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DOCUMENT AND ENTITY INFORMATION	6 Months Ended
DOCUMENT AND ENTITY INFORMATION	Jun. 30, 2016 shares
Document and Entity Information [Abstract]
Entity Registrant Name	Vantiv, Inc.
Entity Central Index Key	0001533932
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q2
Class A Common Stock
Entity Information
Entity Common Stock, Shares Outstanding (in shares)	156,480,777
Class B Common Stock
Entity Information
Entity Common Stock, Shares Outstanding (in shares)	35,042,826

CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Revenue:
External customers	$ 870,158	$ 765,564	$ 1,667,729	$ 1,451,940
Related party revenues	21,059	20,431	42,111	39,666
Total revenue	891,217	785,995	1,709,840	1,491,606
Network fees and other costs	410,736	362,349	798,149	693,495
Sales and marketing	144,844	122,925	280,482	238,980
Other operating costs	73,599	76,551	147,302	145,290
General and administrative	49,120	47,060	93,104	94,903
Depreciation and amortization	65,234	67,659	133,464	135,461
Income from operations	147,684	109,451	257,339	183,477
Interest expense—net	(26,118)	(25,714)	(53,847)	(51,725)
Non-operating expenses	(4,664)	(6,725)	(10,316)	(15,491)
Income before applicable income taxes	116,902	77,012	193,176	116,261
Income tax expense	38,441	24,319	62,267	36,572
Net income	78,461	52,693	130,909	79,689
Less: Net income attributable to non-controlling interests	(19,134)	(16,157)	(31,844)	(24,164)
Net income attributable to Vantiv, Inc.	$ 59,327	$ 36,536	$ 99,065	$ 55,525
Class A Common Stock
Net income per share attributable to Vantiv, Inc. Class A common stock:
Basic (in dollars per share)	$ 0.38	$ 0.25	$ 0.64	$ 0.38
Diluted (in dollars per share)	$ 0.38	$ 0.24	$ 0.63	$ 0.37
Shares used in computing net income per share of Class A common stock:
Basic (in shares)	155,670,267	145,566,899	155,533,813	145,051,664
Diluted (in shares)	197,258,209	201,831,467	197,018,018	201,276,166

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Statement of Comprehensive Income [Abstract]
Net income	$ 78,461	$ 52,693	$ 130,909	$ 79,689
Other comprehensive loss, net of tax:
Loss on cash flow hedges and other	(5,115)	(330)	(13,226)	(7,700)
Comprehensive income	73,346	52,363	117,683	71,989
Less: Comprehensive income attributable to non-controlling interests	(17,779)	(16,051)	(28,338)	(21,683)
Comprehensive income attributable to Vantiv, Inc.	$ 55,567	$ 36,312	$ 89,345	$ 50,306

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 202,724	$ 197,096
Accounts receivable—net	721,703	680,033
Related party receivable	4,208	3,999
Settlement assets	132,304	143,563
Prepaid expenses	32,646	31,147
Other	69,556	61,661
Total current assets	1,163,141	1,117,499
Customer incentives	64,043	57,984
Property, equipment and software—net	338,755	308,009
Intangible assets—net	764,181	863,066
Goodwill	3,366,528	3,366,528
Deferred taxes	715,078	731,622
Other assets	31,602	20,718
Total assets	6,443,328	6,465,426
Current liabilities:
Accounts payable and accrued expenses	379,118	364,878
Related party payable	3,394	4,698
Settlement obligations	635,161	677,502
Current portion of note payable to related party	10,353	10,353
Current portion of note payable	99,148	106,148
Current portion of tax receivable agreement obligations to related parties	35,659	31,232
Current portion of tax receivable agreement obligations	59,503	64,227
Deferred income	14,395	14,470
Current maturities of capital lease obligations	8,601	7,931
Other	20,104	13,940
Total current liabilities	1,265,436	1,295,379
Long-term liabilities:
Note payable to related party	175,993	181,169
Note payable	2,712,632	2,762,469
Tax receivable agreement obligations to related parties	766,170	801,829
Tax receivable agreement obligations	78,551	126,980
Capital lease obligations	17,536	21,801
Deferred taxes	26,659	15,836
Other	34,721	34,897
Total long-term liabilities	3,812,262	3,944,981
Total liabilities	5,077,698	5,240,360
Commitments and contingencies (See Note 6 - Commitments, Contingencies and Guarantees)
Equity:
Preferred stock, $0.00001 par value; 10,000,000 shares authorized; no shares issued and outstanding	0	0
Paid-in capital	583,046	553,145
Retained earnings	575,369	476,304
Accumulated other comprehensive loss	(18,924)	(9,204)
Treasury stock, at cost; 2,702,744 shares at June 30, 2016 and 2,593,242 shares at December 31, 2015	(73,242)	(67,458)
Total Vantiv, Inc. equity	1,066,250	952,788
Non-controlling interests	299,380	272,278
Total equity	1,365,630	1,225,066
Total liabilities and equity	6,443,328	6,465,426
Class A Common Stock
Equity:
Class A common stock, $0.00001 par value; 890,000,000 shares authorized; 156,480,777 shares outstanding at June 30, 2016; 155,488,326 shares outstanding at December 31, 2015, Class B common stock, no par value; 100,000,000 shares authorized; 35,042,826 shares issued and outstanding at June 30, 2016 and December 31, 2015	1	1
Class B Common Stock
Equity:
Class A common stock, $0.00001 par value; 890,000,000 shares authorized; 156,480,777 shares outstanding at June 30, 2016; 155,488,326 shares outstanding at December 31, 2015, Class B common stock, no par value; 100,000,000 shares authorized; 35,042,826 shares issued and outstanding at June 30, 2016 and December 31, 2015	$ 0	$ 0

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Treasury stock, shares (in shares)	2,702,744	2,593,242
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	890,000,000	890,000,000
Common stock, shares outstanding (in shares)	156,480,777	155,488,326
Class B Common Stock
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	35,042,826	35,042,826
Common stock, shares outstanding (in shares)	35,042,826	35,042,826

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Operating Activities:
Net income	$ 130,909	$ 79,689
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	133,464	135,461
Amortization of customer incentives	12,581	8,183
Amortization and write-off of debt issuance costs	3,237	5,196
Share-based compensation expense	16,292	16,720
Deferred taxes	32,400	22,705
Excess tax benefit from share-based compensation	(8,067)	(13,753)
Tax receivable agreements non-cash items	10,252	13,733
Other	382	0
Change in operating assets and liabilities:
Accounts receivable and related party receivable	(41,879)	30,348
Net settlement assets and obligations	(31,082)	41,380
Customer incentives	(23,343)	(13,342)
Prepaid and other assets	(1,695)	(2,163)
Accounts payable and accrued expenses	17,867	24,043
Payable to related party	(1,304)	595
Other liabilities	(1,528)	3,582
Net cash provided by operating activities	248,486	352,377
Investing Activities:
Purchases of property and equipment	(62,883)	(42,013)
Acquisition of customer portfolios and related assets and other	(883)	(37,154)
Purchase of derivative instruments	(21,523)	0
Net cash used in investing activities	(85,289)	(79,167)
Financing Activities:
Borrowings on revolving credit facility	855,000	0
Repayment of revolving credit facility	(855,000)	0
Repayment of debt and capital lease obligations	(69,521)	(262,946)
Proceeds from issuance of Class A common stock under employee stock plans	8,538	9,628
Repurchase of Class A common stock (to satisfy tax withholding obligations)	(5,784)	(15,867)
Settlement of certain tax receivable agreements	(41,163)	0
Payments under tax receivable agreements	(53,474)	(22,805)
Excess tax benefit from share-based compensation	8,067	13,753
Distributions to non-controlling interests	(4,220)	(3,132)
Other	(12)	0
Decrease in cash overdraft	0	(2,627)
Net cash used in financing activities	(157,569)	(283,996)
Net increase (decrease) in cash and cash equivalents	5,628	(10,786)
Cash and cash equivalents—Beginning of period	197,096	411,568
Cash and cash equivalents—End of period	202,724	400,782
Cash Payments:
Interest	50,814	48,502
Taxes	$ 13,443	$ 5,054

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Treasury Stock	Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive (Loss) Income	Non-Controlling Interests	Class A Common Stock	Class A Common Stock Common Stock	Class B Common Stock	Class B Common Stock Common Stock
Balance at Dec. 31, 2014	$ 1,300,586	$ (50,931)	$ 629,353	$ 328,358	$ (3,768)	$ 397,573		$ 1		$ 0
Beginning balance (in shares) at Dec. 31, 2014		2,174,000						145,455,000		43,043,000
Increase (Decrease) in Stockholders' Equity
Net income	79,689			55,525		24,164
Issuance of Class A common stock under employee stock plans, net of forfeitures (in shares)								1,129,000
Issuance of Class A common stock under employee stock plans, net of forfeitures	9,628		9,628
Tax benefit from employee share-based compensation	13,753		13,753
Repurchase of Class A common stock (to satisfy tax withholding obligation), value	(15,867)	$ (15,867)
Repurchase of Class A common stock (to satisfy tax withholding obligation) (in shares)		405,000						405,000
Unrealized loss on hedging activities and other, net of tax	(7,700)				(5,219)	(2,481)
Distribution to non-controlling interests	(3,132)					(3,132)
Share-based compensation	16,720		12,912			3,808
Reallocation of non-controlling interests of Vantiv Holding due to change in ownership			2,732			(2,732)
Ending balance (in shares) at Jun. 30, 2015		2,579,000						146,179,000		43,043,000
Balance at Jun. 30, 2015	1,393,677	$ (66,798)	668,378	383,883	(8,987)	417,200		$ 1		$ 0
Balance at Mar. 31, 2015					(8,763)
Increase (Decrease) in Stockholders' Equity
Net income	52,693
Unrealized loss on hedging activities and other, net of tax	(330)				(224)	(106)
Ending balance (in shares) at Jun. 30, 2015		2,579,000						146,179,000		43,043,000
Balance at Jun. 30, 2015	1,393,677	$ (66,798)	668,378	383,883	(8,987)	417,200		$ 1		$ 0
Balance at Dec. 31, 2015	1,225,066	$ (67,458)	553,145	476,304	(9,204)	272,278		$ 1		$ 0
Beginning balance (in shares) at Dec. 31, 2015		2,593,000					155,488,326	155,488,000	35,042,826	35,043,000
Increase (Decrease) in Stockholders' Equity
Net income	130,909			99,065		31,844
Issuance of Class A common stock under employee stock plans, net of forfeitures (in shares)								1,103,000
Issuance of Class A common stock under employee stock plans, net of forfeitures	8,538		8,538
Tax benefit from employee share-based compensation	8,067		8,067
Repurchase of Class A common stock (to satisfy tax withholding obligation), value	(5,784)	$ (5,784)
Repurchase of Class A common stock (to satisfy tax withholding obligation) (in shares)		110,000						110,000
Unrealized loss on hedging activities and other, net of tax	(13,226)				(9,720)	(3,506)
Distribution to non-controlling interests	(4,220)					(4,220)
Share-based compensation	16,292		13,308			2,984
Other	(12)		(12)
Ending balance (in shares) at Jun. 30, 2016		2,703,000					156,480,777	156,481,000	35,042,826	35,043,000
Balance at Jun. 30, 2016	1,365,630	$ (73,242)	583,046	575,369	(18,924)	299,380		$ 1		$ 0
Balance at Mar. 31, 2016					(15,164)
Increase (Decrease) in Stockholders' Equity
Net income	78,461
Unrealized loss on hedging activities and other, net of tax	(5,115)				(3,760)	1,355
Ending balance (in shares) at Jun. 30, 2016		2,703,000					156,480,777	156,481,000	35,042,826	35,043,000
Balance at Jun. 30, 2016	$ 1,365,630	$ (73,242)	$ 583,046	$ 575,369	$ (18,924)	$ 299,380		$ 1		$ 0

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Vantiv, Inc., a Delaware corporation, is a holding company that conducts its operations through its majority-owned subsidiary, Vantiv Holding, LLC (“Vantiv Holding”). Vantiv, Inc. and Vantiv Holding are referred to collectively as the “Company,” “Vantiv,” “we,” “us” or “our,” unless the context requires otherwise.

The Company provides electronic payment processing services to merchants and financial institutions throughout the United States of America. The Company markets its services through diverse distribution channels, including national, regional and mid-market sales teams, third-party reseller clients and a telesales operation. The Company also has relationships with a broad range of referral partners that include merchant banks, independent software vendors (“ISVs”), value-added resellers (“VARs”), payment facilitators, independent sales organizations (“ISOs”) and trade associations, as well as arrangements with core processors.

Segments

The Company’s segments consist of the Merchant Services segment and the Financial Institution Services segment. The Company’s Chief Executive Officer (“CEO”), who is the chief operating decision maker (“CODM”), evaluates the performance and allocates resources based on the operating results of each segment. Below is a summary of each segment:

•

Merchant Services—Provides merchant acquiring and payment processing services to large national merchants, regional and small-to-mid sized businesses. Merchant services are sold to small to large businesses through diverse distribution channels. Merchant Services includes all aspects of card processing including authorization and settlement, customer service, chargeback and retrieval processing and interchange management.

•

Financial Institution Services—Provides card issuer processing, payment network processing, fraud protection, card production, prepaid program management, automated teller machine (“ATM”) driving and network gateway and switching services that utilize the Company’s proprietary Jeanie debit payment network to a diverse set of financial institutions, including regional banks, community banks, credit unions and regional personal identification number (“PIN”) networks. Financial Institution Services also provides statement production, collections and inbound/outbound call centers for credit transactions, and other services such as credit card portfolio analytics, program strategy and support, fraud and security management and chargeback and dispute services.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements include those of Vantiv, Inc. and all subsidiaries thereof, including its majority-owned subsidiary, Vantiv Holding, LLC. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and should be read in connection with the Company’s 2015 audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. The accompanying consolidated financial statements are unaudited; however, in the opinion of management they include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. All intercompany balances and transactions have been eliminated.

As of June 30, 2016, Vantiv, Inc. and Fifth Third Bank (“Fifth Third”) owned interests in Vantiv Holding of 81.70% and 18.30%, respectively (see Note 5 - Controlling and Non-controlling Interests for changes in non-controlling interests).

The Company accounts for non-controlling interests in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation. Non-controlling interests primarily represent Fifth Third’s minority share of net income or loss of and equity in Vantiv Holding. Net income attributable to non-controlling interests does not include expenses incurred directly by Vantiv, Inc., including income tax expense attributable to Vantiv, Inc. All of the Company’s non-controlling interests are presented after Vantiv Holding income tax expense in the accompanying consolidated statements of income as “Net income attributable to non-controlling interests.” Non-controlling interests are presented as a component of equity in the accompanying consolidated statements of financial position.

Share Repurchase Program

In February 2014, our board of directors authorized a program to repurchase up to $300 million of our Class A common stock. We have approximately $75 million of share repurchase authority remaining as of June 30, 2016 under this authorization. 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 the Company may discontinue purchases at any time that management determines additional purchases are not warranted.

Sponsorship

In order to provide electronic payment processing services, Visa, MasterCard and other payment networks require sponsorship of non-financial institutions by a member clearing bank. In June 2009, the Company entered into a 10-year agreement with Fifth Third (the “Sponsoring Member”), to provide sponsorship services to the Company. The Company also has agreements with certain other banks that provide sponsorship into the card networks.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Revenue Recognition

The Company has contractual agreements with its clients that set forth the general terms and conditions of the relationship including line item pricing, payment terms and contract duration. Revenues are recognized as earned (i.e., for transaction based fees, when the underlying transaction is processed) in conjunction with ASC 605, Revenue Recognition. ASC 605, Revenue Recognition, establishes guidance as to when revenue is realized or realizable and earned by using the following criteria: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price is fixed or determinable; and (4) collectibility is reasonably assured.

The Company follows guidance provided in ASC 605-45, Principal Agent Considerations, which states that the determination of whether a company should recognize revenue based on the gross amount billed to a customer or the net amount retained is a matter of judgment that depends on the facts and circumstances of the arrangement and that certain factors should be considered in the evaluation. The Company recognizes processing revenues net of interchange fees, which are assessed to the Company’s merchant customers on all processed transactions. Interchange rates are not controlled by the Company, which effectively acts as a clearing house collecting and remitting interchange fee settlement on behalf of issuing banks, debit networks, credit card associations and its processing customers. All other revenue is reported on a gross basis, as the Company contracts directly with the end customer, assumes the risk of loss and has pricing flexibility.

The Company generates revenue primarily by processing electronic payment transactions. Set forth below is a description of the Company’s revenue by segment.

Merchant Services

The Company’s Merchant Services segment revenue is 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. 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 the Company and are reimbursable as the costs are passed through to and paid by the Company’s clients. These items primarily consist of Visa, MasterCard and other payment network fees. In addition, for sales through ISOs and certain other referral sources in which the Company is the primary party to the contract with the merchant, the Company records the full amount of the fees collected from the merchant as revenue. Merchant Services segment revenue also includes revenue from ancillary services such as fraud management, equipment sales and terminal rent. Merchant Services revenue is recognized as services are performed.

Financial Institution Services

The Company’s Financial Institution Services segment revenue is 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 the Company’s Jeanie network. Financial Institution Services revenue related to card transaction processing is recognized when consumers use their client-issued cards to make purchases. Financial Institution Services also generates revenue through other services, including statement production, collections and inbound/outbound call centers for credit transactions and other services such as credit card portfolio analytics, program strategy and support, fraud and security management and chargeback and dispute services. Financial Institution Services revenue is recognized as services are performed.

Financial Institution Services provides certain services to Fifth Third. Revenues related to these services are included in the accompanying statements of income as related party revenues.

Expenses

Set forth below is a brief description of the components of the Company’s expenses:


•	Network fees and other costs primarily consist of pass through expenses incurred by the Company in connection with providing processing services to its clients, including Visa and MasterCard network association fees, payment network fees, third party processing fees, telecommunication charges, postage and card production costs.


•	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 ISOs and 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 the Company’s 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.


•	Non-operating expenses during the three months and six months ended June 30, 2016 and 2015 primarily relate to the change in fair value of a tax receivable agreement (“TRA”) (see Note 7 - Fair Value Measurements).

Share-Based Compensation

The Company expenses employee share-based payments under ASC 718, Compensation—Stock Compensation, which requires compensation cost for the grant-date fair value of share-based payments to be recognized over the requisite service period. The Company estimates the grant date fair value of the share-based awards issued in the form of options using the Black-Scholes option pricing model. The fair value of restricted stock awards and performance awards is measured based on the market price of the Company’s stock on the grant date. For the six months ended June 30, 2016 and 2015 total share-based compensation expense was $16.3 million and $16.7 million, respectively.

In 2016 the Company began offering an Employee Stock Purchase Plan (“ESPP”). The ESPP has 2.5 million shares of common stock reserved for issuance. Full-time and benefits-eligible part-time employees who have completed at least one year of service are eligible to participate. Temporary, seasonal and employees subject to Section 16 reporting are excluded. Shares may be purchased at 85% of the market value at the end of the offering period through accumulation of payroll deductions. The ESPP provides for six month offerings commencing on January 1 and July 1 of each year with purchases on June 30 and December 31 of each year. The expense related to the ESPP’s 15% discount is included in total share based compensation expense above.

Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to Vantiv, Inc. by the weighted average shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Vantiv, Inc., adjusted as necessary for the impact of potentially dilutive securities, by the weighted-average shares outstanding during the period and the impact of securities that would have a dilutive effect on earnings per share. See Note 8 - Net Income Per Share for further discussion.

Dividend Restrictions

The Company does not intend to pay cash dividends on its Class A common stock in the foreseeable future. Vantiv, Inc. is a holding company that does not conduct any business operations of its own. As a result, Vantiv, Inc.’s ability to pay cash dividends on its common stock, if any, is dependent upon cash dividends and distributions and other transfers from Vantiv Holding. The amounts available to Vantiv, Inc. to pay cash dividends are subject to the covenants and distribution restrictions in its subsidiaries’ loan agreements. As a result of the restrictions on distributions from Vantiv Holding and its subsidiaries, essentially all of the Company’s consolidated net assets are held at the subsidiary level and are restricted as of June 30, 2016.

Income Taxes

Vantiv, Inc. is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level.

Income taxes are computed in accordance with ASC 740, Income Taxes, and reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made. As of June 30, 2016 and December 31, 2015, the Company had recorded no valuation allowances against deferred tax assets.

The Company’s consolidated interim effective tax rate is based upon expected annual income from operations, statutory tax rates and tax laws in the various jurisdictions in which the Company operates. Significant or unusual items, including adjustments to accruals for tax uncertainties, are recognized in the quarter in which the related event occurs.

The Company’s effective tax rates were 32.2% and 31.5% respectively, for the six months ended June 30, 2016 and 2015. The effective tax rate for each period reflects the impact of the Company’s non-controlling interests not being taxed at the statutory corporate tax rates. As our non-controlling interest declines to the point Vantiv Holding is a wholly-owned subsidiary, we expect our effective rate to increase to approximately 36.0%.

Cash and Cash Equivalents

Cash on hand and investments with original maturities of three months or less (that are readily convertible to cash) are considered to be cash equivalents. Cash equivalents consist primarily of overnight EuroDollar sweep accounts which are maintained at reputable financial institutions with high credit quality and therefore are considered to bear minimal credit risk.

Accounts Receivable—net

Accounts receivable primarily represent processing revenues earned but not collected. For a majority of its customers, the Company has the authority to debit the client’s bank accounts through the Federal Reserve’s Automated Clearing House; as such, collectibility is reasonably assured. The Company records a reserve for doubtful accounts when it is probable that the accounts receivable will not be collected. The Company reviews historical loss experience and the financial position of its customers when estimating the allowance. As of June 30, 2016 and December 31, 2015, the allowance for doubtful accounts was not material to the Company’s statements of financial position.

Customer Incentives

Customer incentives represent signing bonuses paid to customers. Customer incentives are paid in connection with the acquisition or renewal of customer contracts, and are therefore deferred and amortized using the straight-line method based on the contractual agreement. Related amortization is recorded as contra-revenue.

Property, Equipment and Software—net

Property, equipment and software consists of the Company’s facilities, furniture and equipment, software, land and leasehold improvements. These assets are depreciated on a straight-line basis over their respective useful lives, which are 15 to 40 years for the Company’s facilities and related improvements, 2 to 10 years for furniture and equipment, 3 to 8 years for software and 3 to 10 years for leasehold improvements or the lesser of the estimated useful life of the improvement or the term of lease. Also included in property, equipment and software is work in progress consisting of costs associated with software developed for internal use which has not yet been placed in service. Accumulated depreciation as of June 30, 2016 and December 31, 2015 was $274.4 million and $240.3 million, respectively.

The Company capitalizes certain costs related to computer software developed for internal use and amortizes such costs on a straight-line basis over an estimated useful life of 5 to 8 years. Research and development costs incurred prior to establishing technological feasibility are charged to operations as such costs are incurred. Once technological feasibility has been established, costs are capitalized until the software is placed in service.

Goodwill and Intangible Assets

In accordance with ASC 350, Intangibles—Goodwill and Other, the Company tests goodwill for impairment for each reporting unit on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit is below its carrying value. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that fair value of the goodwill within the reporting unit is less than its carrying value. The Company performed its most recent annual goodwill impairment test for all reporting units as of July 31, 2015 using market data and discounted cash flow analyses. Based on this analysis, it was determined that the fair value of all reporting units were substantially in excess of the carrying value. There have been no other events or changes in circumstances subsequent to the testing date that would indicate impairment of these reporting units as of June 30, 2016.

Intangible assets consist of acquired customer relationships, trade names and customer portfolios and related assets that are amortized over their estimated useful lives. The Company reviews finite lived intangible assets for possible impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. As of June 30, 2016, there have been no such events or circumstances that would indicate potential impairment of finite lived intangible assets.

Settlement Assets and Obligations

Settlement assets and obligations result from Financial Institution Services when funds are transferred from or received by the Company prior to receiving or paying funds to a different entity. This timing difference results in a settlement asset or obligation. The amounts are generally collected or paid the following business day.

The settlement assets and obligations recorded by Merchant Services represent intermediary balances due to differences between the amount the Sponsoring Member receives from the card associations and the amount funded to the merchants. Such differences arise from timing differences, interchange expenses, merchant reserves and exception items. In addition, certain card associations limit the Company from accessing or controlling merchant settlement funds and, instead, require that these funds be controlled by the Sponsoring Member. The Company follows a net settlement process whereby, if the settlement received from the card associations precedes the funding obligation to the merchant, the Company temporarily records a corresponding liability. Conversely, if the funding obligation to the merchant precedes the settlement from the card associations, the amount of the net receivable position is recorded by the Company, or in some cases, the Sponsoring Member may cover the position with its own funds in which case a receivable position is not recorded by the Company.

Derivatives

The Company accounts for derivatives in accordance with ASC 815, Derivatives and Hedging. This guidance establishes accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. All derivatives, whether designated in hedging relationships or not, are required to be recorded on the statement of financial position at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item will be recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portion of the change in the fair value of the derivative will be recorded in accumulated other comprehensive income (loss) (“AOCI”) and will be recognized in the statement of income when the hedged item affects earnings. The Company does not enter into derivative financial instruments for speculative purposes.

Tax Receivable Agreements

As of June 30, 2016, the Company is party to several TRAs in which the Company agrees to make payments to various parties of 85% of the federal, state, local and foreign income tax benefits realized by the Company as a result of certain tax deductions. Payments under the TRAs will be based on the tax reporting positions of the Company and are only required to the extent the Company realizes cash savings as a result of the underlying tax attributes. The cash savings realized by the Company are computed by comparing the actual income tax liability of the Company to the amount of such taxes the Company would have been required to pay had there been no deductions related to the tax attributes discussed below. The Company will retain the benefit of the remaining 15% of the cash savings associated with the TRAs. The Company has entered into the following three TRAs:


•	TRAs with investors prior to the Company’s initial public offering (“IPO”) for its use of NPC Group, Inc. net operating losses (“NOLs”) and other tax attributes existing at the IPO date (the “NPC TRA”), all of which is currently held by Fifth Third.


•	A TRA with Fifth Third (the “Fifth Third TRA”) in which the Company realizes tax deductions as a result of the increases in tax basis from the purchase of Vantiv Holding units or from the exchange of Vantiv Holding units for cash or shares of Class A common stock, as well as the tax benefits attributable to payments made under such TRAs.


•	A TRA with Mercury Payment Systems, LLC (“Mercury”) shareholders (the “Mercury TRA”) as part of the acquisition of Mercury as a result of the increase in tax basis of the assets of Mercury resulting from the acquisition and the use of the net operating losses and other tax attributes of Mercury that were acquired as part of the acquisition.

Obligations recorded pursuant to the TRAs are based on estimates of future taxable income and future tax rates. On an annual basis, the Company evaluates the assumptions underlying the TRA obligations.

During 2015, the Company entered into a Repurchase Addendum to Tax Receivable Agreement (the “Mercury TRA Addendum”) with each of the pre-acquisition owners of Mercury ("Mercury TRA Holders"). The Mercury TRA Addendum contains the following provisions to acquire a significant portion of the Mercury TRA:

•

Beginning December 1st of each of 2015, 2016, 2017, and 2018, and ending June 30th of 2016, 2017, 2018, and 2019, respectively, the Company is granted call options (collectively, the "Call Options") pursuant to which certain additional obligations of the Company under the Mercury TRA would be terminated in consideration for cash payments of $41.4 million, $38.1 million, $38.0 million, and $43.0 million, respectively.

•

In the unlikely event the Company does not exercise the relevant Call Option, the Mercury TRA Holders are granted put options beginning July 10th and ending July 25th of each of 2016, 2017, 2018, and 2019, respectively (collectively, the "Put Options"), pursuant to which certain additional obligations of the Company would be terminated in consideration for cash payments with similar amounts to the Call Options.


•	In June 2016, the Company exercised the December 2015 Call Option and made a payment to the Mercury TRA Holders.

Except to the extent the Company’s obligations under the Mercury TRA have been terminated and settled in full in accordance with the terms of the Mercury TRA Addendum, the Mercury TRA will remain in effect, and the parties thereto will continue to have all rights and obligations thereunder.

All TRA obligations are recorded based on the full and undiscounted amount of the expected future payments, except for the Mercury TRA which represents contingent consideration relating to an acquired business, and is recorded at fair value for financial reporting purposes (see Note 7 - Fair Value Measurements).

The timing and/or amount of aggregate payments due under the TRAs may vary based on a number of factors, including the amount and timing of the taxable income the Company generates in the future and the tax rate then applicable, the use of loss carryovers and amortizable basis. Payments under the TRAs, if necessary, are required to be made no later than January 5^th of the second year immediately following the taxable year in which the obligation occurred. The Company made payments under the TRA obligations of approximately $53.5 million and $22.8 million in January 2016 and January 2015, respectively. The term of the TRAs will continue until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA for an amount based on the agreed payments remaining to be made under the agreement. See Note 11 - Subsequent Events for discussion of the tax receivable purchase addendum with Fifth Third executed on July 27, 2016.

New Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, Compensation- Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The update simplifies several aspects of the accounting for share-based payment award transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The update is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted in any interim or annual period. The Company is currently evaluating the impact of the adoption of this update on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU amends the existing guidance by recognizing all leases, including operating leases, with a term longer than 12 months on the balance sheet and disclosing key information about the lease arrangements. The effective date of this update is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The update requires modified retrospective transition, which requires application of the ASU at the beginning of the earliest comparative period presented in the year of adoption. The Company is currently evaluating the impact of the adoption of this principle on the Company’s consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The update simplifies the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in the balance sheet. The update is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. As of December 31, 2015, the Company elected to early adopt this ASU on a prospective basis and therefore, prior years were not retrospectively adjusted.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This standard was clarified in August 2015 with the issuance of ASU 2015-15. The update requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Amortization of the costs will continue to be reported as interest expense. These updates require retrospective application and represent a change in accounting principle. The change in accounting principle, resulting from the Company’s adoption of this ASU in December 2015, has been implemented and the results are not material to the Company’s consolidated statement of financial position.

In May 2014, the FASB issued ASU 2014-09, "Revenue From Contracts With Customers." The ASU supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The new standard provides a five-step analysis of transactions to determine when and how revenue is recognized, based upon the core principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires additional disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard, as amended, is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The amendment allows companies to use either a full retrospective or a modified retrospective approach to adopt this ASU. The Company is currently evaluating which transition approach to use and assessing the impact of the adoption of this principle on the Company’s consolidated financial statements.

INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

INTANGIBLE ASSETS

As of June 30, 2016 and December 31, 2015, the Company’s finite lived intangible assets consisted of the following (in thousands):



	June 30, 2016		December 31, 2015
Customer relationship intangible assets	$	1,596,581	$	1,596,581
Trade name	21,733		21,733
Customer portfolios and related assets	129,965		129,734
Patents	568		366
	1,748,847		1,748,414
Less accumulated amortization on:
Customer relationship intangible assets	902,191		821,580
Trade name	19,035		14,350
Customer portfolios and related assets	63,440		49,418
	984,666		885,348
Intangible assets, net	$	764,181	$	863,066

Amortization expense on intangible assets for the three months ended June 30, 2016 and 2015 was $49.4 million and $49.6 million, respectively. Amortization expense on intangible assets for the six months ended June 30, 2016 and 2015 was $99.3 million and $98.8 million, respectively.

The estimated amortization expense of intangible assets for the remainder of 2016 and the next five years is as follows (in thousands):



Six months ending December 31, 2016	$	93,156
2017	172,052
2018	161,911
2019	153,537
2020	81,490
2021	36,595

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

LONG-TERM DEBT

6 Months Ended

Jun. 30, 2016

Debt Disclosure [Abstract]

LONG-TERM DEBT

As of June 30, 2016 and December 31, 2015, the Company’s long-term debt consisted of the following (in thousands):



	June 30, 2016			December 31, 2015
Term A loan, maturing on June 13, 2019⁽¹⁾	$	1,845,000		$	1,896,250
Term B loan, maturing on June 13, 2021⁽²⁾	1,165,000			1,179,000
Leasehold mortgage, expiring on August 10, 2021⁽³⁾	10,131			10,131
Less: Current portion of note payable and current portion of note payable to related party	(109,501		)	(116,501		)
Less: Original issue discount	(5,370		)	(6,024		)
Less: Debt issuance costs	(16,635		)	(19,218		)
Note payable and note payable to related party	$	2,888,625		$	2,943,638

⁽¹⁾

Interest at a variable base rate (LIBOR) plus a spread rate (175 basis points) (total rate of 2.19% at June 30, 2016) and amortizing on a basis of 1.25% per quarter during each of the first twelve quarters (September 2014 through June 2017), 1.875% per quarter during the next four quarters (September 2017 through June 2018) and 2.50% during the next three quarters (September 2018 through March 2019) with a balloon payment due at maturity.


⁽²⁾	Interest at a variable base rate (LIBOR) with a floor of 75 basis points plus a spread rate (275 basis points) (total rate of 3.50% at June 30, 2016) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.


⁽³⁾	Interest payable monthly at a fixed rate of 6.22%.

As of June 30, 2016, in addition to the term A loan and term B loan listed in the table above, the Company has access to a $425 million revolving credit facility under our existing amended and restated loan agreement ("Amended Loan Agreement") entered into in June 2014. The revolving credit facility matures in June 2019 and includes a $100 million swing line facility and a $40 million letter of credit facility. The commitment fee rate for the unused portion of the revolving credit facility is 0.375% per year. During the three months ended June 30, 2016 the Company periodically borrowed under its revolving credit facility and repaid the amounts prior to quarter end. There were no outstanding borrowings on the revolving credit facility at June 30, 2016 and December 31, 2015.

As of June 30, 2016 and December 31, 2015, Fifth Third held $186.3 million and $191.5 million, respectively, of the term A loans, which were presented as note payable to related party on the Company’s consolidated statements of financial position.

On January 6, 2015, the Company made an early principal payment of $200 million on the term B loan. The Company expensed approximately $1.8 million in non-operating expenses related to the write-off of deferred financing fees and OID in connection with the early principal payment.

Guarantees and Security

The Company’s debt obligations at June 30, 2016 are unconditional and are guaranteed by Vantiv Holding and certain of Vantiv Holding’s existing and subsequently acquired or organized domestic subsidiaries. The refinanced debt and related guarantees are secured on a first-priority basis (subject to liens permitted under the Amended Loan Agreement) by substantially all the capital stock (subject to a 65% limitation on pledges of capital stock of foreign subsidiaries and domestic holding companies of foreign subsidiaries) and personal property of Vantiv Holding and any obligors as well as any real property in excess of $10 million in the aggregate held by Vantiv Holding or any obligors (other than Vantiv Holding), subject to certain exceptions.

Covenants

There are certain financial and non-financial covenants contained in the Amended Loan Agreement for the refinanced debt, which are tested on a quarterly basis. The financial covenants require maintenance of certain leverage and interest coverage ratios. At June 30, 2016, the Company was in compliance with these financial covenants.

DERIVATIVES AND HEDGING ACTIVITIES

6 Months Ended

Jun. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVES AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

The Company enters into derivative financial instruments to manage differences in the amount, timing and duration of its known or expected cash payments related to its variable-rate debt. As of December 31, 2015, the Company’s derivative instruments consisted of interest rate swaps, which hedged the variable rate debt by converting floating-rate payments to fixed-rate payments. In addition to the interest rate swaps, in March the Company entered into interest rate cap agreements in exchange for an upfront premium of $21.5 million. These interest rate cap agreements cap a portion of the Company’s variable rate debt if interest rates rise above the strike rate on the contract. As of June 30, 2016 the interest rate cap agreements had a fair value of $10.5 million, classified within other current and non-current assets on the Company’s consolidated statements of financial position. The interest rate swaps and caps (collectively “interest rate contracts”) are designated as cash flow hedges for accounting purposes.

Accounting for Derivative Instruments

The Company recognizes derivatives in other current and non-current assets or liabilities in the accompanying consolidated statements of financial position at their fair values. Refer to Note 7 - Fair Value Measurements for a detailed discussion of the fair value of its derivatives. The Company designates its interest rate contracts as cash flow hedges of forecasted interest rate payments related to its variable-rate debt.

The Company formally documents all relationships between hedging instruments and underlying hedged transactions, as well as its risk management objective and strategy for undertaking hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to forecasted transactions. A formal assessment of hedge effectiveness is performed both at inception of the hedge and on an ongoing basis to determine whether the hedge is highly effective in offsetting changes in cash flows of the underlying hedged item. Hedge effectiveness is assessed using a regression analysis. If it is determined that a derivative ceases to be highly effective during the term of the hedge, the Company will discontinue hedge accounting for such derivative.

The Company’s interest rate contracts qualify for hedge accounting under ASC 815, Derivatives and Hedging. Therefore, the effective portion of changes in fair value were recorded in AOCI and will be reclassified into earnings in the same period during which the hedged transactions affected earnings.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company uses a combination of interest rate swaps and caps as part of its interest rate risk management strategy. As of June 30, 2016, the Company had a total of 10 outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk. Of the 10 outstanding interest rate swaps, 4 of them cover an exposure period from June 2016 through June 2017 and have a combined notional balance of $1.1 billion. The remaining 6 interest rate swaps cover an exposure period from January 2016 through January 2019 and have a combined notional balance of $500 million. Fifth Third is the counterparty to 4 of the 10 outstanding interest rate swaps with notional balances ranging from $262.5 million to $250.0 million. Additionally, as of June 30, 2016, the Company had a total of 6 interest rate cap agreements with a combined notional balance of $1.0 billion, cap strike rate of 0.75%, covering an exposure period from January 2017 to January 2020.

The Company does not offset derivative positions in the accompanying consolidated financial statements. The table below presents the fair value of the Company’s derivative financial instruments designated as cash flow hedges included within the accompanying consolidated statements of financial position (in thousands):



	Consolidated Statement of Financial Position Location	June 30, 2016		December 31, 2015
Interest rate contracts	Other current assets	$	186	$	—
Interest rate contracts	Other long-term assets	10,330		—
Interest rate contracts	Other current liabilities	16,260		9,343
Interest rate contracts	Other long-term liabilities	11,085		9,885

Any ineffectiveness associated with such derivative instruments will be recorded immediately as interest expense in the accompanying consolidated statements of income. As of June 30, 2016, the Company estimates that $18.0 million will be reclassified from accumulated other comprehensive income as an increase to interest expense during the next 12 months.

The table below presents the pre-tax effect of the Company’s interest rate contracts on the accompanying consolidated statements of comprehensive income for the three and six months ended June 30, 2016 and 2015 (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Derivatives in cash flow hedging relationships:
Amount of (loss) recognized in OCI (effective portion) ⁽¹⁾	$	(10,117	)	$	(1,717	)	$	(24,211	)	$	(13,152	)
Amount of (loss) reclassified from accumulated OCI into earnings (effective portion)	(2,711		)	(1,252		)	(5,087		)	(2,293		)
Amount of gain recognized in earnings ⁽²⁾	—			1			—			—


⁽¹⁾	“OCI” represents other comprehensive income.


⁽²⁾	Amount represents hedge ineffectiveness and is recorded as a component of interest expense-net in the accompanying consolidated statement of income.

Credit Risk Related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

As of June 30, 2016, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $28.6 million. As of June 30, 2016, the Company had not posted any collateral related to these agreements. If the Company had breached any of these provisions at June 30, 2016, it could have been required to settle its obligations under the agreements at their termination value of $28.6 million.

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

+ References

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+ Details

CONTROLLING AND NON-CONTROLLING INTERESTS

6 Months Ended

Jun. 30, 2016

Noncontrolling Interest [Abstract]

CONTROLLING AND NON-CONTROLLING INTERESTS

The Company has various non-controlling interests that are accounted for in accordance with ASC 810, Consolidation (“ASC 810”). As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, Vantiv, Inc. owns a controlling interest in Vantiv Holding, and therefore consolidates the financial results of Vantiv Holding and its subsidiaries and records non-controlling interest for the economic interests in Vantiv Holding held by Fifth Third. The Exchange Agreement entered into prior to the IPO provides for a 1 to 1 ratio between the units of Vantiv Holding and the common stock of Vantiv, Inc.

In May 2014, the Company entered into a joint venture with a bank partner which provides customers a comprehensive suite of payment solutions. Vantiv Holding owns 51% and the bank partner owns 49% of the joint venture. The joint venture is consolidated by the Company in accordance with ASC 810, with the associated non-controlling interest included in “Net income attributable to non-controlling interests” in the consolidated statements of income.

As of June 30, 2016, Vantiv, Inc.’s interest in Vantiv Holding was 81.70%. Changes in units and related ownership interest in Vantiv Holding are summarized as follows:



	Vantiv, Inc.		Fifth Third		Total
As of December 31, 2015	155,488,326		35,042,826		190,531,152
% of ownership	81.61	%	18.39	%
Equity plan activity ⁽¹⁾	992,451		—		992,451
As of June 30, 2016	156,480,777		35,042,826		191,523,603
% of ownership	81.70	%	18.30	%


⁽¹⁾	Includes stock issued under the equity plans net of Class A common stock withheld to satisfy employee tax withholding obligations upon vesting and forfeitures of restricted Class A common stock awards.

As a result of changes in ownership interests in Vantiv Holding, periodic adjustments are made in order to reflect the portion of net assets of Vantiv Holding attributable to non-controlling unit holders based on changes in the proportionate ownership interests in Vantiv Holding during a period.

The table below provides a reconciliation of net income attributable to non-controlling interests based on relative ownership interests as discussed above (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Net income	$	78,461	$	52,693	$	130,909	$	79,689
Items not allocable to non-controlling interests:
Vantiv, Inc. expenses ⁽¹⁾	21,253		12,587		34,391		20,397
Vantiv Holding net income	$	99,714	$	65,280	$	165,300	$	100,086
Net income attributable to non-controlling interests of Fifth Third ⁽²⁾	$	18,053	$	14,468	$	29,927	$	22,371
Net income attributable to joint venture non-controlling interest ⁽³⁾	1,081		1,689		1,917		1,793
Total net income attributable to non-controlling interests	$	19,134	$	16,157	$	31,844	$	24,164

⁽¹⁾ Primarily represents income tax expense related to Vantiv, Inc.

⁽²⁾ Net income attributable to non-controlling interests of Fifth Third reflects the allocation of Vantiv Holding’s net income based on the proportionate ownership interests in Vantiv Holding held by the non-controlling unit holders. The net income attributable to non-controlling unit holders reflects the changes in ownership interests summarized in the table above.


⁽³⁾	Reflects net income attributable to the non-controlling interest of the joint venture.

At June 30, 2016, Fifth Third holds the rights, under a warrant, to purchase 7.8 million Class C Non-Voting Units of Vantiv Holding at an exercise price of $15.98 per unit. The warrant is currently exercisable, in whole or in part, and from time to time. The warrant expires upon the earliest to occur of June 30, 2029 or a change of control where the price paid per unit in such change of control minus the exercise price of the warrant is less than zero. The warrant is recorded as a component of the non-controlling interest on the accompanying statements of financial position.

COMMITMENTS, CONTINGENCIES AND GUARANTEES	6 Months Ended
COMMITMENTS, CONTINGENCIES AND GUARANTEES	Jun. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS, CONTINGENCIES AND GUARANTEES	COMMITMENTS, CONTINGENCIES AND GUARANTEES Legal Reserve From time to time, the Company is involved in various litigation matters arising in the ordinary course of its 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 effect upon the Company’s consolidated financial statements.

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2016

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the hierarchy prescribed in ASC 820, Fair Value Measurement, based upon the available inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels in the hierarchy are as follows:


•	Level 1 Inputs—Quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.


•	Level 2 Inputs—Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including but not limited to quoted prices in markets that are not active, quoted prices in active markets for similar assets or liabilities and observable inputs other than quoted prices such as interest rates or yield curves.


•	Level 3 Inputs—Unobservable inputs reflecting the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk.

The following table summarizes assets and liabilities measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015 (in thousands):



	June 30, 2016						December 31, 2015
	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets:
Interest rate contracts	$	—	$	10,516	$	—	$	—	$	—	$	—
Liabilities:
Interest rate contracts	$	—	$	27,345	$	—	$	—	$	19,228	$	—
Mercury TRA	—		—		138,054		—		—		191,207

Interest Rate Contracts

The Company uses interest rate contracts to manage interest rate risk. The fair value of interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. The fair value of the interest rate caps is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected future cash flows of each interest rate cap. This analysis reflects the contractual terms of the interest rate caps, including the period to maturity, and uses observable market inputs including interest rate curves and implied volatilities. In addition, to comply with the provisions of ASC 820, Fair Value Measurements, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of its interest rate contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company determined that the majority of the inputs used to value its interest rate contracts fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its interest rate contracts utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of June 30, 2016 and December 31, 2015, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its interest rate contracts and determined that the credit valuation adjustment was not significant to the overall valuation of its interest rate contracts. As a result, the Company classified its interest rate contract valuations in Level 2 of the fair value hierarchy. See Note 4 - Derivatives and Hedging Activities for further discussion of the Company’s interest rate contracts.

Mercury TRA

The Mercury TRA is considered contingent consideration as it is part of the consideration payable to the former owners of Mercury. Such contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which is classified in Level 3 of the fair value hierarchy. The Mercury TRA is recorded at fair value based on estimates of discounted future cash flows associated with the estimated payments to the Mercury TRA Holders. The significant unobservable inputs used in the fair value measurement of the Mercury TRA are the discount rate, projections of taxable income and effective tax rates. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. The liability recorded is re-measured at fair value at each reporting period with the change in fair value recognized in earnings as a non-operating expense. The change in value of the Mercury TRA from December 31, 2015 to June 30, 2016 consists of the increase in fair value of $10.3 million and the decrease from payments of $63.4 million related to the Mercury TRA obligations and the exercised 2015 Call Option. The Company recorded non-operating expenses of $4.6 million and $6.7 million related to the change in fair value during the three months ended June 30, 2016 and 2015, respectively. The Company recorded non-operating expenses of $10.3 million and $13.7 million related to the change in fair value during the six months ended June 30, 2016 and 2015, respectively.

The following table summarizes carrying amounts and estimated fair values for the Company’s financial instrument liabilities that are not reported at fair value in our consolidated statements of financial position as of June 30, 2016 and December 31, 2015 (in thousands):



	June 30, 2016				December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Liabilities:
Note payable	$	2,998,126	$	3,012,464	$	3,060,139	$	3,064,989

We consider that the carrying value of cash and cash equivalents, receivables, accounts payable and accrued expenses approximates fair value (level 1) given the short-term nature of these items. The fair value of the Company’s note payable was estimated based on rates currently available to the Company for bank loans with similar terms and maturities and is classified in Level 2 of the fair value hierarchy.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

NET INCOME PER SHARE

6 Months Ended

Jun. 30, 2016

Earnings Per Share [Abstract]

NET INCOME PER SHARE

Basic net income per share is calculated by dividing net income attributable to Vantiv, Inc. by the weighted-average shares of Class A common stock outstanding during the period.

Diluted net income per share is calculated assuming that Vantiv Holding is a wholly-owned subsidiary of Vantiv, Inc., therefore eliminating the impact of Fifth Third’s non-controlling interest. Pursuant to the Exchange Agreement, the Class B units of Vantiv Holding (“Class B units”), which are held by Fifth Third and represent the non-controlling interest in Vantiv Holding, are convertible into shares of Class A common stock on a one-for-one basis. Based on this conversion feature, diluted net income per share is calculated assuming the conversion of the Class B units on an “if-converted” basis. Due to the Company’s structure as a C corporation and Vantiv Holding’s structure as a pass-through entity for tax purposes, the numerator in the calculation of diluted net income per share is adjusted accordingly to reflect the Company’s income tax expense assuming the conversion of the Fifth Third non-controlling interest into Class A common stock. The adjusted effective tax rate used in the calculation was 36.0% for 2016 and 2015, which is the effective rate we expect as our non-controlling interest declines to the point Vantiv Holding is a wholly-owned subsidiary. As of June 30, 2016 and 2015, there were approximately 35.0 million and 43.0 million Class B units outstanding, respectively.

In addition to the Class B units discussed above, potentially dilutive securities during the three and six months ended June 30, 2016 and 2015 included restricted stock awards, restricted stock units, the warrant held by Fifth Third which allows for the purchase of Class C units of Vantiv Holding, stock options, performance share awards and ESPP purchase rights, all calculated based on the treasury stock method.

The shares of Class B common stock do not share in the earnings or losses of the Company and are therefore not participating securities. Accordingly, basic and diluted net income per share of Class B common stock has not been presented.

The following table sets forth the computation of basic and diluted net income per share (in thousands, except share data):



	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Basic:
Net income attributable to Vantiv, Inc.	$	59,327	$	36,536	$	99,065	$	55,525
Shares used in computing basic net income per share:
Weighted-average Class A common shares	155,670,267		145,566,899		155,533,813		145,051,664
Basic net income per share	$	0.38	$	0.25	$	0.64	$	0.38
Diluted:
Consolidated income before applicable income taxes	$	116,902	$	77,012	$	193,176	$	116,261
Income tax expense excluding impact of non-controlling interest	42,085		27,724		69,543		41,854
Net income attributable to Vantiv, Inc.	$	74,817	$	49,288	$	123,633	$	74,407
Shares used in computing diluted net income per share:
Weighted-average Class A common shares	155,670,267		145,566,899		155,533,813		145,051,664
Weighted-average Class B units of Vantiv Holding	35,042,826		43,042,826		35,042,826		43,042,826
Warrant	5,488,673		12,171,352		5,367,931		11,774,401
Stock options	574,050		544,331		568,143		551,003
Restricted stock awards, restricted stock units and employee stock purchase plan	482,393		506,059		505,305		856,272
Diluted weighted-average shares outstanding	197,258,209		201,831,467		197,018,018		201,276,166
Diluted net income per share	$	0.38	$	0.24	$	0.63	$	0.37

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

6 Months Ended

Jun. 30, 2016

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The activity of the components of accumulated other comprehensive income (loss) related to cash flow hedging and other activities for the three and six months ended June 30, 2016 and 2015 is presented below (in thousands):



				Total Other Comprehensive Income (Loss)
	AOCI Beginning Balance			Pretax Activity			Tax Effect			Net Activity			Attributable to non-controlling interests			Attributable to Vantiv, Inc.			AOCI Ending Balance
Three Months Ended June 30, 2016
Net change in fair value recorded in accumulated OCI	$	(21,506	)	$	(10,117	)	$	3,128		$	(6,989	)	$	1,851		$	(5,138	)	$	(26,644	)
Net realized loss reclassified into earnings ^(a)	6,342			2,711			(837		)	1,874			(496		)	1,378			7,720
Net change	$	(15,164	)	$	(7,406	)	$	2,291		$	(5,115	)	$	1,355		$	(3,760	)	$	(18,924	)

Three Months Ended June 30, 2015
Net change in fair value recorded in accumulated OCI	$	(10,782	)	$	(1,717	)	$	502		$	(1,215	)	$	391		$	(824	)	$	(11,606	)
Net realized loss reclassified into earnings ^(a)	2,231			1,252			(367		)	885			(285		)	600			2,831
Other	(212		)	—			—			—			—			—			(212		)
Net change	$	(8,763	)	$	(465	)	$	135		$	(330	)	$	106		$	(224	)	$	(8,987	)

Six Months Ended June 30, 2016
Net change in fair value recorded in accumulated OCI	$	(14,336	)	$	(24,211	)	$	7,466		$	(16,745	)	$	4,437		$	(12,308	)	$	(26,644	)
Net realized loss reclassified into earnings ^(a)	5,132			5,087			(1,568		)	3,519			(931		)	2,588			7,720
Net change	$	(9,204	)	$	(19,124	)	$	5,898		$	(13,226	)	$	3,506		$	(9,720	)	$	(18,924	)

Six Months Ended June 30, 2015
Net change in fair value recorded in accumulated OCI	$	(5,288	)	$	(13,152	)	$	3,831		$	(9,321	)	$	3,003		$	(6,318	)	$	(11,606	)
Net realized loss reclassified into earnings ^(a)	1,732			2,293			(672		)	1,621			(522		)	1,099			2,831
Other	(212		)	—			—			—			—			—			(212		)
Net change	$	(3,768	)	$	(10,859	)	$	3,159		$	(7,700	)	$	2,481		$	(5,219	)	$	(8,987	)

^(a) The reclassification adjustment on cash flow hedge derivatives affected the following lines in the accompanying consolidated statements of income:



OCI Component		Affected line in the accompanying consolidated statements of income
Pretax activity⁽¹⁾		Interest expense-net
Tax effect		Income tax expense
OCI attributable to non-controlling interests		Net income attributable to non-controlling interests

⁽¹⁾ The three and six months ended June 30, 2016 and 2015 reflect amounts of losses reclassified from AOCI into earnings, representing the effective portion of the hedging relationships, and are recorded in interest expense-net.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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Reference 14: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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+ Details

SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2016

Segment Reporting [Abstract]

SEGMENT INFORMATION

Segment operating results are presented below (in thousands). The results reflect revenues and expenses directly related to each segment. The Company does not evaluate performance or allocate resources based on segment asset data, and therefore such information is not presented.

Segment profit reflects total revenue less network fees and other costs and sales and marketing costs of the segment. The Company’s CODM evaluates this metric in analyzing the results of operations for each segment.



	Three Months Ended June 30, 2016
	Merchant Services		Financial Institution Services		Total
Total revenue	$	762,593	$	128,624	$	891,217
Network fees and other costs	374,820		35,916		410,736
Sales and marketing	139,108		5,736		144,844
Segment profit	$	248,665	$	86,972	$	335,637



	Three Months Ended June 30, 2015
	Merchant Services		Financial Institution Services		Total
Total revenue	$	661,258	$	124,737	$	785,995
Network fees and other costs	324,166		38,183		362,349
Sales and marketing	116,860		6,065		122,925
Segment profit	$	220,232	$	80,489	$	300,721



	Six Months Ended June 30, 2016
	Merchant Services		Financial Institution Services		Total
Total revenue	$	1,457,173	$	252,667	$	1,709,840
Network fees and other costs	728,154		69,995		798,149
Sales and marketing	268,444		12,038		280,482
Segment profit	$	460,575	$	170,634	$	631,209



	Six Months Ended June 30, 2015
	Merchant Services		Financial Institution Services		Total
Total revenue	$	1,247,970	$	243,636	$	1,491,606
Network fees and other costs	620,196		73,299		693,495
Sales and marketing	227,035		11,945		238,980
Segment profit	$	400,739	$	158,392	$	559,131

A reconciliation of total segment profit to the Company’s income before applicable income taxes is as follows (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Total segment profit	$	335,637		$	300,721		$	631,209		$	559,131
Less: Other operating costs	(73,599		)	(76,551		)	(147,302		)	(145,290		)
Less: General and administrative	(49,120		)	(47,060		)	(93,104		)	(94,903		)
Less: Depreciation and amortization	(65,234		)	(67,659		)	(133,464		)	(135,461		)
Less: Interest expense—net	(26,118		)	(25,714		)	(53,847		)	(51,725		)
Less: Non-operating expenses	(4,664		)	(6,725		)	(10,316		)	(15,491		)
Income before applicable income taxes	$	116,902		$	77,012		$	193,176		$	116,261

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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-Publisher FASB
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+ Details

SUBSEQUENT EVENTS (Notes)

6 Months Ended

Jun. 30, 2016

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

Clearing, Settlement and Sponsorship Services Agreement, Master Services Agreement and Referral Agreement with Fifth Third Bank

On July 27, 2016, the Company entered into the following agreements with Fifth Third, which extend the existing agreements that were originally set to expire on June 30, 2019:

•

Clearing, Settlement and Sponsorship Services Agreement (the “Sponsorship Agreement”) pursuant to which Fifth Third will continue to act as the Company’s member “sponsor” to the Visa, MasterCard and other payment network associations as non-financial institutions (such as payment processors, independent sales organizations, third party service providers, merchants, non-member financial institutions) must obtain the “sponsorship” of a member bank in order to participate in such associations. Under the Sponsorship Agreement Fifth Third transfers the responsibility for all card association requirements and fees to the Company as a “sponsored participant.” Fifth Third is the primary provider of the Company’s payment network sponsorship. The Sponsorship Agreement terminates on December 31, 2024.

•

Master Services Agreement (the “Master Services Agreement”) pursuant to which the Company agreed to continue to provide Fifth Third depository institutions with various electronic fund transfer services including debit card processing and ATM terminal driving services. The Master Services Agreement is an exclusive agreement, subject to certain customary qualifications, which is coterminous with the Sponsorship Agreement and terminates on December 31, 2024.

•

Referral Agreement (the “Referral Agreement”) pursuant to which Fifth Third will continue to refer various parties exclusively to the Company, including commercial and retail merchant clients of Fifth Third depository institutions that request merchant (credit or debit card) acceptance services. In return for these referrals and the resulting processing service relationships, the Company will make ongoing incentive payments to Fifth Third. The Referral Agreement is coterminous with the Sponsorship Agreement and terminates on December 31, 2024.

Since Fifth Third is a stockholder of the Company, a special committee of the Company’s board of directors comprised of independent, disinterested directors authorized the Sponsorship Agreement, Master Services Agreement, and Referral Agreement.

Tax Receivable Purchase Addendum

On July 27, 2016, the Company entered into a purchase addendum in connection with the Company’s TRA with Fifth Third (the “Fifth Third TRA Addendum”) to terminate and settle a portion of the Company’s obligations owed to Fifth Third under the Fifth Third TRA and the NPC TRA. Under the terms of the Fifth Third TRA Addendum, the Company paid approximately $116.3 million to Fifth Third to settle approximately $330.7 million of obligations under the Fifth Third TRA, the difference of which will be recorded as an addition to paid-in capital. In addition, the Fifth Third TRA Addendum provides that the Company may be obligated to pay up to a total of approximately $170.7 million to Fifth Third to terminate and settle certain remaining obligations under the Fifth Third TRA and the NPC TRA, totaling an estimated $394.1 million, the difference of which will be recorded as an addition to paid-in capital upon the exercise of the Call Options or Put Options (as defined below). If the associated Call Options or Put Options are exercised, 10% of the obligations would be settled on each of March 31, 2017, June 30, 2017, September 30, 2017, and December 31, 2017 and 15% of the obligations would be settled on each of March 31, 2018, June 30, 2018, September 30, 2018, and December 31, 2018.

Under the terms of the Fifth Third TRA Addendum, beginning March 1, 2017, June 1, 2017, September 1, 2017, December 1, 2017, March 1, 2018, June 1, 2018, September 1, 2018 and December 1, 2018, and ending March 10, 2017, June 10, 2017, September 10, 2017, December 10, 2017, March 10, 2018, June 10, 2018, September 10, 2018 and December 10, 2018, respectively, the Company is granted call options (collectively, the “Call Options”) pursuant to which certain additional obligations of the Company under the Fifth Third TRA and the NPC TRA would be terminated and settled in consideration for cash payments of $15.1 million, $15.6 million, $16.1 million, $16.6 million, $25.6 million, $26.4 million, $27.2 million and $28.1 million, respectively.

Under the terms of the Fifth Third TRA Addendum, if the Company does not exercise the relevant Call Option, Fifth Third is granted put options beginning March 20, 2017, June 20, 2017, September 20, 2017, December 20, 2017, March 20, 2018, June 20, 2018, September 20, 2018 and December 20, 2018, and ending March 31, 2017, June 30, 2017, September 30, 2017, December 31, 2017, March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018, respectively (collectively, the “Put Options”), pursuant to which certain additional obligations of the Company would be terminated and settled in consideration for cash payments with similar amounts to the Call Options.

Except to the extent the Company’s obligations under the Fifth Third TRA and the NPC TRA have been terminated and settled in full in accordance with the terms of the Fifth Third TRA Addendum, the Fifth Third TRA and the NPC TRA will each remain in effect, and the parties thereto will continue to have all rights and obligations thereunder.

Since Fifth Third is a stockholder of the Company, a special committee of the Company’s board of directors comprised of independent, disinterested directors authorized the TRA Addendum. See Note 1 - Basis of Presentation and Summary of Significant Accounting Policies for additional information about the Fifth Third TRA and the NPC TRA.

SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2016

Accounting Policies [Abstract]

Segments

•

Principles of Consolidation

Basis of Presentation and Consolidation

Use of Estimates

Revenue Recognition

The Company generates revenue primarily by processing electronic payment transactions. Set forth below is a description of the Company’s revenue by segment.

Merchant Services

Financial Institution Services

Financial Institution Services provides certain services to Fifth Third. Revenues related to these services are included in the accompanying statements of income as related party revenues.

Expenses

Set forth below is a brief description of the components of the Company’s expenses:


•	Network fees and other costs primarily consist of pass through expenses incurred by the Company in connection with providing processing services to its clients, including Visa and MasterCard network association fees, payment network fees, third party processing fees, telecommunication charges, postage and card production costs.


•	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 ISOs and 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 the Company’s 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.


•	Non-operating expenses during the three months and six months ended June 30, 2016 and 2015 primarily relate to the change in fair value of a tax receivable agreement (“TRA”) (see Note 7 - Fair Value Measurements).

Share-Based Compensation

Earnings Per Share

Income Taxes

Vantiv, Inc. is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level.

Cash and Cash Equivalents

Accounts Receivable—net

Customer Incentives

Property and Equipment—net

Property, Equipment and Software—net

Goodwill and Intangible Assets

Settlement Assets and Obligations

Derivatives

Tax Receivable Agreements


•	TRAs with investors prior to the Company’s initial public offering (“IPO”) for its use of NPC Group, Inc. net operating losses (“NOLs”) and other tax attributes existing at the IPO date (the “NPC TRA”), all of which is currently held by Fifth Third.


•	A TRA with Fifth Third (the “Fifth Third TRA”) in which the Company realizes tax deductions as a result of the increases in tax basis from the purchase of Vantiv Holding units or from the exchange of Vantiv Holding units for cash or shares of Class A common stock, as well as the tax benefits attributable to payments made under such TRAs.


•	A TRA with Mercury Payment Systems, LLC (“Mercury”) shareholders (the “Mercury TRA”) as part of the acquisition of Mercury as a result of the increase in tax basis of the assets of Mercury resulting from the acquisition and the use of the net operating losses and other tax attributes of Mercury that were acquired as part of the acquisition.

•


•	In June 2016, the Company exercised the December 2015 Call Option and made a payment to the Mercury TRA Holders.

New Accounting Pronouncements

INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

As of June 30, 2016 and December 31, 2015, the Company’s finite lived intangible assets consisted of the following (in thousands):



	June 30, 2016		December 31, 2015
Customer relationship intangible assets	$	1,596,581	$	1,596,581
Trade name	21,733		21,733
Customer portfolios and related assets	129,965		129,734
Patents	568		366
	1,748,847		1,748,414
Less accumulated amortization on:
Customer relationship intangible assets	902,191		821,580
Trade name	19,035		14,350
Customer portfolios and related assets	63,440		49,418
	984,666		885,348
Intangible assets, net	$	764,181	$	863,066

Schedule of expected amortization expense

The estimated amortization expense of intangible assets for the remainder of 2016 and the next five years is as follows (in thousands):



Six months ending December 31, 2016	$	93,156
2017	172,052
2018	161,911
2019	153,537
2020	81,490
2021	36,595

LONG-TERM DEBT (Tables)

6 Months Ended

Jun. 30, 2016

Debt Disclosure [Abstract]

Schedule of the Company's debt

As of June 30, 2016 and December 31, 2015, the Company’s long-term debt consisted of the following (in thousands):



	June 30, 2016			December 31, 2015
Term A loan, maturing on June 13, 2019⁽¹⁾	$	1,845,000		$	1,896,250
Term B loan, maturing on June 13, 2021⁽²⁾	1,165,000			1,179,000
Leasehold mortgage, expiring on August 10, 2021⁽³⁾	10,131			10,131
Less: Current portion of note payable and current portion of note payable to related party	(109,501		)	(116,501		)
Less: Original issue discount	(5,370		)	(6,024		)
Less: Debt issuance costs	(16,635		)	(19,218		)
Note payable and note payable to related party	$	2,888,625		$	2,943,638

⁽¹⁾


⁽²⁾	Interest at a variable base rate (LIBOR) with a floor of 75 basis points plus a spread rate (275 basis points) (total rate of 3.50% at June 30, 2016) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.


⁽³⁾	Interest payable monthly at a fixed rate of 6.22%.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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+ Details

DERIVATIVES AND HEDGING ACTIVITIES (Tables)

6 Months Ended

Jun. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of fair value of derivative instruments

The table below presents the fair value of the Company’s derivative financial instruments designated as cash flow hedges included within the accompanying consolidated statements of financial position (in thousands):



	Consolidated Statement of Financial Position Location	June 30, 2016		December 31, 2015
Interest rate contracts	Other current assets	$	186	$	—
Interest rate contracts	Other long-term assets	10,330		—
Interest rate contracts	Other current liabilities	16,260		9,343
Interest rate contracts	Other long-term liabilities	11,085		9,885

Schedule of effect of the Company's interest rate swaps on the consolidated statements of income



	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Derivatives in cash flow hedging relationships:
Amount of (loss) recognized in OCI (effective portion) ⁽¹⁾	$	(10,117	)	$	(1,717	)	$	(24,211	)	$	(13,152	)
Amount of (loss) reclassified from accumulated OCI into earnings (effective portion)	(2,711		)	(1,252		)	(5,087		)	(2,293		)
Amount of gain recognized in earnings ⁽²⁾	—			1			—			—


⁽¹⁾	“OCI” represents other comprehensive income.


⁽²⁾	Amount represents hedge ineffectiveness and is recorded as a component of interest expense-net in the accompanying consolidated statement of income.

CONTROLLING AND NON-CONTROLLING INTERESTS IN VANTIV HOLDING (Tables)

6 Months Ended

Jun. 30, 2016

Noncontrolling Interest [Abstract]

Schedule of changes in units and related ownership interest

Changes in units and related ownership interest in Vantiv Holding are summarized as follows:



	Vantiv, Inc.		Fifth Third		Total
As of December 31, 2015	155,488,326		35,042,826		190,531,152
% of ownership	81.61	%	18.39	%
Equity plan activity ⁽¹⁾	992,451		—		992,451
As of June 30, 2016	156,480,777		35,042,826		191,523,603
% of ownership	81.70	%	18.30	%


⁽¹⁾	Includes stock issued under the equity plans net of Class A common stock withheld to satisfy employee tax withholding obligations upon vesting and forfeitures of restricted Class A common stock awards.

Schedule of reconciliation of net income (loss) attributable to non-controlling interest

The table below provides a reconciliation of net income attributable to non-controlling interests based on relative ownership interests as discussed above (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Net income	$	78,461	$	52,693	$	130,909	$	79,689
Items not allocable to non-controlling interests:
Vantiv, Inc. expenses ⁽¹⁾	21,253		12,587		34,391		20,397
Vantiv Holding net income	$	99,714	$	65,280	$	165,300	$	100,086
Net income attributable to non-controlling interests of Fifth Third ⁽²⁾	$	18,053	$	14,468	$	29,927	$	22,371
Net income attributable to joint venture non-controlling interest ⁽³⁾	1,081		1,689		1,917		1,793
Total net income attributable to non-controlling interests	$	19,134	$	16,157	$	31,844	$	24,164

⁽¹⁾ Primarily represents income tax expense related to Vantiv, Inc.


⁽³⁾	Reflects net income attributable to the non-controlling interest of the joint venture.

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2016

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities measured at fair value on recurring basis

The following table summarizes assets and liabilities measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015 (in thousands):



	June 30, 2016						December 31, 2015
	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets:
Interest rate contracts	$	—	$	10,516	$	—	$	—	$	—	$	—
Liabilities:
Interest rate contracts	$	—	$	27,345	$	—	$	—	$	19,228	$	—
Mercury TRA	—		—		138,054		—		—		191,207

Schedule of carrying amounts and estimated fair values for the Company's liabilities



	June 30, 2016				December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Liabilities:
Note payable	$	2,998,126	$	3,012,464	$	3,060,139	$	3,064,989

NET INCOME PER SHARE (Tables)

6 Months Ended

Jun. 30, 2016

Earnings Per Share [Abstract]

Schedule of computation of basic and diluted net income per share

The following table sets forth the computation of basic and diluted net income per share (in thousands, except share data):



	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Basic:
Net income attributable to Vantiv, Inc.	$	59,327	$	36,536	$	99,065	$	55,525
Shares used in computing basic net income per share:
Weighted-average Class A common shares	155,670,267		145,566,899		155,533,813		145,051,664
Basic net income per share	$	0.38	$	0.25	$	0.64	$	0.38
Diluted:
Consolidated income before applicable income taxes	$	116,902	$	77,012	$	193,176	$	116,261
Income tax expense excluding impact of non-controlling interest	42,085		27,724		69,543		41,854
Net income attributable to Vantiv, Inc.	$	74,817	$	49,288	$	123,633	$	74,407
Shares used in computing diluted net income per share:
Weighted-average Class A common shares	155,670,267		145,566,899		155,533,813		145,051,664
Weighted-average Class B units of Vantiv Holding	35,042,826		43,042,826		35,042,826		43,042,826
Warrant	5,488,673		12,171,352		5,367,931		11,774,401
Stock options	574,050		544,331		568,143		551,003
Restricted stock awards, restricted stock units and employee stock purchase plan	482,393		506,059		505,305		856,272
Diluted weighted-average shares outstanding	197,258,209		201,831,467		197,018,018		201,276,166
Diluted net income per share	$	0.38	$	0.24	$	0.63	$	0.37

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

6 Months Ended

Jun. 30, 2016

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of activity of the components of accumulated other comprehensive income (loss)



				Total Other Comprehensive Income (Loss)
	AOCI Beginning Balance			Pretax Activity			Tax Effect			Net Activity			Attributable to non-controlling interests			Attributable to Vantiv, Inc.			AOCI Ending Balance
Three Months Ended June 30, 2016
Net change in fair value recorded in accumulated OCI	$	(21,506	)	$	(10,117	)	$	3,128		$	(6,989	)	$	1,851		$	(5,138	)	$	(26,644	)
Net realized loss reclassified into earnings ^(a)	6,342			2,711			(837		)	1,874			(496		)	1,378			7,720
Net change	$	(15,164	)	$	(7,406	)	$	2,291		$	(5,115	)	$	1,355		$	(3,760	)	$	(18,924	)

Three Months Ended June 30, 2015
Net change in fair value recorded in accumulated OCI	$	(10,782	)	$	(1,717	)	$	502		$	(1,215	)	$	391		$	(824	)	$	(11,606	)
Net realized loss reclassified into earnings ^(a)	2,231			1,252			(367		)	885			(285		)	600			2,831
Other	(212		)	—			—			—			—			—			(212		)
Net change	$	(8,763	)	$	(465	)	$	135		$	(330	)	$	106		$	(224	)	$	(8,987	)

Six Months Ended June 30, 2016
Net change in fair value recorded in accumulated OCI	$	(14,336	)	$	(24,211	)	$	7,466		$	(16,745	)	$	4,437		$	(12,308	)	$	(26,644	)
Net realized loss reclassified into earnings ^(a)	5,132			5,087			(1,568		)	3,519			(931		)	2,588			7,720
Net change	$	(9,204	)	$	(19,124	)	$	5,898		$	(13,226	)	$	3,506		$	(9,720	)	$	(18,924	)

Six Months Ended June 30, 2015
Net change in fair value recorded in accumulated OCI	$	(5,288	)	$	(13,152	)	$	3,831		$	(9,321	)	$	3,003		$	(6,318	)	$	(11,606	)
Net realized loss reclassified into earnings ^(a)	1,732			2,293			(672		)	1,621			(522		)	1,099			2,831
Other	(212		)	—			—			—			—			—			(212		)
Net change	$	(3,768	)	$	(10,859	)	$	3,159		$	(7,700	)	$	2,481		$	(5,219	)	$	(8,987	)

^(a) The reclassification adjustment on cash flow hedge derivatives affected the following lines in the accompanying consolidated statements of income:



OCI Component		Affected line in the accompanying consolidated statements of income
Pretax activity⁽¹⁾		Interest expense-net
Tax effect		Income tax expense
OCI attributable to non-controlling interests		Net income attributable to non-controlling interests

⁽¹⁾ The three and six months ended June 30, 2016 and 2015 reflect amounts of losses reclassified from AOCI into earnings, representing the effective portion of the hedging relationships, and are recorded in interest expense-net.

SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2016

Segment Reporting [Abstract]

Schedule of results of operations for each segment



	Three Months Ended June 30, 2016
	Merchant Services		Financial Institution Services		Total
Total revenue	$	762,593	$	128,624	$	891,217
Network fees and other costs	374,820		35,916		410,736
Sales and marketing	139,108		5,736		144,844
Segment profit	$	248,665	$	86,972	$	335,637



	Three Months Ended June 30, 2015
	Merchant Services		Financial Institution Services		Total
Total revenue	$	661,258	$	124,737	$	785,995
Network fees and other costs	324,166		38,183		362,349
Sales and marketing	116,860		6,065		122,925
Segment profit	$	220,232	$	80,489	$	300,721



	Six Months Ended June 30, 2016
	Merchant Services		Financial Institution Services		Total
Total revenue	$	1,457,173	$	252,667	$	1,709,840
Network fees and other costs	728,154		69,995		798,149
Sales and marketing	268,444		12,038		280,482
Segment profit	$	460,575	$	170,634	$	631,209



	Six Months Ended June 30, 2015
	Merchant Services		Financial Institution Services		Total
Total revenue	$	1,247,970	$	243,636	$	1,491,606
Network fees and other costs	620,196		73,299		693,495
Sales and marketing	227,035		11,945		238,980
Segment profit	$	400,739	$	158,392	$	559,131

Schedule of reconciliation of total segment profit to the company's income before applicable income taxes

A reconciliation of total segment profit to the Company’s income before applicable income taxes is as follows (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Total segment profit	$	335,637		$	300,721		$	631,209		$	559,131
Less: Other operating costs	(73,599		)	(76,551		)	(147,302		)	(145,290		)
Less: General and administrative	(49,120		)	(47,060		)	(93,104		)	(94,903		)
Less: Depreciation and amortization	(65,234		)	(67,659		)	(133,464		)	(135,461		)
Less: Interest expense—net	(26,118		)	(25,714		)	(53,847		)	(51,725		)
Less: Non-operating expenses	(4,664		)	(6,725		)	(10,316		)	(15,491		)
Income before applicable income taxes	$	116,902		$	77,012		$	193,176		$	116,261

Consolidation and Sponsorship Agreement (Details)	1 Months Ended
Consolidation and Sponsorship Agreement (Details)	Jun. 30, 2009	Jun. 30, 2016	Dec. 31, 2015
Sponsorship agreement
Sponsorship agreement term	10 years
Fifth Third \| Vantiv Holding
Ownership Percentage of Vantiv Holding
Ownership percentage by Fifth Third		18.30%	18.39%
Vantiv, Inc. \| Vantiv Holding
Ownership Percentage of Vantiv Holding
Ownership percentage by Vantiv, Inc		81.70%	81.61%

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Share Repurchase Program (Details) - Class A Common Stock - February 2014 Authorized Share Repurchase Program - USD ($) $ in Millions	Jun. 30, 2016	Feb. 12, 2014
Share Repurchase Program
Stock repurchase program, authorized amount		$ 300
Stock repurchase program, remaining authorized repurchase amount	$ 75

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Share Based Compensation (Details) - USD ($) shares in Millions, $ in Millions	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Share-based Compensation
Allocated Share-based Compensation Expense	$ 16.3	$ 16.7
Employee Stock Purchase Plan
Share-based Compensation
Common stock reserved for issuance under ESPP	2.5
ESPP, service period	1 year
ESPP purchase price of common stock, percent of fair market value	85.00%
ESPP offering period	6 months
ESPP discount from fair market value on purchase date	15.00%

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Income Taxes (Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Accounting Policies [Abstract]
Valuation allowance against deferred assets	$ 0		$ 0
Effective income tax rate	32.20%	31.50%
Adjusted Effective Tax Rate	36.00%	36.00%

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Property, Equipment and Software - Net (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Property, Plant and Equipment
Accumulated depreciation	$ 274.4	$ 240.3
Building and improvements \| Minimum
Property, Plant and Equipment
Estimated useful life	15 years
Building and improvements \| Maximum
Property, Plant and Equipment
Estimated useful life	40 years
Furniture and equipment \| Minimum
Property, Plant and Equipment
Estimated useful life	2 years
Furniture and equipment \| Maximum
Property, Plant and Equipment
Estimated useful life	10 years
Software \| Minimum
Property, Plant and Equipment
Estimated useful life	3 years
Software \| Maximum
Property, Plant and Equipment
Estimated useful life	8 years
Leasehold improvements \| Minimum
Property, Plant and Equipment
Estimated useful life	3 years
Leasehold improvements \| Maximum
Property, Plant and Equipment
Estimated useful life	10 years
Software development \| Minimum
Property, Plant and Equipment
Estimated useful life	5 years
Software development \| Maximum
Property, Plant and Equipment
Estimated useful life	8 years

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Tax Receivable Agreements (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Tax receivable agreement
Tax Receivable Agreement Payments as Percentage of Cash Savings in Tax	85.00%
Tax Receivable Agreement, Cash Savings Percent	15.00%
Payments Under Tax Receivable Agreements	$ 53,474	$ 22,805
Mercury Payment Systems, LLC
Tax receivable agreement
Payments Under Tax Receivable Agreements	$ 63,400
Mercury Payment Systems, LLC \| Call Option
Tax receivable agreement
2016 cash payment to terminate Mercury TRA under Call Options			$ 41,400
2017 cash payment to terminate Mercury TRA under Call Options			38,100
2018 cash payment to terminate Mercury TRA under Call Options			38,000
2019 cash payment to terminate Mercury TRA under Call Options			$ 43,000

INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Finite-Lived Intangible Assets
Finite-lived intangible assets, gross	$ 1,748,847		$ 1,748,847		$ 1,748,414
Finite-lived intangible assets, accumulated amortization	984,666		984,666		885,348
Intangible assets—net	764,181		764,181		863,066
Amortization expense on finite lived intangible assets	49,400	$ 49,600	99,300	$ 98,800
Estimate amortization expense of finite lived intangible assets for the next five years
Six months ending December 31, 2016	93,156		93,156
2017	172,052		172,052
2018	161,911		161,911
2019	153,537		153,537
2020	81,490		81,490
2021	36,595		36,595
Customer relationships intangible assets
Finite-Lived Intangible Assets
Finite-lived intangible assets, gross	1,596,581		1,596,581		1,596,581
Finite-lived intangible assets, accumulated amortization	902,191		902,191		821,580
Trade name - finite lived
Finite-Lived Intangible Assets
Finite-lived intangible assets, gross	21,733		21,733		21,733
Finite-lived intangible assets, accumulated amortization	19,035		19,035		14,350
Customer Portfolios and related assets
Finite-Lived Intangible Assets
Finite-lived intangible assets, gross	129,965		129,965		129,734
Finite-lived intangible assets, accumulated amortization	63,440		63,440		49,418
Patents
Finite-Lived Intangible Assets
Finite-lived intangible assets, gross	$ 568		$ 568		$ 366

LONG-TERM DEBT (Details) - USD ($)
$ in Thousands

Jun. 13, 2014

Jun. 30, 2016

Dec. 31, 2015

Long-term debt

Less: Current portion of note payable and current portion of note payable to related party

$ (109,501)

$ (116,501)

Less: Original issue discount

(5,370)

(6,024)

Less: Debt issuance costs

(16,635)

(19,218)

Note payable and note payable to related party

2,888,625

2,943,638

Term A loan

Long-term debt

Long-term debt, gross

^[1]

$ 1,845,000

1,896,250

Variable base rate

LIBOR

Effective Interest rate (as a percent)

2.19%

Spread rate (as a percent)

1.75%

Term A loan first twelve quarters amortization percentage

1.25%

Term A loan next four quarters amortization percentage

1.875%

Term A loan following three quarters amortization percentage

2.50%

Term B loan

Long-term debt

Long-term debt, gross

^[2]

$ 1,165,000

1,179,000

Variable base rate

LIBOR

Effective Interest rate (as a percent)

3.50%

Spread rate (as a percent)

2.75%

Term B loan amortization percentage

0.25%

Leasehold Mortgage for corporate headquarters

Long-term debt

Long-term debt, gross

^[3]

$ 10,131

Leasehold mortgage interest rate (as a percent)

6.22%

Minimum | Term B loan

Long-term debt

Spread rate (as a percent)

0.75%

[1]	Interest at a variable base rate (LIBOR) plus a spread rate (175 basis points) (total rate of 2.19% at June 30, 2016) and amortizing on a basis of 1.25% per quarter during each of the first twelve quarters (September 2014 through June 2017), 1.875% per quarter during the next four quarters (September 2017 through June 2018) and 2.50% during the next three quarters (September 2018 through March 2019) with a balloon payment due at maturity.
[2]	Interest at a variable base rate (LIBOR) with a floor of 75 basis points plus a spread rate (275 basis points) (total rate of 3.50% at June 30, 2016) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.
[3]	Interest payable monthly at a fixed rate of 6.22%.

LONG-TERM DEBT Narrative (Details) - USD ($) $ in Millions			6 Months Ended
LONG-TERM DEBT Narrative (Details) - USD ($) $ in Millions	Jan. 06, 2015	Jun. 13, 2014	Jun. 30, 2016	Dec. 31, 2015
Long-term debt
Percentage of capital stock of the entity's domestic and foreign subsidiaries pledged as collateral for borrowings			65.00%
Minimum aggregate value of real property held by obligors provided as security on first priority basis			$ 10.0
Term A loan \| Fifth Third
Long-term debt
Notes Payable, Related Parties			$ 186.3	$ 191.5
Term B loan
Long-term debt
Repayments of Debt	$ 200.0
Unamortized deferred financing cost written off	$ 1.8
Swing line credit facility
Long-term debt
Maximum borrowing capacity		$ 100.0
Revolving credit facility
Long-term debt
Maximum borrowing capacity		$ 425.0
Commitment fees (as a percent)		0.375%
Letter of credit facility
Long-term debt
Maximum borrowing capacity		$ 40.0

DERIVATIVES AND HEDGING ACTIVITIES (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2015

Cash flow hedges of interest rate risk

Cash flow hedge loss to be reclassified within twelve months

$ 18,000

Fair value of interest rate contracts designated as cash flow hedges

Upfront premium of interest rate cap agreements

21,523

$ 0

Derivatives in cash flow hedging relationships:

Amount of (loss) recognized in OCI (effective portion)

^[1]

$ (10,117)

$ (1,717)

(24,211)

(13,152)

Amount of (loss) reclassified from accumulated OCI into earnings (effective portion)

(2,711)

(1,252)

(5,087)

$ (2,293)

Amount of gain recognized on interest rate cash flow hedge ineffectiveness

^[2]

$ 1

Aggregate fair value of derivatives, net liability position

28,600

Other Current Assets

Fair value of interest rate contracts designated as cash flow hedges

Fair value of hedge assets

186

Other long-term assets

Fair value of interest rate contracts designated as cash flow hedges

Fair value of hedge assets

10,330

Other current liabilities

Fair value of interest rate contracts designated as cash flow hedges

Fair value of hedge liabilities

16,260

$ 9,343

Other long-term liabilities

Fair value of interest rate contracts designated as cash flow hedges

Fair value of hedge liabilities

$ 11,085

$ 9,885

Interest Rate Cap

Cash flow hedges of interest rate risk

Number of interest rate derivatives held

Notional amount

$ 1,000,000

Interest rate cap agreement strike rate

0.75%

Fair value of interest rate contracts designated as cash flow hedges

Upfront premium of interest rate cap agreements

$ 21,500

Fair value of hedge assets

$ 10,500

Interest rate swaps

Cash flow hedges of interest rate risk

Number of interest rate derivatives held

Interest rate swaps | Covering period from June 2016 through June 2017

Cash flow hedges of interest rate risk

Number of interest rate derivatives held

Notional amount

$ 1,100,000

Interest rate swaps | Covering period from January 2016 through January 2019

Cash flow hedges of interest rate risk

Number of interest rate derivatives held

Notional amount

$ 500,000

Interest rate swaps | Fifth Third

Cash flow hedges of interest rate risk

Number of interest rate derivatives held

Interest rate swaps | Fifth Third | Maximum

Cash flow hedges of interest rate risk

Notional amount

$ 262,500

Interest rate swaps | Fifth Third | Minimum

Cash flow hedges of interest rate risk

Notional amount

$ 250,000

[1]	“OCI” represents other comprehensive income.
[2]	Amount represents hedge ineffectiveness and is recorded as a component of interest expense-net in the accompanying consolidated statement of income.

CONTROLLING AND NON-CONTROLLING INTERESTS OWNERSHIP INTEREST IN JOINT VENTURE (Details) - Joint Venture	May 31, 2014
Controlling and non-controlling interest in Joint Venture
Ownership percentage by Vantiv, Inc	51.00%
Bank Partner
Controlling and non-controlling interest in Joint Venture
Ownership percentage by Bank Partner	49.00%

CONTROLLING AND NON-CONTROLLING INTERESTS IN VANTIV HOLDING (Details)
$ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

6 Months Ended

Jun. 30, 2009

$ / shares

Jun. 30, 2016

USD ($)

Jun. 30, 2015

USD ($)

Jun. 30, 2016

USD ($)

Jun. 30, 2015

USD ($)

Mar. 21, 2012

Vantiv Holding net income, Including Portion Attributable to Noncontrolling Interest [Abstract]

Net income | $

$ 78,461

$ 52,693

$ 130,909

$ 79,689

Items not allocable to non-controlling interests:

Vantiv, Inc. expenses | $

^[1]

21,253

12,587

34,391

20,397

Net income attributable to Vantiv Holding | $

99,714

65,280

165,300

100,086

Net Income Attributable to Noncontrolling Interest

Net income attributable to non-controlling interests | $

19,134

16,157

31,844

24,164

Fifth Third

Net Income Attributable to Noncontrolling Interest

Net income attributable to non-controlling interests | $

^[2]

18,053

14,468

29,927

22,371

Bank Partner

Net Income Attributable to Noncontrolling Interest

Net income attributable to non-controlling interests | $

^[3]

$ 1,081

$ 1,689

$ 1,917

$ 1,793

Vantiv Holding

Changes in units and related ownership interest

Beginning balance (in shares)

190,531,152

Equity plan activity (in shares)

^[1]

992,451

Ending balance (in shares)

191,523,603

Common Stock

Changes in units and related ownership interest

Conversion ratio for conversion of LLC units into common stock

Vantiv, Inc. | Vantiv Holding

Changes in units and related ownership interest

Beginning balance (in shares)

155,488,326

Opening percentage of ownership by parent

81.61%

Equity plan activity (in shares)

^[4]

992,451

Ending balance (in shares)

156,480,777

Closing percentage of ownership by parent

81.70%

Fifth Third | Vantiv Holding

Changes in units and related ownership interest

Beginning balance (in shares)

35,042,826

Opening percentage of ownership by noncontrolling interest

18.39%

Ending balance (in shares)

35,042,826

Closing percentage of ownership by noncontrolling interest

18.30%

Class C Non-Voting Units | Vantiv Holding | Warrant | Fifth Third

Changes in units and related ownership interest

Warrants outstanding

7,800,000

Warrant price (in dollars per share) | $ / shares

$ 15.98

[1]	Primarily represents income tax expense related to Vantiv, Inc.
[2]	Net income attributable to non-controlling interests of Fifth Third reflects the allocation of Vantiv Holding’s net income based on the proportionate ownership interests in Vantiv Holding held by the non-controlling unit holders. The net income attributable to non-controlling unit holders reflects the changes in ownership interests summarized in the table above.
[3]	Reflects net income attributable to the non-controlling interest of the joint venture
[4]	Includes stock issued under the equity plans net of Class A common stock withheld to satisfy employee tax withholding obligations upon vesting and forfeitures of restricted Class A common stock awards.

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Assets and liabilities measured at fair value on a recurring basis
Payments of Mercury TRA			$ 53,474	$ 22,805
Recurring basis \| Level 2 \| Interest Rate Contract
Assets:
Fair value of hedge assets	$ 10,516		10,516
Liabilities:
Fair value of hedge liabilities	27,345		27,345		$ 19,228
Mercury Payment Systems, LLC
Assets and liabilities measured at fair value on a recurring basis
Change in fair value of TRA	4,600	$ 6,700	10,300	$ 13,700
Payments of Mercury TRA			63,400
Mercury Payment Systems, LLC \| Recurring basis \| Level 3
Liabilities:
Fair value of Mercury TRA	$ 138,054		$ 138,054		$ 191,207

FAIR VALUE OF THE COMPANY'S LIABILITIES (Details) - Nonrecurring Basis - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Carrying amount
Liabilities
Notes payable	$ 2,998,126	$ 3,060,139
Fair value
Liabilities
Notes payable	$ 3,012,464	$ 3,064,989

NET INCOME PER SHARE NARRATIVE (Details) - shares	6 Months Ended
NET INCOME PER SHARE NARRATIVE (Details) - shares	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Earnings Per Share, Diluted
Adjusted Effective Tax Rate	36.00%	36.00%
Class A Common Stock
Earnings Per Share, Diluted
Class B units of Vantiv Holding outstanding (in shares)	156,480,777		155,488,326
Class B Units of Vantiv Holding
Earnings Per Share, Diluted
Class B units of Vantiv Holding outstanding (in shares)	35,000,000	43,000,000
Subsidiaries \| Class B Units of Vantiv Holding \| Class A Common Stock
Earnings Per Share, Diluted
Conversion ratio for conversion of Class B units into Class A common stock	1

NET INCOME PER SHARE (Basic) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Earnings Per Share, Basic
Net income attributable to Vantiv, Inc.	$ 59,327	$ 36,536	$ 99,065	$ 55,525
Class A Common Stock
Earnings Per Share, Basic
Weighted-average Class A common shares, basic (in shares)	155,670,267	145,566,899	155,533,813	145,051,664
Basic net income per share (in dollars per share)	$ 0.38	$ 0.25	$ 0.64	$ 0.38

NET INCOME PER SHARE (Dilutive) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Earnings Per Share, Diluted
Consolidated income before applicable income taxes	$ 116,902	$ 77,012	$ 193,176	$ 116,261
Income tax expense excluding impact of non-controlling interest	42,085	27,724	69,543	41,854
Net income attributable to Vantiv, Inc.	$ 74,817	$ 49,288	$ 123,633	$ 74,407
Class A Common Stock
Earnings Per Share, Diluted
Weighted-average Class A common shares, basic (in shares)	155,670,267	145,566,899	155,533,813	145,051,664
Weighted-average Class B units of Vantiv Holding dilutive effect (in shares)	35,042,826	43,042,826	35,042,826	43,042,826
Warrant dilutive effect (in shares)	5,488,673	12,171,352	5,367,931	11,774,401
Total diluted weighted-average shares outstanding (in shares)	197,258,209	201,831,467	197,018,018	201,276,166
Diluted net income per share (in dollars per share)	$ 0.38	$ 0.24	$ 0.63	$ 0.37
Class A Common Stock \| Stock Options
Earnings Per Share, Diluted
Class A common stock equivalents included in the computation of diluted net income per share	574,050	544,331	568,143	551,003
Class A Common Stock \| Stock Compensation Plan
Earnings Per Share, Diluted
Class A common stock equivalents included in the computation of diluted net income per share	482,393	506,059	505,305	856,272

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Balance

$ 1,225,066

$ 1,300,586

Accumulated other comprehensive loss, net of tax

(9,204)

Net activity

$ (5,115)

$ (330)

(13,226)

(7,700)

Accumulated other comprehensive loss, net of tax

(18,924)

Balance

1,365,630

1,393,677

1,365,630

1,393,677

AOCI Attributable to Parent

Balance

(15,164)

(8,763)

(9,204)

(3,768)

Other comprehensive loss, unrealized loss, net of tax

(5,138)

(824)

(12,308)

(6,318)

Net realized loss reclassified into earnings, net of tax

^[1]

1,378

600

2,588

1,099

other, net of tax

Net activity

(3,760)

(224)

(9,720)

(5,219)

Balance

(18,924)

(8,987)

(18,924)

(8,987)

Non-Controlling Interests

Balance

272,278

397,573

Other comprehensive loss, unrealized loss, net of tax

1,851

(391)

(4,437)

(3,003)

Net realized loss reclassified into earnings, net of tax

^[1]

(496)

285

931

522

other, net of tax

Net activity

1,355

(106)

(3,506)

(2,481)

Balance

299,380

417,200

299,380

417,200

AOCI Including Portion Attributable to Noncontrolling Interest

Net change in fair value recorded in accumulated OCI, before reclassifications, before tax

(10,117)

(1,717)

(24,211)

(13,152)

Net change in fair value recorded in accumulated OCI, before reclassifications, tax

3,128

502

7,466

3,831

Other comprehensive loss, unrealized loss, net of tax

(6,989)

(1,215)

(16,745)

(9,321)

Net realized loss reclassified into earnings, before tax

^[1]

2,711

1,252

5,087

2,293

Net realized loss reclassified into earnings, tax

^[1]

(837)

(367)

(1,568)

(672)

Net realized loss reclassified into earnings, net of tax

^[1]

1,874

885

3,519

1,621

(7,406)

(465)

(19,124)

(10,859)

Tax effect

2,291

135

5,898

3,159

Net activity

(5,115)

(330)

(13,226)

(7,700)

Accumulated Net Gain (Loss) from Cash Flow Hedges

Accumulated other comprehensive loss, net of tax

(21,506)

(10,782)

(14,336)

(5,288)

Accumulated other comprehensive loss, net of tax

(26,644)

(11,606)

(26,644)

(11,606)

Reclassification out of Accumulated Other Comprehensive Income

Accumulated other comprehensive loss, net of tax

^[1]

6,342

2,231

5,132

1,732

Accumulated other comprehensive loss, net of tax

^[1]

$ 7,720

2,831

$ 7,720

2,831

Accumulated Foreign Currency Adjustment Attributable to Parent

Accumulated other comprehensive loss, net of tax

(212)

Accumulated other comprehensive loss, net of tax

$ (212)

[1]

The reclassification adjustment on cash flow hedge derivatives affected the following lines in the accompanying consolidated statements of income: OCI Component Affected line in the accompanying consolidated statements of incomePretax activity(1) Interest expense-netTax effect Income tax expenseOCI attributable to non-controlling interests Net income attributable to non-controlling interests (1) The three and six months ended June 30, 2016 and 2015 reflect amounts of losses reclassified from AOCI into earnings, representing the effective portion of the hedging relationships, and are recorded in interest expense-net.

SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Result of operation for each segment
Total revenue	$ 891,217	$ 785,995	$ 1,709,840	$ 1,491,606
Network fees and other costs	410,736	362,349	798,149	693,495
Sales and marketing	144,844	122,925	280,482	238,980
Segment profit	335,637	300,721	631,209	559,131
Operating Segments \| Merchant Services
Result of operation for each segment
Total revenue	762,593	661,258	1,457,173	1,247,970
Network fees and other costs	374,820	324,166	728,154	620,196
Sales and marketing	139,108	116,860	268,444	227,035
Segment profit	248,665	220,232	460,575	400,739
Operating Segments \| Financial Institution Services
Result of operation for each segment
Total revenue	128,624	124,737	252,667	243,636
Network fees and other costs	35,916	38,183	69,995	73,299
Sales and marketing	5,736	6,065	12,038	11,945
Segment profit	$ 86,972	$ 80,489	$ 170,634	$ 158,392

SEGMENT INFORMATION (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
SEGMENT INFORMATION (Details 2) - USD ($) $ in Thousands	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Reconciliation of total segment profit to the company's (loss) income before applicable income taxes
Total segment profit	$ 335,637	$ 300,721	$ 631,209	$ 559,131
Less: Other operating costs	(73,599)	(76,551)	(147,302)	(145,290)
Less: General and administrative	(49,120)	(47,060)	(93,104)	(94,903)
Less: Depreciation and amortization	(65,234)	(67,659)	(133,464)	(135,461)
Less: Interest expense—net	(26,118)	(25,714)	(53,847)	(51,725)
Less: Non-operating expenses	(4,664)	(6,725)	(10,316)	(15,491)
Income before applicable income taxes	$ 116,902	$ 77,012	$ 193,176	$ 116,261

SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands		6 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	Jul. 27, 2016	Jun. 30, 2016	Jun. 30, 2015
Subsequent Event
Payments to settle certain tax receivable agreements		$ 41,163	$ 0
Fifth Third \| Subsequent Event
Subsequent Event
Payments to settle certain tax receivable agreements	$ 116,300
Tax receivable agreement obligations settled as a result of prepayment	330,700
Call Option \| Fifth Third \| Subsequent Event
Subsequent Event
Payments to settle certain tax receivable agreements	170,700
Tax receivable agreement obligations settled as a result of prepayment	$ 394,100
2017 quarterly tax receivable obligation settlement percentage under call option	10.00%
2018 quarterly tax receivable obligation settlement percentage under call option	15.00%
Q1 2017 TRA settlement payment under call option	$ 15,100
Q2 2017 TRA settlement payment under call option	15,600
Q3 2017 TRA settlement payment under call option	16,100
Q4 2017 TRA settlement payment under call option	16,600
Q1 2018 TRA settlement payment under call option	25,600
Q2 2018 TRA settlement payment under call option	26,400
Q3 2018 TRA settlement payment under call option	27,200
Q4 2018 TRA settlement payment under call option	$ 28,100