Visa, the world's largest credit card network, unveiled details of a planned restructuring on Friday as it prepares by early next year to follow smaller rival MasterCard Inc. in becoming a public company.
San Francisco-based Visa also disclosed financial results for the publicly traded entity to be known as Visa Inc., which will combine Visa USA, Visa International and Visa Canada. The disclosures were in a registration statement filed with the U.S. Securities and Exchange Commission.
Visa first outlined plans last October to float a majority of the company, now owned by its member banks, in an initial public offering to be held within 12 to 18 months. Its Visa Europe affiliate will remain a membership association and take a minority stake in Visa Inc.
The company intends to use IPO proceeds to fund expansion and an escrow account to help cover potentially hefty legal bills.
Merchants such as Kroger Co., Safeway Inc.and Walgreen Co. have accused the card networks of price fixing. Morgan Stanley's Discover card unit and American Express Co. have also filed antitrust lawsuits against Visa and MasterCard.
According to the SEC filing, Visa Inc. posted net income of $525.9 million, or 68 cents per share, on operating revenue of $2.36 billion for the six months ended March 31. Visa USA accounted for more than two-thirds of that combined entity's profit and revenue.
Over the same period, MasterCard reported a profit of $255.8 million on net revenue of $1.75 billion. Its shares have more than quadrupled since that company raised $2.4 billion in a May 2006 IPO.
Visa Chief Executive Joseph Saunders said in a letter to member banks that the restructuring should help Visa compete more effectively, streamline decision-making and better coordinate worldwide operations.
The SEC filing also shows that Visa USA members will assume responsibility for a variety of litigation, including the merchant antitrust lawsuits. Visa USA recently had some 13,320 member banks that have issued more than 521 million cards.
Saunders was installed as chief executive last month. He had previously been president of card services at Washington Mutual Inc., the largest U.S. thrift.
Visa's roots date to 1958 when a Bank of America Corp. predecessor created the blue, white and gold BankAmericard, helping pave the way for the modern credit card business. That card has evolved into Visa.
Morgan Stanley, meanwhile, plans to spin off Discover at the end of the month. Discover Financial Services will join the Standard & Poor's 500 stock index.