the New York Stock Exchange under ~~various programs approved by our board of directors. We repurchased approximately 1.9 million shares for approximately $59.4 million under these programs during~~ the ~~year ended December 31, 2014. We have approximately $275 million of share repurchase authority remaining as of December 31, 2014 under a program authorized by~~new symbol “WP” and on the ~~board of directors on February 12, 2014 to repurchase up to an additional $300 million of our Class A common stock.~~

~~In March 2014,~~London Stock Exchange via a secondary ~~offering took place in which Advent International Corporation, or Advent, sold its remaining 18.8 million~~standard listing under the symbol “WPY.” Legacy Worldpay shares of Class A common stock. In June 2014, a secondary offering took place in which Fifth Third Bank, or Fifth Third, sold 5.8 million shares of Class A common stock. We did not receive any proceeds from these sales.

On June 13, 2014, Vantiv, LLC completed a debt refinancing by entering into an amended and restated loan agreement, or Amended Loan Agreement. The Amended Loan Agreement provides for senior secured credit facilities comprised of a $2.05 billion term A loan maturing in June 2019, a $1.4 billion term B loan maturing in June 2021 and a $425 million revolving credit facility that matures in June 2019. Proceedswere delisted from the ~~refinancing were primarily used to fund~~London Stock Exchange on the ~~acquisition of Mercury Payment Systems, LLC, or Mercury, as further discussed below, and repay the prior term A loan with an outstanding balance of approximately $1.8 billion.~~

~~Recent Acquisitions~~same day.

On ~~June 13, 2014,~~May 25, 2017, we acquired ~~Mercury~~Paymetric Holdings, Inc. (“Paymetric”) for ~~approximately $1.68 billion~~$532 million in cash, ~~and $137.9 million in contingent consideration related to a tax receivable agreement ("Mercury TRA") entered into with pre-acquisition owners~~which is net of ~~Mercury ("Mercury TRA Holders") in connection with the Mercury acquisition.~~cash acquired. We funded the acquisition ~~by borrowing an additional $1.7 billion through an amendment~~with cash on hand and ~~refinancing~~borrowings under our revolving credit facility. Paymetric automates business-to-business payment workflows within enterprise systems and tokenizes payments data within these systems in order to enable secure storage of ~~our senior secured credit facilities as discussed above. Mercury is a payment technology~~customer information and ~~service leader whose solutions are integrated into point-of-sale software applications and brought to market through dealer and developer partners.~~history. This acquisition helps to further accelerate our ~~growth in the integrated payments channel.~~growth. The operations of ~~Mercury~~Paymetric are included in our Merchant Services segment operating results.

Fifth Third Share Purchase

On August 9, 2017, pursuant to a transaction agreement with Fifth Third Bank, we purchased 19,790,000 shares of our Class A common stock directly from Fifth Third Bank at a price of $64.04 per share. The total purchase price of approximately $1.27 billion was funded with an additional Term B Loan. In connection with the purchase, we recorded a liability of approximately $647.5 million during the quarter ended September 30, 2017 under the tax receivable agreement with Fifth Third Bank.

Our Segments, Revenue and Expenses

Segments

We report our results of operations in two segments, Merchant Services and Financial Institution Services. We evaluate segment performance based upon segment profit, which is defined as net revenue, which represents total revenue less network fees and other costs, less sales and marketing expense attributable to that segment.

~~Merchant Services~~

~~We provide~~ See “Item 1 - Business” for a ~~comprehensive suite~~more detailed discussion of payment processing services to our merchant services clients. We authorize, clear, settle and provide reporting for electronic payment transactions, as further discussed below. Our merchant client base includes over 500,000 merchant locations across the United States and is heavily-weighted in non-discretionary everyday spend categories where spending has generally been more resilient during economic downturns. In 2014, we processed approximately 16.3 billion transactions for these merchants.

~~Acquiring and Processing.~~ We provide merchants with a broad range of credit, debit and prepaid payment processing services. We give them the ability to accept and process Visa, MasterCard, American Express, Discover and PIN debit network card transactions originated at the point of sale as well as for ecommerce and mobile transactions. This service includes all aspects of card processing, including authorization and settlement, customer service, chargeback and retrieval processing and network fee and interchange management.

~~Value-added Services.~~ We offer value-added services that help our clients operate and manage their businesses including omni-channel acceptance, prepaid services and gift card solutions. We also provide security solutions such as point-to-point encryption and tokenization both at the point of sale and for ecommerce transactions.

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We provide our services to merchants of varying sizes, which provides us with a number of key benefits. Due to the large transaction volume that they generate, large national merchants provide us with significant operating scale efficiencies and recurring revenues. Small and mid-sized merchants are more difficult to reach on an individual basis, but generally generate higher per transaction fees.

~~We distribute our comprehensive suite of services to a broad range of merchants through multiple sales channels, as further described below.~~

~~Direct:~~ Includes a national sales force that targets large national merchants, a regional and mid-market sales team that sells solutions to merchants and third party reseller clients, and a telesales operation that targets small and mid-sized merchants.

~~Indirect:~~ ~~Includes ISOs that target small and mid-sized merchants.~~

~~Merchant Bank:~~ ~~Includes referral partner relationships with financial institutions that target their financial services customers as merchant referrals to us.~~

~~Integrated Payments, or IP:~~ ~~Includes referral partner relationships with ISVs, VARs, and payment facilitators that target their technology customers as merchant referrals to us.~~

~~eCommerce:~~ ~~Includes a sales force that targets internet retail, online services and direct marketing merchants.~~

~~These sales channels utilize multiple strategies and leverage relationships with referral partners that sell our~~ business ~~solutions to small and mid-sized merchants. We believe our sales structure provides us with broad geographic coverage and access to various industries and verticals.~~

~~Financial Institution Services~~

We provide integrated card issuer processing, payment network processing and value-added services to our financial institutions clients, as further discussed below. Our financial institution client base is generally well diversified and includes approximately 1,400 financial institutions, including regional banks, community banks, credit unions and regional PIN debit networks. In 2014, we processed approximately 3.8 billion transactions for these financial institutions. We generally focus on small to mid-sized financial institutions with less than $15 billion in assets. Smaller financial institutions generally do not have the scale or infrastructure typical of large financial institutions and are more likely to outsource payment processing needs. We provide a turnkey solution to such institutions to enable them to offer payment processing solutions.

~~Integrated Card Issuer and Processing.~~ We process and service credit, debit, ATM and prepaid transactions. We process and provide statement production, collections and inbound/outbound call centers. Our card processing solution includes processing and other services such as card portfolio analytics, program strategy and support, fraud and security management and chargeback and dispute services. We also offer processing for specialized accounts, such as business cards, home equity lines of credit and health savings accounts. We provide authorization support in the form of online or batch settlement, as well as real-time transaction research capability and archiving and daily and monthly cardholder reports for statistical analysis. Our call center handles inbound and outbound calls and billing issues for customers of our financial institution clients.

~~Value-added Services.~~ We provide additional services to our financial institution clients that complement our issuing and processing services. These services include fraud protection, card production, prepaid cards, ATM driving, portfolio optimization, data analytics and card program marketing. We also provide network gateway and switching services that utilize our Jeanie PIN network. Our Jeanie network offers real-time electronic payment, network bill payment, single point settlement, shared deposit taking and customer select PINs. Our Jeanie network includes approximately 6,900 ATMs, 21 million cardholders and 640 member financial institution clients.

We distribute our financial institution services by utilizing direct sales forces as well as a diverse group of referral partner relationships. These sales channels utilize multiple strategies and leverage relationships with core processors that sell our solutions to small and mid-sized financial institutions.segments.

Revenue

We generate revenue primarily by processing electronic payment transactions. Set forth below is a description of our revenues by segment and factors impacting segment revenues.

Our Merchant Services segment revenues are primarily derived from processing credit and debit card transactions. Merchant Services revenue is primarily comprised of fees charged to businesses, net of interchange fees, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions.

~~Table of Contents~~

The fees charged consist of either a percentage of the dollar volume of the transaction or a fixed fee, or both, and are recognized at the time of the transaction. Merchant Services revenue also includes a number of revenue items that are incurred by us and are reimbursable as the costs are passed through to and paid by our clients. These items primarily consist of Visa, ~~MasterCard~~Mastercard and other payment network fees. In addition, for sales through referral partners in which we are the primary party to the contract with the merchant, we record the full amount of the fees collected from the merchant as revenue. Associated residual payments made to referral partners are included in sales and marketing expenses. Merchant Services revenue also includes revenue from ancillary services such as fraud management, equipment sales and terminal rent. Revenue in our Merchant Services segment is impacted primarily by transaction volume, average transaction size, the mix of merchant types in our client portfolio, the performance of our merchant clients and the effectiveness of our distribution channels.

Our Financial Institution Services revenues are primarily derived from debit, credit and ATM card transaction processing, ATM driving and support, and PIN debit processing services. Financial Institution Services revenue associated with processing transactions includes per transaction and account related fees, card production fees and fees generated from our Jeanie network. Financial Institution Services revenue is impacted by the number of financial institutions using our services as well as their transaction volume. The number of financial institutions in the United States has declined as a result of prevailing economic conditions and consolidation, as well as other market and regulatory pressures. These factors have contributed to industry-wide pricing compression of the fees that financial institutions are willing to pay for payment processing. ~~Since 2011, pricing compression in the Financial Institution Services segment has represented on average 3% or less~~

Table of ~~net revenue on an annual basis.~~Contents

Network Fees and Other Costs

Network fees and other costs primarily consist of ~~charges~~pass through expenses incurred by us ~~which we pass through~~in connection with providing processing services to our clients, including Visa ~~MasterCard~~ and ~~other~~Mastercard network association fees and payment network ~~fees, third party processing fees, telecommunication charges, postage and card production costs.~~fees.

Net Revenue

Net revenue is revenue, less network fees and other costs and reflects revenue generated from the services we provide to our clients. Management uses net revenue to assess our operating performance. We believe that net revenue, when reviewed together with revenue, is meaningful to our investors in order to understand our performance.

Expenses

Set forth below is a brief description of the components of our expenses, aside from the network fees and other costs discussed above:

Sales and marketing expense primarily consists of salaries and benefits paid to sales personnel, sales management and other sales and marketing personnel, residual payments made to referral partners and advertising and promotional costs.

Other operating costs primarily consist of salaries and benefits paid to operational and IT personnel, costs associated with operating our technology platform and data centers, information technology costs for processing transactions, product development costs, software ~~consulting~~ fees and maintenance costs.

General and administrative expenses primarily consist of salaries and benefits paid to executive management and administrative employees, including finance, human resources, product development, legal and risk management, share-based compensation costs, equipment and occupancy costs and consulting costs. The year ended December 31, 2017 includes a charge related to a settlement agreement stemming from legacy litigation of an acquired company.

Depreciation and amortization expense consists of our depreciation expense related to investments in property, equipment and software as well as our amortization of intangible ~~assets, principally customer relationships acquired in connection with the acquisition of a majority interest in Vantiv Holding in June 2009 and our subsequent acquisitions.~~assets.

Interest expense—net consists primarily of interest on borrowings under our senior secured credit facilities less interest income earned on our cash and cash equivalents.

Income tax expense represents federal, state and local taxes based on income in multiple jurisdictions.

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Non-operating income (expense) during the year ended December 31, ~~2014~~2017 primarily ~~relates~~consists of a gain relating to ~~a benefit recorded~~the impact to the tax receivable agreement (“TRA”) liability as a result of the Tax Cuts and Jobs Act (“Tax Reform”) being enacted on December 22, 2017 and an unrealized gain related to the change in the fair value of a ~~reduction~~deal contingent foreign currency forward entered into in ~~certain TRA liabilities,~~connection with the Worldpay acquisition, partially offset by ~~the refinancing of the Company’s senior secured credit facilities in June 2014 and~~ the change in fair value of a TRA entered into as part of the acquisition of Mercury Payment Systems, LLC (“Mercury”). The 2016 amount primarily related to the change in the fair value of the Mercury ~~TRA. The 2013 amount relates~~TRA entered into as part of the acquisition of Mercury and a charge related to the refinancing of ~~the Company's~~our senior secured credit facilities in ~~May 2013.~~October 2016. The ~~2012~~2015 amount primarily ~~relates~~related to the ~~refinancing~~change in the fair value of the Company's senior secured credit facilities in March 2012, the early termination of the Company’s interest rate swaps in connection with the March 2012 debt refinancing and a one-time activity fee of $6.0 million assessed by MasterCard as a result of the Company's IPO.Mercury TRA.

Non-Controlling Interest

As a result of the non-controlling ownership interests in Vantiv Holding held by Fifth Third, our results of operations include net income attributable to non-controlling interests. Future sales or redemptions of ownership interests in Vantiv Holding by Fifth Third will continue to reduce the amount recorded as non-controlling interest and increase net earnings attributable to our Class A stockholders. In addition, net income attributable to non-controlling interests includes the non-controlling interest ~~in the People's United Merchant Services, or PUMS,~~related to a joint venture ~~held by Peoples United Bank, or PUB. Net income attributable to non-controlling interests~~with a bank partner. See Note 9 - Controlling and Non-controlling Interests in “Item 8 - Financial Statements and Supplementary Data” for ~~the years ended~~ ~~December 31, 2014, 2013 and 2012 was~~ ~~$43.7 million~~, ~~$74.6 million~~ ~~and~~ ~~$53.1 million, respectively.~~more information.

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Factors and Trends Impacting Our Business and Results of Operations

We expect a number of factors will impact our business, results of operations and financial condition. In general, our revenue is impacted by the number and dollar volume of card based transactions which in turn are impacted by general economic conditions, consumer spending and the emergence of new technologies and payment types, such as ecommerce, mobile payments, and prepaid cards. In our Merchant Services segment, our net revenues are impacted by the mix of the size of merchants that we provide services to as well as the mix of transaction volume by merchant category. In our Financial Institution Services segment, our net revenues are also impacted by the mix of the size of financial institutions to which we provide services as well as consolidation and market and industry pressures, which have contributed and are expected to continue to contribute to pricing compression of payment processing fees in this segment. We also expect our results of operations to be impacted by the factors discussed below.

~~Pro Forma~~ Adjusted Net Income

We use ~~pro forma~~ adjusted net income for financial and operational decision making as a means to evaluate period-to-period comparisons of our performance and results of operations. ~~Pro forma~~The adjusted net income is also incorporated into performance metrics underlying certain share-based payments issued under the 2012 ~~Vantiv,~~Worldpay, Inc. Equity Incentive Plan and our annual incentive plan. We believe ~~pro forma~~the adjusted net income provides useful information about our performance and operating results, enhances the overall understanding of past financial performance and future prospects and allows for greater transparency with respect to key metrics used by management in its financial and operational decision making.

In calculating ~~pro forma~~the adjusted net income, we make certain non-GAAP adjustments, as well as ~~pro forma~~certain tax adjustments, to adjust our GAAP operating results for the items discussed below. This non-GAAP measure should be considered together with GAAP operating results.

Non-GAAP Adjustments

Transition, Acquisition and Integration Costs

In connection with our acquisitions, we ~~incurred~~incur costs associated with the acquisitions and related integration activities, consisting primarily of consulting fees for advisory, conversion and integration services and related personnel costs. Additionally, our expenses include costs associated with a one-time signing bonus issued to certain employees that transferred to us from Fifth Third Bank in connection with our separation from Fifth Third Bank in June 2009. This signing bonus contained a five-year vesting period beginning on the date of the separation. Also included in these expenses are costs related to employee termination benefits and other transition activities. These transition, acquisition and integration costs are included in other operating costs and general and administrative expenses. Included in transition, acquisition and integration costs in the year ended December 31, 2017 is a $41.5 million charge to general and administrative expense related to a settlement agreement stemming from legacy litigation of an acquired company.

Share-Based Compensation

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We have granted share-based awards to certain employees and members of our board of directors and intend to continue to grant additional share-based awards in the future. Share-based compensation is included in general and administrative expense. ~~See Note 13 - Share-Based Compensation Plans in "Item 8 - Financial Statements and Supplementary Data."~~

Intangible Amortization Expense

These expenses represent amortization of intangible assets acquired through business combinations and customer portfolio and related asset acquisitions. ~~For the year ended December 31, 2014, intangible amortization expense also included a $34.3 million charge related to phasing out a trade name.~~

Non-operating Income (Expense)

Non-operating income ~~(expense) was $0.2 million~~ for the year ended December 31, ~~2014, which~~2017 primarily consisted of a ~~benefit recorded~~gain relating to the impact to the TRA liability as a result of Tax Reform being enacted on December 22, 2017 and an unrealized gain related to the change in the fair value of a ~~reduction~~deal contingent forward entered into in ~~certain TRA liabilities of $41.3 million,~~connection with the Worldpay acquisition, partially offset by ~~$26.5 million~~the change in ~~expenses~~fair value of the Mercury TRA entered into as part of the acquisition of Mercury.

Non-operating expense for the year ended December 31, 2016 primarily consisted of the change in fair value of the Mercury TRA entered into as part of the acquisition of Mercury and a charge related to the refinancing of our senior secured credit facilities in June 2014 and expense of $14.6 million related to the change in fair value of the Mercury TRA. For the year ended December 31, 2013, we recorded $20.0 million within non-operating expenses, which consisted of charges related to the refinancing of our senior secured credit facilities in May 2013. During the year ended December 31, 2012, we recorded $92.7 million within non-operating expenses, which consisted of $86.7 million related to the refinancing of our senior secured credit facilities and the early termination of our interest rate swaps in March 2012 and a $6.0 million one-time activity fee assessed by MasterCard as a result of our IPO.October 2016.

~~Pro Forma~~

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Tax Adjustments

Income Tax Expense Adjustments

Our effective tax rate reported in our results of operations reflects the impact of our non-controlling interest not being taxed at the statutory corporate tax rate. For purposes of calculating ~~pro forma~~the adjusted net income, income tax expense is adjusted accordingly to reflect an effective tax rate assuming conversion of Fifth ~~Third's~~Third’s non-controlling interests into shares of Class A common stock, including the income tax effect of the non-GAAP adjustments described above. The adjusted effective tax rate ~~was 36.5%~~ for the year ended December 31, ~~2014~~2017 is 34.0% and ~~38.5% for~~includes the ~~years ended December 31, 2013 and 2012.~~impact of excess tax benefits relating to our adoption of ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ~~2014~~ adjusted effective tax rate was ~~primarily impacted favorably by deductions related to Internal Revenue Code Section 199, which allows~~36.0% for the ~~deduction of a portion of the income related to domestically produced computer software.~~year ended December 31, 2016.

Other Tax Adjustments

In addition to the adjustment described above, income tax expense is also adjusted for the cash tax benefits resulting from certain tax attributes, primarily the amortization of tax intangible assets resulting from or acquired with our acquisitions, the tax basis step up associated with our separation from Fifth Third and the purchase or exchange of ~~Class B~~ units of Vantiv Holding, net of payment obligations under TRAs established at the time of our ~~IPO~~initial public offering (“IPO”) and in connection with our acquisition of Mercury. The estimate of the cash tax benefits is based on the consistent and highly predictable realization of the underlying tax attributes.

~~In the fourth quarter of 2013, we entered into an agreement to terminate and settle in full our obligations to Advent and JPDN Enterprises, LLC, or JPDN, under the TRAs. As~~The following table provides a ~~result, the full amount~~schedule of the tax adjustments discussed above which are reflected in the adjusted net income table below:



	Year Ended December 31,
	2017		2016
TRA Tax Benefits ^(a)	$	5,375	$	10,182
Acquired Tax Benefits ^(b)	124,911		65,978
Adjusted Tax Benefits ^(c)	$	130,286	$	76,160

(a) Represents the 15% benefit that we retain for the shared tax benefits related to the TRAs.

(b) Represents the tax benefits wholly owned by us, acquired through acquisition or termination of TRAs in which we retain 100% of the benefit.

(c) Represents the net cash tax ~~benefits resulting~~benefit retained by us from the ~~realization~~use of the tax attributes, ~~underlying the respective TRAs are~~as reflected in ~~pro forma adjusted net income beginning with~~ the ~~fourth quarter of 2013.~~Tax Adjustments.

The table below provides a reconciliation of ~~pro forma adjusted net income to~~ GAAP income before applicable income taxes to the adjusted net income for the years ended December 31, ~~2014~~2017 and ~~2013:~~2016:



	Year Ended December 31,
	2017			2016
	(in thousands)
Income before applicable income taxes	$	813,712		$	422,724
Non-GAAP Adjustments:
Transition, acquisition and integration costs	130,146			37,558
Share-based compensation	47,855			35,871
Intangible amortization	217,849			190,822
Non-operating (income) expenses	(432,826		)	36,256
Non-GAAP Adjusted Income Before Applicable Taxes	776,736			723,231
Less: Tax Adjustments
Adjusted tax expense	133,804			184,203
JV non-controlling interest	1,804			1,200
Adjusted Net Income	$	641,128		$	537,828

Table of Contents

Year Ended December 31,
2014 2013
(in thousands)
Income before applicable taxes $ 235,167
$ 291,900
Non-GAAP Adjustments:
Transition, acquisition and integration costs 38,482
15,075
Share-based compensation 42,171
29,729
Intangible amortization 198,563
124,961
Non-operating (income) expense (177 ) 20,000
Non-GAAP Adjusted Income Before Applicable Taxes 514,206
481,665
Pro Forma Adjustments:
Income tax expense adjustment (187,685 ) (185,441 )
Tax adjustments 46,462
24,294
Less: JV non-controlling interest (622 ) —
Pro Forma Adjusted Net Income $ 372,361
$ 320,518

Results of Operations

The following tables set forth our statements of income in dollars and as a percentage of net revenue for the periods presented.


	Year Ended December 31,									Year Ended December 31,
	2014		2013		$ Change			% Change		2017		2016		$ Change			% Change
	(dollars in thousands)									(dollars in thousands)
Revenue	$	2,577,203	$	2,108,077	$	469,126		22	%	$	4,026,477	$	3,578,991	$	447,486		13	%
Network fees and other costs	1,174,665		935,441		239,224			26		1,903,165		1,674,230		228,935			14
Net revenue	1,402,538		1,172,636		229,902			20		2,123,312		1,904,761		218,551			11
Sales and marketing	396,353		312,044		84,309			27		669,506		582,251		87,255			15
Other operating costs	242,439		200,630		41,809			21		318,665		294,235		24,430			8
General and administrative	173,986		121,707		52,279			43		295,101		189,707		105,394			56
Depreciation and amortization	275,069		185,453		89,616			48		318,493		270,054		48,439			18
Income from operations	$	314,691	$	352,802	$	(38,111	)	(11	)%	$	521,547	$	568,514	$	(46,967	)	(8	)%
Non-financial data:
Transactions (in millions)	20,077		16,946					18	%	26,289		24,973					5	%


As a Percentage of Net Revenue	Year Ended December 31,				Year Ended December 31,
	2014		2013		2017		2016
Net revenue	100.0	%	100.0	%	100.0	%	100.0	%
Sales and marketing	28.3		26.6		31.5		30.6
Other operating costs	17.3		17.1		15.0		15.4
General and administrative	12.4		10.4		13.9		10.0
Depreciation and amortization	19.6		15.8		15.0		14.2
Income from operations	22.4	%	30.1	%	24.6	%	29.8	%



Delaware		26-4532998
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



Title of each class		Name of each exchange on which registered
Class A Common Stock, $0.00001 par value		New York Stock Exchange



Large accelerated filer x		Accelerated filer o
Non-accelerated filer o		Smaller reporting company o
Emerging growth company o



	Page
PART I
ITEM 1. BUSINESS	4
ITEM 1A. RISK FACTORS	15
ITEM 1B. UNRESOLVED STAFF COMMENTS	2931
ITEM 2. PROPERTIES	2931
ITEM 3. LEGAL PROCEEDINGS	2931
ITEM 4. MINE SAFETY DISCLOSURES	2931
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	3032
ITEM 6. SELECTED FINANCIAL DATA	3233
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3435
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5351
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	5453
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	9596
ITEM 9A. CONTROLS AND PROCEDURES	9596
ITEM 9B. OTHER INFORMATION	9798
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	9899
ITEM 11. EXECUTIVE COMPENSATION	9899
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	9899
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE	99100
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	99100
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	~~100~~101
SIGNATURES	~~106~~111



	Year Ended December 31,
	2014		2013		2012
	(dollars in thousands)
Merchant Services
Total revenue	$	2,100,367	$	1,639,157	$	1,409,158
Network fees and other costs	1,033,801		801,463		709,341
Net revenue	1,066,566		837,694		699,817
Sales and marketing	367,998		286,200		255,887
Segment profit	$	698,568	$	551,494	$	443,930
Non-financial data:
Transactions (in millions)	16,262		13,333		11,912



x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


2013	High		Low
2016					High		Low
First Quarter	$	23.75	$	19.55	$	54.50	$	42.01
Second Quarter	$	28.25	$	21.73	$	58.09	$	50.52
Third Quarter	$	28.70	$	25.37	$	59.62	$	52.45
Fourth Quarter	$	32.88	$	25.21	$	60.25	$	54.38

2014	High		Low
2017					High		Low
First Quarter	$	34.42	$	29.05	$	66.47	$	59.60
Second Quarter	$	33.74	$	28.45	$	66.24	$	59.62
Third Quarter	$	34.90	$	30.25	$	73.14	$	59.10
Fourth Quarter	$	35.11	$	29.35	$	76.22	$	67.71



Period	Total Number of Shares Purchased (1)(2)	Average Price Paid per Share		Total Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (2)
October 1, 2014 to October 31, 2014	296,188	$	29.84	278,000	$	291.7
November 1, 2014 to November 30, 2014	550,437	$	30.38	549,700	$	275.0
December 1, 2014 to December 31, 2014	23,314	$	33.69	—	$	275.0



Period	Total Number of Shares Purchased ⁽¹⁾⁽²⁾	Average Price Paid per Share		Total Shares Purchased as Part of Publicly Announced Plans or Programs ⁽²⁾	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) ⁽²⁾
October 1, 2017 to October 31, 2017	11,744	$	69.01	—	$	243.2
November 1, 2017 to November 30, 2017	652	$	69.31	—	$	243.2
December 1, 2017 to December 31, 2017	—	$	—	—	$	243.2



	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2010
	(in thousands, except per share data)
Statement of income data:
Revenue	$	2,577,203		$	2,108,077		$	1,863,239		$	1,622,421		$	1,162,132
Network fees and other costs	1,174,665			935,441			840,597			756,735			595,995
Sales and marketing	396,353			312,044			280,644			236,917			98,418
Other operating costs	242,439			200,630			158,374			143,420			124,383
General and administrative	173,986			121,707			118,231			86,870			58,091
Depreciation and amortization	275,069			185,453			160,538			155,326			110,964
Income from operations	314,691			352,802			304,855			243,153			174,281
Interest expense-net	(79,701		)	(40,902		)	(54,572		)	(111,535		)	(116,020		)
Non-operating income (expense)	177			(20,000		)	(92,672		)	(14,499		)	(4,300		)
Income before applicable income taxes	235,167			291,900			157,611			117,119			53,961
Income tax expense (benefit)	66,177			83,760			46,853			32,309			(956		)
Net income	168,990			208,140			110,758			84,810			54,917
Less: Net income attributable to non-controlling interests	(43,698		)	(74,568		)	(53,148		)	(48,570		)	(32,924		)
Net income attributable to Vantiv, Inc.	$	125,292		$	133,572		$	57,610		$	36,240		$	21,993
Net income per share attributable to Vantiv, Inc. Class A common stock (1):
Basic	$	0.88		$	0.96		$	0.50		$	0.40		$	0.25
Diluted	$	0.75		$	0.87		$	0.47		$	0.40		$	0.25
Shares used in computing net income per share of Class A common stock (1):
Basic	141,936,933			138,836,314			116,258,204			89,515,617			89,515,617
Diluted	199,170,813			206,027,557			122,747,362			89,515,617			89,515,617



	January 16, 2018
Term A-5 loan, maturing in January 2023⁽¹⁾	$	3,771,731
Term A-3 loan, maturing in October 2021⁽²⁾	179,175
Term B-4 loan, maturing in August 2024⁽³⁾	1,805,000
Term B-3 loan, maturing in October 2023⁽⁴⁾	757,350
Senior Unsecured Dollar Notes, maturing in November 2025⁽⁵⁾	500,000
Senior Unsecured Sterling Notes, maturing in November 2025⁽⁶⁾	648,859
Senior Unsecured Euro Note, expiring in November 2022⁽⁷⁾	613,175
Leasehold mortgage, expiring on August 10, 2021⁽⁸⁾	10,131
Notes payable and note payable to related party	$	8,285,421


⁽³⁾	Interest at a variable base rate (LIBOR) plus a spread rate (200 basis points) (total rate of 3.56% at January 16, 2018) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.


⁽⁴⁾	Interest at a variable base rate (LIBOR) plus a spread rate (200 basis points) (total rate of 3.56% at January 16, 2018) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.


⁽⁵⁾	$500 million principal senior unsecured notes with interest payable semi-annually at a fixed rate of 4.375% and principal due upon maturity.


⁽⁶⁾	£470 million principal senior unsecured notes with interest payable semi-annually at a fixed rate of 3.875% and principal due upon maturity. The spot rate of 1.3806 U.S. dollars per Pound Sterling at January 16, 2018 was used to translate the Note to U.S. dollars.


⁽⁷⁾	€500 million principal senior unsecured note with interest payable semi-annually at a fixed rate of 3.75% and principal due upon maturity. The spot rate of 1.2264 U.S. dollars per Euro at January 16, 2018 was used to translate the Note to U.S. dollars.



Period	Leverage Ratio (must not exceed)	Interest Coverage Ratio (must exceed)
January 16, 2018 to September 30, ~~2014 to March 31, 2015~~2018	6.50 to 1.00	4.00 to 1.00
~~June 30, 2015~~December 31, 2018 to September 30, ~~2016~~2019	~~6.25~~5.75 to 1.00	4.00 to 1.00
December 31, ~~2016~~2019 to September 30, ~~2017~~2020	~~5.50~~5.00 to 1.00	4.00 to 1.00
December 31, ~~2017 to September 30, 2018~~	~~4.75 to 1.00~~	~~4.00 to 1.00~~
~~December 31, 2018~~2020 and thereafter	4.25 to 1.00	4.00 to 1.00



	Balance as of December 31, 2013		2014 TRA Payment			2014 Secondary Offering		Acquisition of Mercury		Change in Value			Balance as of December 31, 2014
TRA with Fifth Third Bank	$	494,500	$	(726	)	$	109,400	$	—	$	(38,769	)	$	564,405
TRA with all pre-IPO investors	65,200		(7,913		)	—		—		(1,630		)	55,657
Mercury TRA	—		—			—		137,860		14,560			152,420
Total	$	559,700	$	(8,639	)	$	109,400	$	137,860	$	(25,839	)	$	772,482



	Balance as of December 31, 2016		2017 TRA Payment			2017 TRA Settlements			2017 Fifth Third Share Purchase		Change in Value⁽¹⁾			Balance as of December 31, 2017
TRA with Fifth Third Bank	$	642,332	$	(33,355	)	$	(157,626	)	$	647,507	$	(418,858	)	$	680,000
Mercury TRA	147,040		(22,340		)	(38,100		)	—		13,971			100,571
Total	$	789,372	$	(55,695	)	$	(195,726	)	$	647,507	$	(404,887	)	$	780,571



			Payments Due By Period
	Total		Less than 1 year		1 - 3 Years		3 - 5 Years		More than 5 Years
			(in thousands)
Operating leases	$	36,676	$	5,725	$	8,954	$	7,982	$	14,015
Capital leases	23,542		8,505		14,403		634		—
Borrowings(a)	3,915,345		212,834		443,145		1,850,533		1,408,833
Purchase commitments:
Technology and telecommunications(b)	64,359		36,403		26,934		1,022		—
Processing Services(c)	7,950		5,445		1,785		720		—
Other	6,383		2,533		2,989		861		—
Obligations under TRAs	1,246,318		22,805		120,863		131,549		971,101
Total	$	5,300,573	$	294,250	$	619,073	$	1,993,301	$	2,393,949


~~(b)~~ ⁽²⁾	Includes obligations related to software licenses, software maintenance support and telecommunication and network services.


⁽⁴⁾	Represents estimated TRA payments to various parties and cash payments to exercise the call options pursuant to which certain additional obligations of the Company under the Fifth Third and Mercury TRAs would be terminated. See Note 7 - Tax Receivable Agreements in “Item 8 - Financial Statements and Supplementary Data” for more details.



		Page
~~Vantiv,~~Worldpay, Inc. and Subsidiaries
Report of Independent Registered Public Accounting Firm		5554
Consolidated Statements of Income for the years ended December 31, ~~2014, 2013,~~2017, 2016, and ~~2012~~2015		5655
Consolidated Statements of Comprehensive Income for the years ended December 31, ~~2014, 2013~~2017, 2016 and ~~2012~~2015		5756
Consolidated Statements of Financial Position as of December 31, ~~2014~~2017 and ~~2013~~2016		5857
Consolidated Statements of Cash Flows for the years ended December 31, ~~2014, 2013~~2017, 2016 and ~~2012~~2015		58
Consolidated Statement of Equity for the year ended December 31, 2017		59
Consolidated Statement of Equity for the year ended December 31, ~~201~~20164		60
Consolidated Statement of Equity for the year ended December 31, ~~201~~20153		61
~~Consolidated Statement of Equity for the year ended December 31, 201~~2		62
Notes to Consolidated Financial Statements		6362
Schedule I - Condensed Financial Information of Registrant		~~101~~102



	December 31, 2017			December 31, 2016
Assets
Current assets:
Cash and cash equivalents	$	126,503		$	139,148
Accounts receivable—net	985,888			940,052
Related party receivable	736			1,751
Settlement assets	142,010			152,490
Prepaid expenses	33,524			39,229
Other	83,951			15,188
Total current assets	1,372,612			1,287,858
Customer incentives	68,365			67,288
Property, equipment and software—net	473,723			348,553
Intangible assets—net	678,532			787,820
Goodwill	4,172,964			3,738,589
Deferred taxes	739,524			771,139
Proceeds from senior unsecured notes	1,135,205			—
Other assets	26,048			42,760
Total assets	$	8,666,973		$	7,044,007
Liabilities and equity
Current liabilities:
Accounts payable and accrued expenses	$	622,871		$	471,979
Related party payable	9,013			3,623
Settlement obligations	816,235			801,381
Current portion of note payable to related party	5,384			7,557
Current portion of notes payable	102,513			123,562
Current portion of tax receivable agreement obligations to related parties	190,220			191,014
Current portion of tax receivable agreement obligations	55,324			60,400
Deferred income	18,879			7,907
Current maturities of capital lease obligations	8,044			7,870
Other	5,975			13,719
Total current liabilities	1,834,458			1,689,012
Long-term liabilities:
Note payable to related party	158,358			143,577
Notes payable	5,427,990			2,946,026
Tax receivable agreement obligations to related parties	489,780			451,318
Tax receivable agreement obligations	45,247			86,640
Capital lease obligations	4,456			13,223
Deferred taxes	65,617			62,148
Other	40,413			44,774
Total long-term liabilities	6,231,861			3,747,706
Total liabilities	8,066,319			5,436,718
Commitments and contingencies (See Note 10 - Commitments, Contingencies and Guarantees)
Equity:
Class A common stock, $0.00001 par value; 890,000,000 shares authorized; 162,595,981 shares outstanding at December 31, 2017; 161,134,831 shares outstanding at December 31, 2016	1			1
Class B common stock, no par value; 100,000,000 shares authorized; 15,252,826 shares issued and outstanding at December 31, 2017; 35,042,826 shares issued and outstanding at December 31, 2016	—			—
Preferred stock, $0.00001 par value; 10,000,000 shares authorized; no shares issued and outstanding	—			—
Paid-in capital	55,431			706,055
Retained earnings	558,013			689,512
Accumulated other comprehensive income (loss)	2,892			(6,197		)
Treasury stock, at cost; 2,861,671 shares at December 31, 2017 and 2,710,195 shares at December 31, 2016	(83,798		)	(73,706		)
Total Worldpay, Inc. equity	532,539			1,315,665
Non-controlling interests	68,115			291,624
Total equity	600,654			1,607,289
Total liabilities and equity	$	8,666,973		$	7,044,007



	December 31, 2014			December 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	411,568		$	171,427
Accounts receivable—net	607,674			472,196
Related party receivable	6,164			5,155
Settlement assets	135,422			127,144
Prepaid expenses	26,906			18,059
Other	27,002			13,932
Total current assets	1,214,736			807,913
Customer incentives	39,210			30,808
Property, equipment and software—net	281,715			217,333
Intangible assets—net	1,034,692			795,332
Goodwill	3,291,366			1,943,613
Deferred taxes	429,623			362,785
Other assets	44,741			31,769
Total assets	$	6,336,083		$	4,189,553
Liabilities and equity
Current liabilities:
Accounts payable and accrued expenses	$	299,771		$	233,383
Related party payable	2,035			2,381
Settlement obligations	501,042			333,649
Current portion of note payable to related party	10,353			17,621
Current portion of note payable	106,148			74,879
Current portion of tax receivable agreement obligations to related parties	22,789			8,639
Deferred income	5,480			9,053
Current maturities of capital lease obligations	8,158			4,326
Other	7,557			1,382
Total current liabilities	963,333			685,313
Long-term liabilities:
Note payable to related party	191,521			325,993
Note payable	3,085,716			1,392,757
Tax receivable agreement obligations to related parties	597,273			551,061
Tax receivable agreement obligations	152,420			—
Capital lease obligations	14,779			12,044
Deferred taxes	24,380			37,963
Other	6,075			8,100
Total long-term liabilities	4,072,164			2,327,918
Total liabilities	5,035,497			3,013,231
Commitments and contingencies (See Note 10 - Commitments, Contingencies and Guarantees)
Equity:
Class A common stock, $0.00001 par value; 890,000,000 shares authorized; 145,455,008 shares outstanding at December 31, 2014; 141,758,681 shares outstanding at December 31, 2013	1			1
Class B common stock, no par value; 100,000,000 shares authorized; 43,042,826 shares issued and outstanding at December 31, 2014; 48,822,826 shares issued and outstanding at December 31, 2013	—			—
Preferred stock, $0.00001 par value; 10,000,000 shares authorized; no shares issued and outstanding	—			—
Paid-in capital	629,353			597,730
Retained earnings	328,358			203,066
Accumulated other comprehensive (loss) income	(3,768		)	264
Treasury stock, at cost; 2,173,793 shares at December 31, 2014 and 1,606,664 shares at December 31, 2013	(50,931		)	(33,130		)
Total Vantiv, Inc. equity	903,013			767,931
Non-controlling interests	397,573			408,391
Total equity	1,300,586			1,176,322
Total liabilities and equity	$	6,336,083		$	4,189,553



																						Accumulated
				Common Stock																		Other			Non-
	Total			Class A				Class B				Treasury Stock				Paid-in			Retained			Comprehensive			Controlling
	Equity			Shares		Amount		Shares		Amount		Shares	Amount			Capital			Earnings			Income (Loss)			Interests
Beginning Balance, January 1, 2017	$	1,607,289		161,135		$	1	35,043		$	—	2,710	$	(73,706	)	$	706,055		$	689,512		$	(6,197	)	$	291,624
Cumulative effect of accounting change	491			—		—		—		—		—	—			1,299			(808		)	—			—
Net income	182,692			—		—		—		—		—	—			—			130,110			—			52,582
Issuance of Class A common stock under employee stock plans, net of forfeitures	14,566			1,613		—		—		—		—	—			14,566			—			—			—
Repurchase of Class A common stock (to satisfy tax withholding obligation)	(10,092		)	(152	)	—		—		—		152	(10,092		)	—			—			—			—
Purchase and cancellation of Class A common stock	(1,270,589		)	—		—		(19,790	)	—		—	—			(1,009,788		)	(260,801		)	—			—
Settlement of certain tax receivable agreements	59,800			—		—		—		—		—	—			59,800			—			—			—
Issuance of tax receivable agreements	(19,715		)	—		—		—		—		—	—			(19,715		)	—			—			—
Unrealized gain on hedging activities, net of tax	10,909			—		—		—		—		—	—			—			—			9,089			1,820
Distribution to non-controlling interests	(22,552		)	—		—		—		—		—	—			—			—			—			(22,552		)
Share-based compensation	47,855			—		—		—		—		—	—			41,309			—			—			6,546
Reallocation of non-controlling interests of Vantiv Holding due to change in ownership	—			—		—		—		—		—	—			261,905			—			—			(261,905		)
Ending Balance, December 31, 2017	$	600,654		162,596		$	1	15,253		$	—	2,862	$	(83,798	)	$	55,431		$	558,013		$	2,892		$	68,115


◦	~~The 2013 amount~~Non-operating expense for the year ended December 31, 2016 relates to the change in fair value of the Mercury TRA entered into as part of the acquisition of Mercury (see Note 7 - Tax Receivable Agreements) and a charge related to the refinancing of the ~~Company's~~Company’s senior secured credit facilities in ~~May 2013~~October 2016 (see Note 6 - Long-Term Debt).



	December 31, 2017		December 31, 2016
Cash and cash equivalents on consolidated statement of financial position	$	126,503	$	139,148
Proceeds from senior unsecured notes - restricted for closing of Worldpay acquisition	1,135,205		—
Other restricted cash (in other current assets)	10,495		—
Total cash and cash equivalents on consolidated statement of cash flows	$	1,272,203	$	139,148



Cash purchase price paid at closing	$	1,681,179
Fair value of contingent consideration related to a TRA	137,860
Total purchase price	$	1,819,039


Cash acquired	$	22,485		$	11,864
Current assets	47,421			7,243
Property, equipment and software	32,257			92,121
Intangible assets	391,100			47,800
Goodwill	1,347,753			433,972
Deferred tax assets	16,626
Other non-current assets	1,026
Current and non-current liabilities	(39,629		)
Other assets				67
Current liabilities				(18,075		)
Deferred tax liability				(23,059		)
Non-current liabilities				(8,535		)
Total purchase price	$	1,819,039		$	543,398


Cash acquired				$	22,851
Current assets	$	11,359		44,047
Equipment and software	8,193
Property, equipment and software				22
Intangible assets				72,000
Goodwill	135,068			372,464
Customer relationship intangible assets	29,300
Trade name	500
Current liabilities	(8,189		)	(61,369		)
Deferred tax liabilities	(13,772		)
Deferred tax liability				(17,506		)
Non-current liabilities				(2,881		)
Total purchase price	$	162,459		$	429,628



	Estimated Useful Life	December 31, 2017			December 31, 2016
Land	N/A	$	6,401		$	6,401
Building and improvements	15 - 40 years	34,398			34,298
Furniture and equipment	2 - 10 years	197,524			171,104
Software	3 - 8 years	557,484			412,490
Leasehold improvements	3 - 10 years	12,665			8,846
Work in progress		37,358			25,094
Accumulated depreciation		(372,107		)	(309,680		)
Property, equipment and software - net		$	473,723		$	348,553



Current assets	$	10,326
Property and equipment	13,503
Non-current assets	30
Goodwill	276,171
Customer relationship intangible assets	73,600
Trade name	1,300
Current liabilities	(14,341		)
Total purchase price	$	360,589



	Estimated Useful Life	December 31, 2014			December 31, 2013
Land	N/A	$	6,401		$	—
Building and improvements	15 - 40 years	33,454			18,645
Furniture and equipment	2 - 10 years	116,065			88,650
Software	3 - 5 years	259,495			204,222
Leasehold improvements	3 - 10 years	8,753			5,162
Work in progress		60,309			38,039
Accumulated depreciation		(202,762		)	(137,385		)
Total		$	281,715		$	217,333