TAX RECEIVABLE AGREEMENTS | TAX RECEIVABLE AGREEMENTS As of December 31, 2016, the Company is party to several TRAs in which the Company agrees to make payments to various parties of 85% of the federal, state, local and foreign income tax benefits realized by the Company as a result of certain tax deductions. Payments under the TRAs will be based on the tax reporting positions of the Company and are only required to the extent the Company realizes cash savings as a result of the underlying tax attributes. The cash savings realized by the Company are computed by comparing the actual income tax liability of the Company to the amount of such taxes the Company would have been required to pay had there been no deductions related to the tax attributes discussed below. The Company will retain the benefit of the remaining 15% of the cash savings associated with the TRAs. The Company has entered into the following three TRAs: • TRAs with investors prior to our initial public offering (“IPO”) for its use of NPC Group, Inc. net operating losses (“NOLs”) and other tax attributes existing at the IPO date under the NPC TRA, all of which is currently held by Fifth Third. • The Fifth Third TRA in which we realize tax deductions as a result of the increases in tax basis from the purchase of Vantiv Holding units or from the exchange of Vantiv Holding units for cash or shares of Class A common stock, as well as the tax benefits attributable to payments made under such TRAs. • A TRA with Mercury shareholders (the “Mercury TRA”) as part of the acquisition of Mercury as a result of the increase in tax basis of the assets of Mercury resulting from the acquisition and the use of the net operating losses and other tax attributes of Mercury that were acquired as part of the acquisition. Obligations recorded pursuant to the TRAs are based on estimates of future taxable income and future tax rates. On an annual basis, the Company evaluates the assumptions underlying the TRA obligations. As a result of this process, obligations under the tax receivable agreements with Fifth Third were adjusted in 2014 to reflect the impact of tax planning strategies implemented during the year which are expected to reduce the amount of future obligations. The Company recorded a benefit of $41.3 million in non-operating income (expense) during the year ended December 31, 2014 as a result of the reduction in the TRA obligations with Fifth Third. As discussed in Note 2 - Business Combinations, the Company entered into the Mercury TRA and recorded a liability of $192.5 million for the Mercury TRA and non-operating expenses of $19.5 million , $28.9 million and $14.6 million related to the change in fair value of the Mercury TRA during the years ended December 31, 2016 , 2015 and 2014, respectively. From time to time, the Company enters into repurchase addendums providing for the early settlement of certain obligations. The following table presents the Company’s TRA settlements and the impact of these settlements on the Company’s consolidated statement of financial position (in thousands): TRA Settlement Date Cash Buyout Payment Balance Sheet Obligation Prior to Settlement Deferred Taxes and Other Net Gain Recorded in Equity Fifth Third July 2016 $ (116,294 ) $ 330,711 $ 84,099 $ 130,318 Mercury June 2016 (41,400 ) 41,400 — — Fifth Third October 2015 (48,866 ) 140,024 32,967 58,191 Mercury July 2015 (44,800 ) 44,800 — — As summarized in the table above, in July 2016, the Company entered into a purchase addendum in connection with the Company’s TRA with Fifth Third (the “Fifth Third TRA Addendum”) to terminate and settle a portion of the Company’s obligations owed to Fifth Third under the Fifth Third TRA and the NPC TRA. Under the terms of the Fifth Third TRA Addendum, the Company paid approximately $116.3 million to Fifth Third to settle approximately $330.7 million of obligations under the Fifth Third TRA, the difference of which was recorded as an addition to paid-in capital, net of deferred taxes. In addition to the July 2016 Fifth Third TRA settlement presented in the table above, the Fifth Third TRA Addendum provides that the Company may be obligated to pay up to a total of approximately $170.7 million to Fifth Third to terminate and settle certain remaining obligations under the Fifth Third TRA and the NPC TRA, totaling an estimated $394.1 million , the difference of which will be recorded as an addition to paid-in capital upon the exercise of the Call Options or Put Options discussed below. Under the terms of the Fifth Third TRA Addendum, beginning March 1, 2017, June 1, 2017, September 1, 2017, December 1, 2017, March 1, 2018, June 1, 2018, September 1, 2018 and December 1, 2018, and ending March 10, 2017, June 10, 2017, September 10, 2017, December 10, 2017, March 10, 2018, June 10, 2018, September 10, 2018 and December 10, 2018, respectively, the Company is granted call options (collectively, the “Call Options”) pursuant to which certain additional obligations of the Company under the Fifth Third TRA and the NPC TRA would be terminated and settled in consideration for cash payments of $15.1 million , $15.6 million , $16.1 million , $16.6 million , $25.6 million , $26.4 million , $27.2 million and $28.1 million , respectively. Under the terms of the Fifth Third TRA Addendum, in the unlikely event the Company does not exercise the relevant Call Option, Fifth Third is granted put options beginning March 20, 2017, June 20, 2017, September 20, 2017, December 20, 2017, March 20, 2018, June 20, 2018, September 20, 2018 and December 20, 2018, and ending March 31, 2017, June 30, 2017, September 30, 2017, December 31, 2017, March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018, respectively (collectively, the “Put Options”), pursuant to which certain additional obligations of the Company would be terminated and settled in consideration for cash payments with similar amounts to the Call Options. The full carrying amount of the Fifth Third callable/puttable TRA obligations for the options exercisable within 12 months of the balance sheet date have been classified as current obligations in the accompanying statement of financial position ( $157.7 million ). Since Fifth Third is a significant stockholder of the Company, a special committee of the Company’s board of directors comprised of independent, disinterested directors authorized the TRA Addendum. During 2015, the Company entered into the Mercury TRA Addendum with each of the pre-acquisition owners of Mercury ("Mercury TRA Holders"). The Mercury TRA Addendum contains the following provisions to acquire a significant portion of the Mercury TRA: • Beginning December 1st of each of 2015, 2016, 2017, and 2018, and ending June 30th of 2016, 2017, 2018, and 2019, respectively, the Company is granted call options (collectively, the “Call Options”) pursuant to which certain additional obligations of the Company under the Mercury TRA would be terminated in consideration for cash payments of $41.4 million , $38.1 million , $38.0 million , and $43.0 million , respectively. • In the unlikely event the Company does not exercise the relevant Call Option, the Mercury TRA Holders are granted put options beginning July 10th and ending July 25th of each of 2016, 2017, 2018, and 2019, respectively (collectively, the “Put Options”), pursuant to which certain additional obligations of the Company would be terminated in consideration for cash payments with similar amounts to the Call Options. • In June 2016, the Company exercised the December 2015 Call Option and made a payment to the Mercury TRA Holders. The Company’s President, Integrated Payments, is a Mercury TRA Holder. Pursuant to the initial payment under the Mercury TRA Addendum, this individual is entitled to receive an aggregate of $0.6 million , and could receive as much as an additional $2.2 million with respect to payments made pursuant to the Mercury TRA Addendum. Except to the extent the Company’s obligations under the Mercury TRA, the Fifth Third TRA and NPC TRA have been terminated and settled in full in accordance with the terms of the Mercury TRA and Fifth Third TRA Addendums, the Mercury TRA, Fifth Third TRA and NPC TRA will remain in effect, and the parties thereto will continue to have all rights and obligations thereunder. All TRA obligations are recorded based on the full and undiscounted amount of the expected future payments, except for the Mercury TRA which represents contingent consideration relating to an acquired business, and is recorded at fair value for financial reporting purposes (see Note 15 - Fair Value Measurements). The following table reflects TRA activity and balances for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Balance as of December 31, 2013 2014 TRA Payment 2014 Secondary Offering Acquisition of Mercury Change in Value Balance as of December 31, 2014 TRA with Fifth Third Bank $ 559,700 $ (8,639 ) $ 109,400 $ — $ (40,399 ) $ 620,062 Mercury TRA — — — 137,860 14,560 152,420 Total $ 559,700 $ (8,639 ) $ 109,400 $ 137,860 $ (25,839 ) $ 772,482 Balance as of December 31, 2014 2015 TRA Payment 2015 TRA Settlements 2015 Secondary Offering Purchase Accounting Adjustment Change in Value Balance as of December 31, 2015 TRA with Fifth Third Bank $ 620,062 $ (22,805 ) $ (140,024 ) $ 376,597 $ — $ (769 ) $ 833,061 Mercury TRA 152,420 — (44,800 ) — 54,647 28,940 191,207 Total $ 772,482 $ (22,805 ) $ (184,824 ) $ 376,597 $ 54,647 $ 28,171 $ 1,024,268 Balance as of December 31, 2015 2016 TRA Payment 2016 TRA Settlements 2016 Secondary Offering Change in Value Balance as of December 31, 2016 TRA with Fifth Third Bank $ 833,061 $ (31,233 ) $ (330,711 ) $ 171,162 $ 53 $ 642,332 Mercury TRA 191,207 (22,241 ) (41,400 ) — 19,474 147,040 Total $ 1,024,268 $ (53,474 ) $ (372,111 ) $ 171,162 $ 19,527 $ 789,372 As a result of the secondary offerings and exchange of units of Vantiv Holding by Fifth Third Bank discussed in Note 12 - Capital Stock, the Company recorded the following (in thousands): Secondary Offerings by Year TRA Liability Deferred Tax Asset Net Equity 2016 $ 171,162 $ 175,279 $ (4,117 ) 2015 376,597 355,430 21,167 2014 109,400 92,000 17,400 The timing and/or amount of aggregate payments due under the TRAs outside of the call/put structures may vary based on a number of factors, including the amount and timing of the taxable income the Company generates in the future and the tax rate then applicable, the use of loss carryovers and amortizable basis. Payments under the TRAs, if necessary, are required to be made no later than January 5 th of the second year immediately following the taxable year in which the obligation occurred. The contractually obligated payments under the TRA obligations paid in January 2014, 2015 and 2016 are in the tables above. The Company made a payment under the TRA obligations of approximately $55.7 million in January 2017. The January 2017 payment is recorded as current portion of tax receivable agreement obligations on the accompanying consolidated statement of financial position. Unless settled under the terms of the repurchase addenda, the term of the TRAs will continue until all the underlying tax benefits have been utilized or expired. |