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$ 1,006.8

$ 998.7

$ 1,857.5

$ 1,926.9

^[2]

0.0

^[1]

468.7

0.0

^[3]

926.8

General and administrative

283.4

168.3

549.4

323.3

Other operating costs

185.5

79.0

340.6

154.9

136.8

50.7

386.9

140.0

Depreciation and amortization

287.9

78.4

495.1

154.5

Income from operations

113.2

153.6

85.5

227.4

Interest expense—net

(79.9)

(29.7)

(155.1)

(58.9)

Non-operating expense

(22.0)

(3.4)

(30.6)

(7.5)

Income (loss) before applicable income taxes

11.3

120.5

(100.2)

161.0

Income tax expense (benefit)

12.8

33.6

(0.4)

38.8

Net (loss) income

(1.5)

86.9

(99.8)

122.2

Less: Net income attributable to non-controlling interests

(1.4)

(18.1)

(0.7)

(24.5)

Net (loss) income attributable to Worldpay, Inc.

$ (2.9)

$ 68.8

$ (100.5)

$ 97.7

Class A Common Stock

Net (loss) income per share attributable to Worldpay, Inc. Class A common stock:

Basic (in dollars per share)

$ (0.01)

$ 0.43

$ (0.35)

$ 0.61

Diluted (in dollars per share)

$ (0.01)

$ 0.42

$ (0.35)

$ 0.60

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

Basic (in shares)

296,204,304

161,266,692

284,868,484

161,072,513

Diluted (in shares)

296,204,304

162,510,616

284,868,484

162,483,315

[1]	For the three months ended June 30, 2018 network fees and other costs are netted within revenue as the result of the Company’s adoption of ASC 606 on January 1, 2018.
[2]	See the Revenue Recognition section with Footnote 1 - Basis of Presentation and Summary of Significant Accounting Policies to the Notes to Unaudited Consolidated Financial Statements which addresses the change in presentation.
[3]	For the six months ended June 30, 2018 network fees and other costs are netted within revenue as the result of the Company’s adoption of ASC 606 on January 1, 2018.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (1.5)	$ 86.9	$ (99.8)	$ 122.2
Other comprehensive (loss) income, net of tax:
(Loss) gain on hedging activities and foreign currency translation	(70.2)	0.1	(48.2)	4.9
Comprehensive (loss) income	(71.7)	87.0	(148.0)	127.1
Less: Comprehensive loss (income) attributable to non-controlling interests	1.4	(18.2)	1.0	(25.8)
Comprehensive (loss) income attributable to Worldpay, Inc.	$ (70.3)	$ 68.8	$ (147.0)	$ 101.3

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 367.7	$ 126.5
Accounts receivable—net	1,577.6	986.6
Merchant float	1,873.2	0.0
Settlement assets	1,991.7	142.0
Prepaid expenses	81.0	33.5
Other	540.4	84.0
Total current assets	6,431.6	1,372.6
Customer incentives	69.2	68.4
Property, equipment and software—net	1,032.2	473.7
Intangible assets—net	3,505.9	678.5
Goodwill	14,820.1	4,173.0
Deferred taxes	793.0	739.5
Proceeds from senior unsecured note	0.0	1,135.2
Other assets	69.8	26.1
Total assets	26,721.8	8,667.0
Current liabilities:
Accounts payable and accrued expenses	1,112.8	631.9
Settlement obligations	4,561.6	816.2
Current portion of notes payable	226.6	107.9
Current portion of tax receivable agreement obligations	143.9	245.5
Deferred income	26.2	18.9
Current maturities of capital lease obligations	29.9	8.0
Other	613.0	6.0
Total current liabilities	6,714.0	1,834.4
Long-term liabilities:
Notes payable	7,860.9	5,586.4
Tax receivable agreement obligations	589.7	535.0
Capital lease obligations	26.8	4.5
Deferred taxes	546.4	65.6
Other	109.4	40.5
Total long-term liabilities	9,133.2	6,232.0
Total liabilities	15,847.2	8,066.4
Commitments and contingencies (See Note 7 - Commitments, Contingencies and Guarantees)
Equity:
Preferred stock, $0.00001 par value; 10,000,000 shares authorized; no shares issued and outstanding	0.0	0.0
Paid-in capital	10,224.4	55.4
Retained earnings	479.8	558.0
Accumulated other comprehensive (loss) income	(43.6)	2.9
Treasury stock, at cost; 3,825,367 shares at June 30, 2018 and 2,861,671 shares at December 31, 2017	(158.6)	(83.8)
Total Worldpay, Inc. equity	10,502.0	532.5
Non-controlling interests	372.6	68.1
Total equity	10,874.6	600.6
Total liabilities and equity	26,721.8	8,667.0
Class A Common Stock
Equity:
Class A common stock, $0.00001 par value; 890,000,000 shares authorized; 301,765,268 shares outstanding at June 30, 2018; 162,595,981 shares outstanding at December 31, 2017, Class B common stock, no par value; 100,000,000 shares authorized; 10,252,826 shares issued and outstanding at June 30, 2018 and 15,252,826 shares issued and outstanding at December 31, 2017	0.0	0.0
Class B Common Stock
Equity:
Class A common stock, $0.00001 par value; 890,000,000 shares authorized; 301,765,268 shares outstanding at June 30, 2018; 162,595,981 shares outstanding at December 31, 2017, Class B common stock, no par value; 100,000,000 shares authorized; 10,252,826 shares issued and outstanding at June 30, 2018 and 15,252,826 shares issued and outstanding at December 31, 2017	$ 0.0	$ 0.0

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
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
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)	301,765,268	162,595,981
Treasury stock, shares (in shares)	3,825,367	2,861,671
Class B Common Stock
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	10,252,826	15,252,826
Common stock, shares outstanding (in shares)	10,252,826	15,252,826

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Operating Activities:
Net (loss) income	$ (99.8)	$ 122.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	495.1	154.5
Amortization of customer incentives	12.6	13.0
Amortization and write-off of debt issuance costs	72.9	2.3
Realized gain on foreign currency forward	(35.9)	0.0
Share-based compensation expense	56.2	21.5
Deferred tax expense	27.3	40.5
Tax receivable agreements non-cash items	(6.4)	(9.2)
Other	1.2	1.2
Change in operating assets and liabilities:
Accounts receivable	(50.3)	65.6
Net settlement assets and obligations	105.7	40.8
Customer incentives	(14.8)	(13.6)
Prepaid and other assets	(18.6)	(34.0)
Accounts payable and accrued expenses	(159.6)	28.6
Other liabilities	(6.8)	(15.2)
Net cash provided by operating activities	378.8	418.2
Investing Activities:
Purchases of property and equipment	(103.1)	(58.9)
Acquisition of customer portfolios and related assets and other	(51.1)	(19.6)
Purchase of interest rate caps	(8.1)	0.0
Proceeds from foreign currency forward	71.5	0.0
Payments to Acquire Businesses, Net of Cash Acquired	1,405.8	(531.5)
Net cash provided by (used in) investing activities	1,315.0	(610.0)
Financing Activities:
Proceeds from issuance of long-term debt	2,951.8	0.0
Borrowings on revolving credit facility	2,598.0	3,051.0
Repayment of revolving credit facility	(2,823.0)	(2,693.0)
Repayment of debt and capital lease obligations	(2,590.3)	(70.2)
Payment of debt issuance costs	(91.1)	(1.1)
Proceeds from issuance of Class A common stock under employee stock plans	14.9	10.1
Repurchase of Class A common stock (to satisfy tax withholding obligations)	(11.7)	(5.7)
Settlement of certain tax receivable agreements	(85.3)	(61.3)
Payments under tax receivable agreements	(55.3)	(46.5)
Distributions to non-controlling interests	(6.4)	(10.7)
Net cash (used in) provided by financing activities	(98.4)	172.6
Net increase (decrease) in cash and cash equivalents	1,595.4	(19.2)
Cash and cash equivalents - Beginning of period	1,272.2	139.1
Effect of exchange rate changes on cash	(139.2)	0.0
Cash and cash equivalents - End of period	2,728.4	119.9
Cash Payments:
Interest	149.3	56.6
Income taxes	$ 6.2	$ 21.0

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions	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
Increase (Decrease) in Stockholders' Equity
Cumulative effect of accounting change	$ 0.5		$ 1.3	$ (0.8)
Balance at Dec. 31, 2016	1,607.3	$ (73.7)	706.1	689.5	$ (6.2)	$ 291.6		$ 0.0		$ 0.0
Balance (in shares) at Dec. 31, 2016		2,700,000						161,100,000		35,000,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income	122.2			97.7		24.5
Issuance of Class A common stock, stock options exercised, value	10.1		10.1
Issuance of Class A common stock under employee stock plans, net of forfeitures (in shares)								1,500,000
Repurchase of Class A common stock (to satisfy tax withholding obligation), value	(5.7)	$ (5.7)
Repurchase of Class A common stock (to satisfy tax withholding obligation) (in shares)		100,000						100,000
Settlement of certain tax receivable agreements	30.4		30.4
Unrealized loss on hedging activities and foreign currency translation, net of tax	4.9				3.6	1.3
Distribution to non-controlling interests	(10.7)					(10.7)
Share-based compensation	21.5		17.7			3.8
Balance at Jun. 30, 2017	1,780.5	$ (79.4)	765.6	786.4	(2.6)	310.5		$ 0.0		$ 0.0
Balance (in shares) at Jun. 30, 2017		2,800,000						162,500,000	35,000,000	35,000,000
Balance at Mar. 31, 2017					(2.6)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	86.9
Unrealized loss on hedging activities and foreign currency translation, net of tax	0.1				0.0	0.1
Balance at Jun. 30, 2017	1,780.5	$ (79.4)	765.6	786.4	(2.6)	310.5		$ 0.0		$ 0.0
Balance (in shares) at Jun. 30, 2017		2,800,000						162,500,000	35,000,000	35,000,000
Increase (Decrease) in Stockholders' Equity
Cumulative effect of accounting change	22.3		0.0	22.3
Balance at Dec. 31, 2017	600.6	$ (83.8)	55.4	558.0	2.9	68.1		$ 0.0		$ 0.0
Balance (in shares) at Dec. 31, 2017		2,900,000					162,595,981	162,600,000	15,252,826	15,300,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(99.8)			(100.5)		0.7
Issuance of Class A common stock for acquisition, shares		800,000						133,600,000
Issuance of Class A common stock for acquisition, value	(10,364.8)	$ (64.6)	(10,429.4)
Issuance of Class A common stock, stock options exercised, value	14.9		14.9
Issuance of Class A common stock under employee stock plans, net of forfeitures (in shares)								700,000
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures		(1.5)	(1.5)
Repurchase of Class A common stock (to satisfy tax withholding obligation), value	(11.7)	$ (11.7)
Repurchase of Class A common stock (to satisfy tax withholding obligation) (in shares)		100,000						100,000
Stock Issued During Period, Shares, Conversion of Convertible Securities							(5,000,000)	(5,000,000)	(5,000,000)	(5,000,000)
Settlement of certain tax receivable agreements	15.8		15.8
Issuance of tax receivable agreements	(33.9)		(33.9)
Unrealized loss on hedging activities and foreign currency translation, net of tax	(48.2)				(46.5)	(1.7)
Distribution to non-controlling interests	(6.4)					(6.4)
Share-based compensation	56.2		53.4			2.8
Reallocation of non-controlling interests of Vantiv Holding due to change in ownership			(309.1)			309.1
Balance at Jun. 30, 2018	10,874.6	$ (158.6)	10,224.4	479.8	(43.6)	372.6		$ 0.0		$ 0.0
Balance (in shares) at Jun. 30, 2018		3,800,000					301,765,268	301,800,000	10,252,826	10,300,000
Balance at Mar. 31, 2018					23.8
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(1.5)
Unrealized loss on hedging activities and foreign currency translation, net of tax	(70.2)				(67.4)	(2.8)
Balance at Jun. 30, 2018	$ 10,874.6	$ (158.6)	$ 10,224.4	$ 479.8	$ (43.6)	$ 372.6		$ 0.0		$ 0.0
Balance (in shares) at Jun. 30, 2018		3,800,000					301,765,268	301,800,000	10,252,826	10,300,000

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

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

On January 16, 2018, Worldpay completed the previously announced acquisition of all of the outstanding shares of Worldpay Group Limited, formerly Worldpay Group plc, a public limited company (“Legacy Worldpay”). Following the acquisition, the Vantiv, Inc. (“Legacy Vantiv”) name was changed to Worldpay, Inc. by amending its Second Amended and Restated Certificate of Incorporation. The effective date of the name change was January 16, 2018.

On January 16, 2018, the Company’s Class A common stock began trading on the New York Stock Exchange under the new symbol “WP” and on the London Stock Exchange via a secondary standard listing under the symbol “WPY.” Legacy Worldpay shares were delisted from the London Stock Exchange on the same day.

Worldpay is a leader in global payments providing a broad range of technology-led solutions to its clients to allow them to accept payments of almost any type, across multiple payment channels nearly anywhere in the world. The Company serves a diverse set of merchants including mobile, online and in-store, offering over 300 payment methods in 126 transaction currencies across 146 countries, while supporting various clients including large enterprises, corporates, small and medium sized businesses and eCommerce businesses. The Company operates in three reportable segments: Technology Solutions, Merchant Solutions and Issuer Solutions. For more information about the Company’s segments, refer to Note 11 - Segment Information. The Company markets its services through diverse distribution channels, including referral relationships with a broad range of partners that include merchant banks, independent software vendors (“ISVs”), value-added resellers (“VARs”), payment facilitators, independent sales organizations (“ISOs”), trade associations, and arrangements with core processors.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements include those of Worldpay, Inc. and all subsidiaries thereof, including its majority-owned subsidiary, Worldpay 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”). All intercompany balances and transactions have been eliminated.

As of June 30, 2018, Worldpay, Inc. and Fifth Third Bank (“Fifth Third”) owned interests in Worldpay Holding of 96.71% and 3.29%, respectively (see Note 6 - 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 equity in Worldpay Holding. Net income attributable to non-controlling interests does not include expenses incurred directly by Worldpay, Inc., including income tax expense attributable to Worldpay, Inc. Non-controlling interests are presented as a component of equity in the accompanying Consolidated Statements of Financial Position.

Fifth Third Stock Sale

In June 2018, Fifth Third exchanged 5 million Class B units in Worldpay Holding for 5 million shares of the Company’s Class A common stock and subsequently sold those 5 million shares of Worldpay, Inc. Class A common stock pursuant to Rule 144 promulgated under the Securities Act of 1933 as amended. The Company did not receive any proceeds from the sale.

As a result of the June 2018 Fifth Third exchange of units of Worldpay Holding, the Company recorded an additional liability under the Fifth Third Tax Receivable Agreement (“TRA”) of $120.9 million and an additional deferred tax asset of $87.0 million associated with the increase in the tax basis. The Company recorded a corresponding reduction to paid-in-capital of $33.9 million for the difference in the TRA liability and the related deferred tax asset.

Share Repurchase Program

In October 2016, our board of directors authorized a program to repurchase up to $250 million of our Class A common stock. The Company has approximately $243 million of share repurchase authority remaining as of June 30, 2018 under this authorization.

Purchases under the programs may be made from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing and amount of any purchases will be determined by management based on an evaluation of market conditions, stock price and other factors. The Company’s share repurchase program does not obligate it to acquire any specific number or amount of shares, there is no guarantee as to the exact number or amount of shares that may be repurchased, if any, and the Company may discontinue purchases at any time that it determines additional purchases are not warranted.

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

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue From Contracts With Customers (Topic 606) (“ASC 606”). This ASU supersedes the revenue recognition requirements in Accounting Standard Codification (“ASC”) 605, Revenue Recognition (“ASC 605”). 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 ASC.

The Company adopted ASC 606 on January 1, 2018, using the modified retrospective method. The new standard requires the Company to disclose the accounting policies in effect prior to January 1, 2018, as well as the policies it has applied starting January 1, 2018. Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a service or goods to a customer.

Periods prior to January 1, 2018

The Company has contractual agreements with its customers 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. ASC 605 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 followed the 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 recognized processing revenues net of interchange fees, which are assessed to its 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 was reported on a gross basis, as the Company contracts directly with the end customer, assumes the risk of loss and has pricing flexibility.

Periods commencing January 1, 2018

Revenue is recognized when a customer obtains control of promised services or goods. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these services.

The Company has contractual agreements with its customers that set forth the general terms and conditions of the relationship including line item pricing, payment terms and contract duration. Revenue is recognized when the obligation under the terms of the Company’s contract with its customer is satisfied. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company generates revenue primarily by processing electronic payment transactions. Set forth below is a description of the Company’s revenue by segment.

Technology Solutions

Technology Solutions provides merchant acquiring and payment processing services to a diverse set of merchants that primarily accept payments through eCommerce and integrated payment solutions.

Merchant Solutions

Merchant Solutions provides merchant acquiring and payment processing services to a diverse set of merchants that primarily accept payments through an omni-channel solution including terminal based.

Issuer Solutions

Issuer Solutions provides card issuer processing, payment network processing, fraud protection and card production to a diverse set of financial institutions, including regional banks, community banks, credit unions and regional personal identification number (“PIN”) networks.

Performance Obligations

Since the majority of the Company’s revenue relates to payment processing services for its customers, the Company’s core performance obligation is to provide continuous access to the Company’s system to process as much as its customers require. The Company’s payment processing services consist of variable consideration under a stand-ready series of distinct days of service that are substantially the same with the same pattern of transfer to the customer.

The Company’s revenue from products and services is recognized at a point in time or over time depending on the products or services, with the majority of the revenue recognized at a point in time.

Beginning in 2018, the Company records certain fees paid to third parties, including network fees and other costs, as a reduction of revenue. These fees were previously recorded on a gross basis. This change in presentation has no impact to income from operations. Under ASC 606, revenue of $1,006.8 million and $1,857.5 million was reported for the three and six months ended June 30, 2018. Excluding the impact of the adoption of ASC 606, amounts recorded under ASC 605 would include $1,689.4 million and $682.6 million of revenue and network fees and other costs for the three months ended June 30, 2018, respectively, and $3,161.9 million and $1,304.4 million of revenue and network fees and other costs for the six months ended June 30, 2018, respectively. The adoption of ASC 606 did not have a material impact on any other line items of the Company’s Consolidated Statements of Income, Statements of Comprehensive Income, Statements of Financial Position, Statements of Equity and Statements of Cash Flows.

Disaggregation of Revenue

In the following table, revenue is disaggregated by source of revenue (in millions):



	Three Months Ended June 30, 2018
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Major Products and Services
Processing services	$	270.8	$	413.8	$	48.8	$	733.4
Products and services	130.8		106.6		36.0		273.4
Total	$	401.6	$	520.4	$	84.8	$	1,006.8



	Three Months Ended June 30, 2017
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Major Products and Services ⁽¹⁾
Processing services	$	265.6	$	524.4	$	70.5	$	860.5
Products and services	42.0		54.7		41.5		138.2
Total	$	307.6	$	579.1	$	112.0	$	998.7


⁽¹⁾	Revenue for the three months ended June 30, 2017 presented in the table above is prior to the Company’s adoption of ASC 606, which presents network fees and other costs net within revenue.



	Six Months Ended June 30, 2018
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Major Products and Services
Processing services	$	500.9	$	753.8	$	95.6	$	1,350.3
Products and services	237.1		198.8		71.3		507.2
Total	$	738.0	$	952.6	$	166.9	$	1,857.5



	Six Months Ended June 30, 2017
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Major Products and Services ⁽¹⁾
Processing services	$	507.7	$	1,012.4	$	140.4	$	1,660.5
Products and services	71.8		106.8		87.8		266.4
Total	$	579.5	$	1,119.2	$	228.2	$	1,926.9


⁽¹⁾	Revenue for the six months ended June 30, 2017 presented in the table above is prior to the Company’s adoption of ASC 606, which presents network fees and other costs net within revenue.

Processing Services

Processing services revenue is primarily derived from processing credit and debit card transactions comprised of fees charged to businesses for payment processing services. The fees charged consist of either a percentage of the dollar volume of the transaction or a fixed fee, or both.

Products and Services

Products and services revenue is primarily derived from ancillary services such as treasury management and foreign exchange, regulatory compliance, chargebacks and fraud services.

Costs to Obtain and Fulfill a Contract

ASC 606 requires capitalizing costs of obtaining a contract when those costs are incremental and expected to be recovered. Since incremental commission fees paid to sales teams as a result of obtaining contracts are recoverable, the Company recorded a $28.8 million ($22.3 million net of deferred taxes) cumulative catch-up capitalized asset on January 1, 2018. As of June 30, 2018, the amount capitalized as contract costs is $34.3 million, which is included in other non-current assets.

In order to determine the amortization period for sales commission contract costs, the Company applied the portfolio approach for “like-kind contracts” to which sales compensation earnings can be applied and allocated incentive payments to each portfolio accordingly. The Company evaluated each individual portfolio to determine the proper length of time over which the capitalized incentive should be amortized by analyzing customer attrition rates using historical data and other metrics.

The Company determined that straight-line amortization would best correspond to the transfer of services to customers since services are transferred equally over time and have limited predictable volatility. The amortization periods range from 3 to 10 years and are based on the expected life of a customer. In 2018, the amount of amortization was $2.6 million and $5.1 million for the three and six months ended June 30, 2018, respectively, which is included in sales and marketing expense. There was no impairment loss in relation to the costs capitalized.

The Company recognizes incremental sales commission costs of obtaining a contract as expense when the amortization period for those assets is one year or less per the practical expedient in ASC 606. These costs are included in sales and marketing expense.

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 expected life of the customer. Related amortization is recorded as contra-revenue.

The Company capitalizes conversion costs associated with enabling customers to receive its processing services. As of June 30, 2018 and December 31, 2017, the Company had $35.2 million and $21.1 million, respectively, of capitalized conversion costs included in Intangible assets - net in the Company’s Consolidated Statement of Financial Position. Amortization expense related to these costs for the three months ended June 30, 2018 and 2017 was $1.5 million and $0.7 million, respectively, and for the six months ended June 30, 2018 and 2017 was $2.4 million and $1.1 million, respectively. Amortization of these costs is recorded in depreciation and amortization expense in the Company’s Consolidated Statements of Income. These costs are amortized over the average life of the customer.

Contract Balances

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; as such, collectibility is reasonably assured. Aside from debiting a client’s bank account, the Company collects a majority of its revenue via net settlement with the remaining portion collected via billing the customer. 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, 2018 and December 31, 2017, the allowance for doubtful accounts was not material to the Company’s statements of financial position.

As of June 30, 2018 and December 31, 2017, accounts receivable, net of allowance for doubtful accounts on the Company’s Consolidated Statement of Financial Position was $1.6 billion and $1.0 billion, respectively.

Contract Liabilities

Contract liabilities, which relate to advance consideration received from customers (deferred revenue) for which transfer of control occurs and therefore revenue is recognized, is not material to the Company’s consolidated financial statements.

Remaining Performance Obligations

ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations; however, as permitted by ASC 606, the Company has elected to exclude from this disclosure any contracts with an original duration of one year or less and any variable consideration that meets specified criteria. As discussed above, the Company’s core performance obligation consists of variable consideration under a stand-ready series of distinct days of service. The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material.

Changes in Accounting Policies

As noted above, the Company adopted ASC 606, effective January 1, 2018, using the modified retrospective method, applying the standard to contracts that are not complete as of the date of initial application. Therefore, the comparative information has not been adjusted and continues to be reported under ASC 605. The details of the significant changes are set out below.

Under ASC 606, the Company capitalizes commission fees as costs of obtaining a contract when they are incremental and expected to be recovered. The Company amortizes these capitalized costs consistently with the pattern of transfer of the good or service to which the asset relates. If the expected amortization period is one year or less, the commission fee is expensed when incurred. The Company previously recognized sales commission fees related to contracts as sales and marketing expenses when incurred. Except for the change in revenue recognition, the Company has consistently applied the accounting policies to all periods presented in these consolidated financial statements.

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 the Company’s clients, including Visa and Mastercard network association fees and payment network fees and only relates to the three and six months ended June 30, 2017. Following the Company’s adoption of ASC 606 on January 1, 2018, network fees and other costs are presented net within revenue.


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


•	Other operating costs primarily consist of salaries and benefits paid to operational and IT personnel, costs associated with operating the Company’s technology platform and data centers, information technology costs for processing transactions, product development costs, software 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, legal and risk management, share-based compensation costs, equipment and occupancy costs and consulting costs. The six months ended June 30, 2018 includes a significant amount of transition, acquisition and integration costs related to the Legacy Worldpay acquisition. The six months ended June 30, 2017 includes a charge related to a settlement agreement stemming from legacy litigation of an acquired company.

•

Non-operating expenses during the six months ended June 30, 2018 primarily consist of expenses relating to the Company’s financing arrangements entered into in connection with the Legacy Worldpay acquisition, repricing of the Company’s debt in June 2018 and the change in fair value of the Mercury TRA (see Note 8 - Fair Value Measurements), partially offset by a gain on the settlement of a deal contingent forward entered into in connection with the Company’s acquisition of Legacy Worldpay. Non-operating expenses for the six months ended June 30, 2017 primarily relate to the change in fair value of the Mercury TRA (see Note 8 - 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 shares issued as restricted stock, performance awards and under the Employee Stock Purchase Plan (“ESPP”) is measured based on the market price of the Company’s stock on the grant date.

For the six months ended June 30, 2018 and 2017 total share-based compensation expense was $56.2 million and $21.5 million, respectively.

Earnings per Share

Basic earnings per share is computed by dividing net income attributable to Worldpay, Inc. by the weighted average shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Worldpay, 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 9 - 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. Worldpay, Inc. is a holding company that does not conduct any business operations of its own. As a result, Worldpay, Inc.’s ability to pay cash dividends on its common stock, if any, is dependent upon cash dividends and distributions and other transfers from Worldpay Holding. The amounts available to Worldpay, 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 Worldpay 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, 2018.

Income Taxes

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, 2018, the Company has recorded valuation allowances against deferred tax assets of $12.9 million related to foreign subsidiaries. As of December 31, 2017, the Company 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 0.4% and 24.1% respectively, for the six months ended June 30, 2018 and 2017. The 2018 effective tax rate reflects a $9.6 million charge to deferred taxes relating to changes in state tax laws. The effective rate for each period reflects the impact of the Company’s non-controlling interests not being taxed at the statutory U.S. corporate tax rates. The 2018 effective tax rate also reflects the impact of the Tax Cuts and Jobs Act (“Tax Reform”) and the impact related to the addition of international taxing jurisdictions as a result of the Legacy Worldpay acquisition.

On December 22, 2017, the President of the United States signed into law Tax Reform. Tax Reform amended the Internal Revenue Code to reduce tax rates and modify policies, credits and deductions as well as reduce the corporate federal tax rate from a maximum of 35% to a flat 21% rate with an effective date of January 1, 2018. As of December 31, 2017, the Company preliminarily revalued its net deferred tax asset based on Tax Reform. As of June 30, 2018, the Company has not adjusted this provisional amount and is continuing to gather additional information to complete its accounting for this item and expects to complete the accounting within the prescribed measurement period.

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. The Company has restricted cash held in money market accounts, which approximate fair value and therefore are a level 1 input in the fair value hierarchy.

Following the adoption of ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, the Company includes restricted cash in the cash and cash equivalents balance of the consolidated statements of cash flows. The reconciliation between the consolidated statement of financial position and the consolidated statement of cash flows is as follows (in millions):



	June 30, 2018		December 31, 2017
Cash and cash equivalents on consolidated statement of financial position	$	367.7	$	126.5
Proceeds from senior unsecured notes - restricted for closing of Worldpay acquisition	—		1,135.2
Other restricted cash (other current assets)	487.5		10.5
Merchant Float	1,873.2		—
Total cash and cash equivalents on consolidated statement of cash flows	$	2,728.4	$	1,272.2

Property, Equipment and Software—net

Property, equipment and software consists of the Company’s facilities, furniture and equipment, software, land and leasehold improvements. Facilities, furniture and equipment and software 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 and 3 to 8 years for software. Leasehold improvements are depreciated on a straight-line basis over the lesser of the estimated useful life of the improvement which is 3 to 10 years or the term of the 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, 2018 and December 31, 2017 was $441.1 million and $372.1 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 implied 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, 2017 using market data and discounted cash flow analyses. Based on this analysis, it was determined that the fair value of all reporting units was 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, 2018.

Intangible assets consist of acquired customer relationships, trade names, 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, 2018, there have been no such events or circumstances that would indicate potential impairment of finite lived intangible assets.

Merchant Float and Settlement Assets and Obligations

Merchant Float represents surplus cash balances the Company holds on behalf of its merchant customers when the incoming amount from the card networks precedes when the funding to customers falls due. Such funds are held in a fiduciary capacity, and are not available for the Company to use to fund its cash requirements.

Settlement assets and obligations result 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.

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. Additionally, the effective portions of the Company’s net investment hedges, which act as economic hedges of the Company’s net investments in its foreign subsidiaries, are recorded in AOCI. The Company does not enter into derivative financial instruments for speculative purposes. See Note 5 - Derivatives and Hedging Activities for further discussion.

Foreign Currencies

The U.S. dollar is the Company’s reporting currency and functional currency of the Company’s U.S.-based businesses. The Company has operations with a local currency as their functional currency, the most significant being the British Pound. Foreign currency-denominated assets and liabilities are translated into U.S. dollars based on exchange rates prevailing at the end of the period, and revenues and expenses are translated at average exchange rates during each monthly period. The effects of foreign currency translation of assets and liabilities of those entities where the functional currency is not the U.S. dollar are included as a component of Other Comprehensive Income (Loss). Transaction gains and losses related to operating assets and liabilities denominated in a currency other than an entities functional currency are included in various line items in the Company’s Consolidated Statements of Income and were immaterial for the three and six months ended June 30, 2018. Non-operating transaction gains and losses derived from non-operating assets and liabilities denominated in a currency other than an entities functional currency are included in non-operating expense in the Company’s Consolidated Statements of Income.

Related Party Presentation

As a result of the Company closing the Legacy Worldpay acquisition on January 16, 2018, Fifth Third’s ownership percentage in Worldpay Holding decreased below 5% and Fifth Third no longer has board representation, therefore the Company no longer considers Fifth Third a related party. Related party revenue for the period of January 1, 2018 through January 15, 2018 was not material.

The Fifth Third related party activity within the Consolidated Statements of Income for the three and six months ended June 30, 2017 is as follows (in millions):



Consolidated Statements of Income Location	Three Months Ended June 30, 2017		Six Months Ended June 30, 2017
Revenue	$	17.2	$	33.4

The Fifth Third related party positions within the Consolidated Statements of Financial Position for the period ending December 31, 2017 are as follows (in millions):



Consolidated Statement of Financial Position Location	December 31, 2017
Assets
Accounts receivable—net	$	0.7
Liabilities
Accounts payable and accrued expenses	$	9.0
Current portion of notes payable	5.4
Current portion of tax receivable agreement obligations	190.2
Notes payable	158.4
Tax receivable agreement obligations	489.8

New Accounting Pronouncements

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which amends and simplifies existing guidance to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. This ASU is effective for the Company in the first quarter of fiscal 2019, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this principle 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 as right of use assets and liabilities 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 Company plans to elect the optional modified retrospective transition approach to apply the provisions of the new standard. This approach results in a cumulative-effect adjustment to opening retained earnings as of January 1, 2019, and will not require restatement of the prior period financials presented. Although the Company has not completed its evaluation of the potential impact of adopting this ASU, the Company expects to recognize a cumulative-effect adjustment for its operating leases at adoption.

The Company has formed a project team to evaluate the potential financial statement impact of adopting this standard by analyzing existing leases, which primarily consist of real-estate leases for office space and reviewing other contracts to determine which may qualify as a lease under the new standard. This team is evaluating, designing and implementing new processes and internal controls to meet the requirements to report and disclose financial information regarding the Company’s leases. In addition, the team is designing a process to perform the necessary calculations to derive the right of use asset and liabilities associated with each lease to support the requirements of the new standard. The Company expects these activities to continue throughout the remainder of the 2018 and anticipates adopting this ASU on January 1, 2019.

BUSINESS COMBINATIONS

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

BUSINESS COMBINATIONS

Acquisition of Legacy Worldpay

On January 16, 2018, the Company completed the acquisition of Legacy Worldpay by acquiring 100% of the issued and outstanding shares (the “acquisition”). The approximately $11.9 billion purchase price consisted of Legacy Worldpay shareholders receiving a $1.5 billion cash payment and 133.6 million shares of the Company’s Class A common stock. The acquisition-date fair value of the 133.6 million shares of the Company’s Class A common stock issued was $10.4 billion and was determined based on the share price of $77.60 per share, the opening price of the Company’s Class A common stock on the New York Stock Exchange on January 16, 2018 since the acquisition closed before the market opened on January 16, 2018.

The acquisition creates a leading global payments technology company that is uniquely positioned to address clients’ needs with innovative and strategic capabilities.

The acquisition was accounted for as a business combination under ASC 805, Business Combinations (“ASC 805”). The purchase price was allocated to the assets acquired and the liabilities assumed based on the estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is deductible for tax purposes. Goodwill, assigned to Technology Solutions, Merchant and Issuer Solutions, consists primarily of the acquired workforce and growth opportunities, none of which qualify as an intangible asset.

The preliminary purchase price allocation is as follows (in millions):



Cash acquired	$	576.3
Current assets ⁽¹⁾	4,139.2
Property, equipment and software	561.1
Intangible assets	3,280.1
Goodwill	10,635.1
Other non-current assets	75.6
Current liabilities ⁽²⁾	(4,518.4		)
Long-term debt ⁽³⁾	(2,304.7		)
Deferred tax liability	(528.1		)
Non-current liabilities	(40.7		)
Total purchase price	$	11,875.5


⁽¹⁾	Includes $1,947.6 million of merchant float and $511.1 million of other restricted cash.


⁽²⁾	Includes $118.6 million of dividend payable to reflect the special dividend granted to the shareholders of Legacy Worldpay.


⁽³⁾	Includes $1,649.9 million of debt which was paid off subsequent to the completion of acquisition.

The above estimated fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities, but the potential for measurement period adjustments exists based on the Company’s continuing review of matters related to the acquisition. The Company expects to complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date.

Intangible assets primarily consist of customer relationship assets, software and a trade name with weighted average estimated useful lives of 8.5 years, 6.5 years and 10 years, respectively.

For the six months ended June 30, 2018, the Company incurred transaction expenses of approximately $120.9 million in conjunction with the acquisition of Legacy Worldpay. All transaction costs incurred for the six months ended June 30, 2018 are included in general and administrative expenses on the accompanying consolidated statement of income.

Under the terms of the Legacy Worldpay transaction agreement, the Company replaced equity awards held by certain employees of Legacy Worldpay. The fair value of the replacement awards was approximately $82.4 million. The portion of the fair value of the replacement awards related to the services provided prior to the acquisition of approximately $44.2 million was part of the consideration transferred to acquire Legacy Worldpay. The remaining portion of the fair value is associated with future service and will be recognized as expense over the future service period.

Unaudited Pro Forma Results Giving Effect to the Legacy Worldpay Acquisition

The following unaudited pro forma combined financial information presents the Company’s results of operations for the three and six months ended June 30, 2018 and 2017, as if the acquisition had occurred on January 1, 2017 (in millions, except per share amounts).



	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018		2017
	(Actual)			(Pro forma)		(Pro forma)		(Pro forma)
Total revenue⁽¹⁾	$	1,006.8		$	1,533.2	$	1,921.3	$	2,950.1
Net (loss) income attributable to Worldpay, Inc.	(2.9		)	14.0		47.5		(167.9		)
Net (loss) income per share attributable to Worldpay, Inc. Class A common stock:
Basic	$	(0.01	)	$	0.05	$	0.17	$	(0.57	)
Diluted	$	(0.01	)	$	0.05	$	0.17	$	(0.57	)
Shares used in computing net (loss) income per share of Class A common stock:
Basic	296,204,304			294,833,838		284,868,484		294,639,659
Diluted	296,204,304			296,077,762		286,984,860		294,639,659


⁽¹⁾	Revenue for the three and six months ended June 30, 2017 presented in the table above is prior to the Company’s adoption of ASC 606, which presents network fees and other costs net within revenue.

The unaudited pro forma results include certain pro forma adjustments that were directly attributable to the acquisition as follows:

•additional amortization expense that would have been recognized relating to the acquired intangible assets; and


•	adjustment to interest expense to reflect the additional borrowings of the Company in conjunction with the acquisition and removal of Legacy Worldpay debt.


•	a reduction in expenses for the three and six months ended June 30, 2018 and a corresponding increase in the three and six months ended June 30, 2017 for acquisition-related transaction costs and debt refinancing costs incurred by the Company.

Acquisition of Paymetric Holdings, Inc.

On May 25, 2017, the Company completed the acquisition of Paymetric Holdings, Inc. (“Paymetric”) by acquiring 100% of the issued and outstanding shares. Paymetric automates business-to-business payment workflows within enterprise systems and tokenizes payments data within these systems in order to enable secure storage of customer information and history. This acquisition helps to further accelerate the Company’s growth.

The acquisition was accounted for as a business combination under ASC 805, Business Combinations (“ASC 805”). The purchase price was allocated to the assets acquired and the liabilities assumed based on the estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, of which approximately $7.8 million is deductible for tax purposes. Goodwill, assigned to Merchant Solutions, consists primarily of the acquired workforce and growth opportunities, none of which qualify as an intangible asset. The final purchase price allocation is as follows (in millions):



Cash acquired	$	11.9
Current assets	6.5
Property, equipment and software	92.1
Intangible assets	47.8
Goodwill	433.8
Other assets	0.1
Current liabilities	(18.3		)
Deferred tax liability	(22.0		)
Non-current liabilities	(8.5		)
Total purchase price	$	543.4

Under the terms of the Paymetric transaction agreement, the Company replaced employee stock options held by certain employees of Paymetric. The number of replacement awards was based on options outstanding at the acquisition date. The fair value of the replacement awards was $8.0 million and was calculated on the acquisition date using the Black-Scholes option pricing model. The portion of the fair value of the replacement awards related to the services provided prior to the acquisition of $5.9 million was part of the consideration transferred to acquire Paymetric. The remaining portion of the fair value is associated with future service and will be recognized as expense over the future service period.

The pro forma results of the Company reflecting the acquisition of Paymetric were not material to the Company’s financial results and therefore have not been presented.

GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2018

GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill for the six months ended June 30, 2018 are as follows (in millions):



	Consolidated Total
Balance as of December 31, 2017	$	4,173.0
Goodwill attributable to acquisition of Paymetric ⁽¹⁾	(0.2		)
Goodwill attributable to acquisition of Legacy Worldpay ⁽²⁾	10,647.3
Balance as of June 30, 2018	$	14,820.1


⁽¹⁾	Amount represents adjustments to goodwill associated with the acquisition of Paymetric as of the finalization of purchase accounting.


⁽²⁾	Amount of goodwill attributable to the acquisition, including its allocation to reportable segments, is preliminary and subject to change. Includes $12.2 million of foreign currency translation movement since the acquisition date.

As discussed in Note 11 - Segment Information, during the first quarter of 2018, the Company reorganized its reportable segments. In connection with this change, the Company is in the process of reallocating goodwill to the new reporting units using a relative fair value approach.

As of June 30, 2018 and December 31, 2017, the Company’s finite lived intangible assets consisted of the following (in millions):



	June 30, 2018		December 31, 2017
Customer relationship intangible assets	$	4,485.4	$	1,712.7
Trade name	358.2		—
Customer portfolios and related assets	304.6		249.8
Patents	1.8		1.6
	5,150.0		1,964.1
Less accumulated amortization on:
Customer relationship intangible assets	1,469.1		1,156.4
Customer portfolios and related assets	157.1		129.2
Trade name	17.9		—
	1,644.1		1,285.6
Intangible assets, net	$	3,505.9	$	678.5

Customer portfolios and related assets acquired during the six months ended June 30, 2018 have weighted-average amortization periods of 4.6 years. Amortization expense on intangible assets for the three months ended June 30, 2018 and 2017 was $217.2 million and $56.1 million respectively. Amortization expense on intangible assets for the six months ended June 30, 2018 and 2017 was $367.0 million and $111.3 million respectively.

The estimated amortization expense of intangible assets for the remainder of 2018 and the next five years is as follows (in millions):



Six months ended December 31, 2018	$	378.6
2019	684.8
2020	549.3
2021	448.2
2022	385.2
2023	334.8

- 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, 2018

Debt Disclosure [Abstract]

LONG-TERM DEBT

As of June 30, 2018 and December 31, 2017, the Company’s long-term debt consisted of the following (in millions):



	June 30, 2018			December 31, 2017
Term A loan, maturing in January 2023⁽¹⁾	$	3,356.1		$	2,166.7
Term A loan, maturing in October 2021⁽²⁾	—			179.2
Term A loan, maturing in January 2023 ⁽³⁾	631.4			—
Term B loan, maturing in October 2023⁽⁴⁾	653.7			757.4
Term B loan, maturing in August 2024⁽⁵⁾	1,750.7			1,270.0
Senior Unsecured Dollar Notes, maturing in November 2025⁽⁶⁾	500.0			500.0
Senior Unsecured Sterling Notes, maturing in November 2025⁽⁷⁾	616.4			635.2
Senior Unsecured Euro Note, maturing in November 2022⁽⁸⁾	634.5			—
Leasehold mortgage, expiring on August 10, 2021⁽⁹⁾	10.1			10.1
Revolving credit facility, expiring in January 2023	—			225.0
Less: Current portion of notes payable	(226.6		)	(107.9		)
Less: Original issue discount	(7.3		)	(3.0		)
Less: Debt issuance costs	(58.1		)	(46.3		)
Notes payable	$	7,860.9		$	5,586.4

⁽¹⁾

Interest at a variable base rate (LIBOR) plus a spread rate (175 basis points) (total rate of 3.79% at June 30, 2018) and amortizing on a basis of 1.25% per quarter during each of the first twelve quarters (June 2018 through March 2021), 1.875% per quarter during the next four quarters (June 2021 through March 2022) and 2.50% per quarter during the next three quarters (June 2022 through December 2022) with a balloon payment due at maturity.


⁽²⁾	Outstanding principal balance paid down using the proceeds from the GBP Term Loan A financing as part of the June 22, 2018 amendment to the Existing Loan Agreement. See below for more details.

⁽³⁾

£481 million principal outstanding, translated to U.S dollars at the spot rate of 1.3115 U.S. dollars per Pound Sterling at June 30, 2018. Interest at a variable base rate (GBP LIBOR) plus a spread rate (175 basis points) (total rate of 2.25% at June 30, 2018) and amortizing on a basis of 1.25% per quarter during each of the first twelve quarters (June 2018 through March 2021), 1.875% per quarter during the next four quarters (June 2021 through March 2022) and 2.50% per quarter during the next three quarters (June 2022 through December 2022) with a balloon payment due at maturity.


⁽⁴⁾	Interest payable at a variable base rate (LIBOR) plus a spread rate (175 basis points) (total rate of 3.79% at June 30, 2018) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.


⁽⁵⁾	Interest payable at a variable base rate (LIBOR) plus a spread rate (175 basis points) (total rate of 3.79% at June 30, 2018) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.


⁽⁶⁾	$500 million principal senior unsecured notes with interest payable semi-annually at a fixed rate of 4.375% and principal due upon maturity.


⁽⁷⁾	£470 million principal senior unsecured notes with interest payable semi-annually at a fixed rate of 3.875% and principal due upon maturity. The spot rate of 1.3115 U.S. dollars per Pound Sterling at June 30, 2018 was used to translate the Note to U.S. dollars.


⁽⁸⁾	€500 million principal senior unsecured note with interest payable semi-annually at a fixed rate of 3.75% and principal due upon maturity. The spot rate of 1.1624 U.S. dollars per Euro at June 30, 2018 was used to translate the Note to U.S. dollars. Includes remaining unamortized fair value premium of $53.4 million at June 30, 2018.


⁽⁹⁾	Interest payable monthly at a fixed rate of 6.22%.

2018 Debt Activity

The closing of the Legacy Worldpay acquisition on January 16, 2018 resulted in the effectiveness of several debt amendments to the Company’s loan agreement entered into prior to the closing. The resulting incremental funding and availability was as follows:


•	$1,605 million of additional Term A loans maturing in January 2023


•	$535 million of additional Term B loans maturing in August 2024


•	$600 million of additional revolving credit commitments, resulting in total available revolving credit of $1,250 million


•	$594.5 million backstop (expired on June 15, 2018)

As a result of the closing of the Legacy Worldpay acquisition, the Company expensed approximately $56.6 million primarily consisting of the write-offs of unamortized deferred financing fees and original issue discount (“OID”) and fees related to previously committed unused backstop facilities associated with the component of the debt activity accounted for as a debt extinguishment and certain third party costs incurred in connection with the debt activity. Amounts expensed in connection with the refinancing are recorded as a component of non-operating expenses in the accompanying consolidated statement of income for the six months ended June 30, 2018.

On June 22, 2018, the Company amended the Existing Loan Agreement by modifying certain terms of its Term A-5 Loans (January 2023 maturity date), the Term B-3 (October 2023 maturity date) and B-4 Loans (August 2024 maturity date) and Revolving Loans (January 2023 maturity date). The amendment reduced the Company’s interest rate spread on the Term B-3 and B-4 Loans and Revolving Loans by 25 basis points and changed the pricing for the Term A-5 Loans, the immediate effect of which was to lower the interest rate spread on the Term A-5 Loans by 25 basis points.

Although the Company’s total borrowings did not change as a result of the refinancing, the amendment established a new class of Term A-6 Loans of approximately £488 million as a mirror tranche to the Term A-5 Loans under the same terms and pricing. The proceeds of the Term A-6 Loans were used to refinance and replace the existing Term A-3 Loans and certain Term A-5 Loans. In addition, commitments under the Company’s Term A-5 Loans increased by $100 million and the proceeds were used to reduce the existing Term B-3 Loans and Term B-4 Loans, each by $50 million.

As a result of the repricing, the Company expensed approximately $11.4 million primarily consisting of the write-offs of unamortized deferred financing fees and OID, and certain third party costs incurred in connection with the repricing. Amounts expensed in connection with the repricing are recorded as a component of non-operating expenses in the accompanying consolidated statement of income for the three and six months ended June 30, 2018.

Additionally, as a result of new debt being issued in connection with the Company’s acquisition of Legacy Worldpay in January 2018, and the amendment to reprice the Existing Loan Agreement in June 2018, the Company capitalized approximately $23.7 million of deferred financing costs for the six months ended June 30, 2018.

Subsequent to June 30, 2018, the Company received the required consent from the Euro Note holders to relieve reporting requirements associated with those notes, which resulted in a payment of approximately $2.9 million.

2017 Debt Activity

On August 7, 2017, the Company funded the Fifth Third share purchase by amending the Second Amended Loan Agreement to permit Worldpay Holding to obtain approximately $1,270.0 million of additional seven-year term B loans. As a result of this borrowing, the Company capitalized approximately $23.1 million of deferred financing fees during the year ended December 31, 2017.

In connection with the Legacy Worldpay acquisition, on December 7, 2017, the Company priced an offering of $500 million aggregate principal amount of 4.375% senior unsecured notes due 2025 and £470 million aggregate principal amount of 3.875% senior unsecured notes due 2025, listed in the table above. The spot rate of 1.3515 U.S. dollars per Pound Sterling at December 31, 2017 was used to translate the Senior Unsecured Sterling Notes to U.S. dollars. The proceeds received in the connection with the senior unsecured notes offering were held in escrow and restricted as of December 31, 2017 pending the consummation of the acquisition, which subsequently took place on January 16, 2018.

Guarantees and Security

The Company’s debt obligations at June 30, 2018 are unconditional and, with the exception of the Euro Note, are guaranteed by Worldpay Holding and certain of Worldpay 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 Third Amended and Restated Loan Agreement) by a lien on substantially all the tangible and intangible assets of the Company and the aforementioned subsidiaries, including 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 Worldpay Holding and any obligors under the Third Amended and Restated Loan Agreement as well as any real property in excess of $25 million in the aggregate held by Worldpay Holding or any obligors (other than Worldpay Holding), subject to certain exceptions. The Euro Note is guaranteed by Worldpay Group Limited. Additionally, the Euro Note will also be guaranteed by Worldpay LLC as a result of the successful bond consent subsequent to June 30, 2018.

Covenants

There are certain financial and non-financial covenants contained in the Existing 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, 2018, the Company was in compliance with these financial covenants.

DERIVATIVES AND HEDGING ACTIVITIES

6 Months Ended

Jun. 30, 2018

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 June 30, 2018 and December 31, 2017, the Company’s interest rate derivative instruments for this purpose consist of interest rate swaps and interest rate cap agreements. The interest rate swaps hedge the variable rate debt by effectively converting floating-rate payments to fixed-rate payments. The 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.

In May 2018, the Company entered into additional interest rate cap and swap agreements and the Company paid an upfront premium of approximately $8.1 million for the interest rate caps. As of June 30, 2018, the Company’s interest rate cap agreements had a fair value of $37.4 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.

Additionally, during 2017 the Company entered into a deal contingent foreign currency forward contract. The foreign currency forward served as an economic hedge of the pound sterling denominated portion of the purchase price relating to the Legacy Worldpay acquisition. The foreign currency forward was not designated as a hedge for accounting purposes and, as discussed below, was settled in connection with the closing of the Legacy Worldpay acquisition.

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 8 - 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 affect earnings.

Cash Flow Hedges of Interest Rate Risk

The following table presents the Company’s interest rate swaps and caps (in millions):



Derivative	Use of Derivative	Hedge Designation	Notional Value		Exposure Periods	Strike Rate
Interest rate swap	Manage fluctuations in interest rates	Cash flow hedge	$	500	January 2018 to January 2019
Interest rate swap	Manage fluctuations in interest rates	Cash flow hedge	600		June 2018 to January 2021
Interest rate swap	Manage fluctuations in interest rates	Cash flow hedge	500		June 2019 to June 2021
Total			$	1,600

Interest rate cap	Manage fluctuations in interest rates	Cash flow hedge	$	1,000	January 2017 to January 2020	0.75	%
Interest rate cap	Manage fluctuations in interest rates	Cash flow hedge	600		June 2018 to June 2021	2.25	%
Total			$	1,600

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 millions):



	Consolidated Statement of Financial Position Location	June 30, 2018		December 31, 2017
Interest rate contracts	Other current assets	$	17.0	$	9.7
Interest rate contracts	Other long-term assets	20.4		14.7
Interest rate contracts	Other current liabilities	1.2		4.2
Interest rate contracts	Other long-term liabilities	1.3		0.2

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, 2018, the Company estimates that $6.7 million will be reclassified from accumulated other comprehensive income as a decrease 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, 2018 and 2017 (in millions):



	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017			2018			2017
Derivatives in cash flow hedging relationships:
Amount of gain (loss) recognized in OCI (effective portion) ⁽¹⁾	$	3.2	$	(3.0	)	$	9.5		$	(0.3	)
Amount of gain (loss) reclassified from accumulated OCI into earnings (effective portion)	0.2		(3.1		)	(0.4		)	(7.3		)
Amount of gain recognized in earnings ⁽²⁾	—		—			0.1			—


⁽¹⁾	“OCI” represents other comprehensive income.


⁽²⁾	For the three and six months ended June 30, 2018, amount represents hedge ineffectiveness.

Credit Risk Related Contingent Features

As of June 30, 2018, 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 $2.9 million.

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, 2018, the Company had not posted any collateral related to these agreements. If the Company had breached any of these provisions at June 30, 2018, it could have been required to settle its obligations under the agreements at their termination value of $2.9 million.

Deal Contingent Forward

On August 9, 2017, the Company entered into a £1,150 million notional deal contingent forward to economically hedge a portion of the purchase price relating to the Legacy Worldpay acquisition. The deal contingent forward settled upon the closing of the Legacy Worldpay acquisition in January 2018 and the Company recognized a related realized gain of approximately $69.0 million, of which approximately $35.9 million of the gain relates to the six months ended June 30, 2018, which is recorded in non-operating expense.

Net Investment Hedges

To help protect the net investment in foreign operations from adverse changes in foreign currency exchange rates, the Company uses non-derivative financial instruments, such as its foreign currency-denominated debt, as economic hedges of its net investments in its Euro and GBP denominated subsidiaries (see Note 4 - Long-Term Debt for more discussion on the Company’s foreign currency-denominated debt). The Company designated a portion of its Euro denominated debt and 100% of its GBP denominated debt as net investment hedges.

The effective portions of the net investment hedges are recorded in other comprehensive income. During the three and six months ended June 30, 2018, the Company recognized in other comprehensive income pre-tax gain of $47.4 million and $39.9 million, respectively, relating to these net investment hedges. No ineffectiveness was recorded to earnings on the net investment hedges for three months and six months ended June 30, 2018.

CONTROLLING AND NON-CONTROLLING INTERESTS

6 Months Ended

Jun. 30, 2018

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, Worldpay, Inc. owns a controlling interest in Worldpay Holding, and therefore consolidates the financial results of Worldpay Holding and its subsidiaries and records non-controlling interest for the economic interests in Worldpay Holding held by Fifth Third. The Exchange Agreement entered into prior to the Company’s initial public offering (“IPO”) provides for a 1 to 1 ratio between the units of Worldpay Holding and the common stock of Worldpay, Inc.

In May 2014, the Company entered into a joint venture with a bank partner which provides customers a comprehensive suite of payment solutions. Worldpay 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, 2018, Worldpay, Inc.’s interest in Worldpay Holding was 96.71%. Changes in units and related ownership interest in Worldpay Holding are summarized as follows:



	Worldpay, Inc.		Fifth Third		Total
As of December 31, 2017	162,595,981		15,252,826		177,848,807
% of ownership	91.42	%	8.58	%
Shares issued for acquisition, net of shares acquired	133,567,146		—		133,567,146
Fifth Third exchange of Worldpay Holding units for shares of Class A common stock	5,000,000		(5,000,000	)	—
Equity plan activity⁽¹⁾	602,141		—		602,141
As of June 30, 2018	301,765,268		10,252,826		312,018,094
% of ownership	96.71	%	3.29	%


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

The Company issued 134.4 million shares of Class A common stock and acquired approximately 833,000 treasury shares held in a trust for reissuance, in connection with its acquisition of 100% of the issued and outstanding shares of Legacy Worldpay on January 16, 2018.

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

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



	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
Net (loss) income	$	(1.5	)	$	86.9	$	(99.8	)	$	122.2
Items not allocable to non-controlling interests:
Worldpay, Inc. expenses ⁽¹⁾	19.5			11.9		50.1			10.8
Worldpay Holding net income (loss)	$	18.0		$	98.8	$	(49.7	)	$	133.0

Net income (loss) attributable to non-controlling interests of Fifth Third ⁽²⁾	$	0.8		$	17.5	$	(0.2	)	$	23.5
Net income attributable to joint venture non-controlling interest ⁽³⁾	0.6			0.6		0.9			1.0
Total net income attributable to non-controlling interests	$	1.4		$	18.1	$	0.7		$	24.5


⁽¹⁾	Primarily represents income tax expense for the three months ended June 30, 2018 and acquisition related expenses for the six months ended June 30, 2018. Primarily represents income tax expense for the three months and six months ended June 30, 2017.


⁽²⁾	Net income attributable to non-controlling interests of Fifth Third reflects the allocation of Worldpay Holding’s net income based on the proportionate ownership interests in Worldpay 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.

COMMITMENTS, CONTINGENCIES AND GUARANTEES	6 Months Ended
COMMITMENTS, CONTINGENCIES AND GUARANTEES	Jun. 30, 2018
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, except as described below. On April 17, 2017, the Company entered into a preliminary settlement agreement (the “Agreement”) to settle class action litigation filed by plaintiffs in the United States District Court for the Northern District of Georgia (the “Court”) under the caption Champs Sports Bar & Grill Co.et al. v. Mercury Payment Systems, LLC et al. regarding certain legacy business practices of the defendants, Mercury Payment Systems, LLC (“Mercury”) and Global Payments Direct, Inc., dating back to 2009. The Company acquired Mercury on June 13, 2014. Under the terms of the Agreement, in exchange for a release from all claims relating to such legacy business practices from the beginning of the applicable settlement class period through the date of preliminary approval of the settlement, the Company incurred a charge of $38.0 million for the six months ended June 30, 2017 related to the settlement. Final claims data resulted in the Company recording an additional $3.5 million charge for the settlement in the fourth quarter of 2017. While the agreement contains no admission of wrongdoing and the Company believes it has meritorious defenses to the claims, the Company agreed to the structure of the settlement, in order to save costs and avoid the risks of on-going litigation.

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2018

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, 2018 and December 31, 2017 (in millions):



	June 30, 2018						December 31, 2017
	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets:
Interest rate contracts	$	—	$	37.4	$	—	$	—	$	24.4	$	—
Deal contingent foreign currency forward	—		—		—		—		33.1		—
Liabilities:
Interest rate contracts	$	—	$	2.5	$	—	$	—	$	4.4	$	—
Mercury TRA	—		49.9		—		—		100.5		—

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 Measurement, 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, 2018 and December 31, 2017, 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 5 - Derivatives and Hedging Activities for further discussion of the Company’s interest rate contracts.

Deal Contingent Forward

The Company used a foreign currency contract to manage its foreign currency exposure relating to the Worldpay transaction (see Note 5 - Derivatives and Hedging Activities). The fair value of the foreign currency forward was determined using the market standard methodology of discounting the projected settlement value of the instrument. The projected settlement value is based on the expectation of future foreign currency rates derived from observed market interest rate curves. In addition, to comply with the provisions of ASC 820, credit valuation adjustments are incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of its foreign currency forward contract for the effect of nonperformance risk, the Company has considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees.

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 based on estimates of discounted future cash flows associated with the estimated payments to the Mercury TRA Holders. Through 2016, the discount rate was considered a significant unobservable input used in the fair value measurement of the Mercury TRA. However, due to the passage of time, the discount rate is no longer a significant input at June 30, 2018 and December 31, 2017. 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 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, 2018 and December 31, 2017 (in millions):



	June 30, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Liabilities:
Notes payable	$	8,087.5	$	8,081.9	$	5,694.3	$	5,772.1

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 notes 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, 2018

Earnings Per Share [Abstract]

NET INCOME PER SHARE

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

Diluted net (loss) income per share is calculated assuming that Worldpay Holding is a wholly-owned subsidiary of Worldpay, Inc., therefore eliminating the impact of Fifth Third’s non-controlling interest. Pursuant to the Exchange Agreement, the Class B units of Worldpay Holding (“Class B units”), which are held by Fifth Third and represent the non-controlling interest in Worldpay Holding, are convertible into shares of Class A common stock on a one-for-one basis. Based on this conversion feature, diluted net (loss) 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 Worldpay 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.

During the three months and six months ended June 30, 2018, approximately 15.0 million and 15.1 million, respectively, weighted average Class B units of Worldpay Holding were excluded in computing diluted net loss per share because including them would have an antidilutive effect. During the three months and six months ended June 30, 2017, approximately 35.0 million weighted-average dilutive Class B units of Worldpay Holding were excluded in computing diluted net income per share because including them would have an antidilutive effect. As the Class B units of Worldpay 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 six months ended June 30, 2018 and 2017, respectively. As of June 30, 2018 and 2017, there were approximately 10.3 million and 35.0 million Class B units outstanding, respectively.

In addition to the Class B units discussed above, due to the net loss for the three and six months ended June 30, 2018, any potentially dilutive securities were excluded from the denominator in computing dilutive net income per share. Potentially dilutive securities during three and six months ended June 30, 2017 included restricted stock awards, restricted stock units, stock options, performance share awards and ESPP purchase rights.

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 (loss) income per share of Class B common stock have not been presented.

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



	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
Basic:
Net (loss) income attributable to Worldpay, Inc.	$	(2.9	)	$	68.8	$	(100.5	)	$	97.7
Shares used in computing basic net (loss) income per share:
Weighted-average Class A common shares	296,204,304			161,266,692		284,868,484			161,072,513
Basic net (loss) income per share	$	(0.01	)	$	0.43	$	(0.35	)	$	0.61
Diluted:
Consolidated (loss) income before applicable income taxes	$	—		$	—	$	—		$	—
Income tax expense excluding impact of non-controlling interest	—			—		—			—
Net (loss) income attributable to Worldpay, Inc.	$	(2.9	)	$	68.8	$	(100.5	)	$	97.7
Shares used in computing diluted net (loss) income per share:
Weighted-average Class A common shares	296,204,304			161,266,692		284,868,484			161,072,513
Weighted-average Class B units of Worldpay Holding	—			—		—			—
Stock options	—			648,155		—			690,031
Restricted stock awards, restricted stock units and employee stock purchase plan	—			546,878		—			673,659
Performance awards	—			48,891		—			47,112
Diluted weighted-average shares outstanding	296,204,304			162,510,616		284,868,484			162,483,315
Diluted net (loss) income per share	$	(0.01	)	$	0.42	$	(0.35	)	$	0.60

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

6 Months Ended

Jun. 30, 2018

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) (“AOCI”) related to hedging and other activities for the three and six months ended June 30, 2018 and 2017 is presented below (in millions):



				Total Other Comprehensive Income (Loss)
	AOCI Beginning Balance			Pretax Activity			Tax Effect			Net Activity			Attributable to non-controlling interests			Attributable to Worldpay, Inc.			AOCI Ending Balance
Three Months Ended June 30, 2018
Net change in fair value of cash flow hedge recorded in AOCI	$	(9.4	)	$	3.2		$	(0.7	)	$	2.5		$	(0.1	)	$	2.4		$	(7.0	)
Net realized loss on cash flow hedge reclassified into earnings ^(a)	17.2			(0.2		)	—			(0.2		)	—			(0.2		)	17.0
Translation adjustments on net investment hedge recorded in AOCI^(b)	(5.1		)	47.4			(11.1		)	36.3			(2.3		)	34.0			28.9
Foreign currency translation adjustments^(c)	21.1			(108.8		)	—			(108.8		)	5.2			(103.6		)	(82.5		)
Net change	$	23.8		$	(58.4	)	$	(11.8	)	$	(70.2	)	$	2.8		$	(67.4	)	$	(43.6	)

Three Months Ended June 30, 2017
Net change in fair value recorded in accumulated OCI	$	(16.4	)	$	(3.0	)	$	0.9		$	(2.1	)	$	0.5		$	(1.6	)	$	(18.0	)
Net realized loss reclassified into earnings ^(a)	13.8			3.1			(0.9		)	2.2			(0.6		)	1.6			15.4
Net change	$	(2.6	)	$	0.1		$	—		$	0.1		$	(0.1	)	$	—		$	(2.6	)



Six Months Ended June 30, 2018
Net change in fair value of cash flow hedge recorded in AOCI	$	(13.8	)	$	9.5		$	(2.2	)	$	7.3		$	(0.5	)	$	6.8		$	(7.0	)
Net realized loss on cash flow hedge reclassified into earnings ^(a)	16.7			0.4			(0.1		)	0.3			—			0.3			17.0
Translation adjustments on net investment hedge recorded in AOCI^(b)	—			39.9			(9.1		)	30.8			(1.9		)	28.9			28.9
Foreign currency translation adjustments^(c)	—			(86.6		)	—			(86.6		)	4.1			(82.5		)	(82.5		)
Net change	$	2.9		$	(36.8	)	$	(11.4	)	$	(48.2	)	$	1.7		$	(46.5	)	$	(43.6	)

Six Months Ended June 30, 2017
Net change in fair value recorded in accumulated OCI	$	(17.8	)	$	(0.3	)	$	0.1		$	(0.2	)	$	—		$	(0.2	)	$	(18.0	)
Net realized loss reclassified into earnings ^(a)	11.6			7.3			(2.2		)	5.1			(1.3		)	3.8			15.4
Net change	$	(6.2	)	$	7.0		$	(2.1	)	$	4.9		$	(1.3	)	$	3.6		$	(2.6	)

^(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, 2018 and 2017 reflect amounts of losses reclassified from AOCI into earnings, representing the effective portion of the hedging relationships, and are recorded in interest expense-net.


^(b)	See Note 5 - Derivatives and Hedging Activities for more information on net investment hedge activity.


^(c)	There is no tax impact on the foreign translation adjustments due to the Tax Reform impact on distributions, enacted in 2017.

SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

SEGMENT INFORMATION

As a result of changes driven by the Company’s acquisition of Legacy Worldpay, the Company’s reportable segments have changed and the Company has recast the three and six months ended June 30, 2017 segment information to align with the new reportable segments. The new segments are Technology Solutions, Merchant Solutions and Issuer Solutions, which are organized based on the Company’s solution offerings. The reorganization consisted of separating the Company’s former Merchant segment into two separate segments, Technology Solutions and Merchant Solutions, with the Company’s Financial Institutions segment renamed Issuer Solutions. The Company’s Chairman of the Board and Co-Chief Executive Officer is the chief operating decision maker (“CODM”), who evaluates the performance and allocates resources based on the operating results of each segment. The Company’s reportable segments are the same as the Company’s operating segments and there is no aggregation of the Company’s operating segments. Below is a summary of each segment:


•	Technology Solutions - Technology Solutions provides merchant acquiring and payment processing services to a diverse set of merchants that primarily accept payments through eCommerce and integrated payment solutions.


•	Merchant Solutions - Merchant Solutions provides merchant acquiring and payment processing services to a diverse set of merchants that primarily accept payments through an omni-channel solution including terminal based.


•	Issuer Solutions - Issuer Solutions provides card issuer processing, payment network processing, fraud protection and card production to a diverse set of financial institutions, including regional banks, community banks, credit unions and regional PIN networks.

Segment operating results are presented below (in millions). 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 revenue less 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, 2018
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Revenue	$	401.6	$	520.4	$	84.8	$	1,006.8
Network fees and other costs⁽¹⁾	—		—		—		—
Sales and marketing	98.1		179.0		6.3		283.4
Segment profit	$	303.5	$	341.4	$	78.5	$	723.4


⁽¹⁾	For the three months ended June 30, 2018 network fees and other costs are netted within revenue as the result of the Company’s adoption of ASC 606 on January 1, 2018.



	Three Months Ended June 30, 2017
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Revenue	$	307.6	$	579.1	$	112.0	$	998.7
Network fees and other costs	110.4		327.2		31.1		468.7
Sales and marketing	69.5		93.1		5.7		168.3
Segment profit	$	127.7	$	158.8	$	75.2	$	361.7



	Six Months Ended June 30, 2018
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Revenue	$	738.0	$	952.6	$	166.9	$	1,857.5
Network fees and other costs⁽¹⁾	—		—		—		—
Sales and marketing	194.0		342.8		12.6		549.4
Segment profit	$	544.0	$	609.8	$	154.3	$	1,308.1


⁽¹⁾	For the six months ended June 30, 2018 network fees and other costs are netted within revenue as the result of the Company’s adoption of ASC 606 on January 1, 2018.



	Six Months Ended June 30, 2017
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Revenue	$	579.5	$	1,119.2	$	228.2	$	1,926.9
Network fees and other costs	220.1		643.6		63.1		926.8
Sales and marketing	129.7		181.9		11.7		323.3
Segment profit	$	229.7	$	293.7	$	153.4	$	676.8

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



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Total segment profit	$	723.4		$	361.7		$	1,308.1		$	676.8
Less: Other operating costs	(185.5		)	(79.0		)	(340.6		)	(154.9		)
Less: General and administrative	(136.8		)	(50.7		)	(386.9		)	(140.0		)
Less: Depreciation and amortization	(287.9		)	(78.4		)	(495.1		)	(154.5		)
Less: Interest expense—net	(79.9		)	(29.7		)	(155.1		)	(58.9		)
Less: Non-operating expense	(22.0		)	(3.4		)	(30.6		)	(7.5		)
Income (loss) before applicable income taxes	$	11.3		$	120.5		$	(100.2	)	$	161.0

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Basis of Presentation and Consolidation

Use of Estimates

Revenue Recognition

Periods prior to January 1, 2018

Periods commencing January 1, 2018

The Company has contractual agreements with its customers that set forth the general terms and conditions of the relationship including line item pricing, payment terms and contract duration. Revenue is recognized when the obligation under the terms of the Company’s contract with its customer is satisfied. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company generates revenue primarily by processing electronic payment transactions. Set forth below is a description of the Company’s revenue by segment.

Technology Solutions

Technology Solutions provides merchant acquiring and payment processing services to a diverse set of merchants that primarily accept payments through eCommerce and integrated payment solutions.

Merchant Solutions

Merchant Solutions provides merchant acquiring and payment processing services to a diverse set of merchants that primarily accept payments through an omni-channel solution including terminal based.

Issuer Solutions

Performance Obligations

The Company’s revenue from products and services is recognized at a point in time or over time depending on the products or services, with the majority of the revenue recognized at a point in time.

Disaggregation of Revenue

In the following table, revenue is disaggregated by source of revenue (in millions):



	Three Months Ended June 30, 2018
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Major Products and Services
Processing services	$	270.8	$	413.8	$	48.8	$	733.4
Products and services	130.8		106.6		36.0		273.4
Total	$	401.6	$	520.4	$	84.8	$	1,006.8



	Three Months Ended June 30, 2017
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Major Products and Services ⁽¹⁾
Processing services	$	265.6	$	524.4	$	70.5	$	860.5
Products and services	42.0		54.7		41.5		138.2
Total	$	307.6	$	579.1	$	112.0	$	998.7


⁽¹⁾	Revenue for the three months ended June 30, 2017 presented in the table above is prior to the Company’s adoption of ASC 606, which presents network fees and other costs net within revenue.



	Six Months Ended June 30, 2018
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Major Products and Services
Processing services	$	500.9	$	753.8	$	95.6	$	1,350.3
Products and services	237.1		198.8		71.3		507.2
Total	$	738.0	$	952.6	$	166.9	$	1,857.5



	Six Months Ended June 30, 2017
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Major Products and Services ⁽¹⁾
Processing services	$	507.7	$	1,012.4	$	140.4	$	1,660.5
Products and services	71.8		106.8		87.8		266.4
Total	$	579.5	$	1,119.2	$	228.2	$	1,926.9


⁽¹⁾	Revenue for the six months ended June 30, 2017 presented in the table above is prior to the Company’s adoption of ASC 606, which presents network fees and other costs net within revenue.

Processing Services

Products and Services

Products and services revenue is primarily derived from ancillary services such as treasury management and foreign exchange, regulatory compliance, chargebacks and fraud services.

Costs to Obtain and Fulfill a Contract

Contract Balances

Accounts Receivable-net

Contract Liabilities

Remaining Performance Obligations

Changes in Accounting Policies

Expenses

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

•


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


•	Other operating costs primarily consist of salaries and benefits paid to operational and IT personnel, costs associated with operating the Company’s technology platform and data centers, information technology costs for processing transactions, product development costs, software fees and maintenance costs.

•

Share-Based Compensation

For the six months ended June 30, 2018 and 2017 total share-based compensation expense was $56.2 million and $21.5 million, respectively.

Earnings Per Share

Earnings per Share

Income Taxes

Cash and Cash Equivalents



	June 30, 2018		December 31, 2017
Cash and cash equivalents on consolidated statement of financial position	$	367.7	$	126.5
Proceeds from senior unsecured notes - restricted for closing of Worldpay acquisition	—		1,135.2
Other restricted cash (other current assets)	487.5		10.5
Merchant Float	1,873.2		—
Total cash and cash equivalents on consolidated statement of cash flows	$	2,728.4	$	1,272.2

Property and Equipment—net

Property, Equipment and Software—net

Goodwill and Intangible Assets

Settlement Assets and Obligations

Merchant Float and Settlement Assets and Obligations

Derivatives

Foreign Currencies

Related Party Presentation

The Fifth Third related party activity within the Consolidated Statements of Income for the three and six months ended June 30, 2017 is as follows (in millions):



Consolidated Statements of Income Location	Three Months Ended June 30, 2017		Six Months Ended June 30, 2017
Revenue	$	17.2	$	33.4

The Fifth Third related party positions within the Consolidated Statements of Financial Position for the period ending December 31, 2017 are as follows (in millions):



Consolidated Statement of Financial Position Location	December 31, 2017
Assets
Accounts receivable—net	$	0.7
Liabilities
Accounts payable and accrued expenses	$	9.0
Current portion of notes payable	5.4
Current portion of tax receivable agreement obligations	190.2
Notes payable	158.4
Tax receivable agreement obligations	489.8

New Accounting Pronouncements

Segment


•	Technology Solutions - Technology Solutions provides merchant acquiring and payment processing services to a diverse set of merchants that primarily accept payments through eCommerce and integrated payment solutions.


•	Merchant Solutions - Merchant Solutions provides merchant acquiring and payment processing services to a diverse set of merchants that primarily accept payments through an omni-channel solution including terminal based.


•	Issuer Solutions - Issuer Solutions provides card issuer processing, payment network processing, fraud protection and card production to a diverse set of financial institutions, including regional banks, community banks, credit unions and regional PIN networks.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Cash Reconciliation



	June 30, 2018		December 31, 2017
Cash and cash equivalents on consolidated statement of financial position	$	367.7	$	126.5
Proceeds from senior unsecured notes - restricted for closing of Worldpay acquisition	—		1,135.2
Other restricted cash (other current assets)	487.5		10.5
Merchant Float	1,873.2		—
Total cash and cash equivalents on consolidated statement of cash flows	$	2,728.4	$	1,272.2

Disaggregation of Revenue

In the following table, revenue is disaggregated by source of revenue (in millions):



	Three Months Ended June 30, 2018
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Major Products and Services
Processing services	$	270.8	$	413.8	$	48.8	$	733.4
Products and services	130.8		106.6		36.0		273.4
Total	$	401.6	$	520.4	$	84.8	$	1,006.8



	Three Months Ended June 30, 2017
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Major Products and Services ⁽¹⁾
Processing services	$	265.6	$	524.4	$	70.5	$	860.5
Products and services	42.0		54.7		41.5		138.2
Total	$	307.6	$	579.1	$	112.0	$	998.7


⁽¹⁾	Revenue for the three months ended June 30, 2017 presented in the table above is prior to the Company’s adoption of ASC 606, which presents network fees and other costs net within revenue.



	Six Months Ended June 30, 2018
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Major Products and Services
Processing services	$	500.9	$	753.8	$	95.6	$	1,350.3
Products and services	237.1		198.8		71.3		507.2
Total	$	738.0	$	952.6	$	166.9	$	1,857.5



	Six Months Ended June 30, 2017
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Major Products and Services ⁽¹⁾
Processing services	$	507.7	$	1,012.4	$	140.4	$	1,660.5
Products and services	71.8		106.8		87.8		266.4
Total	$	579.5	$	1,119.2	$	228.2	$	1,926.9


⁽¹⁾	Revenue for the six months ended June 30, 2017 presented in the table above is prior to the Company’s adoption of ASC 606, which presents network fees and other costs net within revenue.

Schedule of Related Party Transactions

The Fifth Third related party activity within the Consolidated Statements of Income for the three and six months ended June 30, 2017 is as follows (in millions):



Consolidated Statements of Income Location	Three Months Ended June 30, 2017		Six Months Ended June 30, 2017
Revenue	$	17.2	$	33.4

The Fifth Third related party positions within the Consolidated Statements of Financial Position for the period ending December 31, 2017 are as follows (in millions):



Consolidated Statement of Financial Position Location	December 31, 2017
Assets
Accounts receivable—net	$	0.7
Liabilities
Accounts payable and accrued expenses	$	9.0
Current portion of notes payable	5.4
Current portion of tax receivable agreement obligations	190.2
Notes payable	158.4
Tax receivable agreement obligations	489.8

BUSINESS COMBINATIONS (Tables)

6 Months Ended

Jun. 30, 2018

Worldpay Group, PLC

Schedule of recognized identified assets acquired and liabilities assumed

The preliminary purchase price allocation is as follows (in millions):



Cash acquired	$	576.3
Current assets ⁽¹⁾	4,139.2
Property, equipment and software	561.1
Intangible assets	3,280.1
Goodwill	10,635.1
Other non-current assets	75.6
Current liabilities ⁽²⁾	(4,518.4		)
Long-term debt ⁽³⁾	(2,304.7		)
Deferred tax liability	(528.1		)
Non-current liabilities	(40.7		)
Total purchase price	$	11,875.5


⁽¹⁾	Includes $1,947.6 million of merchant float and $511.1 million of other restricted cash.


⁽²⁾	Includes $118.6 million of dividend payable to reflect the special dividend granted to the shareholders of Legacy Worldpay.


⁽³⁾	Includes $1,649.9 million of debt which was paid off subsequent to the completion of acquisition.

Worldpay Group, PLC Acquisition Pro Forma Information



	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018		2017
	(Actual)			(Pro forma)		(Pro forma)		(Pro forma)
Total revenue⁽¹⁾	$	1,006.8		$	1,533.2	$	1,921.3	$	2,950.1
Net (loss) income attributable to Worldpay, Inc.	(2.9		)	14.0		47.5		(167.9		)
Net (loss) income per share attributable to Worldpay, Inc. Class A common stock:
Basic	$	(0.01	)	$	0.05	$	0.17	$	(0.57	)
Diluted	$	(0.01	)	$	0.05	$	0.17	$	(0.57	)
Shares used in computing net (loss) income per share of Class A common stock:
Basic	296,204,304			294,833,838		284,868,484		294,639,659
Diluted	296,204,304			296,077,762		286,984,860		294,639,659


⁽¹⁾	Revenue for the three and six months ended June 30, 2017 presented in the table above is prior to the Company’s adoption of ASC 606, which presents network fees and other costs net within revenue.

Paymetric Holdings, Inc.

Schedule of recognized identified assets acquired and liabilities assumed

The final purchase price allocation is as follows (in millions):



Cash acquired	$	11.9
Current assets	6.5
Property, equipment and software	92.1
Intangible assets	47.8
Goodwill	433.8
Other assets	0.1
Current liabilities	(18.3		)
Deferred tax liability	(22.0		)
Non-current liabilities	(8.5		)
Total purchase price	$	543.4

GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill

Changes in the carrying amount of goodwill for the six months ended June 30, 2018 are as follows (in millions):



	Consolidated Total
Balance as of December 31, 2017	$	4,173.0
Goodwill attributable to acquisition of Paymetric ⁽¹⁾	(0.2		)
Goodwill attributable to acquisition of Legacy Worldpay ⁽²⁾	10,647.3
Balance as of June 30, 2018	$	14,820.1


⁽¹⁾	Amount represents adjustments to goodwill associated with the acquisition of Paymetric as of the finalization of purchase accounting.


⁽²⁾	Amount of goodwill attributable to the acquisition, including its allocation to reportable segments, is preliminary and subject to change. Includes $12.2 million of foreign currency translation movement since the acquisition date.

Schedule of intangible assets

As of June 30, 2018 and December 31, 2017, the Company’s finite lived intangible assets consisted of the following (in millions):



	June 30, 2018		December 31, 2017
Customer relationship intangible assets	$	4,485.4	$	1,712.7
Trade name	358.2		—
Customer portfolios and related assets	304.6		249.8
Patents	1.8		1.6
	5,150.0		1,964.1
Less accumulated amortization on:
Customer relationship intangible assets	1,469.1		1,156.4
Customer portfolios and related assets	157.1		129.2
Trade name	17.9		—
	1,644.1		1,285.6
Intangible assets, net	$	3,505.9	$	678.5

Schedule of expected amortization expense

The estimated amortization expense of intangible assets for the remainder of 2018 and the next five years is as follows (in millions):



Six months ended December 31, 2018	$	378.6
2019	684.8
2020	549.3
2021	448.2
2022	385.2
2023	334.8

LONG-TERM DEBT (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Schedule of the Company's Debt

As of June 30, 2018 and December 31, 2017, the Company’s long-term debt consisted of the following (in millions):



	June 30, 2018			December 31, 2017
Term A loan, maturing in January 2023⁽¹⁾	$	3,356.1		$	2,166.7
Term A loan, maturing in October 2021⁽²⁾	—			179.2
Term A loan, maturing in January 2023 ⁽³⁾	631.4			—
Term B loan, maturing in October 2023⁽⁴⁾	653.7			757.4
Term B loan, maturing in August 2024⁽⁵⁾	1,750.7			1,270.0
Senior Unsecured Dollar Notes, maturing in November 2025⁽⁶⁾	500.0			500.0
Senior Unsecured Sterling Notes, maturing in November 2025⁽⁷⁾	616.4			635.2
Senior Unsecured Euro Note, maturing in November 2022⁽⁸⁾	634.5			—
Leasehold mortgage, expiring on August 10, 2021⁽⁹⁾	10.1			10.1
Revolving credit facility, expiring in January 2023	—			225.0
Less: Current portion of notes payable	(226.6		)	(107.9		)
Less: Original issue discount	(7.3		)	(3.0		)
Less: Debt issuance costs	(58.1		)	(46.3		)
Notes payable	$	7,860.9		$	5,586.4

⁽¹⁾


⁽²⁾	Outstanding principal balance paid down using the proceeds from the GBP Term Loan A financing as part of the June 22, 2018 amendment to the Existing Loan Agreement. See below for more details.

⁽³⁾


⁽⁴⁾	Interest payable at a variable base rate (LIBOR) plus a spread rate (175 basis points) (total rate of 3.79% at June 30, 2018) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.


⁽⁵⁾	Interest payable at a variable base rate (LIBOR) plus a spread rate (175 basis points) (total rate of 3.79% at June 30, 2018) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.


⁽⁶⁾	$500 million principal senior unsecured notes with interest payable semi-annually at a fixed rate of 4.375% and principal due upon maturity.


⁽⁷⁾	£470 million principal senior unsecured notes with interest payable semi-annually at a fixed rate of 3.875% and principal due upon maturity. The spot rate of 1.3115 U.S. dollars per Pound Sterling at June 30, 2018 was used to translate the Note to U.S. dollars.


⁽⁸⁾	€500 million principal senior unsecured note with interest payable semi-annually at a fixed rate of 3.75% and principal due upon maturity. The spot rate of 1.1624 U.S. dollars per Euro at June 30, 2018 was used to translate the Note to U.S. dollars. Includes remaining unamortized fair value premium of $53.4 million at June 30, 2018.


⁽⁹⁾	Interest payable monthly at a fixed rate o

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21475-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=64930739&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28541-108399

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21521-112644

+ Details

DERIVATIVES AND HEDGING ACTIVITIES (Tables)

6 Months Ended

Jun. 30, 2018

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 millions):



	Consolidated Statement of Financial Position Location	June 30, 2018		December 31, 2017
Interest rate contracts	Other current assets	$	17.0	$	9.7
Interest rate contracts	Other long-term assets	20.4		14.7
Interest rate contracts	Other current liabilities	1.2		4.2
Interest rate contracts	Other long-term liabilities	1.3		0.2

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,
	2018		2017			2018			2017
Derivatives in cash flow hedging relationships:
Amount of gain (loss) recognized in OCI (effective portion) ⁽¹⁾	$	3.2	$	(3.0	)	$	9.5		$	(0.3	)
Amount of gain (loss) reclassified from accumulated OCI into earnings (effective portion)	0.2		(3.1		)	(0.4		)	(7.3		)
Amount of gain recognized in earnings ⁽²⁾	—		—			0.1			—


⁽¹⁾	“OCI” represents other comprehensive income.


⁽²⁾	For the three and six months ended June 30, 2018, amount represents hedge ineffectiveness.

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

6 Months Ended

Jun. 30, 2018

Noncontrolling Interest [Abstract]

Schedule of changes in units and related ownership interest

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



	Worldpay, Inc.		Fifth Third		Total
As of December 31, 2017	162,595,981		15,252,826		177,848,807
% of ownership	91.42	%	8.58	%
Shares issued for acquisition, net of shares acquired	133,567,146		—		133,567,146
Fifth Third exchange of Worldpay Holding units for shares of Class A common stock	5,000,000		(5,000,000	)	—
Equity plan activity⁽¹⁾	602,141		—		602,141
As of June 30, 2018	301,765,268		10,252,826		312,018,094
% of ownership	96.71	%	3.29	%


⁽¹⁾	Includes stock issued under the equity plans less Class A common stock withheld to satisfy employee tax withholding obligations upon vesting or exercise of employee equity awards 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 millions):



	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
Net (loss) income	$	(1.5	)	$	86.9	$	(99.8	)	$	122.2
Items not allocable to non-controlling interests:
Worldpay, Inc. expenses ⁽¹⁾	19.5			11.9		50.1			10.8
Worldpay Holding net income (loss)	$	18.0		$	98.8	$	(49.7	)	$	133.0

Net income (loss) attributable to non-controlling interests of Fifth Third ⁽²⁾	$	0.8		$	17.5	$	(0.2	)	$	23.5
Net income attributable to joint venture non-controlling interest ⁽³⁾	0.6			0.6		0.9			1.0
Total net income attributable to non-controlling interests	$	1.4		$	18.1	$	0.7		$	24.5


⁽¹⁾	Primarily represents income tax expense for the three months ended June 30, 2018 and acquisition related expenses for the six months ended June 30, 2018. Primarily represents income tax expense for the three months and six months ended June 30, 2017.


⁽²⁾	Net income attributable to non-controlling interests of Fifth Third reflects the allocation of Worldpay Holding’s net income based on the proportionate ownership interests in Worldpay 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.

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2018

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, 2018 and December 31, 2017 (in millions):



	June 30, 2018						December 31, 2017
	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets:
Interest rate contracts	$	—	$	37.4	$	—	$	—	$	24.4	$	—
Deal contingent foreign currency forward	—		—		—		—		33.1		—
Liabilities:
Interest rate contracts	$	—	$	2.5	$	—	$	—	$	4.4	$	—
Mercury TRA	—		49.9		—		—		100.5		—

Schedule of carrying amounts and estimated fair values for assets and liabilities, excluding assets and liabilities measured at fair value on a recurring basis



	June 30, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Liabilities:
Notes payable	$	8,087.5	$	8,081.9	$	5,694.3	$	5,772.1

NET INCOME PER SHARE (Tables)

6 Months Ended

Jun. 30, 2018

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 (loss) income per share (in millions, except share data):



	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
Basic:
Net (loss) income attributable to Worldpay, Inc.	$	(2.9	)	$	68.8	$	(100.5	)	$	97.7
Shares used in computing basic net (loss) income per share:
Weighted-average Class A common shares	296,204,304			161,266,692		284,868,484			161,072,513
Basic net (loss) income per share	$	(0.01	)	$	0.43	$	(0.35	)	$	0.61
Diluted:
Consolidated (loss) income before applicable income taxes	$	—		$	—	$	—		$	—
Income tax expense excluding impact of non-controlling interest	—			—		—			—
Net (loss) income attributable to Worldpay, Inc.	$	(2.9	)	$	68.8	$	(100.5	)	$	97.7
Shares used in computing diluted net (loss) income per share:
Weighted-average Class A common shares	296,204,304			161,266,692		284,868,484			161,072,513
Weighted-average Class B units of Worldpay Holding	—			—		—			—
Stock options	—			648,155		—			690,031
Restricted stock awards, restricted stock units and employee stock purchase plan	—			546,878		—			673,659
Performance awards	—			48,891		—			47,112
Diluted weighted-average shares outstanding	296,204,304			162,510,616		284,868,484			162,483,315
Diluted net (loss) income per share	$	(0.01	)	$	0.42	$	(0.35	)	$	0.60

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

6 Months Ended

Jun. 30, 2018

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 Worldpay, Inc.			AOCI Ending Balance
Three Months Ended June 30, 2018
Net change in fair value of cash flow hedge recorded in AOCI	$	(9.4	)	$	3.2		$	(0.7	)	$	2.5		$	(0.1	)	$	2.4		$	(7.0	)
Net realized loss on cash flow hedge reclassified into earnings ^(a)	17.2			(0.2		)	—			(0.2		)	—			(0.2		)	17.0
Translation adjustments on net investment hedge recorded in AOCI^(b)	(5.1		)	47.4			(11.1		)	36.3			(2.3		)	34.0			28.9
Foreign currency translation adjustments^(c)	21.1			(108.8		)	—			(108.8		)	5.2			(103.6		)	(82.5		)
Net change	$	23.8		$	(58.4	)	$	(11.8	)	$	(70.2	)	$	2.8		$	(67.4	)	$	(43.6	)

Three Months Ended June 30, 2017
Net change in fair value recorded in accumulated OCI	$	(16.4	)	$	(3.0	)	$	0.9		$	(2.1	)	$	0.5		$	(1.6	)	$	(18.0	)
Net realized loss reclassified into earnings ^(a)	13.8			3.1			(0.9		)	2.2			(0.6		)	1.6			15.4
Net change	$	(2.6	)	$	0.1		$	—		$	0.1		$	(0.1	)	$	—		$	(2.6	)



Six Months Ended June 30, 2018
Net change in fair value of cash flow hedge recorded in AOCI	$	(13.8	)	$	9.5		$	(2.2	)	$	7.3		$	(0.5	)	$	6.8		$	(7.0	)
Net realized loss on cash flow hedge reclassified into earnings ^(a)	16.7			0.4			(0.1		)	0.3			—			0.3			17.0
Translation adjustments on net investment hedge recorded in AOCI^(b)	—			39.9			(9.1		)	30.8			(1.9		)	28.9			28.9
Foreign currency translation adjustments^(c)	—			(86.6		)	—			(86.6		)	4.1			(82.5		)	(82.5		)
Net change	$	2.9		$	(36.8	)	$	(11.4	)	$	(48.2	)	$	1.7		$	(46.5	)	$	(43.6	)

Six Months Ended June 30, 2017
Net change in fair value recorded in accumulated OCI	$	(17.8	)	$	(0.3	)	$	0.1		$	(0.2	)	$	—		$	(0.2	)	$	(18.0	)
Net realized loss reclassified into earnings ^(a)	11.6			7.3			(2.2		)	5.1			(1.3		)	3.8			15.4
Net change	$	(6.2	)	$	7.0		$	(2.1	)	$	4.9		$	(1.3	)	$	3.6		$	(2.6	)

^(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, 2018 and 2017 reflect amounts of losses reclassified from AOCI into earnings, representing the effective portion of the hedging relationships, and are recorded in interest expense-net.


^(b)	See Note 5 - Derivatives and Hedging Activities for more information on net investment hedge activity.


^(c)	There is no tax impact on the foreign translation adjustments due to the Tax Reform impact on distributions, enacted in 2017.

SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

Schedule of results of operations for each segment

Segment profit reflects revenue less 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, 2018
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Revenue	$	401.6	$	520.4	$	84.8	$	1,006.8
Network fees and other costs⁽¹⁾	—		—		—		—
Sales and marketing	98.1		179.0		6.3		283.4
Segment profit	$	303.5	$	341.4	$	78.5	$	723.4


⁽¹⁾	For the three months ended June 30, 2018 network fees and other costs are netted within revenue as the result of the Company’s adoption of ASC 606 on January 1, 2018.



	Three Months Ended June 30, 2017
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Revenue	$	307.6	$	579.1	$	112.0	$	998.7
Network fees and other costs	110.4		327.2		31.1		468.7
Sales and marketing	69.5		93.1		5.7		168.3
Segment profit	$	127.7	$	158.8	$	75.2	$	361.7



	Six Months Ended June 30, 2018
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Revenue	$	738.0	$	952.6	$	166.9	$	1,857.5
Network fees and other costs⁽¹⁾	—		—		—		—
Sales and marketing	194.0		342.8		12.6		549.4
Segment profit	$	544.0	$	609.8	$	154.3	$	1,308.1


⁽¹⁾	For the six months ended June 30, 2018 network fees and other costs are netted within revenue as the result of the Company’s adoption of ASC 606 on January 1, 2018.



	Six Months Ended June 30, 2017
	Technology Solutions		Merchant Solutions		Issuer Solutions		Total
Revenue	$	579.5	$	1,119.2	$	228.2	$	1,926.9
Network fees and other costs	220.1		643.6		63.1		926.8
Sales and marketing	129.7		181.9		11.7		323.3
Segment profit	$	229.7	$	293.7	$	153.4	$	676.8

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 millions):



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Total segment profit	$	723.4		$	361.7		$	1,308.1		$	676.8
Less: Other operating costs	(185.5		)	(79.0		)	(340.6		)	(154.9		)
Less: General and administrative	(136.8		)	(50.7		)	(386.9		)	(140.0		)
Less: Depreciation and amortization	(287.9		)	(78.4		)	(495.1		)	(154.5		)
Less: Interest expense—net	(79.9		)	(29.7		)	(155.1		)	(58.9		)
Less: Non-operating expense	(22.0		)	(3.4		)	(30.6		)	(7.5		)
Income (loss) before applicable income taxes	$	11.3		$	120.5		$	(100.2	)	$	161.0

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business (Details)	Jun. 30, 2018
Description of Business [Abstract]
Number of Payment Methods	300
Number of Transaction Currencies	126
Number of Countries in which Entity Operates	146

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation (Details) shares in Millions, $ in Millions	6 Months Ended
	Jun. 30, 2018 USD ($) shares
Principles of consolidation
Issuance of tax receivable agreements \| $	$ 33.9
Fifth Third
Principles of consolidation
Issuance of Tax Receivable Agreements \| $	120.9
Deferred Tax Assets due to Fifth Third Stock Sale \| $	87.0
Issuance of tax receivable agreements \| $	$ 33.9
Class B Common Stock
Principles of consolidation
Fifth Third Class B Units Sale \| shares	5.0
Class B Common Stock \| Common Stock
Principles of consolidation
Fifth Third Class B Units Sale \| shares	5.0
Class A Common Stock
Principles of consolidation
Fifth Third Class B Units Sale \| shares	5.0
Class A Common Stock \| Common Stock
Principles of consolidation
Fifth Third Class B Units Sale \| shares	5.0

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Share Repurchase Program (Details) - Class A Common Stock - October 2016 Authorized Share Repurchase Program - USD ($) $ in Millions	Jun. 30, 2018	Oct. 25, 2016
Capital Stock
Stock Repurchase Program, Authorized Amount		$ 250
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 243

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
	Jan. 01, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Segment Reporting Information
Revenue from Related Parties			$ 17.2		$ 33.4
Revenue from Processing Service		$ 733.4	860.5	$ 1,350.3	1,660.5
Revenue from Products and Services		273.4	138.2	507.2	266.4
Accounts receivable—net		1,577.6		1,577.6		$ 986.6
Revenue under ASC 606		1,006.8	998.7	1,857.5	1,926.9
Revenue under ASC 605		1,689.4		3,161.9
Network fess and other costs recorded as revenue		682.6		1,304.4
Cumulative catch-up adjustment to revenue due to ASC 606	$ 28.8
Cumulative effect of accounting change on equity	$ 22.3					22.3	$ 0.5
Capitalized contract cost		34.3		34.3
Capitalized Contract Cost, Amortization		2.6		5.1
Conversion Costs related to Processing Service Revenue		35.2		35.2		$ 21.1
Amortization of Capitalized Conversion Costs related to Processing Services		1.5	0.7	2.4	1.1
Technology Solutions
Segment Reporting Information
Revenue from Processing Service		270.8	265.6	500.9	507.7
Revenue from Products and Services		130.8	42.0	237.1	71.8
Revenue under ASC 606		401.6	307.6	738.0	579.5
Merchant Solutions
Segment Reporting Information
Revenue from Processing Service		413.8	524.4	753.8	1,012.4
Revenue from Products and Services		106.6	54.7	198.8	106.8
Revenue under ASC 606		520.4	579.1	952.6	1,119.2
Issuer Solutions
Segment Reporting Information
Revenue from Processing Service		48.8	70.5	95.6	140.4
Revenue from Products and Services		36.0	41.5	71.3	87.8
Revenue under ASC 606		$ 84.8	$ 112.0	$ 166.9	$ 228.2
Minimum
Segment Reporting Information
Capitalized Contract Cost, Amortization Period		3 years
Maximum
Segment Reporting Information
Capitalized Contract Cost, Amortization Period		10 years

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Share Based Compensations (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award
Share-based compensation expense	$ 56.2	$ 21.5

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Income Taxes (Details) - USD ($)	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Accounting Policies [Abstract]
Valuation allowance against deferred assets	$ 12,900,000	$ 12,900,000		$ 0
Effective Income Tax Rate		0.40%	24.10%
Deferred tax related to change in state tax laws		$ 9,600,000
Corporate tax rate	21.00%			35.00%

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents (Details) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Cash and cash equivalents on consolidated statements of financial position	$ 367.7	$ 126.5
Proceeds from senior unsecured note - restricted for Legacy Worldpay acquisition	0.0	1,135.2
Other restricted cash	487.5	10.5
Merchant float	1,873.2	0.0
Cash and cash equivalents on cash flow statement	$ 2,728.4	$ 1,272.2	$ 119.9	$ 139.1

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Property and Equipment (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ 441.1	$ 372.1
Building and improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	15 years
Building and improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	40 years
Furniture and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	2 years
Furniture and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	10 years
Software \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Software \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	8 years
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	10 years
Internally Developed Software Costs \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Internally Developed Software Costs \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	8 years

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Related Party Transaction (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017	Dec. 31, 2017
Related Party Transaction
Revenue from Related Parties	$ 17.2	$ 33.4
Accounts Receivable, Related Parties			$ 0.7
Related party payable			9.0
Current portion of note payable to related party			5.4
Current portion of tax receivable agreement obligations to related parties			190.2
Notes Payable, Related Parties, Noncurrent			158.4
Tax Receivable Agreements Obligation to Related Parties Long Term Portion			$ 489.8

BUSINESS COMBINATIONS Worldpay Acqisition (Details) - USD ($)
$ / shares in Units, $ in Millions

3 Months Ended

6 Months Ended

Jan. 16, 2018

Jun. 30, 2018

Jun. 30, 2017

Jun. 30, 2018

Jun. 30, 2017

Dec. 31, 2017

Issuance of Class A common stock for acquisition, value

$ 10,364.8

Goodwill

$ 14,820.1

14,820.1

$ 4,173.0

Merchant float

1,873.2

0.0

Other restricted cash

487.5

$ 10.5

Worldpay Group, PLC

Percentage of voting interests acquired

100.00%

Total Legacy Worldpay purchase price

$ 11,900.0

Cash payments to acquire Worldpay

$ 1,500.0

Issuance of Class A common stock for acquisition, shares

133,600,000

Issuance of Class A common stock for acquisition, value

$ 10,400.0

Share price of Class A common stock issued for acquisition

$ 77.60

Property, equipment and software

Cash acquired

$ 576.3

Current assets

^[1]

4,139.2

561.1

3,280.1

10,635.1

75.6

^[2]

(4,518.4)

Long-term debt

^[3]

(2,304.7)

Deferred tax liabilities

(528.1)

Non-current liabilities

(40.7)

Total purchase price

11,875.5

Merchant float

1,947.6

Other restricted cash

511.1

Special dividend payable assumed in acquisition

118.6

Payment of long-term debt assumed in business acquisition

1,649.9

Incurred expenses from acquisition

120.9

Business Acquisition, Pro Forma Information [Abstract]

Total revenue

^[4]

1,006.8

$ 1,533.2

1,921.3

$ 2,950.1

Net (loss) income attributable to Worldpay, Inc.

$ (2.9)

$ 14.0

$ 47.5

$ (167.9)

Net loss per share attributable to Worldpay, Inc. Class A common stock

Basic

$ (0.01)

$ 0.05

$ 0.17

$ (0.57)

Diluted

$ (0.01)

$ 0.05

$ 0.17

$ (0.57)

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

Basic

296,204,304

294,833,838

284,868,484

294,639,659

Diluted

296,204,304

296,077,762

286,984,860

294,639,659

Fair value of replacement awards

82.4

Fair value of replacement awards related to services provided prior to the acquisition

$ 44.2

Customer relationships

Finite-lived intangible assets acquired, weighted average useful life

8 years 6 months

4 years 7 months 6 days

Software

Finite-lived intangible assets acquired, weighted average useful life

6 years 6 months

Trade Names

Finite-lived intangible assets acquired, weighted average useful life

10 years

[1]	Includes $1,947.6 million of merchant float and $511.1 million of other restricted cash.
[2]	Includes $118.6 million of dividend payable to reflect the special dividend granted to the shareholders of Legacy Worldpay.
[3]	Includes $1,649.9 million of debt which was paid off subsequent to the completion of acquisition.
[4]	Revenue for the three and six months ended June 30, 2017 presented in the table above is prior to the Company’s adoption of ASC 606, which presents network fees and other costs net within revenue.

BUSINESS COMBINATIONS Paymetric Acquisition (Details) - USD ($) $ in Millions	May 25, 2017	Jun. 30, 2018	Dec. 31, 2017
Purchase Price Allocation
Goodwill		$ 14,820.1	$ 4,173.0
Paymetric Holdings, Inc.
Business Acquisition
Percentage of voting interests acquired	100.00%
Goodwill deductible for tax purposes	$ 7.8
Purchase Price Allocation
Cash acquired	11.9
Current assets	6.5
Property, equipment and software	92.1
Intangible assets	47.8
Goodwill	433.8
Other assets	0.1
Current liabilities	(18.3)
Deferred tax liabilities	(22.0)
Non-current liabilities	(8.5)
Total purchase price	543.4
Restricted Stock \| Paymetric Holdings, Inc.
Purchase Price Allocation
Fair value of replacement awards	8.0
Fair value of replacement awards related to services provided prior to the acquisition	$ 5.9

GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Millions	6 Months Ended
	Jun. 30, 2018 USD ($)
Goodwill
Goodwill at beginning of period	$ 4,173.0
Goodwill at end of period	14,820.1
Paymetric Holdings, Inc.
Goodwill
Goodwill attributable to acquisition	(0.2)
Worldpay Group, PLC
Goodwill
Foreign currency translation movement on Goodwill	12.2
Goodwill
Goodwill attributable to acquisition	$ (10,647.3)

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
	Jan. 16, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Finite-Lived Intangible Assets
Finite-lived intangible assets, gross		$ 5,150.0		$ 5,150.0		$ 1,964.1
Finite-lived intangible assets, accumulated amortization		1,644.1		1,644.1		1,285.6
Intangible assets—net		3,505.9		3,505.9		678.5
Amortization expense on finite lived intangible assets		217.2	$ 56.1	367.0	$ 111.3
Estimate amortization expense of finite lived intangible assets for the next five years
Six months ended December 31, 2018		378.6		378.6
2019		684.8		684.8
2020		549.3		549.3
2021		448.2		448.2
2022		385.2		385.2
2023		334.8		334.8
Customer relationships intangible assets
Finite-Lived Intangible Assets
Finite-lived intangible assets, gross		4,485.4		4,485.4		1,712.7
Finite-lived intangible assets, accumulated amortization		1,469.1		$ 1,469.1		1,156.4
Finite-lived intangible assets acquired, weighted average useful life	8 years 6 months			4 years 7 months 6 days
Customer Portfolios and related assets
Finite-Lived Intangible Assets
Finite-lived intangible assets, gross		358.2		$ 358.2		0.0
Finite-lived intangible assets, accumulated amortization		157.1		157.1		129.2
Trade Names
Finite-Lived Intangible Assets
Finite-lived intangible assets, gross		304.6		304.6		249.8
Finite-lived intangible assets, accumulated amortization		17.9		17.9		0.0
Finite-lived intangible assets acquired, weighted average useful life	10 years
Patents
Finite-Lived Intangible Assets
Finite-lived intangible assets, gross		$ 1.8		$ 1.8		$ 1.6

LONG-TERM DEBT (Details)
€ in Millions, £ in Millions, $ in Millions

3 Months Ended

Jun. 22, 2018

GBP (£)

Jan. 16, 2018

GBP (£)

Jun. 30, 2018

GBP (£)

Mar. 31, 2018

Jun. 30, 2018

USD ($)

Jan. 16, 2018

USD ($)

Jan. 16, 2018

EUR (€)

Dec. 31, 2017

USD ($)

Dec. 07, 2017

GBP (£)

Dec. 07, 2017

USD ($)

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

$ (226.6)

$ (107.9)

Less: Original issue discount

(7.3)

(3.0)

Less: Debt issuance costs

(58.1)

(46.3)

Note payable and note payable to related party

7,860.9

5,586.4

Term A-5 Loan, maturing in January 2023

Term A loan first twelve quarters amortization percentage

^[1]

3,356.1

2,166.7

1.25%

Term A loan next four quarters amortization percentage

1.875%

Term A Loan following three quarters amortization percentage

2.50%

Term A-3 Loan, maturing in October 2021

Sterling Note maturing in January 2023

^[2]

0.0

179.2

Term A loan first twelve quarters amortization percentage

£ 481

631.4

^[3]

1.25%

Term A loan next four quarters amortization percentage

1.875%

Term A Loan following three quarters amortization percentage

2.50%

Face value of debt | £

£ 488

Term B-3 loan, maturing in October 2023

Term B loan amortization percentage

^[4]

653.7

757.4

0.25%

Term B-4 Loan, maturing in August 2024

Term B loan amortization percentage

^[5]

1,750.7

1,270.0

0.25%

Senior Unsecured Dollar Note, Maturing November 2025

^[6]

500.0

Face value of debt

$ 500.0

Senior Unsecured Sterling Note, Maturing November 2025

4.375%

^[7]

$ 616.4

$ 635.2

Face value of debt | £

£ 470

Senior Unsecured Euro Note, expiring in November 2022

3.875%

Currency exchange rate

1.3115

1.3515

^[8]

$ 634.5

Face value of debt | €

€ 500

Euro Bond remaining unamortized premium

3.75%

Currency exchange rate

1.1624

$ 53.4

Mortgage

^[9]

$ 10.1

Revolving credit facility

6.22%

LIBOR | Term A-5 Loan, maturing in January 2023

$ 0.0

$ 225.0

3.79%

LIBOR | Sterling Note maturing in January 2023

1.75%

2.25%

LIBOR | Term B-3 loan, maturing in October 2023

1.75%

3.79%

LIBOR | Term B-4 Loan, maturing in August 2024

1.75%

3.79%

Purchase of interest rate caps

1.75%

[1]	Interest at a variable base rate (LIBOR) plus a spread rate (175 basis points) (total rate of 3.79% at June 30, 2018) and amortizing on a basis of 1.25% per quarter during each of the first twelve quarters (June 2018 through March 2021), 1.875% per quarter during the next four quarters (June 2021 through March 2022) and 2.50% per quarter during the next three quarters (June 2022 through December 2022) with a balloon payment due at maturity.
[2]	Outstanding principal balance paid down using the proceeds from the GBP Term Loan A financing as part of the June 22, 2018 amendment to the Existing Loan Agreement. See below for more details.
[3]	£481 million principal outstanding, translated to U.S dollars at the spot rate of 1.3115 U.S. dollars per Pound Sterling at June 30, 2018. Interest at a variable base rate (GBP LIBOR) plus a spread rate (175 basis points) (total rate of 2.25% at June 30, 2018) and amortizing on a basis of 1.25% per quarter during each of the first twelve quarters (June 2018 through March 2021), 1.875% per quarter during the next four quarters (June 2021 through March 2022) and 2.50% per quarter during the next three quarters (June 2022 through December 2022) with a balloon payment due at maturity.
[4]	Interest payable at a variable base rate (LIBOR) plus a spread rate (175 basis points) (total rate of 3.79% at June 30, 2018) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.
[5]	Interest payable at a variable base rate (LIBOR) plus a spread rate (175 basis points) (total rate of 3.79% at June 30, 2018) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.
[6]	$500 million principal senior unsecured notes with interest payable semi-annually at a fixed rate of 4.375% and principal due upon maturity.
[7]	£470 million principal senior unsecured notes with interest payable semi-annually at a fixed rate of 3.875% and principal due upon maturity. The spot rate of 1.3115 U.S. dollars per Pound Sterling at June 30, 2018 was used to translate the Note to U.S. dollars.
[8]	€500 million principal senior unsecured note with interest payable semi-annually at a fixed rate of 3.75% and principal due upon maturity. The spot rate of 1.1624 U.S. dollars per Euro at June 30, 2018 was used to translate the Note to U.S. dollars. Includes remaining unamortized fair value premium of $53.4 million at June 30, 2018.
[9]	Interest payable monthly at a fixed rate of 6.22%.

LONG-TERM DEBT (Details 2) £ in Millions, $ in Millions				3 Months Ended		6 Months Ended
LONG-TERM DEBT (Details 2) £ in Millions, $ in Millions	Jun. 22, 2018 USD ($)	Jan. 16, 2018 USD ($)	Aug. 07, 2017 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Jun. 30, 2018 USD ($)	Jun. 22, 2018 GBP (£)	Jan. 16, 2018 GBP (£)	Jan. 16, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 07, 2017 GBP (£)	Dec. 07, 2017 USD ($)
Long-term debt
Write off of Deferred Debt Issuance Cost		$ 56.6
Capitalized debt issuance costs due to debt refinancing				$ 23.7		$ 23.7
Consent Payment						2.9
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					$ 25.0
Term A-5 Loan, maturing in January 2023
Long-term debt
Increase of debt due to debt repricing						100.0
Term B-4 Loan, maturing in August 2024
Long-term debt
Debt payment due to debt repricing	$ 50.0
Term B-3 loan, maturing in October 2023
Long-term debt
Debt payment due to debt repricing	$ 50.0
Sterling Note maturing in January 2023
Long-term debt
Face value of debt \| £							£ 488
Revolving credit facility
Long-term debt
Maximum borrowing capacity									$ 1,250.0
June 2018 Debt Repricing
Long-term debt
Write off of Deferred Debt Issuance Cost						$ 11.4
Debt repricing interest rate decrease	0.25%
Senior Unsecured Dollar Note, Maturing November 2025
Long-term debt
Face value of debt									$ 500.0			$ 500.0
Fixed interest rate (as a percent)								4.375%	4.375%		4.375%	4.375%
Senior Unsecured Sterling Note, Maturing November 2025
Long-term debt
Face value of debt \| £								£ 470			£ 470
Fixed interest rate (as a percent)								3.875%	3.875%		3.875%	3.875%
Currency exchange rate				1.3115		1.3115				1.3515
Incremental Amendment \| Term A-5 Loan, maturing in January 2023
Long-term debt
Face value of debt									$ 1,605.0
Incremental Amendment \| Term B-4 Loan, maturing in August 2024
Long-term debt
Face value of debt									535.0
Incremental Amendment \| Revolving credit facility
Long-term debt
Maximum borrowing capacity									600.0
Incremental Amendment \| Term B loan
Long-term debt
Face value of debt			$ 1,270.0
Capitalized debt issuance costs due to debt refinancing										$ 23.1
Term			7 years
Backstop \| Term B loan
Long-term debt
Face value of debt									$ 594.5

DERIVATIVES AND HEDGING ACTIVITIES (Details)
£ in Millions, $ in Millions

3 Months Ended

6 Months Ended

Jan. 16, 2018

USD ($)

Jun. 30, 2018

USD ($)

Jun. 30, 2017

USD ($)

Jun. 30, 2018

USD ($)

Jun. 30, 2017

USD ($)

Dec. 31, 2017

USD ($)

Aug. 09, 2017

GBP (£)

Derivatives, Fair Value

$ (8.1)

$ 0.0

Cash flow hedge loss to be reclassified within twelve months

$ 6.7

Derivatives in cash flow hedging relationships:

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

^[1]

3.2

$ (3.0)

9.5

(0.3)

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

0.2

$ (3.1)

(0.4)

(7.3)

Interest rate cash flow hedge ineffectiveness

^[2]

0.0

0.1

Aggregate fair value of derivatives in a net liability position

2.9

Derivative Instruments Not Designated as Hedging Instruments [Abstract]

Gain on foreign currency forward

35.9

$ 0.0

Other current assets

Fair value of interest rate contracts designated as cash flow hedges

Fair value of hedge assets

17.0

$ 9.7

Other long-term assets

Fair value of interest rate contracts designated as cash flow hedges

Fair value of hedge assets

20.4

14.7

Other current liabilities

Fair value of interest rate contracts designated as cash flow hedges

Fair value of hedge liabilities

1.2

4.2

Other long-term liabilities

Fair value of interest rate contracts designated as cash flow hedges

Fair value of hedge liabilities

1.3

$ 0.2

Interest rate swaps

Interest rate swaps | January 2018 to January 2019

1,600.0

Interest rate swaps | January 2018 to January 2021

500.0

Interest rate swaps | June 2019 to June 2021

600.0

Purchase of interest rate caps

500.0

Interest rate cap

Derivatives, Fair Value

(8.1)

Fair value of interest rate contracts designated as cash flow hedges

1,600.0

Fair value of hedge assets

37.4

Interest rate cap | January 2017 to January 2020

Interest rate cap agreement strike rate

$ 1,000.0

0.75%

Interest rate cap | June 2018 to June 2021

Interest rate cap agreement strike rate

$ 600.0

2.25%

Not designated as hedging instrument | Forward Contracts

Derivative Instruments Not Designated as Hedging Instruments [Abstract]

Notional amount | £

£ 1,150

Gain on foreign currency forward

$ 35.9

$ 69.0

[1]	“OCI” represents other comprehensive income.
[2]	For the three and six months ended June 30, 2018, amount represents hedge ineffectiveness.

CONTROLLING AND NON-CONTROLLING INTERESTS OWNERSHIP INTEREST IN JOINT VENTURE (Details)	May 31, 2014	Mar. 21, 2012
Joint Venture
Controlling and non-controlling interest in Joint Venture
Ownership percentage by Worldpay, Inc	51.00%
Joint Venture \| Bank Partner
Controlling and non-controlling interest in Joint Venture
Ownership percentage by Bank Partner	49.00%
Common Stock
Controlling and non-controlling interest in Joint Venture
Conversion ratio for conversion of LLC units into common stock		1

CONTROLLING AND NON-CONTROLLING INTERESTS IN WORLDPAY HOLDING (Details) - USD ($)
$ in Millions

3 Months Ended

6 Months Ended

Jan. 16, 2018

Jun. 30, 2018

Jun. 30, 2017

Jun. 30, 2018

Jun. 30, 2017

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

Net (loss) income

$ (1.5)

$ 86.9

$ (99.8)

$ 122.2

Items not allocable to non-controlling interests:

Worldpay, Inc. expenses

^[1]

(19.5)

(11.9)

(50.1)

(10.8)

Worldpay Holding net income (loss)

18.0

98.8

(49.7)

133.0

Net Income Attributable to Noncontrolling Interest

Net (loss) income attributable to non-controlling interests

1.4

18.1

0.7

24.5

Fifth Third

Net Income Attributable to Noncontrolling Interest

Net (loss) income attributable to non-controlling interests

^[2]

0.8

17.5

(0.2)

23.5

Bank Partner

Net Income Attributable to Noncontrolling Interest

Net (loss) income attributable to non-controlling interests

^[3]

$ 0.6

$ 0.9

$ 1.0

Worldpay Holding

Controlling and non-controlling interests in Worldpay Holding

Issuance of Class A common stock for acquisition, shares

133,567,146

Changes in units and related ownership interest

Equity plan activity (in shares)

177,848,807

^[4]

602,141

Class A Unit of Worldpay Holding | Worldpay, Inc. | Worldpay Holding

312,018,094

Controlling and non-controlling interests in Worldpay Holding

Issuance of Class A common stock for acquisition, shares

133,567,146

Changes in units and related ownership interest

Opening percentage of ownership by parent

162,595,981

91.42%

Issuance of Common Stock in Connection with Sale of Class B Units

(5,000,000)

Equity plan activity (in shares)

^[4]

602,141

Closing percentage of ownership by parent

301,765,268

96.71%

Issuance of Common Stock in Connection with Sale of Class B Units

(5,000,000)

Class B Unit of Worldpay Holding | Fifth Third | Worldpay Holding

Changes in units and related ownership interest

Opening percentage of ownership by noncontrolling interest

15,252,826

8.58%

Issuance of Common Stock in Connection with Sale of Class B Units

(5,000,000)

Closing percentage of ownership by noncontrolling interest

10,252,826

3.29%

Issuance of Common Stock in Connection with Sale of Class B Units

(5,000,000)

Worldpay Group, PLC

Controlling and non-controlling interests in Worldpay Holding

Issuance of Class A common stock for acquisition, shares

133,600,000

Percentage of voting interests acquired

100.00%

Changes in units and related ownership interest

Shares issued for acquisition

134,400,000

Treasury Stock Acquired in Business Acquisition, Shares

833,000

[1]	Primarily represents income tax expense for the three months ended June 30, 2018 and acquisition related expenses for the six months ended June 30, 2018.
[2]	Net income attributable to non-controlling interests of Fifth Third reflects the allocation of Worldpay Holding’s net income based on the proportionate ownership interests in Worldpay 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 less Class A common stock withheld to satisfy employee tax withholding obligations upon vesting or exercise of employee equity awards and forfeitures of restricted Class A common stock awards.

COMMITMENTS, CONTINGENCIES AND GUARANTEES (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Dec. 31, 2017	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Litigation expense of an acquired company	$ 3.5	$ 38.0

FAIR VALUE MEASUREMENTS (Details) - Recurring basis - Level 2 - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
Interest Rate Contract
Assets:
Fair value of hedge assets	$ 37.4	$ 24.4
Liabilities:
Fair value of hedge liabilities	2.5	4.4
Mercury Payment Systems, LLC
Liabilities:
Mercury TRA	49.9	100.5
Forward Contracts
Assets:
Fair Value of foreign currency forward contract	$ 0.0	$ 33.1

FAIR VALUE MEASUREMENTS (Details 2) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
Carrying Amount
Liabilites:
Note payable	$ 8,087.5	$ 5,694.3
Fair Value
Liabilites:
Note payable	$ 8,081.9	$ 5,772.1

NET INCOME PER SHARE NARRATIVE (Details) - shares	3 Months Ended		6 Months Ended
NET INCOME PER SHARE NARRATIVE (Details) - shares	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Class A Common Stock
Earnings Per Share, Diluted
Worldpay Holding shares outstanding (in shares)	301,765,268		301,765,268		162,595,981
Class B Common Stock
Earnings Per Share, Diluted
Weighted average Class B units excluded from computing dilutive EPS	15,000,000	35,000,000	15,100,000	35,000,000
Worldpay Holding shares outstanding (in shares)	10,252,826	35,000,000	10,252,826	35,000,000	15,252,826
Subsidiaries \| Class B Unit of Worldpay Holding \| Class A Common Stock
Earnings Per Share, Diluted
Conversion ratio for conversion of Class B units into Class A common stock	1		1

NET INCOME PER SHARE (Basic) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Earnings Per Share, Basic
Net (loss) income attributable to Worldpay, Inc.	$ (2.9)	$ 68.8	$ (100.5)	$ 97.7
Class A Common Stock
Earnings Per Share, Basic
Weighted-average Class A common shares outstanding, basic, (in shares)	296,204,304	161,266,692	284,868,484	161,072,513
Basic net (loss) income per share (in dollars per share)	$ (0.01)	$ 0.43	$ (0.35)	$ 0.61

NET INCOME PER SHARE (Dilutive) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Diluted:
Net (loss) income attributable to Worldpay, Inc.	$ (2.9)	$ 68.8	$ (100.5)	$ 97.7
Class A Common Stock
Shares used in computing diluted net (loss) income per share:
Weighted-average Class A common shares outstanding, basic, (in shares)	296,204,304	161,266,692	284,868,484	161,072,513
Weighted-average Class B units of Vantiv Holding dilutive effect (in shares)	0	0	0	0
Total diluted weighted-average shares outstanding (in shares)	296,204,304	162,510,616	284,868,484	162,483,315
Diluted net (loss) income per share (in dollars per share)	$ (0.01)	$ 0.42	$ (0.35)	$ 0.60
Class A Common Stock \| Stock Option
Shares used in computing diluted net (loss) income per share:
Class A common stock equivalents included in the computation of diluted net income per share	0	648,155	0	690,031
Class A Common Stock \| Stock Compensation Plan
Shares used in computing diluted net (loss) income per share:
Class A common stock equivalents included in the computation of diluted net income per share	0	546,878	0	673,659
Class A Common Stock \| Performance Shares
Shares used in computing diluted net (loss) income per share:
Class A common stock equivalents included in the computation of diluted net income per share	0	48,891	0	47,112

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

3 Months Ended

6 Months Ended

Jun. 30, 2018

Jun. 30, 2017

Jun. 30, 2018

Jun. 30, 2017

Mar. 31, 2018

Dec. 31, 2017

Mar. 31, 2017

Dec. 31, 2016

$ 70.2

$ (0.1)

$ 48.2

$ (4.9)

2.9

(43.6)

Accumulated Net Gain (Loss) from Cash Flow Hedges

10,874.6

1,780.5

10,874.6

1,780.5

$ 600.6

$ 1,607.3

(9.4)

(16.4)

(13.8)

(17.8)

Accumulated Foreign Currency Adjustment Attributable to Parent

(7.0)

(18.0)

(7.0)

(18.0)

^[1]

21.1

0.0

AOCI Including Portion Attributable to Noncontrolling Interest

^[1]

(82.5)

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

3.2

(3.0)

9.5

(0.3)

Net realized loss reclassified into earnings, before tax

^[2]

(0.2)

3.1

0.4

7.3

Translation adjustments on net investment hedge recorded in AOCI(b)

47.4

39.9

Foreign currency translation adjustments(c)

^[1]

(108.8)

(86.6)

Pretax activity

(58.4)

0.1

(36.8)

7.0

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

(0.7)

0.9

(2.2)

0.1

Net realized loss reclassified into earnings, tax

^[2]

0.0

(0.9)

(0.1)

(2.2)

Translation adjustments on net investment hedge recorded in AOCI, tax

^[3]

11.1

9.1

Foreign currency translation adjustments, tax

^[1]

0.0

Tax effect

(11.8)

0.0

(11.4)

(2.1)

Other comprehensive loss, unrealized gain (loss), net of tax

(2.5)

2.1

(7.3)

0.2

Net realized loss reclassified into earnings, net of tax

^[2]

(0.2)

2.2

0.3

5.1

Translation adjustments on net investment hedge recorded in AOCI, net of tax

^[3]

(36.3)

(30.8)

Foreign currency translation adjustments, net of tax

^[1]

(108.8)

(86.6)

Non-Controlling Interests

70.2

(0.1)

48.2

(4.9)

Other comprehensive loss, unrealized gain (loss), net of tax

(0.1)

0.5

(0.5)

0.0

Net realized loss reclassified into earnings, net of tax

^[2]

0.0

0.6

0.0

1.3

Translation adjustments on net investment hedge recorded in AOCI, net of tax

^[3]

(2.3)

(1.9)

Foreign currency translation adjustments, net of tax

^[1]

5.2

4.1

2.8

(0.1)

1.7

(1.3)

AOCI Attributable to Parent

372.6

310.5

372.6

310.5

68.1

291.6

Other comprehensive loss, unrealized gain (loss), net of tax

(2.4)

1.6

(6.8)

0.2

Net realized loss reclassified into earnings, net of tax

^[2]

(0.2)

1.6

0.3

3.8

Translation adjustments on net investment hedge recorded in AOCI, net of tax

^[3]

34.0

28.9

Foreign currency translation adjustments, net of tax

^[1]

(103.6)

(82.5)

67.4

0.0

46.5

(3.6)

Accumulated Foreign Currency Adjustment on Net Investment Hedge to Parent

(43.6)

(2.6)

(43.6)

(2.6)

$ 23.8

$ 2.9

$ (2.6)

$ (6.2)

^[3]

(5.1)

0.0

Reclassification out of Accumulated Other Comprehensive Income

^[3]

28.9

^[2]

17.2

13.8

16.7

11.6

^[2]

$ 17.0

15.4

$ 17.0

15.4

$ (2.6)

[1]	There is no tax impact on the foreign translation adjustments due to the Tax Reform impact on distributions, enacted in 2017.
[2]	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, 2018 and 2017 reflect amounts of losses reclassified from AOCI into earnings, representing the effective portion of the hedging relationships, and are recorded in interest expense-net.
[3]	See Note 5 - Derivatives and Hedging Activities for more information on net investment hedge activity.

SEGMENT INFORMATION (Details) - USD ($)
$ in Millions

3 Months Ended

6 Months Ended

Jun. 30, 2018

Jun. 30, 2017

Jun. 30, 2018

Jun. 30, 2017

$ 1,006.8

$ 998.7

$ 1,857.5

$ 1,926.9

^[2]

0.0

^[1]

468.7

0.0

^[3]

926.8

283.4

168.3

549.4

323.3

723.4

361.7

1,308.1

676.8

Technology Solutions

401.6

307.6

738.0

579.5

Merchant Solutions

520.4

579.1

952.6

1,119.2

Issuer Solutions

Operating Segments | Technology Solutions

84.8

112.0

166.9

228.2

401.6

307.6

738.0

579.5

0.0

^[1]

110.4

0.0

^[3]

220.1

98.1

69.5

194.0

129.7

Operating Segments | Merchant Solutions

303.5

127.7

544.0

229.7

520.4

579.1

952.6

1,119.2

0.0

^[1]

327.2

0.0

^[3]

643.6

179.0

93.1

342.8

181.9

Operating Segments | Issuer Solutions

341.4

158.8

609.8

293.7

84.8

112.0

166.9

228.2

0.0

^[1]

31.1

0.0

^[3]

63.1

6.3

5.7

12.6

11.7