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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON , D . C . 20549
DIVISION OF
CORPORATION FINANCE
May 31, 2019
Charles Drucker
Executive Chairman and Chief Executive Officer
Worldpay, Inc.
8500 Governor's Hill Drive
Symmes Township, OH 45249
Re: Worldpay, Inc.
Form 10-K For Fiscal Year Ended December 31, 2018
Filed February 26, 2019
File No. 001-35462
Dear Mr. Drucker:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have
additional comments.
Form 10-K for Fiscal Year Ended December 31, 2018
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Adjustments, page 38
1. Please tell us where you provide the disclosure required by Item
10(e)(i)(C) of Regulation
S-K. If your disclosure under the heading "Adjusted Net Income" on page
38 is intended
to meet this requirement, please revise your disclosure to better
explain why the specific
adjustments made by your company result in a measure that provides
useful information
to your investors. Your current disclosure does not acknowledge that
your Adjusted Net
Income metric retains all of your revenue while removing some of the
expenses that were
necessary to achieve that revenue; additionally, your current
disclosure appears overly
generic when explaining why these adjustments and the resulting
Non-GAAP metric
provide useful information to your investors.
2. We note that your Non-GAAP measure Adjusted Net Income contains an
adjustment
titled "Intangible Amortization Expense." Please provide us with a
reconciliation of the
Charles Drucker
Worldpay, Inc.
May 31, 2019
Page 2
amount of the adjustment seen in your Non-GAAP measure to the amount
of amortization
expense quantified in Note 5 to your financial statements, and if
different, to your total
GAAP amortization expense. Please provide this information for each of
Fiscal 2017,
Fiscal 2018 and the three months ended March 31, 2019. If the amount
of this adjustment
differs from your total GAAP amortization expense, please tell us in
more detail why you
believe adjusting for this specific amount of amortization expense
provides useful
information to your investors and how you considered whether this
results in the
presentation of an individually tailored recognition and measurement
method for
amortization expense. Refer to the guidance in Question 100.04 of the
April 4, 2018
Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures available
on our website at
https://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Sondra Snyder, Staff Accountant at (202) 551-3332 or
Jennifer
Thompson, Accounting Branch Chief at (202) 551-3737 with any questions.
FirstName LastNameCharles Drucker Sincerely,
Comapany NameWorldpay, Inc.
Division of
Corporation Finance
May 31, 2019 Page 2 Office of
Consumer Products
FirstName LastName