UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2018

 

 

Worldpay, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-35462		26-4532998
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8500 Governor’s Hill Drive

Symmes

Township, Ohio 45249

(Address of principal executive offices, including zip code)

(513) 900-5250

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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Item 2.02

Results of Operations and Financial Condition.

On February 28, 2018, Worldpay, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2017. A copy of the press release is furnished as Exhibit 99.1 to this current report and is incorporated herein by reference.

The information furnished on this Form 8-K, including the exhibits attached, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, regardless of any general incorporation language in such filing.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press Release Dated February 28, 2018
99.2		Investor Presentation Dated February 28, 2018

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated February 28, 2018
99.2		Investor Presentation Dated February 28, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				WORLDPAY, INC.
February 28, 2018				By:		/s/ NELSON F. GREENE
						Name:		Nelson F. Greene
						Title:		Chief Legal Officer and Corporate Secretary

 

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Exhibit 99.1

Worldpay Reports Fourth Quarter and Full-Year 2017 Results

Strong Results Highlight Positive Outlook for Newly Combined Company

CINCINNATI and LONDON, February 28, 2018 - Worldpay, Inc. (NYSE: WP, LSE: WPY) (“Worldpay” or the “Company”) today announced financial results for the fourth quarter and full-year financial results for predecessor companies Vantiv, Inc. and Worldpay Group plc for the quarterly and full-year periods ended December 31, 2017. The Company also provided guidance for the combined Company for the first quarter and full-year 2018 and furnished non-GAAP supplemental “historical as if combined” pro forma financial results for 2017 and 2016. Vantiv, Inc.’s acquisition of Worldpay Group plc closed on January 16, 2018.

“Both of our heritage companies performed well during 2017’s fourth quarter, creating momentum for Worldpay as the leader in the rapidly expanding global payments industry,” said Charles Drucker, chairman and co-chief executive officer.

Philip Jansen, co-chief executive officer at Worldpay, added, “Differentiated by our technological capabilities, distribution, scale, and talented colleagues, Worldpay is uniquely able to power global integrated omni-commerce, positioning us to do more for our clients together than either company could have achieved on its own.”

Vantiv, Inc. Fourth Quarter and Full-Year 2017 Results

(unaudited)

(in millions, except share data)

 

		Three Months Ended												Year Ended
		December 31, 2017				December 31, 2016				% Change				December 31, 2017				December 31, 2016				% Change
Total revenue		$	1,066			$	955				12	%		$	4,026			$	3,579				13	%
Net revenue			569				502				13	%			2,123				1,905				11	%
Merchant Services			484				412				17	%			1,787				1,546				16	%
Financial Institution Services			85				90				(5	)%			336				359				(6	)%
Adjusted EBITDA			282				248				13	%			1,018				912				12	%
GAAP Net loss per diluted share attributable to Vantiv, Inc.		$	(0.37	)		$	0.29				(228	)%		$	0.80			$	1.32				(39	)%
Adjusted net income per share		$	0.97			$	0.75				29	%		$	3.37			$	2.73				23	%

Worldpay Group plc Fourth Quarter and Full-Year 2017 Results

(unaudited)

(in millions)

 

		Three Months Ended																Year Ended
		December 31, 2017				December 31, 2016				% Change				Foreign Currency Neutral				December 31, 2017				December 31, 2016				% Change				Foreign Currency Neutral
Total revenue		£	1,293			£	1,235				5	%			8	%		£	5,071			£	4,541				12	%			9	%
Net Revenue			317				301				5	%			7	%			1,221				1,124				9	%			7	%
Gross Profit			277				266				4	%			6	%			1,067				985				8	%			7	%
Global eCom			113				93				21	%			21	%			424				357				19	%			19	%
WPUK			104				106				(1	)%			(1	)%			404				397				2	%			2	%
WPUS			60				67				(10	)%			(5	)%			239				231				3	%			(2	)%
Underlying EBITDA			143				130				10	%			11	%			520				468				11	%			11	%

 

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Worldpay, Inc. Combined Company First Quarter and Full-Year Financial Outlook

(in millions, except share data)

 

		Three Months Ended March 31,				Year Ended December 31,
		2018 Outlook(1)		2017 Actuals(2)		2018 Outlook(1)		2017 Actuals(2)
Net revenue		$825 - $840		$470		$3,800 - $3,890		$2,123
GAAP Net income per diluted share attributable to Worldpay, Inc		$(0.51) - $(0.46)		$0.17		$0.56 - $0.71		$0.80
Adjusted net income per share		$0.76 - $0.79		$0.68		$3.66 - $3.76		$3.37

 

(1)	Combined company guidance excludes Worldpay Group plc Net Revenue and EPS contribution for the period prior to the transaction closing from January 1, 2018 -January 15, 2018. Combined company guidance is based on an assumed exchange rate of U.S. dollar/pound sterling of $1.35.

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

Assuming the transaction closed on January 1, 2017, Net Revenue outlook for three months and full year ended 2018 would have been $890-$905 million and $3,865-$3,955 million, representing revenue growth of 9-11% and 7-9%, respectively.

Supplemental Information

The company is providing non-GAAP supplemental information to illustrate what the combined Vantiv, Inc./Worldpay Group plc adjusted financial results would have been, given the assumptions outlined in the supplemental materials, had the transaction been effective at the beginning of 2016. Refer to the “Supplemental Information” section that begins on page 12.

Earnings Conference Call and Audio Webcast

The Company will host a conference call to discuss the fourth quarter and full-year 2017 financial results today at 8:00 a.m. ET. The conference call can be accessed live over the phone in the U.S. and Canada by dialing (888) 710-4011, in the U.K. by dialing 0800 404 7655, or for international callers (719) 325-4891, and referencing code 5521502. A replay will be available approximately two hours after the call concludes and can be accessed for the U.S. and Canada by dialing (888) 203-1112, in the U.K. by dialing 0808 101 1153, or for international callers (719) 457-0820, and entering replay passcode 5521502. The call will also be webcast live from the Company’s investor relations website at http://investor.worldpay.com. Following completion of the call, a recorded replay of the webcast will be available on the website.

About Worldpay, Inc.

Worldpay, Inc. (NYSE: WP; LSE: WPY) is a leading payments technology company with unique capability to power global integrated omni-commerce. With industry-leading scale and an unmatched integrated technology platform, Worldpay offers clients a comprehensive suite of products and services globally, delivered through a single provider.

Worldpay processes over 40 billion transactions annually through more than 300 payment types across 146 countries and 126 currencies. The company’s growth strategy includes expanding into high-growth markets, verticals and customer segments, including global eCommerce, Integrated Payments and B2B.

Worldpay, Inc. was formed in 2018 through the combination of the No. 1 merchant acquirers in the U.S. and the U.K. Worldpay, Inc. trades on the New York Stock Exchange as “WP” and the London Stock Exchange as “WPY.”

Non-GAAP and Pro Forma Financial Measures

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

 

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Forward-Looking Statements

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

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

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

CONTACTS

Investors

Nathan Rozof, CFA or Ignatius Njoku

Investor Relations

(866) 254-4811

(513) 900-4811

IR@worldpay.com

Media

Andrew Ciafardini

Corporate Communications

(513) 900-5308

Andrew.Ciafardini@worldpay.com

 

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Schedule 1

Worldpay, Inc.

Consolidated Statements of Income

(Unaudited)

(in thousands, except share data)

 

		Three Months Ended												Year Ended
		December 31,				December 31,								December 31,				December 31,
		2017				2016				% Change				2017				2016				% Change
Total revenue		$	1,065,746			$	955,132				12	%		$	4,026,477			$	3,578,991				13	%
Network fees and other costs			496,807				452,720				10	%			1,903,165				1,674,230				14	%
Net revenue(1)			568,939				502,412				13	%			2,123,312				1,904,761				11	%
Sales and marketing			172,424				148,521				16	%			669,506				582,251				15	%
Other operating costs			84,318				74,771				13	%			318,665				294,235				8	%
General and administrative			105,469				55,876				89	%			295,101				189,707				56	%
Depreciation and amortization			81,529				70,504				16	%			318,493				270,054				18	%
Income from operations			125,199				152,740				(18	)%			521,547				568,514				(8	)%
Interest expense—net			(43,220	)			(28,213	)			53	%			(140,661	)			(109,534	)			28	%
Non-operating income (expense)(2)			419,154				(21,307	)			NM				432,826				(36,256	)			NM
Income before applicable income taxes			501,133				103,220				385	%			813,712				422,724				92	%
Income tax expense(3)			547,501				40,262				NM				631,020				141,853				345	%
Net (loss) income			(46,368	)			62,958				(174	)%			182,692				280,871				(35	)%
Less: Net income attributable to non-controlling interests			(13,302	)			(15,111	)			(12	)%			(52,582	)			(67,663	)			(22	)%
Net (loss) income attributable to Worldpay, Inc.		$	(59,670	)		$	47,847				(225	)%		$	130,110			$	213,208				(39	)%
Net (loss) income per share attributable to Worldpay, Inc. Class A common stock:
Basic		$	(0.37	)		$	0.30				(223	)%		$	0.81			$	1.37				(41	)%
Diluted(4)		$	(0.37	)		$	0.29				(228	)%		$	0.80			$	1.32				(39	)%
Shares used in computing net (loss) income per share of Class A common stock:
Basic			161,554,183				157,355,173								161,293,062				156,043,636
Diluted			161,554,183				162,201,382								162,807,146				162,115,549
Non Financial Data:
Transactions (in millions)			6,877				6,700				3	%			26,289				24,973				5	%

 

(1)	Net revenue is revenue, less network fees and other costs which primarily consist of pass through expenses incurred by us in connection with providing processing services to our clients, including Visa and Mastercard network association fees and payment network fees.

(2)

Non-operating income for the three months and year ended December 31, 2017 primarily consists of a gain of approximately $418.9 million relating to the impact to the tax receivable agreement (“TRA”) liability as a result of the Tax Cuts and Jobs Act (“Tax Reform”) being enacted on December 22, 2017 and an unrealized gain of approximately $8.7 million for the three months and $33.1 million for the year ended, respectively, relating to the change in fair value of a deal contingent forward entered into in connection with the Worldpay Group plc acquisition, partially offset by the change in fair value of a TRA entered into as part of the acquisition of Mercury (“Mercury TRA”). Non-operating expense for the three months and year ended December 31, 2016 relates to the change in fair value of the Mercury TRA as well as expenses relating to the refinancing of our senior secured credit facilities in October 2016.

(3)	Primarily includes an adjustment of $363.6 million to deferred taxes for the change in tax rates and the impact to the TRA discussed in (2) above, both resulting from the Tax Reform enacted on December 22, 2017.

(4)

Due to our structure as a C corporation and Vantiv Holding’s structure as a pass-through entity for tax purposes, the numerator in the diluted net income per share calculation is adjusted to reflect our income tax expense at an expected effective tax rate assuming the conversion of the Class B units of Vantiv Holding into shares of our Class A common stock. During the three months and year ended December 31, 2017, approximately 15.3 million and 27.2 million weighted-average dilutive Class B units of Vantiv Holding were excluded in computing diluted net income per share because including them would have an antidilutive effect. During the three months and year ended December 31, 2016, approximately 35.0 million weighted-average Class B units of Vantiv Holding were excluded in computing diluted net income per share because including them would have an antidilutive effect. As the Class B units of Vantiv Holding were not included, the numerator used in the calculation of diluted net income per share was equal to the numerator used in the calculation of basic net income per share for the three months and year ended December 31, 2017 and 2016. Additionally, due to the net loss for the three months ended December 31, 2017, any remaining potentially dilutive securities were also excluded from the denominator in computing dilutive net income per share.

 

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Schedule 2

Worldpay, Inc.

Adjusted Net Income

(Unaudited)

(in thousands, except share data)

 

		Three Months Ended												Year Ended
		December 31,				December 31,								December 31,				December 31,
		2017				2016				% Change				2017				2016				% Change
Income before applicable income taxes		$	501,133			$	103,220				385	%		$	813,712			$	422,724				92	%
Non-GAAP Adjustments:
Transition, acquisition and integration costs(1)(3)			62,260				15,226				309	%			130,146				37,558				247	%
Share-based compensation(3)			12,787				9,979				28	%			47,855				35,871				33	%
Intangible amortization(2)(3)			56,369				48,118				17	%			217,849				190,822				14	%
Non-operating (income) expenses(4)			(419,154	)			21,307				NM				(432,826	)			36,256				NM
Non-GAAP adjusted income before applicable income taxes			213,395				197,850				8	%			776,736				723,231				7	%
Less: Adjustments
Adjusted tax expense(5)			38,989				50,108				(22	)%			133,804				184,203				(27	)%
Adjusted tax rate			18	%			25	%							17	%			25	%
Other(6)			661				(381	)			NM				1,804				1,200				50	%
Adjusted net income		$	173,745			$	148,123				17	%		$	641,128			$	537,828				19	%
Adjusted net income per share		$	0.97			$	0.75				29	%		$	3.37			$	2.73				23	%
Adjusted shares outstanding(7)			178,625,196				197,244,208								190,052,282				197,158,375

Non-GAAP and Adjusted Financial Measures

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

 

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

 

(1)

Represents acquisition and integration costs incurred in connection with our acquisitions, charges related to employee termination benefits and other transition activities. Included in Transition, acquisition and integration costs for the three months and year ended December 31, 2017 is a charge of $3.5 million and $41.5 million, respectively, to G&A related to a settlement agreement stemming from legacy litigation of an acquired company.

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

(3)	Below are the adjustments to Other operating costs, General and administrative and Depreciation and amortization.

 

 

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(4)	Non-operating (income) expense for the three months and year ended December 31, 2017 and 2016 primarily consists of the following:

 

		Three Months Ended December 31,								Year Ended December 31,
		2017				2016				2017				2016
Impact of Tax Reform to TRA liability		$	(418,858	)		$	—			$	(418,858	)		$	—
Unrealized gain related to change in fair value of deal contingent forward			(8,743	)			—				(33,108	)			—
Change in fair value of Mercury TRA			3,263				4,594				13,971				19,474
Expenses related to refinancing of senior secured credit facilities and other			5,184				16,713				5,169				16,782
Non-operating (income) expense		$	(419,154	)		$	21,307			$	(432,826	)		$	36,256

 

(5)

Represents adjusted income tax expense to reflect an effective tax rate of 34% for 2017 and 36% for 2016, assuming the conversion of the Class B units of Vantiv Holding into shares of Class A common stock, including the tax effect of adjustments described above. The 2017 effective tax rate includes the impact of the excess tax benefits relating to stock compensation as a result of the Company adopting new stock compensation accounting guidance on January 1, 2017 which requires those benefits to be recorded in income tax expense. Represents tax benefits due to the amortization of intangible assets and other tax attributes resulting from or acquired with our acquisitions, and to the tax basis step up associated with our separation from Fifth Third Bank and the purchase or exchange of Class B units of Vantiv Holding, net of payment obligations under tax receivable agreements.

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

(7)

The adjusted shares outstanding include 17.1 million and 27.2 million weighted average Class B units of Vantiv Holding and other potentially dilutive securities that are excluded from the GAAP dilutive net income per share calculation for the three months and year ended December 31, 2017, respectively, because including them would have an antidilutive effect. The adjusted shares outstanding include 35.0 million weighted-average Class B units that are excluded from the GAAP dilutive net income per share calculation for the three months and year ended December 31, 2016 because including them would have an antidilutive effect.

 

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Schedule 3

Worldpay, Inc.

Segment Information

(Unaudited)

(in thousands)

Merchant Services

 

		Three Months Ended December 31,
		2017				2016				% Change
Total revenue		$	952,192			$	831,918				14	%
Network fees and other costs			468,640				419,470				12	%
Net revenue			483,552				412,448				17	%
Sales and marketing			166,851				141,835				18	%
Segment profit		$	316,701			$	270,613				17	%
Non-financial data:
Transactions (in millions)			6,031				5,711				6	%
Net revenue per transaction		$	0.0802			$	0.0722				11	%
		Year Ended December 31,
		2017				2016				% Change
Total revenue		$	3,567,533			$	3,082,951				16	%
Network fees and other costs			1,780,179				1,537,072				16	%
Net revenue			1,787,354				1,545,879				16	%
Sales and marketing			646,479				557,942				16	%
Segment profit		$	1,140,875			$	987,937				15	%
Non-financial data:
Transactions (in millions)			22,747				20,955				9	%
Net revenue per transaction		$	0.0786			$	0.0738				7	%

Financial Institution Services

 

		Three Months Ended December 31,
		2017				2016				% Change
Total revenue		$	113,554			$	123,214				(8	)%
Network fees and other costs			28,167				33,250				(15	)%
Net revenue			85,387				89,964				(5	)%
Sales and marketing			5,573				6,686				(17	)%
Segment profit		$	79,814			$	83,278				(4	)%
Non-financial data:
Transactions (in millions)			846				989				(14	)%
Net revenue per transaction		$	0.1009			$	0.091				11	%
		Year Ended December 31,
		2017				2016				% Change
Total revenue		$	458,944			$	496,040				(7	)%
Network fees and other costs			122,986				137,158				(10	)%
Net revenue			335,958				358,882				(6	)%
Sales and marketing			23,027				24,309				(5	)%
Segment profit		$	312,931			$	334,573				(6	)%
Non-financial data:
Transactions (in millions)			3,542				4,018				(12	)%
Net revenue per transaction		$	0.0948			$	0.0893				6	%

 

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Schedule 4

Worldpay, Inc.

Condensed Consolidated Statements of Financial Position

(Unaudited)

(in thousands)

 

		December 31, 2017				December 31, 2016
Assets
Current assets:
Cash and cash equivalents		$	126,503			$	139,148
Accounts receivable—net			985,888				940,052
Related party receivable			736				1,751
Settlement assets			142,010				152,490
Prepaid expenses			33,524				39,229
Other			83,951				15,188
Total current assets			1,372,612				1,287,858
Customer incentives			68,365				67,288
Property, equipment and software—net			473,723				348,553
Intangible assets—net			678,532				787,820
Goodwill			4,172,964				3,738,589
Deferred taxes			739,524				771,139
Proceeds from senior unsecured notes			1,135,205				—
Other assets			26,048				42,760
Total assets		$	8,666,973			$	7,044,007
Liabilities and equity
Current liabilities:
Accounts payable and accrued expenses		$	622,871			$	471,979
Related party payable			9,013				3,623
Settlement obligations			816,235				801,381
Current portion of note payable			107,897				131,119
Current portion of tax receivable agreement obligations to related parties			190,220				191,014
Current portion of tax receivable agreement obligations			55,324				60,400
Deferred income			18,879				7,907
Current maturities of capital lease obligations			8,044				7,870
Other			5,975				13,719
Total current liabilities			1,834,458				1,689,012
Long-term liabilities:
Note payable			5,586,348				3,089,603
Tax receivable agreement obligations to related parties			489,780				451,318
Tax receivable agreement obligations			45,247				86,640
Capital lease obligations			4,456				13,223
Deferred taxes			65,617				62,148
Other			40,413				44,774
Total long-term liabilities			6,231,861				3,747,706
Total liabilities			8,066,319				5,436,718
Commitments and contingencies
Equity:
Total equity (1)			600,654				1,607,289
Total liabilities and equity		$	8,666,973			$	7,044,007

 

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

 

8

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Schedule 5

Worldpay, Inc.

Consolidated Statements of Cash Flows

(Unaudited)(in thousands)

 

		Year Ended
		December 31, 2017				December 31, 2016
Operating Activities:
Net income		$	182,692			$	280,871
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense			318,493				270,054
Amortization of customer incentives			24,347				25,818
Amortization and write-off of debt issuance costs			5,989				22,584
Unrealized gain on foreign currency forward			(33,108	)			—
Share-based compensation expense			47,855				35,871
Deferred tax expense			596,802				79,668
Excess tax benefit from share-based compensation			—				(12,167	)
Tax receivable agreements non-cash items			(421,663	)			(3,928	)
Other			3,966				467
Change in operating assets and liabilities:
Accounts receivable and related party receivable			(38,914	)			(212,862	)
Net settlement assets and obligations			25,334				79,719
Customer incentives			(24,502	)			(42,548	)
Prepaid and other assets			(1,214	)			39,636
Accounts payable and accrued expenses			125,103				92,749
Payable to related party			5,390				(1,075	)
Other liabilities			(31,759	)			(9,722	)
Net cash provided by operating activities			784,811				645,135
Investing Activities:
Purchases of property and equipment			(110,805	)			(118,194	)
Acquisition of customer portfolios and related assets and other			(41,784	)			(23,627	)
Purchase of derivative instruments			—				(21,523	)
Cash used in acquisitions, net of cash acquired			(531,534	)			(406,777	)
Net cash used in investing activities			(684,123	)			(570,121	)
Financing Activities:
Proceeds from issuance of long-term debt			1,270,000				3,234,375
Proceeds from issuance of senior unsecured notes			1,135,205				—
Repayment of debt and capital lease obligations			(143,708	)			(3,084,922	)
Borrowings on revolving credit facility			8,442,000				1,250,000
Repayment of revolving credit facility			(8,217,000	)			(1,250,000	)
Payment of debt issuance costs			(27,621	)			(20,115	)
Proceeds from issuance of Class A common stock under employee stock plans			14,566				15,389
Purchase and cancellation of Class A common stock			(1,268,057	)			—
Repurchase of Class A common stock			—				(81,369	)
Repurchase of Class A common stock (to satisfy tax withholding obligations)			(10,092	)			(6,248	)
Settlement of certain tax receivable agreements			(93,902	)			(149,022	)
Payments under tax receivable agreements			(46,472	)			(40,271	)
Excess tax benefit from share-based compensation			—				12,167
Distribution to non-controlling interests			(22,552	)			(12,934	)
Other			—				(12	)
Net cash used in financing activities			1,032,367				(132,962	)
Net decrease in cash and cash equivalents			1,133,055				(57,948	)
Cash and cash equivalents—Beginning of period			139,148				197,096
Cash and cash equivalents—End of period		$	1,272,203			$	139,148
Cash Payments:
Interest		$	123,056			$	102,695
Income taxes			45,801				51,140
Non-cash Items:
Issuance of tax receivable agreements to related parties		$	647,507			$	171,162

 

9

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Schedule 6

Worldpay, Inc.

Reconciliation of GAAP Net Income to Adjusted EBITDA

(Unaudited)

(in thousands)

 

		Three Months Ended												Year Ended
		December 31,				December 31,								December 31,				December 31,
		2017				2016				% Change				2017				2016				% Change
Net (loss) income		$	(46,368	)		$	62,958				(174	)%		$	182,692			$	280,871				(35	)%
Income tax expense(1)			547,501				40,262				NM				631,020				141,853				345	%
Non-operating (income) expenses(2)			(419,154	)			21,307				NM				(432,826	)			36,256				NM
Interest expense—net			43,220				28,213				53	%			140,661				109,534				28	%
Share-based compensation			12,787				9,979				28	%			47,855				35,871				33	%
Transition, acquisition and integration costs(3)			62,260				15,226				309	%			130,146				37,558				247	%
Depreciation and amortization			81,529				70,504				16	%			318,493				270,054				18	%
Adjusted EBITDA		$	281,775			$	248,449				13	%		$	1,018,041			$	911,997				12	%

Non-GAAP Financial Measures

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

 

(1)	See note (3) in Schedule 1.

(2)	See note (4) in Schedule 2.

(3)	See note (3) in Schedule 2.

 

10

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Schedule 7

Worldpay, Inc.

Outlook Summary

(Unaudited)

 

		First Quarter Financial Outlook				Full Year Financial Outlook
		Three Months Ended March 31,				Year Ended December 31,
		2018 Outlook(1)		2017 Actual(2)		2018 Outlook(1)		2017 Actual(2)
GAAP net income per share attributable to Worldpay, Inc.		($0.51) - ($0.46)		$0.17		$0.56 - $0.71		$0.80
Adjustments to reconcile GAAP to non-GAAP adjusted net income per share(3)		$1.27 - $1.25		$0.51		$3.10 - $3.05		$2.57
Adjusted net income per share		$0.76 - $0.79		$0.68		$3.66 - $3.76		$3.37

Non-GAAP and Adjusted Financial Measures

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

 

(1)	Combined company guidance excludes Worldpay Group plc EPS contribution for the period prior to the transaction closing from January 1, 2018 to January 15, 2018. Combined company guidance is based on an assumed exchange rate of U.S. dollar/pound sterling of $1.35.

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

(3)

Represents estimated ranges of adjustments for the following items: (a) acquisition and integration costs incurred in connection with our acquisitions, charges related to employee termination benefits and other transition activities; (b) share-based compensation; (c) amortization of intangible assets acquired in business combinations and customer portfolio and related asset acquisitions; (d) non-operating expense is primarily associated with the change in the fair value of a TRA entered into as part of the acquisition of Mercury and a realized gain of approximately $56 million relating to the settlement of a deal contingent forward entered into in connection with the acquisition of Worldpay Group plc, (e) adjustments to income tax expense to reflect an effective tax rate for the three months ended March 31, 2018 and the full year 2018 based on Tax Reform and a new tax structure, assuming conversion of the Fifth Third Bank non-controlling interests into shares of Class A common stock, including the tax effect of adjustments described above; and (f) tax benefits due to the amortization of intangible assets and other tax attributes resulting from or acquired with our acquisitions, and to the tax basis step up associated with our separation from Fifth Third Bank and the purchase or exchange of Class B units of Vantiv Holding, net of payment obligations under tax receivable agreements.

 

11

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PRELIMINARY ADJUSTED COMBINED SUPPLEMENTAL INFORMATION

We are providing this preliminary supplemental non-GAAP (Generally Accepted Accounting Principles) information to illustrate what the combined Vantiv, Inc./Worldpay Group plc (Company renamed Worldpay, Inc.) would have been had the transactions been effective at the beginning of 2016 with the new segment reporting structure, given the assumptions contained therein.

Management uses the preliminary adjusted combined non-GAAP supplemental information for purposes of evaluating business unit and consolidated company performance. The company therefore believes that the non-GAAP measures presented provide useful information to investors by allowing them to view the company’s businesses through the eyes of management, facilitating comparison of results across historical periods and providing a focus on the underlying ongoing operating performance of its businesses.

The company uses the preliminary adjusted combined non-GAAP supplemental information to supplement the financial information presented for Vantiv, Inc. on a GAAP historical basis. This non-GAAP supplemental information is not to be considered in isolation from or as a substitute for the related GAAP measures and should be read only in conjunction with financial information presented on a GAAP basis.

The preliminary historical adjusted combined financial information contained in the following supplemental information is for informational purposes only. These results do not necessarily reflect what the historical results of Worldpay, Inc. would have been if the acquisition of Worldpay Group plc had occurred on January 1, 2016. Nor is this information necessarily indicative of the future results of operations of Worldpay, Inc. The preparation of the preliminary adjusted combined financial information includes the use of estimates that may not have been accurate and assumptions that may not have been valid had the transactions occurred on January 1, 2016. However management believes them to be reasonable.

The preliminary historical adjusted combined financial information is not pro forma information prepared in accordance with Article 11 of SEC regulation S-X, and the preparation of information in accordance with Article 11 would result in a significantly different presentation.

The preliminary historical adjusted combined financial information constitutes forward-looking information and is subject to certain risks and uncertainties that could cause actual amounts to differ materially from those anticipated. See “Risk Factors” and “Cautionary Statements Regarding Forward Looking Information” included in our 2017 Annual Report on Form 10-K or as amended in subsequent filings.

The preliminary historical adjusted combined amounts reflect the historical combined results of Vantiv, Inc. and Worldpay Group plc., including information for the following combined company segments.

Merchant Solutions

Merchant Solutions primarily consists of Vantiv Inc.’s Direct, Independent Sales Organizations (ISOs), Merchant Bank sales channels and Worldpay Group plc’s U.S. and U.K segments.

Technology Solutions

Technology Solutions primarily consists of Vantiv, Inc.’s eCommerce, Paymetric, Integrated Payments sales channels and Worldpay Group plc’s Global eCommerce segments.

Issuer Solutions

Issuer Solutions primarily consists of Vantiv, Inc.’s Financial Institutions Services segment.

 

12

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Supplemental Schedule 1

Worldpay, Inc.

Combined Consolidated Statements of Income

(Unaudited)

(in thousands)

 

		2017																				2016
		Q1				Q2				Q3				Q4				YTD				YTD
Total revenue		$	1,417,254			$	1,535,796			$	1,575,587			$	1,634,324			$	6,162,961			$	5,565,711
Network fees and other costs			602,123				627,102				640,888				670,901				2,541,014				2,193,627
Net revenue(1)			815,131				908,694				934,699				963,423				3,621,947				3,372,084
Sales and marketing			251,479				263,350				267,866				261,404				1,044,099				988,555
Other operating costs(2)			134,030				144,498				148,113				149,961				576,602				528,789
General and administrative(3)			79,660				70,071				76,706				79,720				306,157				310,730
Depreciation and amortization(4)			35,246				37,191				41,771				39,342				153,550				126,744
Income from operations			314,716				393,584				400,243				432,996				1,541,539				1,417,266
Interest expense—net			75,628				78,524				83,700				88,844				326,696				310,892
Income before applicable income taxes			239,088				315,060				316,543				344,152				1,214,843				1,106,374
Income tax expense(5)			37,440				59,602				58,713				66,046				221,801				267,176
Tax rate(5)			16	%			19	%			19	%			19	%			18	%			24	%
Other(6)			(256	)			(428	)			(459	)			(661	)			(1,804	)			(1,200	)
Adjusted net income		$	201,392			$	255,030			$	257,371			$	277,445			$	991,238			$	837,998

Non-GAAP and Adjusted Financial Measures

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

 

(1)	Net revenue is revenue, less network fees and other costs which primarily consist of pass through expenses incurred by us in connection with providing processing services to our clients, including Visa and MasterCard network association fees and payment network fees.

(2)	Excludes transition, acquisition, and integration costs and Worldpay Group plc separately disclosed items (“SDIs”).

(3)	Excludes transition, acquisition, and integration costs, share-based compensation and Worldpay Group plc SDIs.

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

(5)

Represents adjusted income tax expense assuming the conversion of the Class B units of Vantiv Holding into shares of Class A common stock, including the tax effect of adjustments described above. The 2017 effective tax rate includes the impact of the excess tax benefits relating to stock compensation as a result of the Company adopting new stock compensation accounting guidance on January 1, 2017 which requires those benefits to be recorded in income tax expense. Also includes tax benefits due to the amortization of intangible assets and other tax attributes resulting from or acquired with our acquisitions, and to the tax basis step up associated with our separation from Fifth Third Bank and the purchase or exchange of Class B units of Vantiv Holding, net of payment obligations under tax receivable agreements.

(6)	Represents the non-controlling interest, net of pro forma income tax expense discussed in (2) above, associated with a consolidated joint venture.

 

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Supplemental Schedule 2

Worldpay, Inc.

Combined Segment Information

(Unaudited)

(in thousands)

 

		2017																				2016
		Q1				Q2				Q3				Q4				YTD				YTD
Net revenue:
Merchant Solutions(1)		$	445,720			$	494,142			$	487,252			$	507,204			$	1,934,318			$	1,896,274
Technology Solutions(2)			283,283				331,722				360,163				369,270				1,344,438				1,107,786
Issuer Solutions(3)			86,128				82,830				87,284				86,949				343,191				368,024
Total net revenue			815,131				908,694				934,699				963,423				3,621,947				3,372,084
Sales and marketing			251,479				263,350				267,866				261,404				1,044,099				988,555
Segment profit		$	563,652			$	645,344			$	666,833			$	702,019			$	2,577,848			$	2,383,529

 

(1)	Merchant Solutions primarily consists of Vantiv Inc.’s Direct, ISOs, Merchant Bank sales channels and Worldpay Group plc’s U.S. and U.K segments.

(2)	Technology Solutions primarily consists of Vantiv, Inc.’s eCommerce, Paymetric, Integrated Payments sales channels and Worldpay Group plc’s Global eCommerce segments.

(3)	Issuer Solutions primarily consists of Vantiv, Inc.’s Financial Institutions Services segment.

 

14

WORLDPAY, INC. 4Q17 & FY2017 Financial Results February 28, 2018 Exhibit 99.2 © 2018 Worldpay, Inc. All rights reserved.

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No Offer or Solicitation This presentation is provided for informational purposes only and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities of Worldpay, Inc. (“Worldpay” or the “Company”) or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Neither the contents of Worldpay’s website, nor the contents of any other website accessible from hyperlinks on such websites, is incorporated herein or forms part of this document. Forward-Looking Statements This presentation contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this presentation are forward-looking statements including any statements regarding guidance and statements of a general economic or industry specific nature. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, guidance, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “will,” “may,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. The forward-looking statements contained in this presentation are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you review and consider information presented herein, you should understand that these statements are not guarantees of future performance or results. They depend upon future events and are subject to risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual future performance or results and cause them to differ materially from those anticipated in the forward-looking statements. Certain of these factors and other risks are discussed in the Company's filings with the U.S. Securities and Exchange Commission (the “SEC”) and include, but are not limited to: (i) our ability to adapt to developments and change in our industry; (ii) competition; (iii) unauthorized disclosure of data or security breaches; (iv) systems failures or interruptions; (v) our ability to expand our market share or enter new markets; (vi) our ability to successfully integrate the businesses of our predecessor companies; (vii) our ability to identify and complete acquisitions, joint ventures and partnerships; (viii) failure to comply with applicable requirements of Visa, MasterCard or other payment networks or changes in those requirements; (ix) our ability to pass along fee increases; (x) termination of sponsorship or clearing services; (xi) loss of clients or referral partners; (xii) reductions in overall consumer, business and government spending; (xiii) fraud by merchants or others; (xiv) changes in foreign currency exchange rates; (xv) a decline in the use of credit, debit or prepaid cards; (xvi) consolidation in the banking and retail industries; (xvii) geopolitical, regulatory, tax and business risks associated with our international operations; (xviii) the effects of governmental regulation or changes in laws; (xix) outcomes of future litigation or investigations; and (xx) our dual-listings with the NYSE and LSE. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements. More information on potential factors that could affect the Company’s financial results and performance is included from time to time in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic reports filed with the SEC, including the Company’s most recently filed Annual Report on Form 10-K and its subsequent filings with the SEC. Any forward-looking statement made by us in this presentation speaks only as of the date of this presentation. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Disclaimer

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Presenters Charles Drucker Executive Chairman & Co-Chief Executive Officer Philip Jansen Co-Chief Executive Officer Stephanie Ferris Chief Financial Officer

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STRATEGIC OVERVIEW Charles Drucker Executive Chairman and Co-CEO

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Leader in global integrated omnicommerce High-single-digit revenue growth, with upside from revenue synergies Heritage Vantiv delivered strong 4Q17 results, including double-digit merchant net revenue organic growth Heritage Worldpay global eCommerce continued to exceed expectations in 4Q17, with strong topline growth The new Worldpay © 2018 Worldpay, Inc. All rights reserved.

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POWERFUL LEADER IN global integrated OMNICOMMERCE Leader in large, expanding global payments market Well-positioned in large and deep global payments industry Market expansion driven by adoption of electronic payments at a rapid pace around the world Investing in high-growth segments Global e-commerce Integrated payments High-growth verticals Geographic expansion Differentiated competitive advantages Unmatched global scale Broad and diverse distribution Leading technology capabilities Compelling financial profile High-growth, recurring revenue stream Superior operating leverage Highly cash generative

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MULTIPLE OPPORTUNITIES FOR GROWTH Philip Jansen Co-CEO

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LEADER IN LARGE, GLOBAL SECULAR GROWTH MARKET Global payments revenue continues to accelerate1 2011-17: 6% CAGR 2017-21: 7% CAGR Leadership positions in US and Europe; strong footholds in emerging markets2 1McKinsey & Company; at fixed 2016 $ exchange rates, for the entire time series 2The Nilson Report (January 2017, issue 1102), McKinsey & Company 2.25 1.74 1.61 1.54 1.48 1.35 1.27 1.20 $5.2tn ~7% CAGR U.S. & Canada $11.4tn ~12% CAGR Europe Asia Pacific Latin America Middle East / Africa $3.0tn ~9% CAGR $0.3tn ~14% CAGR $0.6tn ~8% CAGR ‘15 Purchase Volume ’15-’25 CAGR % Payments revenue, $ trillion

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eCommerce is fastest-growing payments segment Volumes to double by 2020 at high-teens growth rate Strong secular growth powered by online adoption Cross-border eCommerce projected to grow at nearly twice as fast as broader eCommerce market, at ~25% Alternative and local payment methods gaining share Worldpay, Inc. uniquely positioned to win in eCommerce Worldpay, Inc. #1 in cross-border eCommerce1 Unrivaled technology and value-added services One-stop shop for global merchants POSITIONED TO LEAD AND TRANSFORM ECOMMERCE 1Illustrative figure based on 2016 pro forma volume for the combined company as compared to select peers 2McKinsey & Co. Global eCommerce Volume ($tn)2 ~25% CAGR ~14% CAGR ~16% CAGR 2x+ 4.0 - 4.5

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Pioneer in integrated payments Established leader in US Unmatched capabilities 1,000+ partners 3,000+ integrations Strong position in attractive SMB segment Differentiated products and value-added services Compelling growth opportunities Reinforce Worldpay’s position as partner of choice for US dealers and developers Follow existing US partners expanding overseas Deepen UK and European presence as demand accelerates EXPANDING INTEGRATED PAYMENTS

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Differentiated expertise Track record of delivering expert solutions tailored to vertical-specific needs Opportunities to expand further Deepen presence in high-growth verticals INVESTING TO SERVE HIGH-GROWTH VERTICAL MARKETS Grocery & Drug Retail Digital Gaming & Entertainment Travel Healthcare B2B

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DIFFERENTIATED COMPETITIVE ADVANTAGES Unmatched global scale Broad and diverse distribution Leading technology capabilities #1 global acquirer 42 billion annual transactions; $1.6 trillion payment volume Capabilities spanning 300+ payment methods, 146 countries, and 126 currencies Global distribution reach Strong presence and partners in all major channels, including direct and indirect Faster speed to market for new products Ability to innovate at scale Seamless integrated technology Agile, scalable, flexible Comprehensive, differentiated solution set Global footprint

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FINANCIAL OVERVIEW Stephanie Ferris Chief Financial Officer

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COMPELLING FINANCIAL PROFILE Pro Forma 2017 $3.6bn Net Revenue1,2 $1.7bn Adjusted EBITDA1,2 $1.4bn Free Cash Flow3 47% Margin1,2 Notes: in certain cases, numbers are rounded; assumes ~1.3 GBP to USD exchange rate Figures shown are pro forma for combined company Worldpay for illustrative purposes only; net revenue reflects reported gross profit for comparable reporting conventions to Vantiv; Underlying EBITDA shown for Worldpay, margin shown after taking into effect net revenue to gross profit adjustment Free cash flow defined as Adjusted EBITDA – Capex Significant operating leverage Superior cost structure Industry-leading margin profile Provides ability to drive continued earnings growth Highly cash generative High free cash flow conversion provides ample flexibility to de-lever, deploy capital strategically, and reinvest in high-growth areas Low capex requirements Capital allocation priority to de-lever to 4x debt to EBITDA over next 12-18 months, invest in organic growth and M&A High-growth, recurring revenue stream Recurring transaction fee revenue Stable revenue growth and diverse customer base Resilient business with high visibility and predictability Long-term contracts with high customer retention rates 40% of net revenue from high-growth businesses

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FOURTH QUARTER HIGHLIGHTS Fourth Quarter 2017 Vantiv, Inc. 4Q17 4Q16 Growth FY17 FY16 Growth Net Revenue (millions) $569 $502 13% $2,123  $1,905 11%  Merchant Services $484 $412 17% $1,787 $1,546 16% Financial Institution Services $85 $90 (5)% $336 $359 (6)% Adjusted EBITDA (millions) $282 $248 13% $1,018 $912 12% Adjusted EBITDA Margin 49.5% 49.5% 9 bps 47.9% 47.9%  7 bps Adjusted net income per share $0.97 $0.75 29% $3.37 $2.73 23% Fourth Quarter 2017 Heritage Worldpay Group plc   4Q17 4Q16 Growth Growth (Constant Currency)   FY17 FY16 Growth Growth (Constant Currency) Total Revenue (millions) £1,293  £1,235 5%  8%   £5,071  £4,541  12%  9% Net Revenue (millions) £317 £301 5% 7% £1,221 £1,124 9% 7% Gross profit (millions) £277 £266 4%  6%   £1,067  £985  8% 7% Global eComm £113 £93 21% 21% £424 £357 19% 19% WPUK £104 £105 (1)% (1)% £404 £397 2% 2% WPUS £60 £67 (10)% (5)% £239 £232 3% (2)% Underlying EBITDA (millions) £143 £130  10%  11%   £520  £468  11%  11%

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WORLDPAY, INC. PRO FORMA HIGHLIGHTS © 2018 Worldpay, Inc. All rights reserved. Pro Forma 2017 Net Revenue Mix Technology Solutions Merchant Solutions Issuer Solutions Full Year 2017  FY17 FY16 Growth Growth (Constant Currency) Net Revenue (millions) $3,622 $3,372 7% 9% Technology Solutions $1,344 $1,108 21% 24% Merchant Solutions $1,934 $1,896 2% 4% Issuer Solutions $343 $368 (7%) (7%) Adjusted EBITDA (millions) $1,695 $1,544 10% 12% Adjusted EBITDA Margin 46.8% 45.8% 100 bps Adjusted Net Income (millions) $991 $838 18% Q417 $963 $369 $507 $87 $472 49.0% $277

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Excludes heritage Worldpay contribution for the dates prior to the transaction close (i.e. Jan. 1-15, 2018) Assuming the transaction closed on Jan 1, 2017, Net Revenue outlook for 1Q18 and FY18 would have been $890-$905mm and $3,865-$3,955mm, representing revenue growth of 9-11% and 7-9%, respectively Combined company guidance is based on an assumed exchange rate of US dollar/pound sterling of $1.35 $200 million estimated run-rate cost synergies by end of third year post close; ~$45 million in cost synergies during 2018 FIRST QUARTER 2018 AND FULL YEAR 2018 GUIDANCE 1Q 2018 Guidance FY 2018 Guidance Net Revenue (millions) $825 – $840 $3,800 – $3,890 GAAP Net Income Per Share $(0.51) – $(0.46) $0.56 – $0.71 Adjusted Net Income Per Share $0.76 – $0.79 $3.66 – $3.76 Guidance Assumptions Depreciation and amortization excluding intangibles of $165-170 million $360 million in interest expense Effective tax rate of 13%, including the new company’s tax structure and the impact of Tax Reform and Jobs Act of 2017 315-320 million shares outstanding Capex of $350 million, equal to ~9% of total revenue

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Integration update Charles Drucker Executive Chairman and Co-CEO

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Following an established, disciplined integration approach Top priority: Bring forward strengths of both companies to customers and partners Consolidation of global functions underway Anticipate majority of US consolidation over next three years Confident to achieve cost synergies of at least $200 million by year three Encouraging client reaction STRONG PERFORMANCE OUT OF THE GATE © 2018 Worldpay, Inc. All rights reserved.

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Combination already delivering solid results Leader in the secular high-growth global payments industry Investing to further extended our lead in eCommerce, Integrated Payments, and attractive high-growth verticals Differentiated technology, distribution, and scale Integration advancing per plan Engaging with clients to realize product and distribution benefits THE leader in global INTEGRATED omnicommerce © 2018 Worldpay, Inc. All rights reserved.

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Q&A

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Appendix

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ADJUSTED EBITDA Year Ended 12/31/2012 Year Ended 12/31/2013 Year Ended 12/31/2014 Year Ended 12/31/2015 Year Ended 12/31/2016 Year Ended 12/31/2017 Quarter Ended 12/31/2017 Quarter Ended 12/31/2016 Per 10-K / 10-Q EBITDA $372.8 $518.3 $589.9 $680.0 $802.3 $1,272.8 $625.9 $201.9 Transition Costs (a) 0.6 0.6 0.1 0.0 0.0 0.0 0.0 0.0 Debt refinancing and hedge term costs (b) 86.7 20.0 26.5 0.0 0.0 0.0 0.0 0.0 Share based compensation 33.4 29.7 42.2 30.5 35.9 47.9 12.8 10.0 Acquisition and Integration Costs (c) 10.4 14.5 38.4 62.6 37.6 130.1 62.3 15.2 Network Compliance Fee (d) 6.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Non Operating Income Expense (e) 0.0 0.0 (26.7) 31.3 36.2 (432.8) (419.2) 21.3 Adjusted EBITDA $509.9 $583.1 $670.4 $804.4 $912.0 $1,018.0 $281.8 $284.4 Comparability Adjustments Depreciation and Amortization (f) (43.1) (60.5) (76.5) (85.5) (79.2) (100.6) (25.1) (22.4) Interest Expense (g) (54.6) (40.9) (79.7) (105.7) (109.5) (140.7) (43.2) (28.2) Adjusted Tax Expense (h) (152.2) (161.1) (141.2) (162.6) (184.2) (133.8) (39.0) (50.1) JV Non-Controlling Interest (i) 0.0 0.0 (0.6) (1.5) (1.2) (1.8) (0.7) 0.4 Pro Forma Adjusted Net Income $260.0 $320.5 $372.4 $449.1 $537.8 $641.1 $173.7 $148.1 Adjusted Shares Outstanding 213.8 206.0 199.2 200.9 197.2 190.1 178.6 197.2 Pro Forma Adjusted Net Income Per Share $1.22 $1.56 $1.87 $2.24 $2.73 $3.37 $0.97 $0.75

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Transition costs include costs associated with our separation transaction from Fifth Third Bank, including costs incurred for our human resources, finance, marketing and legal functions and severance costs; consulting fees related to non-recurring transition projects; expenses related to various strategic and separation initiatives; depreciation and amortization charged to us by Fifth Third Bank under our transition services agreement; and compensation costs related to payouts of a one-time signing bonus to former Fifth Third Bank employees transferred to us as part of our transition deferred compensation plan. Primarily includes non-operating expenses incurred with the refinancing of our debt in May 2011, March 2012, May 2013, June 2014, and October 2016 as well costs associated with the early termination of our interest rate swaps in March 2012. Represents acquisition and integration costs incurred in connection with our acquisitions, charges related to employee termination benefits and other transition activities. Included in Transition, acquisition and integration costs for the three months and year ended December 31, 2017, is a charge of $3.5 million and $41.5 million, respectively, to G&A related to a settlement agreement stemming from legacy litigation of an acquired company. Mastercard assessed a change of control compliance fee to the company of $6.0 million as a result of our IPO. Non-operating income for the three months and year ended December 31, 2017, primarily consists of a gain of approximately $418.9 million relating to the impact to the tax receivable agreement (“TRA”) liability as a result of the Tax Cuts and Jobs Act (“Tax Reform”) being enacted on December 22, 2017, and an unrealized gain of approximately $8.7 million for the three months and $33.1 million for the year ended, respectively, relating to the change in fair value of a deal contingent forward entered into in connection with the Worldpay Group plc acquisition, partially offset by the change in fair value of a TRA entered into as part of the acquisition of Mercury (“Mercury TRA”). Nonoperating expense for the three months and year ended December 31, 2016, relates to the change in fair value of Mercury TRA as well as expenses relating to the refinancing of our senior secured credit facilities in October 2016. For periods prior to 2012, amounts represent depreciation expense associated with the company’s property and equipment, assuming that the company’s property and equipment at December 31, 2011 was in place on January 1, 2009. For periods subsequent to 2011, amounts represent the company’s depreciation and amortization expense adjusted to exclude amortization of intangible assets acquired through business combinations and customer portfolio and related asset acquisitions. The twelve months ended December 31, 2014 also includes the write-down of a trade name of $34.3 million. For periods prior to 2012, amounts represent interest expense associated with the company’s level of debt, assuming the level of debt and applicable terms at December 31, 2011 was outstanding on January 1, 2009. Represents adjustments to income tax expense to reflect an effective tax rate of 34.0% for 2017, 36% for 2016 and 2015, 36.5% for 2014 and 38.5% for all other periods presented, assuming the conversion of the Class B units of Vantiv Holding into shares of Class A common stock, including the tax effect of the adjustments described above. Represents the non-controlling interest, net of pro forma income tax expense, associated with a consolidated joint venture formed in May 2014. Vantiv’s Non-GAAP Reconciliation