UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORKIN RE: GOOGLE DIGITAL
ADVERTISING ANTITRUSTLITIGATION

Civil Action No.: 1:21-md-03010-PKC

THIS DOCUMENT RELATES TO:

Related File

STATE OF TEXAS
By Attorney General Ken Paxton

Civil Action No. 1:21-cv-06841-PKC

STATE OF ALASKA
By Attorney General Treg R. Taylor

JURY TRIAL DEMANDEDSTATE OF ARKANSAS
By Attorney General Leslie Rutledge
STATE OF FLORIDA
By Attorney General Ashley Moody
STATE OF IDAHOBy Attorney General Lawrence G. Wasden
STATE OF INDIANA
By Attorney General Todd Rokita
COMMONWEALTH OF KENTUCKY
By Attorney General Daniel Cameron
STATE OF LOUISIANA
By Attorney General Jeff Landry
STATE OF MISSISSIPPIBy Attorney General Lynn Fitch
STATE OF MISSOURI
By Attorney General Eric Schmitt
STATE OF MONTANA
By Attorney General Austin Knudsen
STATE OF NEVADA
By Attorney General Aaron D. FordiSTATE OF NORTH DAKOTA
By Attorney General Wayne Stenehjem
COMMONWEALTH OF PUERTO RICO
By Attorney General Domingo EmanuelliHernández
STATE OF SOUTH CAROLINA
By Attorney General Alan Wilson
STATE OF SOUTH DAKOTA
By Attorney General Jason R. Ravnsborg
andSTATE OF UTAH
By Attorney General Sean D. Reyes
Plaintiffs,
vs.
GOOGLE LLC,
Defendant.
SECOND AMENDED COMPLAINT

ii

TABLE OF CONTENTSI.

NATURE OF THE CASE ............................................................................................................ 1

II. PARTIES .................................................................................................................................. 8III. JURISDICTION ......................................................................................................................... 9
IV. VENUE ................................................................................................................................... 10V.

INDUSTRY BACKGROUND ..................................................................................................... 10
A. Online Display Advertising Markets ................................................................................ 12
1. Publishers’ Inventory Management Systems: Ad Servers ............................................ 13
2. Electronic Marketplaces for Display Advertising: Exchanges and Networks .............. 16
i. Display Ad Exchanges .............................................................................................. 17
ii. Ad Networks for Display and Ad Networks for Mobile In-App Inventory ............. 19
3. Ad Buying Tools for Large and Small Advertisers ...................................................... 21

VI. THE RELEVANT MARKETS AND GOOGLE’S MARKET POWER ........................................... 26
A. Publisher Inventory Management: Publisher Ad Servers ................................................. 26
1. Publisher ad servers for web display inventory in the United States are a relevant
antitrust market. .................................................................................................................... 26
2. Google has monopoly power in the publisher ad server market. .................................. 28
B. Ad Exchanges ................................................................................................................... 31
1. Exchanges for web display inventory in the United States are a relevant antitrust
market. .................................................................................................................................. 31
2. Google has monopoly power in the exchange market. ................................................. 33
C. Ad Networks ..................................................................................................................... 35
1. Networks for web display inventory in the United States are a relevant antitrust market.
35
2. Google has monopoly power in the network market. ................................................... 36
D. Ad Buying Tools for Large and Small Advertisers .......................................................... 37
1. Web display ad buying tools for small advertisers in the United States constitute a
relevant antitrust market. ...................................................................................................... 39
2. Web display ad buying tools for large advertisers in the United States constitute a
relevant antitrust market. ...................................................................................................... 40
3. Google has monopoly power in the web display ad buying tool market for small
advertisers. ............................................................................................................................ 40
E. YouTube ........................................................................................................................... 42
1. Instream online video advertising is a relevant antitrust market in the United States. . 42
2. Google has market power in the instream online video advertising market. ................ 43
VII. ANTICOMPETITIVE CONDUCT .............................................................................................. 43
A. Google forces publishers to license Google’s ad server and trade in Google’s ad
exchange. .................................................................................................................................. 44
B. Google uses its control over publishers’ inventory to block exchange competition. ....... 49
1. Google blocks publishers from sending their inventory to more than one marketplace ata time..................................................................................................................................... 50
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2. Google blocks competition from non-Google exchanges and deceives publishers about
Dynamic Allocation. ............................................................................................................. 51
3. Google restricts information to foreclose competition and advantage itself. ............... 53
i. Information asymmetry causes publishers and advertisers to trade on non-Google
exchanges at their own risk. .............................................................................................. 55
ii. Google forecloses competition by using inside information to win auctions. .......... 55
iii.
While Google cites “privacy” as the justification for restricting access to user IDs,
Google does not actually care about privacy. ................................................................... 59
4. Google blocks competing exchanges from accessing publishers’ high-value inventory
and reaps the benefits for itself. ............................................................................................ 65
C. A new industry innovation called “header bidding” promotes exchange competition;
Google wants to kill it. .............................................................................................................. 67
1. Header bidding facilitates competition among ad exchanges. ...................................... 68
2. Google creates an alternative to header bidding that secretly stacks the deck in
Google’s favor. ..................................................................................................................... 70
D. Facebook helps Google “kill” header bidding with an unlawful agreement. ................... 72
1. Google gives Facebook a leg up in its auctions in return for Facebook backing off fromheader bidding. ...................................................................................................................... 77
2. Google and Facebook agree in the Jedi Blue agreement to a secret “Win Rate.” ........ 81
E. Google forces market participants to re-route trading through Google. ........................... 85
1. Google trades ahead of bid orders to foreclose exchange competition. ....................... 85
2. Google deceives exchanges to forgo header bidding. ................................................... 86
3. Google deceives publishers to disable rival exchanges in header bidding. .................. 87
4. Google cripples publishers’ ability to measure the success of rival exchanges in header
bidding. ................................................................................................................................. 88
5. Google obstructs publishers’ use of header bidding through caps. .............................. 89
6. Google uses its scale in search to punish publishers that use header bidding. ............. 89
7. Google’s ad server gives exchanges that forego header bidding a leg up. ................... 92
8. Google excludes competition through “nontransparent pricing.”................................. 93
9. Google is trying to foreclose competition and create a “walled garden” on the openweb. 94i. Project NERA ........................................................................................................... 94
ii. Privacy Sandbox ....................................................................................................... 96
10.
Google excludes competition though Unified Pricing rules. .................................. 100
F. Google forces advertisers to use Google’s ad buying tools. ........................................... 102
1. Google conduct that excludes competition in the exchange market also excludes
competition in the ad buying tool markets.......................................................................... 102
2. Google excludes competition in the market for ad buying tools by cutting YouTube offfrom competing ad buying tools. ........................................................................................ 103
VIII.
ANTICOMPETITIVE EFFECTS...................................................................................... 105
A. Anticompetitive Effects in the Publisher Ad Server Market .......................................... 106
B. Anticompetitive Effects in the Exchange Market ........................................................... 108
C. Anticompetitive Effects in the Network Market............................................................. 109
D. Anticompetitive Effects in the Markets for Display Ad Buying Tools for Small
Advertisers and Display Ad Buying Tools for Large Advertisers .......................................... 110
E. Harm to Innovation ......................................................................................................... 112
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IX. CLAIMS ............................................................................................................................... 113
A. COUNT I – MONOPOLIZATION IN VIOLATION OF SECTION II OF THE SHERMAN ACT, 15
U.S.C. § 2 ................................................................................................................................ 113
B. COUNT II – ATTEMPTED MONOPOLIZATION IN VIOLATION OF SECTION II OF THE SHERMAN
ACT, 15 U.S.C. § 2 .................................................................................................................. 115
C. COUNT III – UNLAWFUL TYING IN VIOLATION OF SECTION II OF THE SHERMAN ACT, 15
U.S.C. § 2 ................................................................................................................................ 117
D. COUNT IV – UNLAWFUL AGREEMENT IN VIOLATION OF SECTION I OF THE SHERMAN ACT,
15 U.S.C. § 1 ........................................................................................................................... 119
E. COUNT V – SUPPLEMENTAL STATE LAW ANTITRUST CLAIMS ......................................... 120
F. COUNT VI – SUPPLEMENTAL STATE LAW DECEPTIVE TRADE PRACTICES CLAIMS.......... 127
X.

PRAYER FOR RELIEF .......................................................................................................... 142

XI. DEMAND FOR A JURY TRIAL .............................................................................................. 150v

1.

The States of Texas, Alaska, Arkansas, Florida, Idaho, Indiana, Louisiana, Mississippi,

Missouri, Montana, Nevada, North Dakota, South Carolina, South Dakota, and Utah, and theCommonwealths of Kentucky and Puerto Rico, by and through their Attorneys General(collectively, the “Plaintiff States”), in the above-styled action, file their Second Amended
Complaint (“Complaint”) against Google LLC (“Google”) under federal and state antitrust lawsand deceptive trade practices laws and allege as follows:
I.
2.

NATURE OF THE CASE

The halcyon days of Google’s youth are a distant memory. Over twenty years ago, twocollege students founded a company that forever changed the way that people search the internet.
Since then, Google has expanded its business far beyond search and dropped its famous “don’t beevil” motto. Its business practices reflect that change. As internal Google documents reveal,
Google sought to kill competition and has done so through an array of exclusionary tactics,
including an unlawful agreement with Facebook, its largest potential competitive threat, tomanipulate advertising auctions. The Supreme Court has warned that there are such things as
antitrust evils. This litigation will establish that Google is guilty of such antitrust evils, and it seeks
to ensure that Google won’t be evil anymore.
3.

Google is an advertising company that makes billions of dollars a year by deceptively

using individuals’ personal information to engage in targeted digital advertising. Google has
extended its reach from search advertising to dominate the online advertising landscape for imagebased ads on the web, called “display ads.” In its complexity, the market for display ads resembles
the most complicated financial markets; publishers and advertisers trade display inventory throughbrokers and on electronic exchanges and networks at lightning speed. As of 2020, Google is acompany standing at the apex of power in media and advertising, generating over $161 billion
annually with staggering profit margins, almost all from advertising.
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4.

Google’s advertising apparatus extends to the new ad exchanges and brokers throughwhich display ads trade. Indeed, nearly all of today’s online publishers (be they large or small)depend on one company—Google—as their middleman to sell their online display ad space in “adexchanges,” i.e., the centralized electronic trading venues where display ads are bought and sold.
Conversely, nearly every consumer goods company, e-commerce entity, and small business now
depends on Google as their respective middleman for purchasing display ads from exchanges inorder to market their goods and services to consumers. In addition to representing both the buyers
and the sellers of online display advertising, Google also operates the largest exchange, AdX. In
this electronically traded market, Google is pitcher, batter, and umpire, all at the same time.
5.

The scale of online display advertising markets in the United States is extraordinary.

Google operates the largest electronic trading market in existence. Whereas financial exchanges
such as the NYSE and NASDAQ match millions of trades to thousands of company symbols daily,
Google’s exchange processes about 11 billion online ad spaces each day. In Google’s words,“[h]undreds of thousands of publishers and advertisers use [Google’s] AdX [exchange] to transact
inventory, and more daily transactions are made on AdX than on the NYSE and NASDAQ
combined.” At the same time, Google owns the largest buy-side and sell-side brokers. As one
senior Google employee admitted, “[t]he analogy would be if Goldman or Citibank owned the
NYSE.” Or more accurately, the analogy would be if Goldman or Citibank were a monopoly
financial broker and owned the NYSE, which was a monopoly stock exchange.
6.

Google, however, did not accrue its monopoly power through excellence in themarketplace or innovations in its services alone. Google’s internal documents belie the public
image of brainy Google engineers having fun at their sunny Mountain View campus while trying
to make the world a better place. Rather, to cement its dominance across online display markets,2

Google has repeatedly and brazenly violated antitrust and consumer protection laws. Its modus
operandi is to monopolize and misrepresent. Google uses its powerful position on every side ofonline display markets to unlawfully exclude competition. It also deceptively claims that “we’ll
never sell your personal information to anyone,” but its entire business model centers on targeted
advertising—the purchase and sale of advertisements targeted to individual users based on theirpersonal information. From its earliest days, Google’s carefully curated public reputation of “don’t
be evil” has enabled it to act with wide latitude. That latitude is enhanced by the extreme opacity
and complexity of digital advertising markets, which are at least as complex as the mostsophisticated financial markets in the world.
7.

The fundamental change for Google dates back to its 2008 acquisition of DoubleClick,the leading provider of the ad server tools that online publishers, including newspapers and othermedia companies, use to sell their graphical display advertising inventory on exchanges. Afteracquiring the leading middleman between publishers and exchanges, Google quickly monopolized
the publisher ad server and exchange markets by engaging in unlawful tactics. For instance,
Google started requiring publishers to license Google’s ad server and to transact through Google’s
exchange in order to do business with those in another market in which Google possessedmonopoly power: the one million plus advertisers who used Google as their middleman for buying
inventory. So Google was able to demand that it represent the buy-side (i.e., advertisers), where it
extracted one fee, as well as the sell-side (i.e., publishers), where it extracted a second fee, and it
was also able to force transactions to clear in its exchange, where it extracted a third, even larger,fee.
8.

Within a few short years of executing this unlawful tactic, Google successfully

monopolized the publisher ad server market and grew its ad exchange to number one, despite3having entered those two markets much later than the competition. With a newfound hold on
publisher ad servers, Google then proceeded to further foreclose publishers’ ability to trade in nonGoogle exchanges. Google imposed a one-exchange-rule on publishers, barring them from routing
inventory to more than one exchange at a time. At the same time, Google’s ad server blockedcompetition from non-Google exchanges through a program called Dynamic Allocation andfalsely told publishers that Dynamic Allocation maximized their revenue. As internal documents
reveal, however, Google’s real scheme with Dynamic Allocation was to permit its exchange tosnatch publishers’ best inventory at the expense of publishers’ best interests. One industry
publication put it succinctly: “[t]he lack of competition was costing pub[s] cold hard cash.”
9.

In an attempt to reinject competition in the exchange market, a new innovation called

header bidding was devised. Publishers could use header bidding to simultaneously route their adinventory to multiple exchanges in order to solicit the highest bid for the inventory. At first, header
bidding promised to bypass Google’s stranglehold on the exchange market. By 2016, about 70
percent of major online publishers in the United States had adopted the innovation. Advertisers
also migrated to header bidding in droves because it helped them to purchase from exchanges
offering the same inventory for the lowest price.
10.

Google quickly realized that this innovation substantially threatened its exchange’s

ability to demand a very large—19 to 22 percent—cut on all advertising transactions. Header
bidding also undermined Google’s ability to trade on inside and non-public information from one
side of the market to advantage itself on the other—a practice that in other markets would beconsidered insider trading or front running. Google deceptively told the public that “we don’t seeheader bidding as a threat to our business. Not at all.” But privately, Google’s internal

4communications make clear Google viewed header bidding’s promotion of genuine competition
as a major threat. In Google’s own words, header bidding was an “existential threat.”11.

Google responded to this threat through a series of anticompetitive tactics. First,

Google appeared to cede ground and allow publishers using its ad server to route their inventory
to more than one exchange at a time. However, Google secretly made its own exchange win, evenwhen another exchange submitted a higher bid. Google’s codename for this program was Jedi—areference to Star Wars. And as one Google employee explained internally, Google deliberately
designed Jedi to avoid competition, and Jedi consequently harmed publishers. In Google’s words,
the Jedi program “generates suboptimal yields for publishers and serious risks of negative media
coverage if exposed externally.” Next, Google tried to come up with other creative ways to shutout competition from exchanges in header bidding. During one internal debate, a Google employee
proposed a “nuclear option” of reducing Google’s exchange fees down to zero. A second employee
captured Google’s ultimate aim of destroying header bidding altogether, noting in response thatthe problem with simply competing on price is that it “doesn’t kill HB [header bidding].” Google
wanted to be more aggressive.
12.

Google grew increasingly brazen in its efforts to undermine competition. In March

2017, Google’s largest Big Tech rival, Facebook, announced that it would throw its weight behind
header bidding. Like Google, Facebook brought millions of advertisers on board to reach the users
on its social network. In light of Facebook’s deep knowledge of its users, Facebook could use
header bidding to operate an electronic marketplace for online ads in competition with Google.
Facebook’s marketplace for online ads is known as “Facebook Audience Network” or FAN.
Google understood the severity of the threat to its position if Facebook were to enter the market
and support header bidding. To diffuse this threat, Google made overtures to Facebook. Internal

5

Facebook communications reveal that Facebook executives fully understood why Google wanted
to cut a deal with them: “they want this deal to kill header bidding.”
13.

Any collaboration between two competitors of such magnitude should have set off theloudest alarm bells in terms of antitrust compliance. Apparently, it did not. Internally, Google
documented that if it could not “avoid competing with FAN,” then it wanted to collaborate with
Facebook to “build a moat.” Indeed, Facebook understood Google’s rationale as a monopolist very
well. An internal Facebook communication at the highest level reveals that Facebook’s header
bidding announcement was part of a pre-planned long-term strategy—an “18 [month] header
bidding strategy”—to draw Google in. Facebook decided to dangle the threat of competition in
Google’s face so it could then cut a deal to manipulate publishers’ auctions in its favor.
14.

In the end, Facebook curtailed its involvement with header bidding in return for Google

giving Facebook information, speed, and other advantages in the ~43 billion auctions Google runs
for publishers’ mobile app advertising inventory each month in the United States. As part of thisagreement, Google and Facebook work together to identify users using Apple products. The parties
also agreed up front on quotas for how often Facebook would win publishers’ auctions—literally
manipulating the auction with minimum spends and quotas for how often Facebook would bid andwin. In these auctions, Facebook and Google compete head-to-head as bidders. Google’s internal
codename for this agreement, signed at the highest-level, was Jedi Blue—a twist on the Star Wars
reference.
15.

Above and beyond its unlawful agreement with Facebook, Google employed a numberof other anticompetitive tactics to shut down competition from header bidding. Google deceived
non-Google exchanges into bidding through Google instead of header bidding, telling them it
would stop front running their orders when in fact it would not. Google employees also deceived

6

publishers, telling one major online publisher that it should cut off a rival exchange in header
bidding because of a strain on its servers. After this misrepresentation was uncovered, Google
employees discussed playing a trick—a “jedi mind trick”—on the industry to nonetheless get
publishers to cut off exchanges in header bidding. Google wanted to “get publishers to come up
with the idea to remove exchanges … on their own.” Google then proceeded to cripple publishers’
ability to use header bidding in a variety of ways.
16.

Having reached its monopoly position, Google now uses its immense market power toextract a very high tax of 22 to 42 percent of the ad dollars otherwise flowing to the countless
online publishers and content producers such as online newspapers, cooking websites, and blogs
who survive by selling advertisements on their websites and apps. These costs invariably are
passed on to the advertisers themselves and then to American consumers. The monopoly tax
Google imposes on American businesses—advertisers like clothing brands, restaurants, andrealtors—is a tax that is ultimately borne by American consumers through higher prices and lower
quality on the goods, services, and information those businesses provide. Every American suffers
when Google imposes its monopoly pricing on the sale of targeted advertising.
17.

From its earliest days, the internet’s fundamental tenet has been its decentralization:

there is no controlling node, no single point of failure, and no central authority granting permission
to offer or access online content. Online advertising is uniquely positioned to provide content tousers at a massive scale. However, the open internet is now threatened by a single company.
Google has become the controlling node and the central authority for online advertising, which
serves as the primary currency enabling a free and open internet.
18.

Google’s current dominance is also merely a preview of its future plans. Google’s latest

announcements with respect to its Chrome browser and privacy will further its longstanding plan7

to create a “walled garden”—a closed ecosystem—out of the otherwise-open internet. At the sametime, Google uses “privacy” as a pretext to conceal its true motives.
19.

In sum, Google’s anticompetitive conduct has adversely and substantially affected thePlaintiff States’ economies, as well as the general welfare in the Plaintiff States. Google’s illegal
conduct has reduced competition, raised prices, reduced quality, and reduced output in each of thePlaintiff States. This conduct has harmed the Plaintiff States’ respective economies by depriving
the Plaintiff States and the persons within each Plaintiff State of the benefits of competition.
20.

As a result of Google’s deceptive trade practices and anticompetitive conduct,

including its unlawful agreement with Facebook, Google has violated and continues to violate
Sections 1 and 2 of the Sherman Act, 15 U.S.C. §§ 1, 2, as well as state antitrust and consumer
protections laws. Plaintiff States bring this action to remove the veil of Google’s secret practices
and put an end to Google’s anticompetitive abuses of its monopoly power in online advertisingmarkets. Plaintiff States seek to restore free and fair competition to these markets and to secure
structural, behavioral, and monetary relief to prevent Google from ever again engaging indeceptive trade practices and abusing its monopoly power to foreclose competition and harm
consumers.
II. PARTIES
21.

Plaintiff States, by and through their respective Attorneys General, bring this action in

their respective sovereign capacities and as parens patriae on behalf of the citizens, general
welfare, and economy of their respective States under their statutory, equitable, or common law
powers, and pursuant to Section 16 of the Clayton Act, 15 U.S.C. § 26.
22.

Google is a limited liability company organized and existing under the laws of the Stateof Delaware, with its principal place of business in Mountain View, California. Google is an online
advertising technology company providing internet-related products, including various online
8

advertising technologies, directly and through subsidiaries and business units it owns and controls.
Google is owned by Alphabet Inc., a publicly traded company incorporated and existing under thelaws of the State of Delaware and headquartered in Mountain View, California.
III. JURISDICTION
23.

The Court has jurisdiction over this action under Sections 1, 2, and 4 of the Sherman

Act, 15 U.S.C. §§ 1-2 & 4; Section 16 of the Clayton Act, 15 U.S.C. § 26; and under 28 U.S.C.
§§ 1331 and 1337.
24.

In addition to pleading violations of federal antitrust law, the Plaintiff States allege

violations of state antitrust and consumer protection laws and seek civil penalties, restitution,
disgorgement, damages, equitable relief, and/or other relief, as applicable, under those state laws.
All claims under federal and state law are based upon a common nucleus of operative facts, andthe entire action commenced by this Complaint constitutes a single case that would ordinarily be
tried in one judicial proceeding.
25.

This Court has jurisdiction over the non-federal claims under 28 U.S.C. § 1367(a), as

well as under principles of pendent jurisdiction. Pendent jurisdiction will avoid unnecessary
duplication and multiplicity of actions and should be exercised in the interests of judicial economy,
convenience, and fairness.
26.

This Court may exercise personal jurisdiction over Google because Google conducts

business in this District. Google has established sufficient contacts in this District such that
personal jurisdiction is appropriate. Google sells the products at issue throughout the United States
and across state lines. Google is engaged in, and its activities substantially affect, interstate tradeand commerce. Google provides a range of products and services that are marketed, distributed,
and offered to consumers throughout the United States, in the Plaintiff States, across state lines,
and internationally.
9IV. VENUE
27.

Venue is proper in this District under Section 12 of the Clayton Act, 15 U.S.C. § 22,

and 28 U.S.C. § 1391. A substantial part of the events or omissions giving rise to the Plaintiff
States’ claims occurred in this District. Google transacts business and is found within this District.
V.
28.

INDUSTRY BACKGROUND

The internet revolutionized the way people consume content, and along with it, thetypes of advertisements that companies can purchase to reach consumers. Image-based ads on theinternet (called “display ads”), as well as audio and video ads in the online world, have largely
supplanted their traditional print, radio, and television counterparts. In addition, the internet
ushered in completely new advertising formats, including targeted text-based ads on searchengines, shareable ads on social media, and specialized ads inside mobile phone applications.
29.

For online publishers and advertisers alike, the different online advertising formats are

not interchangeable. Online media companies that operate websites and mobile applications(“online publishers”) are necessarily restricted in the types of ad formats they can sell. A news
website, for example, can generally sell display ads alongside its news articles but cannot generally
sell search or audio ads to monetize the same content. At the same time, advertisers on the otherend of the transaction purchase one format or another to serve their different goals. For instance,
advertisers usually purchase search ads to reach consumers actively looking to make a purchase,whereas they typically purchase display ads to increase brand awareness.
30.

In addition to introducing new advertising formats, the internet changed how online

publishers sell their advertising inventory. Online publishers sell their inventory to advertisers
either directly or indirectly through ad marketplaces. The “direct” sales method refers tocampaigns that the publisher itself sells directly to advertisers, including those campaigns sold by
the publisher’s internal sales staff and through the publisher’s private auctions. For example, USA10

Today, as an online publisher, could negotiate directly with Disney, as an advertiser, to display
Disney ads atop the USA Today homepage one million times in a particular month. But a publisher
cannot always predict how many of its ad spaces will be available to sell directly to advertisers
because its inventory depends on how many users actually visit the publisher’s website. Publishers
can therefore find themselves with unsold surplus inventory, and this was the original impetus forthe development of a specialized “indirect” distribution channel whereby publishers sell their adinventory indirectly to advertisers.
31.

“Indirect” sales occur through centralized electronic trading venues called “adexchanges” and through “networks” of publishers and advertisers. Publishers selling this way
permit ad exchanges to auction off some or all of their inventory to advertisers in real time (and in
return, the ad exchange will retain a portion of proceeds).
32.

Whether online publishers sell their web display inventory directly or indirectly, theadvertisements can target specific users in real time. When a user views a website or mobile app,advertisers purchase the individual spaces for ads (“impressions”) targeted to that user.
33.

Because publishers can target ads to specific users in real time, online publishers

manage highly varied, or “heterogeneous,” inventory. One might think that a website with three
pages and three different ad slots (i.e., impressions) per page would have a total of nine unique adunits to sell. But because online ads are targeted at individual users, the same site with 1,000,000
readers actually has 9,000,000 different ad units to sell: each of the website’s impressions targeted
to each unique reader. Consequently, an online publisher’s inventory is akin to the inventory ofseats at a baseball stadium: no two pieces of inventory are the exact same and each is valued by its
particulars. In online advertising, this includes the particulars of each person viewing each ad.

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34.

Google likes to claim that it will “never sell your personal information to anyone,” with

Google CEO Sundar Pichai deceptively claiming that such a policy is “unequivocal.” But Google
leverages intimate user data and personal information to broker billions of daily online ad
impressions between publishers and advertisers that target individual users based almost entirelyon their personal information. Internal documents confirm that Google knows its users are
deceived by its misrepresentations, even as it reaps billions from ads that use personal data to target
those users. In Orwellian terms, it’s a beautiful thing for Google, the destruction of words like“sell” and “personal.”A.

Online Display Advertising Markets
35.

Online publishers and advertisers depend on several different, distinct, and non-interchangeable products to sell their web display inventory. These products include: (1) the adserver, which acts as the publisher’s inventory management system and helps the publisher sell its
inventory, (2) the marketplaces that match buyers and sellers of display ads (exchanges andnetworks, separately), and (3) the ad buying tools that advertisers must use as their middleman tobuy display inventory from exchanges. These products conduct the complex tasks associated withpricing, clearing, executing, and settling billions of display impressions every month in the UnitedStates. Google possesses monopoly power in each of these distinct markets. Imagine if thefinancial markets are controlled by one monopoly company, say Goldman Sachs, and thatcompany then owns the NYSE, which is the largest financial exchange, that then trades on thatexchange to advantage itself, eliminate competition, and charge a monopoly tax on billions of dailytransactions. Obviously, no free, fair and functioning market could operate that way. Yet, that istoday’s world of online display advertising.

12

1.
36.

Publishers’ Inventory Management Systems: Ad Servers
Large publishers such as CBS, Time, ESPN, Weather.com, and NPR depend on a

sophisticated inventory management system called an ad server to holistically manage their display
inventory on the web. Ad servers keep track of publishers’ heterogeneous ad inventory and help
them sell that inventory both directly and indirectly through exchanges, with the stated goal of
maximizing their advertising revenue. Publishers typically use a single ad server to manage all of
their web display inventory; using multiple ad servers would substantially frustrate a publisher’sability to effectively optimize management of their inventory and maximize revenue.

37.

When using an ad server, online publishers necessarily relinquish control overinventory management and revenue maximization. While a publisher can adjust some of the ways
their ad server manages and sells inventory, an ad server’s features and limitations ultimately limit
the publisher’s control. Publishers also rely on the specialization of their ad server to help themnavigate the complexities of electronic trading: ad server account analysts individually advise
13online publishers on how to adjust the ad server’s parameters to increase revenue. Put simply, in acompetitive market, ad servers advance publishers’ interests.
38.

To holistically manage a publisher’s web display inventory, the ad server performs

three internal critical tasks related to selling ad space. First, the ad server identifies the users
visiting the publisher’s webpage in order to manage ad inventory and maximize yield. When a user
visits a webpage, the ad server—on behalf of and with the permission of the publisher—identifies
the user through identification technology facilitated by the user’s web browser (e.g., Chrome or
Safari) and/or mobile device (e.g., Android or iOS). To keep track of individual users, the ad server
assigns each user a unique user ID (e.g., 5g77yuu3bjNH). By essentially “tagging” users with aunique user ID, an ad server helps publishers, ad exchanges, and advertisers know the identity andcharacteristics of each particular user associated with a publisher’s ad space. For example, anadvertiser can correlate a user’s pseudonymous ID (e.g., 5g77yuu3bjNH) with the user’s identity(e.g., John Connor) and use that identity “link” to look up additional information about the user(e.g., John Connor lives in Los Angeles, drives Harley-Davidson motorcycles, and wears Oakley
sunglasses). This, in turn, allows an advertiser to place a value on the ad space each individual user
will see. User IDs are also used for “frequency capping,” which limits the number of times a user
is shown a particular ad to avoid oversaturating the user. Additionally, user IDs facilitate
evaluation of ad campaigns’ effectiveness by allowing publishers and advertisers to track whether
a user took a subsequent action (e.g., clicking on an ad, signing up for a service, or purchasing a
product). This “attribution” is critical for some ad campaign billing models, including cost-perconversion models whereby advertisers are charged only when users take a specified action.
39.

The second critical task ad servers perform is managing how publishers sell ad spaceindirectly through advertising marketplaces such as ad exchanges. Publisher ad servers connect

14

with multiple marketplaces and let publishers automatically route their inventory into them for saleas the users load publishers’ webpages. As the middleman between a publisher and marketplaces(exchanges and networks), the ad server controls how the different marketplaces can access andcompete for a publisher’s inventory.
40.

The third critical task performed by ad servers is routing inventory correctly between apublisher’s direct and indirect sales channels. As Google’s internal documents show, only a tiny
percentage of publishers’ ad impressions are considered “high value,” which refers to impressions
targeted to users likely to make a purchase. Indeed, publishers generally make almost all (~80
percent) of their revenue from just a small portion (~20 percent) of their impressions. When apublisher like ESPN sells their most valuable inventory directly to an advertiser like Fanatics.com
for premium prices, they rely on their ad server to allocate the impressions targeted to high-value
users—e.g., sports fanatics who have a propensity for buying merchandise for their favorite sports
team—to those direct deals.

41.

Because the ad server sits between a publisher and the publisher’s indirect sales

channel, the ad server can obstruct competition between the multiple exchanges competing for
publishers’ impressions in a variety of ways. For example, the ad server might interfere with apublisher’s ability to share full information about its impressions with exchanges (e.g., the user
15

IDs associated with each publisher impression). Alternatively, an ad server might prevent
publishers from understanding how their inventory performs in one exchange versus another.
Without this transparency of information, a publisher cannot reward a better-performing exchangewith more of its business. Transparency fuels competition between marketplaces to maximize
value for publishers, and ultimately, for the consumer.
42.

Despite the relative complexity of ad servers, prior to Google’s entrance into the

publisher ad server market, ad servers were “a commodity good.” They neutrally routed
publishers’ inventory to exchanges (thereby helping publishers maximize their inventory yield)
and charged a low cost-per-impression rate or monthly subscription fee. Google’s conduct
substantially changed this market.
43.

Now, Google monopolizes the publisher ad server market for display inventory throughits product called Google Ad Manager (GAM). Google originally acquired its publisher ad serverin 2008 from DoubleClick. In 2011, Google acquired and integrated AdMeld, a yield optimization
technology that further helped publishers efficiently route inventory to exchanges and networks.
Today, GAM controls over 90 percent of this product market in the United States. Essentiallyevery major website (including, e.g., USA Today, ESPN, CBS, Time, Walmart, and Weather.com)
uses GAM. GAM, as the middleman between publishers and exchanges, has the power to foreclosecompetition in the exchange market.
2.
44.

Electronic Marketplaces for Display Advertising: Exchanges and Networks
The vast majority of online publishers in the United States today sell at least some of

their inventory to advertisers indirectly through advertising marketplaces (exchanges andnetworks). Large publishers like CNN and The Wall Street Journal predominantly use ad
exchanges, whereas smaller publishers like local newspapers and individual blogs typically use ad
networks.
16

i.
45.

Display Ad Exchanges

Ad exchanges for display ads are real-time auction marketplaces that match multiple

buyers and multiple sellers on an impression-by-impression basis. A publisher’s ad server canroute the publisher’s inventory to exchanges in real time as users load webpages. The exchanges
then connect with advertisers through their respective middleman (ad buying tools). In otherwords, the entities that have a “seat” to bid on exchanges are not the actual advertisers (e.g., Fordor a local car dealership), but their respective agents. In addition, exchanges do not bear inventoryrisk. That is, the ad exchange serves as an intermediary, connecting publishers’ inventory withwilling buyers in real time.

46.

Ad exchanges are mostly intended for large online publishers. To sell in ad exchanges,

online publishers must meet minimum impression or spend requirements. For example, Google’s
AdX exchange is only open to publishers that have 5 million page views or 10 million impressions
per month. These requirements put exchanges out of reach for many small online publishers suchas local newspapers and blogs.
47.

Google owns and operates the largest display ad exchange in the United States,

historically called the Google Ad Exchange or “AdX.” Google compares its ad exchange to17

financial exchanges like the NYSE and Nasdaq. However, contrary to Google’s comparison, AdX
is not an open exchange like the NYSE.
48.

Ad exchanges charge publishers a share of transaction value, which is currently 5 to 20

percent (or more) of the inventory’s clearing price. Google’s exchange charges publishers 19 to
22 percent of exchange clearing prices, which is double to quadruple the prices of some of its
nearest exchange competitors. For example, if Google’s exchange sells $100,000 worth of apublisher’s inventory, Google will extract at least $19,000. The dramatically higher price (or “takerate”) of Google’s exchange evidences its substantial market power.
49.

Google’s exchange fees are also exponentially higher than analogous exchange fees on

a stock exchange where, by contrast, fees are low and set by volume instead of transaction value.
Imagine if the NYSE charged an individual a fee equivalent to a double-digit percentage of thevalue of the overall stock trade—e.g., $19,000 as a transaction fee on a $100,000 stock trade. Thatis how much Google charges on transactions between an online publisher like ESPN and an
advertiser like Fanatics.
50.

Internally, Google concedes that an electronic exchange such as its own should notnormally be able to extract such high fees in the market. As one Google employee frankly
conceded, “an exchange shouldn’t be an immensely profitable business” like Google’s AdX, butshould instead be “like a public good used to facilitate buyers and sellers.” As this litigation will
make clear, Google can charge these fees for one simple reason: Google uses its monopoly overpublishers’ ad servers to unlawfully foreclose competition in the exchange market.
51.

By controlling publishers’ inventory through its ad server and simultaneously operating

the largest ad exchange, Google has inherent conflicts of interest between publishers’ best interestsand its own. Google charges a low cost for acting as publishers’ sell-side intermediary but then18

makes substantially higher fees when selling those publishers’ inventory in its exchange.
Accordingly, Google incentivizes itself to steer publishers’ inventory towards its exchange, where
it can extract double to quadruple the rate of some of its nearest exchange competitors.

ii.
52.

Ad Networks for Display and Ad Networks for Mobile In-App
Inventory

Whereas large online publishers typically sell their inventory through ad exchanges,

small online publishers predominantly sell their inventory in marketplaces called “ad networks.”
Ad networks cater almost exclusively to the needs of smaller and lower-traffic online publishers
such as local online newspapers and independent content creators’ websites and apps. Like adexchanges, ad networks match publishers’ inventory with their advertisers’ demand. But unlike
exchanges, networks do not require publishers to meet high monthly minimum impression or
spend requirements. Rather, networks obscure prices within auctions, which enables them tocapture undisclosed margins; neither the buyers nor sellers will know whether the network takes,
19

e.g., 20 or 50 percent of matched trades. Moreover, networks often carry inventory risk. That is,they purchase (and then sell) impressions on their own behalf, as opposed to purchasing on behalfof an advertiser or buy-side middleman.
53.

In the network market, there are networks for publishers that sell web display inventory,

and separately, networks for mobile applications that sell in-app inventory. Google operates theleading web display network, as well as the leading mobile app network.
54.

Google’s display advertising network, known as the Google Display Network(“GDN”), is described by Google as “the largest ad network in the world.” GDN operates as aclosed marketplace accessible only by advertisers who use one of Google’s products to buy
publisher ad inventory. Here, Google charges even higher fees—around 32 to 40 percent of eachtransaction—to the small publishers and advertisers using GDN than it does to the large players
on AdX.
55.

Google also owns AdMob, the largest ad network selling mobile app inventory on

behalf of mobile app developers such as Spotify. Google’s closest competitor in the mobile app
network market is Facebook’s Audience Network, FAN, although Google internal documentssuggest that Google’s share of the market is eight times larger than FAN’s. Advertisers can use
Facebook’s website to purchase ads on Facebook and Instagram, as well as mobile app inventory
from third-party apps like Shazam or Huffington Post who sell their inventory via FAN. In thediscrete market for mobile app networks competing to sell third-party app publishers’ impressions
to advertisers, Google and Facebook compete head-to-head.
56.

In sum, millions of websites and mobile apps sell their inventory in Google’s exchange

for display ads and its ad networks for display and mobile in-app ads. As a result, competition on

20

the buy-side among the middlemen that serve advertisers depends on access to Google’s exchange
and networks. Google is the bottleneck between publishers and advertisers.

3.
57.

Ad Buying Tools for Large and Small Advertisers
Just as publishers rely on ad servers to sell their inventory in ad exchanges, advertisers

use specialized middlemen, ad buying tools, to represent their own interests. Large advertisers use
ad buying tools called demand-side platforms (“DSPs”), while small businesses use pared-down
analogues. Google analogizes these buying tools to “brokerage houses” in financial markets, withsmall advertisers using a “fund manager to pick stocks for you” and large advertisers “using
ETrade to pick stocks yourself.”
58.

Just as publishers typically use only a single ad server, small advertisers tend to use

just one intermediary at a time to optimize buying across multiple exchanges and/or networks. Ad
buying tools let advertisers set parameters integral to their purchasing decisions, including details
21about the types of users they want to target and the maximum bids they are willing to submit forvarious types of display ad inventory. On an advertiser’s behalf, an ad buying tool uses theseparameters to automatically bid on ad space in exchanges and networks in an effort to acquire it at
the lowest cost. Some enterprise buying tools, including The Trade Desk, compete by minimizing
conflicts of interest and not simultaneously operating an exchange or sell-side ad server.
59.

Ad buying tools for large advertisers (DSPs) offer robust and complex bidding andtrading options ill-suited for smaller and less sophisticated advertisers. In fact, DSPs are socomplex that they are frequently not used or managed by the actual advertisers (e.g., Ford), but by
the advertisers’ specialized ad buying team (e.g., an ad agency or specialized division at an agency
called a “trading desk”). The different types of ad buying tools are also sold at different pricelevels. DSPs usually require high minimum monthly spend commitments, sometimes $10,000 or
more, whereas ad buying tools for small advertisers can require just a few dollars to get started.
For example, Amazon’s DSP requires a monthly commitment of over $35,000, while Google’s
buying tool for small advertisers (Google Ads) requires no monthly minimum spend.

22

60.

When a user visits a publisher’s website, the ad server can route the publisher’savailable impressions to exchanges, along with information about the impression, including theuser’s ID, the ad slot’s parameters, and any rules about pricing. Each exchange then sends a “bidrequest” to the ad buying tools who have a “seat” to bid in the exchange and act as advertisers’
middlemen. These bid requests also contain information about the impression at issue and convey
a “timeout,” which is the amount of time the advertisers have to respond with their “bid response.”
Within this timeframe, which is typically a mere fraction of a second, each ad buying tool must
unpack the information contained in the bid request, gather and deploy personal information about
the user, determine the appropriate price to bid on behalf of the prospective advertiser, and returna bid response to the exchange. When time expires, each exchange closes its auction, excludes anylate bids, and chooses a winner. The publisher’s ad server then selects the advertisement associatedwith the highest exchange bid and returns it on the user’s page before the page has even finishedloading. The user simply sees a display ad adjacent to the web content they are reading. Thisleveraging of personal information in a real-time auction happens every minute of every day for
millions of Americans browsing the internet.

23

61.

To compete effectively in an exchange’s auction, not only must ad buying tools returnbids to exchanges before their timeout expires, but they must be able to adequately identify relevantcharacteristics of the user associated with each impression (e.g., an impression targeted to John
Connor the motorcycle enthusiast verses an impression targeted to a user who has shown nointerest motorcycles). An exchange as large as Google’s can exclude and harm competition
between the bidders in its auction by giving a subset of bidders an advantage in terms of, e.g.,
information (e.g., more robust information about the user) or speed (e.g., longer timeouts, whichtranslates to more time to calculate and return bids).
62.

Google operates the largest buy-side middlemen for advertisers, i.e., the ad buying tools

for both large and small advertisers. Google’s DSP (enterprise buying tool for large advertiserssuch as Toyota or Nestle) is called DV360; it arose from Google’s acquisition of the DSP Invite
Media. Google’s ad buying tool for small advertisers, on the other hand, is called “Google Ads,”
and it is designed for (what Google calls) the “smaller, less sophisticated advertisers.” DV360
charges advertisers an 8 to 9 percent commission to purchase inventory from exchanges, whereas
24

Google Ads charges small advertisers a much higher and undisclosed 15 percent commission whenpurchasing inventory from Google’s exchange.
63.

Although Google executives considered “creating a completely neutral platform likethe NYSE,” they ultimately chose instead to stack the deck in their favor by owning the exchange
and giving preferred access to Google’s buy-side middlemen. Indeed, Google’s exchange gives
Google Ads and DV360 information and speed advantages when bidding on behalf of advertisers.
Such preferred access helps explain why Google’s ad buying tools win the overwhelming
majority—over 80 percent—of the auctions hosted on Google’s dominant ad exchange, AdX.
64.

Google’s ad buying intermediaries also do not always act in the best interests of theirclients. For instance, Google subjects the smaller and less sophisticated advertisers to complicatedarbitrages that are extraordinarily difficult to understand. Specifically, when bidding on behalf of
those advertisers on Google’s exchange, Google can manipulate or adjust their bids. Google also
processes their bids through two auctions, keeps a spread between the two, and does not disclose
to the advertiser the price that ad space actually cleared on Google’s exchange. Google discloses
this in fine print distributed across multiple separate documents. When Google ultimately explains
why it “automatically” routes advertisers’ bids across multiple markets, the language ismisleading: “If you go butterfly hunting during the height of summer, the bigger your butterfly
net, the more butterflies you’ll be able to catch.” Google, however, does not clarify who it ishunting.

25

VI. THE RELEVANT MARKETS AND GOOGLE’S MARKET POWER
A.

Publisher Inventory Management: Publisher Ad Servers
1.
65.

Publisher ad servers for web display inventory in the United States are arelevant antitrust market.
Publisher ad servers for web display inventory (“publisher ad servers”) in the UnitedStates are a relevant antitrust product market. Publisher ad servers are inventory management
systems that publishers use to holistically manage their online display advertising inventory—theimage-based graphical ads shown alongside web content. Ad servers provide publishers withfeatures such as: (1) reservation-based sales technology to support the publisher’s direct sales
efforts; (2) inventory forecasting technology to help the publisher determine what inventory will
be available to sell; (3) a user interface through which the publisher’s sales team can input ad
requirements and parameters; (4) co-management of direct and indirect sales channels; (5) report
generation of ad inventory performance; (6) invoicing capabilities for the publisher’s direct
campaigns; (7) a decision engine for determining what ad will ultimately serve on the publisher’s
page; and (8) yield management technology.
66.

Generally, ad servers charge publishers based on the volume of ads served. Most

publishers “single home,” using just one ad server to holistically manage all of their web display
inventory. When a publisher sells more than one type of inventory (e.g., web display, in-app,
and/or video), they might use one ad server for their display inventory and a second for their inapp or video inventory, or they might still use a single ad server that manages all of their ad formats.
Using multiple ad servers for the same format, however, would create conflicts between the adservers, thereby defeating the point of the ad servers’ crucial inventory management functions.
67.

Publisher ad servers are unique. They are not interchangeable with exchanges,

networks, advertiser ad servers, or ad buying tools for large or small advertisers. None of those26

products can manage a publisher’s direct sales channel or offer the reporting, invoicing, or
forecasting functions publishers need to holistically manage their inventory and optimize yield.
68.

Advertising marketplaces, including ad networks and exchanges, are not effective

substitutes for publisher ad servers. For example, Google’s exchange is not, and cannot serve as,
an ad management platform for direct sales. Google said as much when seeking to acquire
DoubleClick, making explicit representations to the United States Federal Trade Commission(“FTC”) regarding the non-interchangeability of ad servers and networks. Indeed, Google
described any suggestion that ad servers and ad networks are interchangeable as “seriously flawed
and utterly divorced from commercial reality.” More specifically, Google represented that its
existing display ad network (then called AdSense) and the ad server it sought to (and then did)acquire (DFP) “are not direct substitutes” (emphasis added), explaining that “[i]f the price of DFP
were increased by a small but significant amount, customers would switch to other publisher-side
ad serving products, such as those provided by 24/7 Real Media, Atlas/aQuantive.” In other words,
Google has long acknowledged that while publisher ad servers are substitutes for each other, ad
networks and other advertising marketplaces are not.
69.

Building an ad server is not a substitute for licensing an ad server. Building an ad server

from scratch requires scale, substantial capital, and deep access to highly sophisticated engineeringresources; it is a viable option usually only for the very largest online publishers (e.g., Facebook).
And the few publishers who have built in house ad server technology do not license it to third
parties. So, neither building an ad server from scratch nor licensing another publisher’s in housead server is an alternative to licensing a publisher ad server.
70.

Publisher ad servers’ customers are large and medium online publishers who need to

manage both direct and indirect sales channels, including, e.g., CBS, Spotify, Time, ESPN, Major

27

League Baseball, Walmart, Weather.com, The New York Times, The Wall Street Journal, eBay,
NBC, Pandora, Trip Advisor, NPR, Buzzfeed, and many more. But smaller publishers lacking
significant direct sales volume do not use publisher ad servers. Google advertises this distinction
to potential customers: “Google Ad Manager is an ad management platform for large publishers
who have significant direct sales.”71.

The relevant geographic market for publisher display ad servers is the United States.

Publisher ad servers available in other countries are not a reasonable substitute for ad servers
available in the United States.
2.
72.

Google has monopoly power in the publisher ad server market.
Google has monopoly power in the publisher ad server market in the United States.

Google’s monopoly power in this market is supported and evidenced by its high market share.
More than 90 percent of large publishers use Google’s publisher ad server, Google Ad Manager(“GAM” f/k/a “DFP”), according to published reports. Google internal documents show that GAM
served the vast majority—75 percent—of all online display ad impressions in the United States inthe third quarter of 2018.
73.

Google’s own documents confirm that it has held a consistent monopoly position in the

publisher ad server market for at least a decade. By 2012, just four years after Google acquired
DoubleClick, Google estimated that 78 percent of large online publishers in the United States used
Google’s ad server. Since then, Google’s closest competitors have either exited the market entirely
or have been relegated to negligible market shares.
74.

As above, Google urged the FTC to permit its acquisition of DoubleClick by positingthat several competing publisher ad servers—24/7 Real Media and Atlas/aQuantive—were viable
alternatives for publishers if Google were to increase DFP’s prices. Those competitors have sinceexited the market.
28

75.

Google’s monopoly power in the publisher ad server market is further confirmed bydirect evidence. Defying the existence of competitive restraints, Google has degraded quality andcharged supra-competitive fees in the publisher ad server market. For example, Google’s ad server
now charges publishers for routing their inventory to exchanges and networks. When deciding
how much to charge publishers for routing their inventory to non-Google exchanges, Google
arbitrarily landed on 5 percent of gross spend; they did not consider competitive constraints suchas what the market would bear. On top of this, Google’s ad server charges a 10 percent fee of grosstransactions for routing publishers’ inventory to non-Google ad networks. When publishers route
their inventory to exchanges and networks using a non-Google routing service called header
bidding, publishers pay no fee whatsoever for routing to exchanges and networks. Google’s
unilateral ability to extract non-competitive ad server fees demonstrates its monopoly power.
76.

Instead of pursuing and providing procompetitive welfare-enhancing innovations with

its publisher ad server, many of Google’s product changes actually degraded quality, thereby
further illustrating Google’s monopoly power and the utter lack of real competitive constraints inthe publisher ad server market. Examples are numerous and discussed throughout this Complaint;
they include unpopular changes such as Dynamic Allocation, Enhanced Dynamic Allocation, andGoogle’s prohibition on publishers setting different price floors for different ad exchanges and ad
buying tools (which depresses publishers’ inventory yield for Google’s direct benefit). Despitewidespread publisher dissatisfaction over the price and quality of Google’s ad server, Google has
not suffered any loss to its ad server market share or dominance.
77.

Google’s market power in the publisher ad server market is protected by significant

barriers to entry and expansion, notably including high switching costs. For publishers, switching
ad servers is both risky and resource intensive. Some publishers have inventory on hundreds of29

thousands, or even hundreds of millions, of webpages, which makes switching ad servers
exceedingly expensive, difficult, and time consuming. Moreover, the switching process also entails
significant revenue risk, as even minor glitches during the transition can disrupt and prevent
delivery of advertiser campaigns. Industry experts compare a change in ad servers to “switchingengines in mid-flight.” Google’s internal documents confirm publishers’ high switching costs.
Because switching costs are high, publishers are effectively locked in.
78.

In addition to high switching costs in the ad server market, Google’s own

anticompetitive conduct imposes additional barriers to entry and expansion. The most notable isprobably Google’s tying of its publisher ad server with its ad exchange, ad network, and ad buying
tools. As addressed further in the Anticompetitive Conduct section below, once Google had botha publisher ad server (acquired from DoubleClick) and an ad exchange (launched in 2009), they
made it so the massive number of advertisers using Google Ads (the ad buying tool for smaller
advertisers to bid on display space) could transact only in Google’s own ad network and/or ad
exchange, not in any non-Google network or exchange. With so many advertisers funneledexclusively into Google’s exchange, Google also made it so that publishers could receive bids
from these advertisers (necessary for maximizing yield) only by licensing Google’s ad server andtransacting in Google’s exchange. The resulting situation imposes near-insurmountable barriers toentry and expansion for any potential or actual provider of publisher ad server technology.
Moreover, this situation further illustrates how Google’s pricing power is unencumbered bycompetitive constraints: Google demanded that it represent the buy-side, where it extracted one
fee, as well as the sell-side, where it extracted a second fee, and it also forced transactions to clear
in its own network and exchange, where it extracted even more fees.

30

B.

Ad Exchanges
1.
79.

Exchanges for web display inventory in the United States are a relevant
antitrust market.
Exchanges for web display inventory (“exchanges”) in the United States are a relevant

antitrust product market. They are marketplaces in which publishers’ display inventory is
auctioned off to end-advertisers (through advertisers’ middlemen) on an impression-by-impression
basis and in real time. On the sell-side, exchanges generally interface with publishers through the
publishers’ ad server (e.g., Google’s ad server). On the buy-side, they interface with advertisers
through ad buying tools, including those for large advertisers (e.g., Google’s DV360) and for small
advertisers (e.g., Google Ads), and sometimes, even ad networks.
80.

Exchange marketplaces exhibit several unique features. First, they do not bear

inventory risk. Instead, they connect a publisher’s inventory with an immediate willing buyer, as
opposed to purchasing and then reselling ad space. Second, exchanges monetize by charging the
publisher with a transparent percentage of transaction value, as opposed to monetizing via
arbitrage or taking a non-transparent fee. Third, to sell directly on an exchange, most exchanges
require publishers to meet minimum monthly requirements for impression volume and/or spend.
This puts direct relationships with exchanges out of the reach of smaller publishers, who are
effectively relegated to selling their inventory in the less-transparent marketplaces called networks(addressed below). Finally, large advertisers (e.g., Procter & Gamble) purchase primarily in
exchanges, not networks; so in order to efficiently sell ad space to these large advertisers,
publishers must also transact there.
81.

The publishers who license Google’s ad server and sell their display inventory throughmarketplaces primarily do so through exchanges, not networks. For example, one major online

31

publisher in the United States sold over 80 percent of their indirect display inventory to exchanges,
not networks.
82.

Ad exchanges are unique and not interchangeable with publisher ad servers, ad

networks, or ad buying tools for large or small advertisers; those products serve different types ofcustomers (e.g., advertisers on the buy-side rather than publishers on the sell-side). They also havevastly different sets of features and price points. A small but significant increase in the price of an
ad exchange does not cause publishers to switch, e.g., to an ad server, ad network, or ad buying
tool, as none of those products provide a real-time auction marketplace with the features unique toexchanges.
83.

Ad exchanges are also not interchangeable with direct sales channels. For publishers,

selling inventory directly requires substantial investment in and development of expertise aroundmanaging, selling, and serving online ad campaigns; it is an expensive proposition for publishers.
For advertisers, buying inventory directly likewise requires considerable expertise and ongoinginvestment. For direct deals, publishers and advertisers alike typically must hire and maintaininternal staff to manage these one-to-one relationships. As a result, the direct sales channel tends
to be reserved for very high-value publisher-advertiser transactions. For instance, a large online
publisher like The Wall Street Journal would generally not directly transact with a local Forddealership, as the monthly value of those transactions would probably be no more than a few
thousand dollars. They would, however, gladly transact with that dealership indirectly through an
ad exchange, even if the total value of monthly transactions was just a few dollars. Reflecting thesedifferences, ad servers and exchanges charge publishers completely different prices. Ad servers
tend to charge publishers a low fixed-cost per volume of ads served, whereas exchanges tend to
charge publishers anywhere from 5 to in excess of 20 percent of each impression’s clearing price.

32

Ultimately, a small but significant increase in price for ad exchanges does not cause customers toswitch to publisher ad servers, and the barrier to switching outweighs the cost.
84.

The relevant geographic market for display ad exchanges is the United States. Display

ad exchanges available in other countries are not a reasonable substitute for display ad exchanges
available in the United States.
2.
85.

Google has monopoly power in the exchange market.
Google has monopoly power in the United States in the display ad exchange market.

Despite an early competitive landscape, Google’s ad exchange (historically called AdX) has
enjoyed dominance in the United States since at least 2013. By October 2019, it transacted over
60 percent of all display ad inventory sold on ad exchanges in the United States, and thatpercentage has increased substantially since Google’s introduction of Unified Pricing rules in late2019 (as addressed further in the Anticompetitive Conduct section below).
86.

Finally, for online publishers with high-value users, Google’s exchange transacts aneven greater share of impressions. For example, Google’s exchange transacts over 80 percent of
one major online publisher’s exchange impressions, even though the publisher routes and sells its
impressions in at least six other exchanges.
87.

The closest competitors to Google’s exchange include the exchanges provided by

Magnite, AT&T’s Xandr, and Index Exchange. But those exchanges transact much smaller sharesof publishers’ exchange impressions; in comparison to the more-than 60 percent of indirect
impressions flowing through exchanges that Google’s exchange routinely transacts, Google’s
closest exchange competitors typically transact a mere 4 to 5 percent of the same publishers’
exchange impressions.
88.

Direct evidence confirms Google’s monopoly power in the display ad exchange

market. Google’s exchange has the power to control prices. It is able to charge supra-competitive33

prices, which are 19 to 22 percent of every trade. By contrast, the prices charged by Google’s
closest exchange competitors are considerably lower: from 15 percent down to a mere 5 percent.
Despite their lower prices, these competing exchanges are simply unable to grow their market
share.
89.

Additionally, Google’s ability to increase prices (i.e., its take rate) in the exchange

market further demonstrates its durable monopoly power. Google’s 2018 internal documents
observed that “[r]ecent market dynamics ... are putting pressure on the 20% fee.” Nevertheless,
Google did not reduce its average exchange take rate from 2017 to 2020. In fact, Google increased
its exchange take rate from 2017 to 2019 (from 20 percent for third-party buyers buying through
AdX in 2017 to 22 percent in 2019). The fact that Google did not lower its take rates, and insteadincreased them, demonstrates that Google has insulated its exchange from any of the competitivemarket dynamics that would otherwise incentivize them to lower their prices.
90.

Google’s monopoly power is also evidenced by the fact that its exchange does not lose

market share when competitors drop their prices. For example, when rival exchanges attempted togain market share by lowering their prices in 2017, Google’s exchange maintained or evenincreased prices and still increased its market share. Competing exchanges have not been able tomeaningfully increase their market shares, despite some cutting their take rates by half.
91.

Google’s market power in the exchange market is also protected by significant barriers

to entry and expansion. The first is a sort of chicken-and-egg problem; a new entrant must achievea sufficient scale of both publishers and advertisers on its exchange to become viable. A second
barrier is imposed by Google itself. Employing a variety of anticompetitive tactics, Google
unilaterally captures a large volume of the transactions otherwise available to competingexchanges by causing its publisher ad server to preferentially route transactions to its exchange (as34addressed further in the Anticompetitive Conduct section below). Moreover, Google imposes yet
another barrier by exclusively and preferentially routing the bids of advertisers who use DV360
and Google Ads to Google’s exchange (through a separate set of anticompetitive conduct
addressed below).
C.

Ad Networks
1.
92.

Networks for web display inventory in the United States are a relevant
antitrust market.
The market for web display ad networks (“networks”) in the United States is a relevant

antitrust product market. Display ad networks are a type of indirect marketplace that differ fromexchanges in their features and price points. While networks, like exchanges, match publishers’
ad inventory with advertisers, networks do not necessarily do this on a real-time impression-byimpression basis. Moreover, networks often carry inventory risk. That is, they purchase (and thensell) impressions on their own behalf, as opposed to purchasing on behalf of an advertiser or buyside middleman. Networks often do not provide impression-by-impression price transparency tothe sell- or buy- sides of the transaction (i.e., the publishers or the advertisers). Instead, networks
obscure prices within auctions, which enables them to capture undisclosed margins; neither thebuyers nor sellers will know whether the network takes, e.g., 20 or 50 percent of matched trades.
The qualitative differences between exchanges and networks result in two entirely different pricepoints: networks are more expensive than exchanges on a per transaction basis.
93.

Compared to exchanges, networks tend to match smaller advertisers’ ads with ad spacefrom smaller publishers. Smaller publishers (e.g., local newspapers, niche websites, and blogs witha comparatively lower volume of impressions) are attracted to networks because, unlike
exchanges, networks rarely require publishers to meet minimum impression or spend
requirements. For example, Google does not impose monthly page view or impression
35requirements on publishers who sell through Google’s network (the Google Display Network or“GDN”). Additionally, networks tend to be more restrictive on the buy-side, often refusing toaccept bids from ad buying tools for large advertisers (DSPs).
94.

Ad networks are unique. They and not interchangeable with publisher ad servers,

exchanges, or ad buying tools for large or small advertisers; those products serve different typesof customers (e.g., advertisers on the buy-side rather than publishers on the sell-side). They also
have vastly different sets of features and price points. A small but significant increase in the priceof an ad network does not cause publishers to switch, e.g., to an ad server, an ad exchange, or an
ad buying tool, as none of those products provide smaller publishers and advertisers with thefeatures unique to network marketplaces.
95.

The relevant geographic market for display ad networks is the United States. Display

ad networks available in other countries are not a reasonable substitute for display ad networks
available in the United States.
2.
96.

Google has monopoly power in the network market.
Google has monopoly power in the web display ad network market in the United States.

Google describes its ad network (GDN) as “the largest ad network marketplace in the world.”
GDN reaches more user impressions and websites than any other display network, including over2 million small online publishers globally. No other display ad network in the United States reaches
as many publishers and advertisers. Google has immense scale amongst the long tail of small
online publishers.
97.

Direct evidence confirms Google’s monopoly power in the display ad network market.

GDN charges high double-digit commissions of at least 32 percent on advertising transactions,which, according to public sources, is double the “standard rate” elsewhere in the industry.
Internally, Google acknowledges that its fees are very high and that it can demand them because36

of its market power. For example, in an internal 2016 conversation, Google executives commented
that Google’s ad networks make “A LOT of money” with its commission, and they acknowledgedthat they do this because, quite simply, “we can.” “Smaller pubs don’t have alternative revenue
sources,” explained one Google employee when addressing the lack of viable competing ad
networks available to its customers.
98.

Significant barriers to entry and expansion protect Google’s display ad network

monopoly power. Employing a variety of anticompetitive tactics, Google unilaterally captures alarge volume of the transactions otherwise available to competing networks by causing its
publisher ad server to preferentially route transactions to its display ad network (as addressed
further in the Anticompetitive Conduct section below). Moreover, Google imposes yet anotherbarrier by preferentially routing the bids of advertisers who use Google’s ad buying tool for small
advertisers (Google Ads) to its own GDN ad network (through a separate set of anticompetitive
conduct addressed below). Scale also operates as a barrier to entry. Ad networks need scale on
both the supply and demand sides; natural network effects make it difficult for any new networks
to enter and achieve scale.
D.

Ad Buying Tools for Large and Small Advertisers
99.

Just as publishers use ad servers to advance their own interests (e.g., inventory

management and maximizing revenue), advertisers use ad buying tools to advance their own
interests (e.g., accessing and purchasing ad inventory appropriate for their campaigns at the lowest
prices). Broadly speaking, ad buying tools let advertisers set parameters integral to their purchasing
decisions, including details about the types of users they want to target and the maximum bids they
are willing to submit for various types of display ad inventory. Ad buying tools then use theseparameters to automatically bid (on the advertiser’s behalf) for ad space in exchanges andnetworks.
37

100.

But there are two distinct types of ad buying tools—those for small advertisers andthose for large advertisers—and they are not usually interchangeable with each other. Ad buying
tools for small advertisers are, in essence, pared-down analogues of the ad buying tools for large
advertisers, which are typically referred to as DSPs (demand-side platforms).
101.

These two different types of ad buying tools differ widely in both the features they offer

and the pricing and minimum spend requirements they impose. Fundamentally, DSPs serve andare designed for a different type of advertiser than ad buying tools for small advertisers. DSPs
offer robust and complex bidding and trading options ill-suited for smaller and less sophisticatedadvertisers. In fact, DSPs are so complex that they are frequently not used or managed by the actual
advertisers (e.g., Ford), but by the advertisers’ specialized ad buying team (e.g., an ad agency or
specialized division at an agency called a “trading desk”). Conversely, ad buying tools for small
advertisers usually do not meet the transparency, optimization, sophistication, or bidding needs oflarge advertisers.
102.

Furthermore, the different types of ad buying tools are also sold at different price levels.

DSPs usually require high minimum monthly spend commitments, sometimes $10,000 or more,
whereas ad buying tools for small advertisers can require just a few dollars to get started. For
example, Amazon’s DSP requires a monthly commitment of over $35,000, while Google’s buying
tool for small advertisers (Google Ads) requires no monthly minimum spend. In 2020, Google Ads
had thousands of advertisers that spent less than $250 per month on web display inventory in the
United States; none of those advertisers would have been able to switch to Amazon’s DSP or The
Trade Desk because each has minimum spend requirements of over $1,000 per month. So while
Amazon’s DSP and The Trade Desk compete with Google’s DV360, they do not compete for thesmall advertisers using Google Ads. Thus, a small but significant increase in price of an ad buying

38

tool for small advertisers does not cause advertisers to switch to ad buying tool for large
advertisers.
1.

Web display ad buying tools for small advertisers in the United States
constitute a relevant antitrust market.

103.

The market for web display ad buying tools (“ad buying tools”) for small advertisers

in the United States is a relevant antitrust market. These tools provide an interface that smaller
advertisers (e.g., real estate agents, plumbers, builders, doctors, and car dealerships) can use to bid
on and purchase the display ad inventory available on ad exchanges and in ad networks. These
tools allow small advertisers to optimize for their own interests, including purchasing the best
quality display ad inventory for the lowest prices.
104.

As above, ad buying tools for small advertisers are not usually interchangeable withthe ad buying tools for large advertisers. Nor are ad buying tools for small advertisersinterchangeable with ad servers, ad networks, or ad exchanges; those products do not provide small
advertisers with an interface to bid on and purchase ad inventory in exchanges or networks. Those
products also differ significantly from ad buying tools for small advertisers insofar as they serve
different types of customers, have different features sets, and come with different price and entry
points. Those products are not viable alternatives in response to a small but significant priceincrease because they do not provide small advertisers with the features of an ad buying tool at anaffordable price point.
105.

The relevant geographic market for display ad buying tools for small advertisers is theUnited States. Display ad buying tools for small advertisers available in other countries are not areasonable substitute for the display ad buying tools for small advertisers available in the UnitedStates.

39

2.

Web display ad buying tools for large advertisers in the United States
constitute a relevant antitrust market.

106.

The market for web display ad buying tools for large advertisers in the United States isa relevant antitrust market. These tools provide an interface that large advertisers (e.g., Ford or
Nike) use to bid on and purchase display ad inventory on ad exchanges and in ad networks. These
tools allow large advertisers to optimize for their own interests, including purchasing the best
quality display ad inventory on exchanges for the lowest prices.
107.

As above, ad buying tools for large advertisers are not usually interchangeable with thead buying tools for small advertisers. Nor are ad buying tools for large advertisers interchangeablewith ad servers, ad networks, or ad exchanges; those products do not provide large advertisers withan interface to bid on and purchase ad inventory in exchanges. Those products also differ
significantly from ad buying tools for large advertisers insofar as they serve different types ofcustomers, have different features sets, and come with different price and entry points. Thus, asmall but significant increase in price of an ad buying tool for large advertisers, would not cause
those advertisers to switch to an ad server, an exchange, or network.
108.

The relevant geographic market for display ad buying tools for large advertisers is theUnited States. Display ad buying tools for large advertisers available in other countries are not areasonable substitute for the display ad buying tools for large advertisers available in the UnitedStates.
3.

Google has monopoly power in the web display ad buying tool market for small
advertisers.

109.

Google’s ad buying tool Google Ads has monopoly power in the United States in the

web display ad buying tool market for small advertisers. Ad buying tools for small advertisers40

serve startups and local businesses such as real estate agents, doctors, dentists, restaurants,
automotive repair shops, craftsmen, electricians, hair salons, architects, and landscapers.
110.

Google’s records reveal that advertisers using Google Ads purchase at least half of theimpressions in Google’s ad exchange (which is the largest ad exchange), and over 60 percent of
the impressions on Google’s display network, GDN (which is the largest ad network).
111.

The market power of Google Ads is also evidenced by the fact that Google’s exchange

charges supra-competitive fees for exclusive access to Google Ads advertisers. Google’s
documents confirm as much, describing its exchange’s ability to charge double to quadruple theprices of some of its nearest exchange competitors because of exclusive access to Google Ads
advertisers. The ability to extract such rents, dependent on Google Ads exclusivity, demonstrates
Google Ads’ monopoly power. Moreover, running sequential auctions allows Google to extract
additional non-transparent margins, which it does not disclose to advertisers.
112.

Google Ads also has market power over the small advertisers it serves because mostrely on a single ad buying tool for a given advertising format (e.g., display ads). These small
advertisers tend to single home because using multiple ad buying tools imposes substantial
additional costs in terms of the time, effort, training, and expenses that would be necessary to
manage campaigns across different ad buying tools. Google Ads also does not permit small
advertisers to completely export the data they need to easily switch to another ad buying tool. As
a result, while very large advertisers might be able to absorb the costs of using multiple ad buying
tools at a time, small advertisers almost always use just one at a time.
113.

Google’s market power with Google Ads is protected by at least four critical barriers

to entry and expansion. First, Google Ads charges opaque fees and does not let advertisers readily
audit the ad inventory Google purchases on their behalf. These act as barriers because they impede

41

advertisers from switching to, e.g., a lower-cost or higher-quality provider. Second, Google’s
practice of withholding YouTube video inventory from rival ad buying tools (addressed below)
effectively locks single-homing small advertisers into Google’s ad buying tool. In addition, otherproviders of ad buying tools indicate that it does not make economic sense to try to compete with
Google Ads for small advertisers, because they cannot achieve sufficient scale with smaller
advertisers who want to buy display, YouTube, and even search ads, through just one tool. Finally,
advertisers use ad buying tools to keep track of the users they have targeted with ads, the users thathave made purchases, and the users that they want to keep targeting with more ads. Google Ads
limits advertisers from accessing and taking this data with them to another tool. As a result,advertisers are locked in and have high switching costs; switching to a different ad buying tool
provider means abandoning the valuable data and intelligence they already gathered in Google
Ads and starting over from scratch.
E.

YouTube1.

Instream online video advertising is a relevant antitrust market in the UnitedStates.

114.

The market for instream online video advertising in the United States is a relevant

antitrust market. Online instream ads occur within the video stream of a video the user is watching(e.g., a video ad before, during, or after a YouTube video), while outstream ads occur when theuser scrolls through other content (e.g., a video ad that automatically plays when scrolling throughan article). Instream online video advertising is not interchangeable with other types of online
advertising, like search or display advertising. Instream online video advertising typically serves
distinct campaign goals for advertisers and usually commands significantly higher prices than
online display ads, suggesting that online display ads do not constrain the prices of instream online
video ads. Instream online video advertising is also not interchangeable with outstream video42

advertising since the end-user behavior differs significantly—an end-user passively watches
instream video but scrolls through outstream video—leading advertisers to view the ad spaces
differently.
2.
115.

Google has market power in the instream online video advertising market.
YouTube has market power in the instream online video advertising market.

YouTube’s share of the overall online video advertising market is at least 43 percent in the UnitedStates, and potentially much higher for instream online video advertising. Further, YouTube has
immense reach amongst consumers in the United States, reaching approximately 190 million suchconsumers. Among younger U.S. consumers, 77 percent of U.S. internet users aged 15-25 used
YouTube, as measured in Q3 2020. Even amongst older age-groups, YouTube’s reach was at least
67 percent. YouTube’s substantial reach among U.S. consumers makes it a “must-have” source of
online instream video inventory for advertisers and is considered a “strategic anchor” by Google
for its buying tool DV360. Accordingly, Google wields significant market power in the instream
online video ads market, as demand for YouTube content is unique compared to other online video
publishers that sell instream online video advertising adjacent to short-form user created video
content.
116.

The relevant geographic market for online instream video advertising is the UnitedStates. Online instream video advertising available in other countries is not a reasonable substitutefor the online instream video advertising available in the United States.
VII. ANTICOMPETITIVE CONDUCT
117.

Google unlawfully forecloses competition in the market for publisher ad servers, in themarket for ad buying tools for large advertisers, in the market for ad buying tools for small
advertisers, and in the separate markets for ad exchanges and ad networks. Google excludes
competition by engaging in conduct unlawful under settled antitrust precedent, including through43

unlawful tying arrangements, a pattern and practice of exclusionary conduct targeting actual andpotential rivals, and even a market allocation and price fixing agreement with Facebook, its largest
potential competitive threat in the publisher ad server and ad network markets.
A.

Google forces publishers to license Google’s ad server and trade in Google’s ad
exchange.
118.

Prior to Google’s anticompetitive conduct, the markets for ad exchanges and publisher

ad servers were competitive. When Google originally entered the ad exchange market in 2009,
publishers and advertisers had been trading in exchanges for some time. Google was late to enter
the ad exchange market and faced significant competition from large and well-funded players like
Microsoft and Yahoo!. In 2009, the Yahoo! exchange alone, for example, processed nine billion
daily ad impressions. After launching that same year, Google’s exchange transacted fewer than
200 million daily impressions. At the time, Google also faced significant competition in the
publisher ad server market. Google acquired its publisher ad server from DoubleClick in 2008 but
faced competition from companies such as 24/7 Real Media (owned by WPP PLC), aQuantive(owned by Microsoft), and ValueClick (publicly traded).
119.

Google, however, quickly began pursuing an unlawful strategy to foreclosecompetition in both markets. At the time, Google operated an ad buying tool for small advertisers
and already had significant power in that market. Nearly one million small advertisers across thecountry—including restaurants, clothing stores, doctors, and electricians—used Google’s adbuying tool to bid on display ad space. Immediately after acquiring a publisher ad server andlaunching its exchange in 2009, Google began to require that the small advertisers bidding through
Google Ads transact in both Google’s ad network and Google’s ad exchange. Google also requiredthat the large publishers wanting to receive bids from this enormous group of small advertiserstrade in Google’s exchange and license Google’s ad server. In essence, Google demanded that it
44

represent the buy-side, where it extracted one fee, as well as the sell-side, where it extracted asecond fee, and it also forced transactions to clear in its own exchange, where it extracted a third
fee.
120.

Google was able to force publishers and advertisers to trade in Google’s exchange, andpublishers to license Google’s ad server, because Google’s ad buying tool for small advertisers
has had substantial market power in the United States for at least a decade. Google originally called
its product for small advertisers AdWords, but it is now known as Google Ads. In 2009, some
250,000 small and medium advertisers in the United States used this ad buying tool to purchasesearch and display ads. And since then, the number of advertisers using this tool to purchasedisplay inventory on exchanges has rapidly increased even further. In 2013, the number ofadvertisers using Google Ads doubled to two million. Today, millions of small- to medium-sizedbusinesses use Google Ads to bid on and purchase display ad space trading in Google’s AdX
exchange, and those advertisers do not have alternative tools to use. Other ad buying tools
attempting to compete reached far fewer advertisers, and most have now exited the market
altogether, leaving advertisers without alternatives to Google’s dominance.
121.

Google gained its monopoly in the market for ad buying tools for small advertisers inpart due to its monopoly in the display ad network market and its significant scale in searchadvertising. By 2009, Google’s ad network GDN was the leader in reach (unique visitors topublishers’ sites); Google leveraged this fact by requiring the use Google Ads by any advertiser
seeking to purchase ad space through GDN. Similarly, Google required small advertisers to use
Google Ads to purchase search ads on Google Search. Google’s relationships with small
advertisers seeking to purchase display advertising is based on its enormous scale in searchadvertising. Having already established a relationship with small advertisers by selling search45

advertising, the marginal cost for selling display advertising to those same small advertisers is
negligible. Google’s competitors, by contrast, find it uneconomical to reach a sufficient number ofsmall advertisers at scale to offer buying tools to compete with Google Ads.
122.

Google Ads also had market power over its small advertisers because those advertisers

almost always use just one ad buying tool at a time. When deciding which ad buying tool to use,most advertisers chose Google’s because it was the only way to purchase Google Search ads anddisplay ads on Google’s leading display network, GDN.

123.

Google monopolized the exchange and ad server markets by forcing publishers tolicense Google’s ad server and trade in Google’s exchange in order to receive bids from the morethan one million advertisers using Google’s buying tool, Google Ads. First, Google automaticallyrouted small advertisers’ ad network bids to Google’s exchange. Additionally, Google refused toroute advertisers’ bids to non-Google exchanges. Next, Google programmed its exchange to return
real-time bids only to those publishers using Google’s new publisher ad server. As Google’s
wrote in an internal PowerPoint presentation in 2014, “AdX is
also the only platform with direct access to the entirety of AdWords demand, one of the world’s
largest ad networks.”
46

124.

Through this conduct, Google acted against the best interests of the small advertisers

bidding through Google Ads. If Google were serving the interests of the small businesses using
Google Ads, Google would have routed their bids to the exchanges that offered the lowest prices
for the identical inventory, just as competing ad buying tools did. In a competitive market,
advertisers prefer to buy across multiple exchanges in order to reach the largest possible pool of
supply at the best possible prices, thereby enabling and fostering competition between theexchanges.
125.

Internal Google documents reveal that Google imposed these bid routing restrictions

for the express purpose of foreclosing competition. In a Display Strategy document from August
2012, Google noted that they “are artificially handicapping [their] buyside [Google Ads] to boost
the attractiveness of [their] sell-side (AdX). Specifically, to limit [Google Ads] to buying only on
AdX, an exclusivity that makes AdX more attractive to sellers.”
126.

Because publishers are interested in exchanges returning real-time bids for theirinventory, Google effectively required publishers to use its ad server in order to work with its
exchange. Publishers also only use a single ad server at a time to manage their inventory, so they
had to forgo either (a) using any competing ad server or (b) access to the enormous pool ofadvertisers using Google Ads and bidding into Google’s exchange. From the first days of Google’s
AdX exchange, advertisers bidding through Google Ads made up the vast majority of purchases
in Google’s exchange: around half of total transactions by revenue within a year of AdX’s launch,
59 percent of total transactions a few years later, and about two-thirds of all transactions today.
127.

An article in The Wall Street Journal explained Google’s conduct as follows: “Using

Google’s [ad server] DoubleClick for Publishers is the only way to get full access to Google’s

47

AdX exchange, publishers say. For many years, Google’s AdX was the only ad exchange that hadaccess to this fire hose of ad dollars.”
128.

Google’s conduct successfully foreclosed competition in the publisher ad server andexchange markets. When Google acquired the DoubleClick ad server in 2008, Google’s share of
the publisher ad server market was around 48 to 57 percent, and Google faced competition in boththe ad server and ad exchange markets. In the ad server market, Google has now effectively
foreclosed publisher ad server competition from companies that included 24/7 Real Media,
aQuantive, and ValueClick. As internal Google documents show, by coupling its ad server with
its substantial market power on the buy-side, Google prevented publishers from switching tocompeting ad servers and quickly cornered the remainder of the market. By 2011, approximately
78 percent of publishers in the United States used Google’s ad server, and by 2019, Google’s shareof the market increased to over 90 percent of large publishers.
129.

Google maintained its monopoly power over ad servers and its stranglehold in the ad

exchange market by continuing the same type of exclusionary conduct. In 2016, Google started
routing the bids of small advertisers from Google’s buying tool to non-Google exchanges, but
significantly and intentionally restrained the routing of bids to non-Google exchanges for the
express purpose of continuing to exclude and suppress competition. Google’s exchange also
continues to return live bids only to publishers using Google’s ad server. In sum, Google did notwant to actually undo its Google Ads—exchange—ad server tie.
130.

Google similarly requires publishers seeking access to large advertisers’ bids to tradein Google’s exchange (and pay Google’s exchange fees) and to license Google’s ad server (andpay Google’s ad server license fees). Google’s strategies here are numerous and discussed
throughout this Complaint. For instance, Google uses mandatory price floors (discussed below in48

paragraphs 273-279) and other auction manipulations like project Bernanke (discussed below inparagraphs 148-154) to force publishers to transact with DV360 advertisers in Google’s exchange.
Uniform Price floors are not competition on the merits. Google deployed another project called
project Poirot to detect and reduce spending on non-Google exchanges. Finally, Google makes
many of the features in DV360 (e.g., affinity audiences targeting) unavailable to advertisers if they
participate in exchanges other than Google’s, which results in many advertisers using Google’s
exchange even though they would not do so in a competitive market. Because Google’s exchangethen only routes live bids to publishers using Google’s publisher ad server, publishers are
effectively forced to use Google’s publisher ad server to receive bids from DV360 advertisers.
This conduct enables Google to maintain its monopoly power in the publisher ad server market
and exclude competition in the exchange market. Google has specifically discussed this “lock in”
effect internally.
B.

Google uses its control over publishers’ inventory to block exchange competition.
131.

In addition to forcing publishers and advertisers to transact in its own exchange, Google

used its control over publishers’ inventory and its status as publishers’ agent to foreclose exchange
competition through a host of anticompetitive conduct. Google restricted publishers from selling
their inventory in more than one exchange at a time, blocked competition from non-Google
exchanges under a false pretense, and blocked publishers from accessing and sharing information
about their heterogeneous inventory with non-Google exchanges. In doing so, Google foreclosed
competition in the exchange market, enabling its exchange to charge very high fees that even
Google could not actually justify. Google internally admits that an exchange should be more of “apublic good used to facilitate buyers and sellers” and not “an immensely profitable business,” as
it is for Google. Google’s anticompetitive conduct, however, ensured that publishers andadvertisers could not benefit from competition.
49

1.

Google blocks publishers from sending their inventory to more than one
marketplace at a time.

132.

Around 2009-2010, advertising exchanges (including Google’s AdX) started tocompete with one another by submitting real-time bids for publishers’ inventory. As the market
migrated to real-time bidding, Google used its new control over publishers’ inventory through its
publisher ad server to thwart competition between marketplaces. Google accomplished this byforcing publishers to route their ad space to a single exchange, one at a time, rather than all at once.
Google foreclosed exchange competition in this manner from 2009 through 2016. The industry
referred to this practice as waterfalling.
133.

Waterfalling reduced publishers’ yields because it blocked competition between

exchanges. Routing ad space into multiple exchanges at the same time would permit publishers tobenefit from access to greater advertiser demand. One exchange might have an advertiser willingto bid a $2 CPM (cost per thousand) for a publisher’s impression, but another exchange might havea different advertiser willing to bid a $3 CPM. Being forced to route to one exchange at a time
deprives publishers of the opportunity to receive these higher bids (and therefore higher sales
prices).
134.

Waterfalling also impeded take rate and quality competition between exchanges.

Competition between exchanges forces exchanges to compete on quality and take rates, regardlessof whether they operate in financial markets or, as here, in openly traded online display ads. The
sellers and buyers in an exchange measure an exchange’s efficiency using the tightness of the bidask spread, i.e., the difference between the bid (the amount for which buyers are willing to sell the
instrument) and the ask (the amount for which sellers are willing to sell the instrument).
Competition between electronic exchanges leads to pressure on exchange prices and results in50

efficiency gains through smaller bid-ask spreads. Google, however, foreclosed exchange
competition in this manner from 2009 through 2016.
2.

Google blocks competition from non-Google exchanges and deceives
publishers about Dynamic Allocation.

135.

In addition to blocking real-time competition between exchanges, Google’s ad server

foreclosed exchange competition by preferentially routing publishers’ inventory to Google’s new
exchange through a process it called Dynamic Allocation.
136.

At a high level, Dynamic Allocation granted Google’s exchange a superior right of firstrefusal on all of the impressions a publisher made available to exchanges. Google’s ad server let
Google’s exchange compete for publishers’ impressions by returning live bids, while requiring
non-Google exchanges to compete for the same impressions with static non-live bids. Usually, an
exchange’s static bid was set to equal the overall price the exchange historically paid for
publishers’ impressions. Google’s ad server passed the rival’s static bid to Google’s exchange andpermitted Google’s exchange to purchase the impression by paying just one penny more. In otherwords, Google used its control over publishers’ inventory to let its exchange view a publisher’svaluable impression—like a box seat at a baseball game—and purchase that impression for just apenny more than the average price that a non-Google exchange paid for any old impression—justlike the average price for any seat in the stadium.
137.

Google’s adoption of Dynamic Allocation in 2010 ended DoubleClick’s neutrality as aseller’s agent. Prior to Google’s acquisition of DoubleClick, DoubleClick operated a publisher ad
server but did not have an operational exchange. The DoubleClick publisher ad server also routed
publishers’ impressions to exchanges and networks in a neutral manner to maximize publishers’
yield. Under Google’s control, Dynamic Allocation ended the neutrality of the DoubleClick ad
server and highlighted the problems with Google’s conflicts of interest.
51

138.

With waterfalling and Dynamic Allocation, Google’s ad server delivered a one-two

punch to competition in the exchange market. Google used waterfalling to block other exchanges
from competing simultaneously for impressions. Then, through Dynamic Allocation, Google’s adserver passed inside information to Google’s exchange and permitted Google’s exchange topurchase valuable impressions at artificially depressed prices. Competing exchanges weredeprived of the opportunity to compete for inventory and left with the low-value impressions
passed over by Google’s exchange.
139.

Once Google routed publishers’ impressions to Google’s exchange, Google further

harmed publishers by foreclosing competition between the bidders in its exchange auction. Google
considered, but ultimately decided against “creating a completely neutral platform like the NYSE.”
Instead, Google chose to craft a rigged exchange to benefit its own ad buying tools. In other words,
Google chose to “stack the deck in favor of Google [demand].” As a result, Google’s exchange
suppresses competition in its auction, permitting Google’s ad buying tools (Google Ads andDV360) to win over 80 percent of the auctions in Google’s exchange.
140.

Google, mirroring the duties of financial brokers to their clients, promised publishers

that its publisher ad server would act in their best interests. Google told publishers, for instance,that Dynamic Allocation maximized their inventory yield; it “maximizes revenue,” Google
advertised about its publisher ad server. Google also told publishers that, with Dynamic Allocation,
publishers have a “risk-free way to get the highest real-time revenues for all their non-guaranteed
impressions.”
141.

In fact, Google concealed the nature of its conduct and knew that Dynamic Allocation

did not in fact maximize publishers’ yield. Google internally discussed how publishers could makemore money selling their inventory if exchanges really competed. Internal Google documents52reveal Google’s knowledge of its own misrepresentations, stating that “the optimal publisher set
up includes multiple exchanges in order to capture the largest demand pool and increase RPMs
[revenue per impression] through [exchange] competition.” In fact, according to one Google study,
competition between exchanges increased publishers’ clearing prices by an average of 40 percent.
In other words, Dynamic Allocation had permitted Google’s exchange to clear publishers’
inventory for depressed prices. One industry publication put it succinctly, “[t]he lack ofcompetition was costing pub[s] cold hard cash.”3.
142.

Google restricts information to foreclose competition and advantage itself.
Google further foreclosed competition in the exchange and ad buying tool markets byblocking publishers’ ability to access information about their heterogenous inventory. Google’s adserver manages that inventory and promises to maximize publishers’ inventory yield. On behalf of
publishers, the ad server is what identifies the site visitors associated with the publishers’
inventory, assigning individual IDs to each visitor. In 2009, Google’s ad server started hashing or
encrypting publishers’ ad server user IDs, prohibiting publishers from sharing those IDs with nonGoogle exchanges and non-Google ad buying tools. Thus, Google strategically prevented
publishers’ users from being easily identified, with one critical caveat: Google enables itself to usethat very same information for its own trade decisions.
143.

At the time of the DoubleClick acquisition, Google made representations to both the

FTC and the United States Congress regarding publishers’ control and ownership over their criticalad server data. Google assured Congress that DoubleClick “data is owned by the customers,
publishers and advertisers, and DoubleClick or Google cannot do anything with it.” And Google
represented to the FTC that “customer and competitor information that DoubleClick collects
currently belongs to publishers, not DoubleClick,” and “[r]estrictions in DoubleClick’s contracts
with its customers, which those customers insisted on, protect that information from disclosure.”53

Google then “committed to the sanctity of those contracts.” In essence, DoubleClick’s contracts
rendered publishers’ data confidential and non-public, thereby prohibiting Google from using thatdata to act against publishers’ interests.
144.

In order to sell an ad impression at a price reflective of its true value, publishers (andthe exchanges that sell on their behalf) need to be able to adequately identify the user associatedwith the impression. User IDs permit publishers and their exchanges to understand the value of
inventory, cap the number of times users see the same ad, and effectively target and track online
advertising campaigns. When exchanges cannot identify users in auctions (e.g., through cookies),
the prices of impressions on exchanges can fall by about 50 percent, according to one Google
study.
145.

However, despite the representations made during its acquisition of DoubleClick, in

2009, Google started restricting publishers’ ability to access and share their ad server user IDs.
Google accomplished this by hashing or encrypting the user IDs differently for each publisher
using Google’s ad server (e.g., John Connor = user QWERT12345), as well as for each advertiser
bidding through Google’s ad buying tools (e.g., John Connor = user YUIOP67890). This changeinterfered with publishers’ ability to share consistent user IDs with non-Google exchanges andnetworks. As a result, publishers, along with their advertisers, exchanges, and networks, could noteasily know that two different user IDs actually belonged to the same user.
146.

While Google blocked publishers from accessing and sharing these user IDs with non-

Google exchanges and networks, Google shared the same raw IDs with Google’s own networkand exchange, as well as with Google’s own ad buying tools (DV360 and Google Ads). So for
Google’s network, exchange, and ad buying tools, John Connor is always HJKLM54321. In otherwords, the only way for publishers and advertisers to easily know that two different user IDs

54

actually related to the same individual was to use Google’s ad buying tools and trade in Google’s
exchange.
i.
147.

Information asymmetry causes publishers and advertisers to trade on
non-Google exchanges at their own risk.

The restrictions Google imposed on publishers’ access to ad server user IDs meant thatpublishers and advertisers trading on non-Google exchanges did so at their own risk. By blocking
publishers’ ability to access and share their ad server user IDs, Google’s exchange would always
have better information about publishers’ heterogenous inventory. As a result, advertisers bidding
through a non-Google ad buying tool or exchange could not efficiently know if they are bidding
on valuable impressions, cap the frequency that consumers see their same ads, target audiences,or avoid bidding against themselves in second-price exchange auctions. But, of course publishers
and advertisers could simply transact in Google’s exchange using Google’s ad buying tools andthereby avoid all of these harms Google artificially created. In essence, by scrambling the
DoubleClick ad server user IDs, Google created a “heads I win, tails you lose” scenario.
ii.
148.

Google forecloses competition by using inside information to win
auctions.

Google is able to further exploit its monopoly in ad servers to the detriment ofpublishers. Google’s next step was to begin using its exclusive access to publishers’ raw ad serveruser IDs to develop a number of internal non-transparent auction programs that exclude
competition in both the exchange and ad buying tool markets. Google uses its artificial information
advantage to engage in various forms of price discrimination and opportunity allocation,engineering auction outcomes that are different than those that would result from a free and open
bid process. These programs ensured that publishers’ impressions, especially the high value ones,
would transact through Google’s exchange and ad buying tools. So while Google publicly says its

55

products and product features are good for publishers and advertisers, they are not. Behind thescenes, Google manipulates the bidding process to maximize its own profits, rather than tomaximize the profits of individual publishers and advertisers.
149.

Google’s New York-based quantitative team “gTrade” designed one such program

called Reserve Price Optimization (“RPO”). Google’s RPO program uses exclusive access topublishers’ user IDs to dynamically adjust the price floors in Google’s exchange on a per-buyer
basis depending on what Google knows a particular buyer will actually pay. For example, if apublisher had set its floor price to a $10 CPM, RPO can increase the floor price to just below abuyer’s predicted willingness to pay, e.g., a $14.50 CPM; this would force advertisers in Google’s
second-price exchange auctions to pay the RPO floor set by Google, as opposed to the amount bid
by the auction’s second-highest bidder. In other words, Google would manipulate the bid
belonging to a small business advertiser (e.g., a local doctor) from one price to another higher price(e.g., from $8 CPM to $14.50), without disclosing the manipulation to the advertiser. By adjusting
floors in this manner, Google ensures that its own exchange transacts publishers’ most valuable
impressions, even though an advertiser in a non-Google exchange would have otherwise won.
Competing exchanges cannot similarly adjust their floors because Google blocks publishers fromaccessing and sharing their ad server user IDs.
150.

Google’s gTrade team launched another program called Dynamic Revenue Share(DRS) that leverages exclusive access to publishers’ ad server user IDs to exclude exchange
competition in a second way. Google automatically opted publishers into the DRS program underthe misrepresentation that it would make publishers more money. DRS dynamically adjusts thetake rate that Google’s exchange charges in order to win more impressions, most particularly thehigh-value impressions. For example, if a publisher offers an impression for sale in Google’s

56exchange, but the highest bid cannot clear the publisher’s price floor due to Google’s take rate,
DRS can dynamically lower Google’s take rate to ensure that the impression will still transact in
Google’s exchange. In order to know when and by how much Google should vary its take ratewith DRS, Google must be able to accurately determine the value of impressions, which depends
upon its access to publishers’ ad server user IDs. Google forecloses competition in the exchange
market by blocking publishers from sharing their ad server user IDs with non-Google exchanges.
151.

In 2013, Google’s gTrade team designed Project Bernanke, yet another program to

exclude competition. Named after the former Federal Reserve Chairman, Project Bernanke uses
privileged access to detailed information regarding what advertisers historically bid to help
advertisers using Google Ads beat the advertisers bidding through competitors’ ad buying tools.
The Bernanke program helped advertisers bidding through Google’s ad buying tool win
publishers’ valuable impressions in Google’s exchange. The Bernanke program is designed so that
it is not transparent to publishers.
152.

To illustrate how Bernanke works, suppose an advertiser using Google Ads (e.g., alocal doctor) bids a $10 CPM for a USA Today ad impression targeted to John Connor. And
suppose a different advertiser (e.g., Ford) bids a $12 CPM through The Trade Desk ad buying tool.
Both ad buying tools then route the advertisers’ bids to Google’s exchange. In the absence of the
Bernanke program, Ford’s $12 bid would win and Google would extract only one fee (its exchangefee). But the Bernanke program changes the outcome. Bernanke effectively manipulates thedoctor’s bid without their knowledge (or anyone’s knowledge) before routing it to Google’s
exchange, ensuring that the doctor nonetheless wins the impression targeted to John Connor. In
this situation with Bernanke, Google will extract both its exchange fee and a second ad buying

57

tool fee. In this regard, Bernanke excludes competition from advertisers using non-Google adbuying tools.
153.

According to internal Google documents, prior to Bernanke’s introduction, advertisers

bidding through competitors’ ad buying tools were actually beating the advertisers bidding through
Google’s ad buying tools. Google’s idea with Bernanke was to trade on inside information to help
Google reverse this trend. The program permitted Google to radically influence the amount oftrading executed through Google Ads and in Google’s exchange. Google looked back at the
Bernanke program’s success as follows: “In the last year, the team launched Project Bernanke,
which uses novel trading strategies to increase GDN’s win rate on AdX by +20%, reversing aworrisome 2013 trend of AdX buyers growing at GDN’s expense.” In just the first year of launch,
the Bernanke program alone swelled trading in Google’s exchange enough to increase annual
revenue by $230 million.
Screenshot of Federal Reserve Chairman Ben Bernanke, the namesake of Project Bernanke,
discussing quantitative easing on Google’s exchange:154.

The preceding gTrade programs represent an illustrative but incomplete sample of thesophisticated auction programs Google uses to exclude competition in the exchange and ad buying
tool markets. Google’s gTrade team developed other programs, including Bell and Elmo, that also
use inside information to privilege Google’s exchange over rival exchanges. These programs
58

depend on Google cutting off access to publishers’ ad server user IDs and rendering access to thoseIDs exclusive for Google. The programs create inefficiencies in the allocation of impressions andreduce competitors’ ability to compete on price.
155.

Moreover, these programs account for substantial additional Google revenue at thedirect expense of harm to competition. RPO alone accounts for an additional $250 million dollarsof annual recurring revenue, while various other auction programs shift substantial additional
revenue to Google: DRS ($250m), Bernanke ($230m), Bell ($140m), and Elmo ($220m). In short,
Google uses its monopoly power to manipulate auctions through algorithms that modify theexchange architecture in order to extract hundreds of millions of dollars in additional revenue andharm consumers by foreclosing competition.
iii.
156.

While Google cites “privacy” as the justification for restricting accessto user IDs, Google does not actually care about privacy.

Google’s publicly stated reason for its publisher ad server cutting off publishers’ ability

to share their ad server user IDs with non-Google exchanges is the purported protection of users’
privacy. But Google does not actually care about users’ privacy. Rather, Google wants to prevent
companies from creating deeper and more comprehensive user profiles by combining different setsof user data. However, Google’s ad server shares those very user IDs with Google’s exchange andbuying tools. Google then does what it wants to prevent others from doing: it combines the data
sets to create more comprehensive user profiles and deliver more targeted advertising.
157.

To be clear, this meant that contrary to Google’s privacy justifications, Google

prevented consumers from having similar privacy benefits when a publisher or advertiser used
Google’s network, or Google’s exchange, or when an advertiser used Google’s ad buying tools.
At the same time, Google fails to provide consumers with benefits derived from allowing
publishers to maximize competition for their ad space on all exchanges. The higher advertising59

revenue publishers make from exchanges permits publishers to offer consumers better quality
content and lower-priced or free access to their content.
158.

Furthermore, the egregious ways that Google violates users’ privacy further evidence

the pretextual nature of Google’s purported concerns for privacy. Indeed, Google knowingly failed
to disclose the lack of privacy of its Google Drive service, and it has also met secretly withcompetitors to “slow down” efforts to enhance user privacy.
(a)
159.

Google violates the privacy of 750+ million Android users.

Google’s violation of the privacy of 750+ million Android users illustrates the pretextof Google’s privacy concerns. Around July of 2015, Google, through its cloud back up service
Google Drive, entered into an exclusive agreement with Facebook’s private messaging service
WhatsApp. As provided in that agreement, starting around October 2015, WhatsApp users on
Google-Android devices were presented with the option to back up their WhatsApp messaging
history, photos, video, and audio files to Google Drive.
160.

Users at the time were led to believe that their WhatsApp messages were private andnot accessible to third parties such as Google or Facebook. WhatsApp started encrypting users’
WhatsApp messages in 2013, completed end-to-end encryption on Android users’ messages in
2014, and completed all end-to-end encryption in 2016.
161.

WhatsApp prominently marketed the fact the messages that users sent and received

using WhatsApp and through its encryption protocol were not accessible by third parties. The
WhatsApp website in 2016 and 2017 read: “Many messaging apps only encrypt messages between
you and them, but WhatsApp's end-to-end encryption ensures only you and the person you're
communicating with can read what is sent … messages are secured with a lock, and only therecipient and you have the special key needed to unlock and read them.”60Screenshot of the WhatsApp mobile application the time assuring users that no third party
could read or listen to their communications:162.

The privacy of communications from third party access was not a minor issue. Many

consumers demanded communications applications that ensured their communications were
walled off from anyone else from having access.
163.

Media reports reinforced the idea that no third party had access to users’ WhatsApp

communications, including those backed up to Google Drive. For example, Mike Isaac with The
New York Times wrote in 2016, “WhatsApp, the messaging app owned by Facebook and used bymore than one billion people, on Tuesday introduced full encryption for its service, a way to ensurethat only the sender and recipient can read messages sent using the app.” In a similar vein, a 2016
report from Lifehacker, a technology site launched by Gawker Media, stated: “WhatsApp can also
backup your messages to Google Drive, though they’re encrypted so that shouldn’t be that big ofa deal. Even if law enforcement requested it from Google, they wouldn’t be able to read it.”164.

However, this was not true. Conceding this fact in a June 2016 memo, Google wrotethat “when WhatsApp media files are shared with 3rd parties such as Drive, the files are no longer
encrypted by WhatsApp.” The memo continued, “For clarity, all of the [WhatsApp] data stored in
Drive is currently encrypted with Google holding the keys.” What this meant was that Google, asa third party, could in fact access the photos, videos, and audio files, that users thought they had
shared privately on WhatsApp.
61

165.

Google knew users were misled about the privacy of their communications. The same

June 2016 memo acknowledges: “WhatsApp’s current messaging around end-to-end encryption is
not entirely accurate.” The memo also states: “WhatsApp currently markets that allcommunications through its product are end-to-end encrypted, with keys that only the users
possess. They have failed to elaborate that data shared from WhatsApp to 3rd party services does
not get the same guarantee. This includes backups to Google Drive.”
166.

Google also knew that it was important for Google Drive users to know the truth: that

Google as a third party had access to their communications. The same June 2016 Google memo
memorialized, “It’s important for users to know that when WhatsApp media files are shared with
3rd parties such as Drive, the files are no longer encrypted by WhatsApp.”
167.

But Google did nothing to correct this misunderstanding. Rather, it failed to disclose

the relevant information to its customers, with the intent to sign up more users of Google Drive.
For example, in an October 7, 2015 Google blog post explaining the WhatsApp-Google Drive
partnership to consumers, Google affirmed that users’ WhatsApp backups were private backups:“WhatsApp for Android lets you create a private backup of your chat history, voice messages,
photos, and videos in Google Drive.” In addition, the Google Drive website, the Google Drive
mobile application, and the Google Drive Terms and Privacy policy all failed to disclose to usersthat Google as a third party had access to their WhatsApp communications. The Google Drive
terms of service at the time even permitted Google the ability to use its access to users’ private
WhatsApp communications in Google Drive to sell advertising.
168.

Google also concealed the fact that it could access users’ WhatsApp communications.

Normally, users can log into their Google Drive account and view their files contained there. But
according to an internal Google memo, Google was “opaquely” backing up users’ WhatsApp

62

communications to Google Drive. As a result, users could not log into Google Drive to discoverthat Google had access to their decrypted WhatsApp communications.
169.

Google’s privacy affirmations, omissions, and concealment resulted in increased

demand for Google’s back up service. Users rapidly signed up for Google Drive backup of
WhatsApp communications. By June of 2016, about 434 million WhatsApp users backed up
approximately 345 billion WhatsApp files to Google Drive, netting for Google Drive about aquarter of a billion new Google Drive customers. By May of 2017, Google Drive had gained
approximately 750 million new WhatsApp back up accounts. In short, Google had no problem
violating the privacy of almost a billion users if it helped them to grow their business.
(b)
170.

Google secretly met with competitors to discuss competition andforestall consumer privacy efforts.

The manner in which Google has actively worked with Big Tech competitors toundermine users’ privacy further illustrates Google’s pretextual privacy concerns. For example, ina closed-door meeting on August 6, 2019 between the five Big Tech companies—including
Facebook, Apple, and Microsoft—Google discussed forestalling consumer privacy efforts. In a
July 31, 2019 document prepared in advance of the meeting, Google memorialized: “we have beensuccessful in slowing down and delaying the [ePrivacy Regulation] process and have been working
behind the scenes hand in hand with the other companies.”
171.

Google also sought a coordinated effort to forestall and diminish child privacy

protections in proposed regulations by the FTC and in proposed legislation by Senators Markey
and Hawley. According to the same July 31, 2019 document, Google wanted to use the upcoming
meeting with the other Big Tech firms to “find areas of alignment and narrow gaps in our positions
and priorities on child privacy and safety.” Google expressed particular concern that Microsoft
was taking child privacy more seriously than Google and sought to rein in Microsoft. “Whether at63this meeting or at another forum, we may want to reinforce that this is an area of particularimportance to have a coordinated approach,” read the memo.
172.

Not unlike concerns for defections in a price-fixing cartel, Google expressed frustrationthat companies like Facebook were not aligning with Google to reduce users’ privacy. “We’ve had
difficulty getting FB to align on our privacy goals and strategy, as they have at time[s] prioritizedwinning on reputation over its business interest in legislative debates,” said Google, referring to
Facebook.
173.

Google also sought to encourage Microsoft to not compete on privacy and to stop

increasing “subtle privacy attacks” against Google and other Big Tech companies, which Google
described as “their industry colleagues.” “We have direction from Kent [Walker] to find alignment
with MSFT where we can but should be wary of their activity [in promoting privacy] and seek togain as much intel as possible.”174.

In addition to outlining discussions that Google wanted to have to forestall privacy

efforts, the June 31, 2019 memo also outlined that Google wanted to discuss “competition” and“ways we can work together.”
175.

Google presents a public image of caring about privacy, but behind the scenes Google

coordinates closely with the Big Tech companies to lobby the government to delay or destroy
measures that would actually protect users’ privacy. Of course, effective competition is concernedwith both price and quality, and the fact that Google coordinates with its competitors on the quality
metric of privacy—one might call it privacy fixing—underscores Google’s selective promotion ofprivacy concerns only when doing so facilitates its efforts to exclude competition.

64

4.

Google blocks competing exchanges from accessing publishers’ high-value
inventory and reaps the benefits for itself.

176.

Google foreclosed exchange competition for publishers’ valuable impressions througha program called Enhanced Dynamic Allocation (“EDA”). Historically, publishers sold their best
impressions to advertisers directly for premium prices. With EDA, Google’s ad server let Google’s
exchange compete for and purchase valuable impressions that the ad server would previously
allocate to publishers’ premium direct deals. Google blocked non-Google exchanges fromcompeting for those same impressions.
177.

Before EDA, when a publisher sold their inventory to an advertiser through a direct

deal for premium prices, Google’s ad server made it a priority to allocate impressions to that direct
deal. But with EDA, Google would evaluate each impression’s value and then, based on that value,decide whether to allocate the impression towards meeting a direct deal’s reservation goal or toinstead re-direct it to an exchange auction.
178.

In a review of revenue and impressions on AdX in the United States, Google found thatthe vast majority—80 percent—of web publishers’ ad revenue is generated from a much smaller
percent—just 20 percent—of impressions. Google refers to this internally as “cookie
concentration.”179.

As a result of this “cookie concentration” dynamic, EDA made it so only Google’s

exchange could trade publishers’ most valuable inventory. However, competition in the exchange
market depends on being able to trade both volume and valuable impressions. By blocking nonGoogle exchanges from competing against Google’s exchange, Google foreclosed competition in
the exchange market and shielded Google’s exchange from competition.
180.

At the same time, EDA permitted Google’s exchange to purchase publishers’

impressions for depressed prices. Specifically, Google’s ad server permitted its exchange to65

purchase impressions for one penny more than the reserve price floor it instituted and called the“temporary competing price.” If Google had set this price to a $7 CPM, but a competing exchange
would have returned a $14 CPM bid, Google let itself nonetheless win for $7.01. In other words,
EDA let Google’s exchange acquire publishers’ impressions at depressed and non-competitive
prices.
181.

EDA also excluded competition from publishers’ direct sales channel (direct deals).

Google’s ad server let its exchange cherry pick the valuable impressions and then funnel lowervalue impressions to publishers’ direct deals. Advertisers who paid high prices for premium
inventory through direct deals unknowingly received publishers’ lower quality inventory in return.
Over time, as a consequence of this behavior, the value of direct-sold inventory declined andadvertisers re-allocated spending towards Google’s exchange (where they must pay Google’s highexchange fees).
182.

Similar to Google’s strategy with Dynamic Allocation, Google invited publishers toenable EDA under a false pretense. Wearing their publisher ad server hat, Google falsely told
publishers that EDA “maximizes yield.” EDA did not, however, maximize publishers’ yield.
Internally, Google understood that the EDA program was a scheme to let Google’s exchange
simply “cherry-pick [publishers’] higher-revenue impressions.” In fact, cherry-picking the best
impressions under EDA helped Google make an additional $150 million per year.
183.

To make matters worse, Google’s practice of scrambling user IDs (discussed above inparagraphs 142-147) concealed the true nature of Google’s conduct. Publishers could not easily
know that, with EDA, Google was cherry-picking impressions. By scrambling the IDs differently
for publishers and advertisers, publishers could not easily work with advertisers to confirm that66

advertisers were receiving the valuable impressions (e.g., ads shown to users with high net worth)as opposed to the low value ones (e.g., ads shown to a 10-year-old child with no purchasing power).
184.

In summary, Google’s actions at issue here—including waterfalling and Dynamic

Allocation, the encryption of IDs for users that consent to ID sharing, and EDA—were all unlawful
schemes to exclude competition. Without being able to compete for publishers’ impressions or
receive full information about their inventory, non-Google exchanges could not compete on quality(volume) or price (take rate). As a result, even large and powerful companies like Microsoft andYahoo! exited the market. By blocking competition outright, Google is able to charge very high
19-22 percent commissions on transactions, which is two to four times higher than thecommissions charged by competing exchanges. These extra costs invariably are passed onto
American consumers, who are harmed through higher prices and lower-quality goods and services.
C.

A new industry innovation called “header bidding” promotes exchange competition;
Google wants to kill it.
185.

In 2014, publishers rapidly adopted a new innovation called “header bidding” (alsoknown as “HB”) that permitted them to route inventory to multiple exchanges. Publishers,
advertisers, and exchanges quickly adopted the method to facilitate exchange competition. Google,
however, did not welcome the competition. Instead, Google wanted to “kill” header bidding. First,
Google introduced an alternative that secretly routed publishers’ inventory back to Google’s
exchange, even when another exchange returned a higher bid. In time, Google’s goal became todestroy header bidding entirely. In an October 13, 2016 meeting, Google employees discussed“options for mitigating growth of header bidding infrastructure.” One Google employee,
proposed the “nuclear option” of reducing Google exchange fees down to zero. Another
employee,rejected even that idea: “problem is that this doesn’t kill HB.”

67

1.
186.

Header bidding facilitates competition among ad exchanges.
Header bidding involves a creative piece of code that publishers could insert into theheader section of their webpages to facilitate competition between exchanges. When a user visiteda page, the code enabled publishers to direct a user’s browser to solicit real-time bids from multiple
exchanges, before Google’s ad server could prevent them from doing so. Instead of being subject
to the restraints of Google’s ad server, header bidding shifted routing from the ad server to thebrowser. Publishers then sent the highest exchange bid in header bidding into their Google adserver. In short, header bidding created a technical workaround for publishers to circumvent
Google’s efforts to foreclose competition in the exchange market.
187.

So, header bidding became quite popular. Some of the biggest tech companies(including, e.g., Amazon) participated in header bidding, and by 2015, publishers and advertisers
alike were rapidly adopting the innovation. By 2016, approximately 70 percent of major publishers
in the United States were using header bidding to route their inventory to multiple exchanges,
sometimes as many as twenty.
188.

Publishers in particular adopted the protocol because they came to realize what Google

already knew. Waterfalling, Dynamic Allocation, and EDA did not actually maximize publishers’
yield. Instead, as Google discussed behind closed doors, “pitting multiple exchanges against one
another fostered price competition, which was good for [publishers’] business.” In fact, it wasincredibly good for publishers. With header bidding, publishers saw their ad revenue jumpovernight simply because exchanges could actually compete. One Google employee concededinternally how ending exclusivity with Google’s exchange caused the ad revenues of Weather.com
to jump by 30 percent. Some publishers’ revenue jumped by 40 to over 100 percent.
189.

Header bidding was also a positive development for advertisers and consumers. For

advertisers, header bidding allowed them to transact through an exchange of their choosing,68

including exchanges imposing less than Google’s monopolistic 19-22 percent fees. Internally,
Google conceded its fees were supra-competitive and not “likely justified by value.”
190.

Moreover, consumers benefited by virtue of the increased revenue realized bypublishers as well as the fees saved by advertisers. With more ad revenue, publishers produce more
content and better subsidized content access. Lower exchange take rates also reduced deadweightcosts that advertisers ultimately pass on to consumers. Consumers benefit through higher-quality
and lower-priced goods and services.
191.

Based on a review of Google’s internal documents, Google wanted to quash this header

bidding innovation for three basic reasons: avoiding price competition, permitting itself to continue
to trade on inside information, and foreclosing competition against its publisher ad server
monopoly.
192.

First, Google wanted to eliminate header bidding in order to protect its high exchangetake rates from competition. As Google discussed internally, “20% for just sell-side
platform/exchange isn’t likely justified by value.” Google employee

emailedinternally in November 2017 that she thought exchange “margins will stabilize at around 5 percent.
Maybe it will happen by this time next year or in early 2019. This creates an obvious dilemma for
us. AdX is the lifeblood of our programmatic business. … What do we do?” Such a dramatic
reduction to Google’s exchange take rates toward competitive rates was an obvious threat posedby header bidding competition.
193.

Second, Google wanted to destroy header bidding because the innovation threatened

Google’s practice of trading on inside information. Secretly, Google’s ad server shared competingbids on publishers’ inventory with Google’s ad buying tools (DV360 and Google Ads), thereby
allowing those tools to use the information to win auctions. This is similar to a form of insider

69

trading, whereby Google is the only one able to bid with knowledge of others’ bids. As Google
discussed the predicament internally, header bidding caused Google to “lose[] visibility” into the“prices on a per-competitor basis,” which are “important data pieces of our own optimization.”
194.

Finally, Google wanted to eliminate header bidding to foreclose competition with its

publisher ad server monopoly. The companies involved with header bidding would have a foothold
on a key function of Google’s ad server: routing publishers’ inventory to exchanges. With that, amajor player like Amazon or Facebook using header bidding would be well-positioned toeventually compete directly with Google’s monopoly ad server. Without control over publishers’
inventory, Google would lose the ability to block exchange competition and tilt trading towards
itself.
195.

Google discussed how competition was a problem and deliberated over what to doabout it. Rather than compete with other exchanges on price or quality, Google adopted a long listof overt and anticompetitive acts with the express purpose to “kill HB.”
2.

Google creates an alternative to header bidding that secretly stacks the deckin Google’s favor.

196.

Google tried to eliminate competition from exchanges in header bidding by creating analternative that secretly stacked the deck in Google’s favor. Google’s ad server started to letpublishers route their inventory to more than one exchange at a time with a new program Google
marketed as Exchange Bidding, later renamed to Open Bidding. However, Google secretly devised
the program in a way to foreclose exchange competition and codenamed it “Jedi.” Google
measured Jedi’s success not by financial targets or output increases, but by how much it stopped
publishers from using header bidding.
197.

Google devised Exchange Bidding to exclude competition from exchanges in at least

four ways. First, Google diminished the ability of non-Google exchanges to return competitive70

bids by further decreasing their ability to identify users associated with publishers’ ad space inauctions. Header bidding let each exchange access a cookie on the user’s page, which permitted
those exchanges to recapture some information about the user’s identity. Google’s new programprohibited exchanges from directly accessing the user’s page. As a result, they identified users in
auctions even less often, causing them to bid and win less often.
198.

Second, Google foreclosed exchange competition by charging publishers an additional

5 to 10 percent penalty fee for selling inventory in a non-Google exchange. The fee madeadvertisers’ bids through rival exchanges less competitive than advertisers’ bids through Google’s
exchange—because Google’s exchange did not pay the additional fee. As Google understood it,
because publishers and advertisers measure an exchange’s performance in part based on its takerate, this gave Google’s exchange a “‘moat’ in performance” when competing against competingexchanges.
199.

Third, Google foreclosed exchange competition by forcing its publisher ad server

customers to use Google’s exchange. When publishers chose to route their ad space from Google’s
ad server directly to multiple exchanges at the same time, Google’s new program required them toroute that inventory through Google’s exchange, even if they did not want to do so.
200.

Fourth, Google foreclosed exchange competition by secretly rigging the Exchange

Bidding program to let Google win. Google designed Exchange Bidding to provide Google’s
exchange a special “prioritization,” which Google kept secret. Google made it so its own AdX
exchange won publishers’ inventory even over another exchange’s higher bid. In the following
email, Google employee

explained how the Exchange Bidding program returned

results that were “suboptimal for pubs yield”: a Google AdX bid of $6 would win even thoughanother exchange (“EB SSP”) submitted a higher $8 bid.

71

of the deal for Google. Internal Facebook communications reveal that Facebook knew Google’s
motivation for the deal was to “kill” header bidding. “They want this deal to kill header bidding,”
wrote Facebook deal executive

to other Facebook executives in an October 30, 2017

email.
204.

The principal impetus for this deal began many months before, in March 2017, when

Facebook publicly announced it would support header bidding. By doing so, Facebook would
enable web and mobile app publishers and advertisers to bypass the fees associated withtransacting through Google’s ad server. When bidding into Google’s ad server’s Open Bidding(f/k/a Exchange Bidding) program, Google required networks (e.g., Facebook’s network FAN) to
bid into exchanges. And on these transactions, publishers had to pay exchange fees. But Google’s
exchange fee was very high, about 19-22 percent of the value of the transaction. Because header
bidding cost nothing, Facebook’s use of header bidding would let web publishers, mobile app
publishers, and advertisers save on these fees altogether.
205.

Google feared that Facebook’s support of header bidding would crack Google’s

publisher ad server monopoly and unlock exchange competition. Google executive
outlined that Google’s priorities for 2017
included stopping Facebook from supporting header bidding. In a company deck, he outlined the“top priorities” for 2017, writing, “Need to fight off the existential threat posed by Header Bidding
and FAN. This is my personal #1 priority. If we do nothing else, this need[s] to [be] an all hand[s]on deck approach.”
206.

The wider industry also thought Facebook was prepared to challenge Google’s

monopoly. The same day as Facebook’s March 2017 header bidding announcement, industry
publication AdAge wrote that Facebook was poised to execute a “digital advertising coup against73

rival Google and its DoubleClick empire.” A Business Insider headline the same day read:“Facebook made an unprecedented move to partner with ad tech companies – including Amazon– to take on Google.”
207.

Google started monitoring Facebook’s initiative in header bidding. According tometrics posted in Facebook’s public blog, Facebook was helping publishers and advertisers match
two to three times more users in auctions and increase third-party publishers’ revenue by 10-30
percent. As part of its internal monitoring efforts, Google referenced this blog post in an email
circulated amongst the management team.
208.

These cost efficiencies for publishers and advertisers were not welcome news toGoogle. Even before Facebook’s March 2017 announcement, Google was concerned about large
entrants supporting header bidding. Internal Google documents show that Google’s mandate at thetime was to stop its competitors from supporting header bidding, to forestall innovation aroundheader bidding, and to consider aggressive options. In an October 5, 2016 presentation to senior
Google executives, a Google employee expressed concern about Amazon, Criteo, and Facebook
enabling the growth of header bidding, stating “to stop these guys from doing HB we probably
need to consider something more aggressive.” The presentation plainly asserted that Google’s“goal/mandate” was to “[f]orestall major industry investment in HB & HB wrapper infrastructure.”
209.

Conversely, internal Facebook communications indicate that Facebook’s March 2017

announcement was mainly intended to signal Facebook’s willingness to compete with Google inthe markets for publisher ad servers and ad networks. Facebook knew that Google would see its
participation in header bidding as a major threat. Evidently, Facebook was merely executing aplanned long-term strategy—“18 month ‘header bidding’ strategy to minimize “[the Open74

Bidding] tax”—by threatening to expose the hidden costs Google charges publishers. In otherwords, Facebook wanted to draw Google in.
210.

Facebook’s maneuvers proved successful when Google made the first move.

According to internal Facebook communications, Google tried to bring Facebook to thenegotiating table as early as June 6, 2016. In one email, a Facebook employee noted that Google
had made a general outreach but that Google had indicated it was unsure of Facebook’s appetite:“Google’s product team would be interested in talking about broader/larger options, but uncertain
as to our appetite.”
211.

Within months of Facebook’s official header bidding announcement, Google andFacebook began formal negotiations. According to an internal Google presentation from
November 2017 discussing a potential Facebook partnership for Google's “Top Partner Council,”
Google stated that their endgame was to “collaborate when necessary to maintain status quo.”
Google documented internally that it was interested in a collaboration and the status quo.
212.

Facebook clearly understood Google’s motivations. In an October 30, 2017 email,senior Facebook executive

discussed the deal and explained to another Facebook

executive,“they want this deal to killheader bidding.” Facebook knew Google’s intent was to cut a deal to get Facebook to curtail its
support of header bidding.
213.

At this time, and extending into 2018, Google and Facebook were engaged in high-stakes brinksmanship. A truce between the two advertising giants was by no means guaranteed. In
an August 9, 2018 internal Google presentation, one slide averred that if Google could not “avoid
competing with FAN,” then it would instead collaborate with Facebook to “build a moat.” Google
was interested in using Facebook to build a moat.

75

214.

Facebook was highly interested in a successful outcome to these negotiations between

horizontal competitors in the ad network market and potential competitors in the publisher ad
server market. As internal Facebook documents reveal, Facebook “believed strongly” thatpartnering with Google was “relatively cheap compared to build/buy and compete in zero-sum adtech game.” Facebook did not want to play zero-sum games.
215.

Facebook’s

was explicit that “[t]his is a big

deal strategically” in an email thread that included Facebook. When theeconomic terms had taken their form, the team sent an email addressed directly to“We’re nearly ready to sign and need your approval to move forward.” In making thecase to, the team outlined that Facebook had four options: to “invest hundreds

more engineers” and spend billions of dollars to lock up inventory to compete, exit the business,or do the deal with Google.

wanted to meet withand his otherexecutives before making a decision.
216.

The companies’ collective efforts to avoid competition were successful. Facebook

chose to cut a deal with Google. The ultimate outcome of the negotiations was a September 2018
Google-Facebook agreement signed by Philipp Schindler, the head of Google advertising sales
and operations, andBoard of Directors, and who217.

, Facebook’s

and member of Facebook’s

was one-time head of.

Google internally used the code phrase “Jedi Blue” to refer to the 2018 Google-

Facebook agreement. This phrase was a twist on the reference to Star Wars. Google generally kept
this code phrase secret and non-public. Google does not use code words to uniquely refer to any
other Open Bidding or Network Bidding agreement.

76

218.

As a result of their bidding agreement, Facebook significantly curtailed its header

bidding initiatives and would instead bid through Google’s ad server. In return, Google agreed togive Facebook a leg up in its auctions. In an internal Google memo titled “FAN deal discussion,”
Google memorialized that “FAN requires special deal terms, but it is worth it to cement our value.”
The parties agreed up front on when and how often Facebook would bid in auctions, and when andhow often Facebook would ultimately win.
1.

Google gives Facebook a leg up in its auctions in return for Facebook backing
off from header bidding.

219.

Facebook agreed to shift from routing bids through header bidding to routing bids

through Google’s ad server in exchange for a number of special auction advantages. Traditionally,
when bidding into Google’s ad server through Open Bidding, networks for web inventory like
FAN had to bid into exchanges and pay exchange fees. But with the Jedi Blue agreement, Google
made Facebook a large-scale concession and let FAN circumvent exchanges and bid directly into
Google’s ad server. Instead of paying exchange fees, Google charged Facebook a lower 5 to 10
percent fee and prohibited Facebook from speaking publicly about its special lower pricing terms.
Publishers and advertisers measure the efficiency of trading through buy-sell spreads. The lower
fees Google imposes on some marketplaces (like FAN) puts those marketplaces at an advantage
when competing against the marketplaces with higher fees.
77

220.

Google also provided Facebook with a speed advantage in auctions. Google subjects

other marketplaces competing for publishers’ inventory in Open Bidding to 160 millisecond
timeouts. Competitors have actively complained that 160ms is not enough time to recognize users
in auctions and return bids before they are excluded. By comparison, Google nearly doubled
timeouts, extending them to 300 milliseconds, for Facebook. These longer timeouts granted by
Google were presumably designed to aid FAN in winning more auctions to abide by the spirit of
the Jedi Blue agreement.
221.

Google further induced Facebook to help Google “kill HB” by letting Facebook havedirect billing and contractual relationships with publishers. This term was advantageous toFacebook because Google prohibits other exchanges and networks in Open Bidding from havingsuch direct relationships. In fact, Google’s policies with other exchanges and networks in thisregard are so strict that Google has prohibited marketplaces from even discussing pricing withpublishers. The inability to discuss pricing and terms constrains marketplaces’ ability to operateand compete. One advertising competitor compared Google’s business term to a “gag order.”222.

On top of special pricing, longer timeouts, and a direct billing relationship exception,

Google further induced Facebook to help it shut down competition from header bidding by
informing Facebook which impressions are likely targeted to spam (e.g., impressions targeted tobots, rather than humans). Facebook does not have to pay for those impressions. Other networks
have asked Google for the same information, but Google has refused. So now Facebook has afurther leg up over the competition in Google auctions: Facebook knows which impressions soldthrough Google are fake and worthless.
223.

In the Jedi Blue agreement, Google also promised to use “commercially reasonable

efforts” to help Facebook recognize the identity of users in publishers’ auctions. The parties agreed78

to benchmark “match rate” commitments, i.e., the percent of users Facebook could identify in
auctions over the percent of bid requests received. Google promised Facebook an 80 percent match
rate in auctions for mobile inventory and a 60 percent match rate in auctions for web inventory(excluding Safari). Bidders in advertising auctions generally only bid when they recognize theidentity of the user. As a result, the Jedi Blue benchmark match rates allow Facebook to bid andwin more often in auctions, providing FAN yet another advantage over other bidders.
224.

Indeed, since signing the agreement, Google and Facebook have been working closely

in an ongoing manner to help Facebook recognize users in auctions and bid and win more often.
For example, Google and Facebook have integrated their software development kits (SDKs) sothat Google can pass Facebook data for user ID cookie matching. They also coordinated with eachother to harm publishers through the adoption of Unified Pricing rules, discussed in paragraphs273-279 below. The companies also have been working together to improve Facebook’s ability torecognize users using browsers with blocked cookies, on Apple devices, and on Apple’s Safari
browser, thereby circumventing one Big Tech company’s efforts to compete by offering users
better privacy. For instance, according to an April 2, 2019 discussion between Facebook
employees, Facebook was having trouble matching users on Apple’s Safari browser. Google
shared that Facebook’s match rates were about the same that Google saw for other auction
participants. Facebook employees noted, however, that Google was ready to “initiate a detailed
discussion with Product and Legal to allow FB to collect signals on the client (using a javascript)
and G passing it to the bid request.” Google offered to help Facebook better identify users using
JavaScript on publisher properties. By helping Facebook to better identify users in ad auctions,
Google helps Facebook’s network FAN bid and win more often than other bidders in Google’s
auctions.

79

225.

Google also provided Facebook an advantage when it came to Google using

Facebook’s inside information to beat Facebook in auctions. In entering the agreement, Facebook
was wary that Google would use information about Facebook’s bids to manipulate auctions. As aresult, Facebook was explicit in demanding that Google be prohibited from using Facebook’s bid
data for the purpose of advantaging itself. Dan Rose, Facebook Vice President of Partnerships,
explained in an email to Mark Zuckerberg that Facebook had “exerted pressure on Google tochange their auction so that Google is no longer able to advantage their own demand. With thesechanges, we will be able to bid on publisher inventory served by Google on a level playing field.”
Facebook was big enough to extract this concession from Google, whereas no other auction
participant has the scale to demand or achieve the same. Thus, in the Jedi Blue agreement, Google
committed not to use Facebook’s inside information—its bids—to manipulate auctions in its favor
by adjusting its bids or publisher floors in real time. As discussed in this Complaint, Google
competes against other auction participants using their inside and non-public information. If
Google abides by the terms of the Jedi Blue agreement, the exception for Facebook allows FAN
to win more auctions relative to other bidders.

80Screenshot of contractual terms that prohibit Google from trading using Facebook’s inside
information (e.g., information about Facebook’s bids):

2.

Google and Facebook agree in the Jedi Blue agreement to a secret “Win Rate.”

226.

In the auctions for publishers’ inventory that are the subject of the Jedi Blue agreement,

Google and Facebook compete head-to-head as bidders. Specifically, Google’s GDN ad network
and AdMob bid against Facebook’s ad network FAN in these auctions. In this context, Google andFacebook compete against each other. Google internally discussed this “head-to-headcompetition.”
227.

The Google and Facebook ad networks for web display and in-app mobile inventory(collectively, GDN, AdMob, and FAN) are the largest ad networks in the United States. They are
frequently the largest competitors for publishers’ inventory in auctions hosted by Google’s adserver.
228.

In the Jedi Blue agreement, Google and Facebook agreed to manipulate publisher

auctions in Facebook’s favor through secret bid, spend, and win commitments. For example, theagreement outlines that Facebook will use “commercially reasonable efforts” to bid on at least 90
81percent of auctions in which Facebook recognizes the end user. The agreement also outlines that,starting in the fourth year of the agreement, Facebook must spend at least $500 million in its
auctions annually.
229.

Google and Facebook also agreed in the Jedi Blue agreement to a “Win Rate.” Theagreement defines the term “Win Rate” as the number of auctions that Facebook wins divided by
the number of auctions in which Facebook competes (by submitting a bid response), multiplied by100. The parties agreed up front on what Facebook’s Win Rate in auctions would be. The Jedi
Blue agreement specifies that Facebook would have a Win Rate of at least equal to 10 percent.
The agreement terms require Facebook to bid high enough to win the minimum percent quota of
10 percent, irrespective of how high others in the auctions bid.
230.

When Facebook “wins” one of these auctions, Facebook is not purchasing ad space forthe purpose of advertising Facebook’s own products or services. Rather, Facebook’s network FAN
is acquiring impressions for the purpose of re-selling those impressions to small businessadvertisers across America who buy advertising from Facebook. Some of these advertisers do noteven know that Facebook delivers their ads on non-Facebook websites and apps.
231.

The Jedi Blue agreement allocates markets, and therefore fixes prices, between Google

and Facebook as competing bidders in the auctions for publishers’ web display and in-app
advertising inventory. The agreement allocated a portion of publishers’ auction wins to Facebook,subverting the free operation of supply and demand. Furthermore, the bid rate, win rate, and spendcommitments were designed to meet a “high monthly minimum to ensure volume” that spansseveral years. Facebook is locked in and cannot change its mind and switch back to header bidding
to compete against Google in the publisher ad server market.

82

232.

By providing Facebook with what Google called “special deal terms,” combined withpre-agreed bid and win rates, Google further manipulated publishers’ auctions. Google alreadymanipulates publishers’ auctions by giving Google bidders information and speed advantages. In
2019, these advantages helped them win the overwhelming majority of publishers’ auctions hosted
by Google: about 81 percent of Google AdMob auctions for U.S. mobile app inventory, and about
71 percent of Google ad server auctions for mobile inventory. Now Google offered Facebook a
Win Rate, information advantages, speed advantages, and other prioritizations, to the detriment ofother auction participants.
233.

As one would expect with a market allocation agreement, Google and Facebook do notdisclose their secret match rate, bid rate, or win rate agreements to other auction participants.
Rather, Google publicly misrepresents that all bidders in publishers’ auctions compete on equal
footing. “All participants in the unified auction, including Authorized Buyers and third-party yieldpartners, compete equally for each impression on a net basis,” Google publicly markets on its
website. This, of course, is patently false. It is false not only because of the special terms in the
Facebook agreement, but also because Google used algorithms to systematically manipulate
auction outcomes and repeatedly traded on inside information to win auctions.
234.

Given the scope and extensive nature of cooperation between the two companies,

Google and Facebook were highly aware that their agreement could trigger antitrust violations. So
they discussed, negotiated, and memorialized how they would cooperate with one another shoulda government entity in the United States or globally start to investigate the agreement under
antitrust laws. The Jedi Blue agreement permits the parties to terminate the agreement for
regulatory inquiries, material document requests, a formal antitrust investigation, or a commenced
antitrust action. If neither party executed those termination options, the agreement permits

83termination “immediately” after either party exhausts its right to appeal. The agreement also
requires the parties to coordinate on antitrust defenses, such that Facebook must approve any andall arguments that Google presents relating to their illegal agreement in its answer to thisComplaint. The word “antitrust” is mentioned no fewer than twenty times throughout the Jedi Blueagreement.
Screenshot of the Jedi-Blue agreement specifying regulatory and antitrust cooperation:

84

E.

Google forces market participants to re-route trading through Google.
235.

In its efforts to kill header bidding and competition in the exchange market, Google

went further than colluding with its largest competitor. Google worked tirelessly to stop theinnovation of header bidding entirely. Google deceived exchanges to use Google’s ad server
instead of header bidding. Google employees sometimes deceived publishers who chose to use
header bidding, falsely telling one major online publisher that it should cut off a rival exchange inheader bidding because of a strain on servers. After the exchange uncovered Google’s act, Google
employees discussed playing a “jedi mind trick” on the industry and “get[ting] publishers to comeup with the idea to remove exchanges … on their own.” Google also crippled publishers’ ability
to measure the efficiency of exchanges in header bidding, limited publishers’ use of exchanges inheader bidding, and punished publishers and advertisers that used header bidding in Google searchrankings, where Google has significant scale.
1.
236.

Google trades ahead of bid orders to foreclose exchange competition.
Google first excluded competition from header bidding, and in the exchange market,

by trading ahead of the bid orders submitted by header bidding exchanges. A publisher like USA
Today would route their inventory to multiple exchanges through header bidding, then route thewinning exchange bid into their Google ad server. Google programmed its ad server to let its
exchange displace the winning header bidding exchange bid by paying one penny more. Putanother way, Google’s ad server let Google’s exchange peak at the winning header bidding
exchange’s bid, then displace the trade. Industry participants called this Google’s “Last Look.”
Other industries call analogous conduct by intermediaries “insider trading” and “front running.”
237.

With Last Look, and Google’s absolute monopoly in the ad server market, Google

successfully foreclosed competition in the exchange market and ensured a system where Google
always prevailed. Google’s exchange cherry picked the best impressions, leaving rival exchanges
85the low value impressions left behind by Google’s exchange. According to a confidential Google
study, Last Look significantly re-routed trading to Google’s exchange and Google’s ad buying
tools, protecting Google’s market power in both. Google’s internal documents also explain that
Last Look ensured that header bidding exchanges lose to Google’s exchange. The exception waswhen a publisher set a higher floor for Google’s exchange, a feature that Google would later
remove from publishers’ control.
2.
238.

Google deceives exchanges to forgo header bidding.
Google unlawfully excluded competition from header bidding and in the exchange

market by tricking non-Google exchanges to migrate from header bidding to Exchange Bidding.
In March 2017, Google stated that its exchange would no longer trade ahead of other exchanges
that bid through Google’s Exchange Bidding program. Market participants cheered Google forgiving up its “Last Look auction advantage.”239.

However, Google did not actually stop trading ahead of exchanges. Internal documents

reveal that Google simply replaced one version of Last Look for another by using a new techniquethat allowed Google to continue to jump ahead of rival exchange bids. Specifically, Google
deployed a bid optimization scheme based on predictive modelingWith this new bid optimization, Google abandoned Last Look as that term was understood.
However, Google re-engineered its ability to trade ahead of its rivals.
240.

Google’s new manipulation permitted Google to give up Last Look, as such, but still

win just the same—revenue neutral for DV360 (+2 percent) and Google Ads (-1 percent). NonGoogle exchanges cannot compete with similar bid optimization schemes because Google’s adserver restricts publishers from accessing and sharing their user IDs. Truly giving up Last Look86

would have cost Google too much; Google predicted a 10 percent hit to DV360’s revenue and at
least a 30 percent decrease in Google Ads’ revenue.
3.
241.

Google deceives publishers to disable rival exchanges in header bidding.
Internal communications between Google employees reveal how Google engaged indeception to undermine header bidding and foreclose competition in the exchange market. In one
instance, the OpenX exchange noticed their auction transactions and revenue in header bidding
plummet. When OpenX reached out to a publisher to diagnose the problem, the publisher
explained that Google employees told the publisher to remove the OpenX exchange from header
bidding to solve a “strain on its servers” and improve the publisher’s yield. However, a senior
Google employee worried its misrepresentations would make it difficult “to convince [companies]
to trust us.” Another employee conceded it gave Google a “bad look.” Google employees agreed
that, in the future, they should find ways to convince publishers to act against their interest andremove competing exchanges in header bidding on their own.

87

5.
243.

Google obstructs publishers’ use of header bidding through caps.
Google also throttles publishers’ use of header bidding by capping the number of

permissible “line items”—a feature in Google’s ad server that publishers must use to receive bids
from exchanges in header bidding. Many publishers requested that Google increase the number of
permissible line items so that they could properly utilize header bidding. Internally, Google
discussed charging publishers for increasing line items or keeping line items limits in place as “theonly tool we have to fight [header bidding].” Google consistently rejected publishers’ requests formore line items, or at best, would provide only temporary and limited increases. As one employee
explained to others, “[w]e need to push these pubs to using Jedi – if imposing more limits pushes
them more to Jedi – then we should keep those limits in place.”
244.

In a competitive market, an ad server would help publishers use header bidding because

it will better optimize publisher yield. The OpenX publisher ad server takes this approach,permitting publishers’ liberal use of exchanges in header bidding. Instead of increasing line items
to enhance publishers’ yield, Google’s ad server undermines its own clients’ revenue yield.
6.
245.

Google uses its scale in search to punish publishers that use header bidding.
Google also started using its economies of scale in the search market to strongarm

publishers and advertisers to stop using header bidding and re-route trading through Google’s adserver. Header bidding is only possible if publishers can insert JavaScript code into the header
section of their webpages. To respond to the threat of header bidding, Google created Accelerated
Mobile Pages (“AMP”), a framework for developing mobile web pages, and made AMP
essentially incompatible with JavaScript and header bidding. Google then used its power in the
search market to effectively force publishers into using AMP.
246.

Although Google claims that AMP was developed as an open-source collaboration,

AMP is actually a Google-controlled initiative. Google originally registered and still owns AMP’s
89domain, ampproject.org. In addition, until the end of 2018, Google controlled all AMP decisionmaking. AMP relied on a governance model called “Benevolent Dictator For Life” that vested
ultimate decision-making authority in a single Google engineer. Since then, Google has transferred
control of AMP to a foundation, but the transfer was superficial. Google controls the foundation’sboard and debates internally whether AMP communications should come from Google or the
Google-controlled AMP board.
247.

Google ad server employees met with AMP employees to strategize about using AMP

to impede header bidding, addressing in particular how much pressure publishers and advertisers
would tolerate. First, Google restricted the AMP code to prohibit publishers from routing their bids
to, or sharing their user data with, more than a few exchanges a time, thereby severely limiting
AMP’s compatibility with header bidding. However, Google made AMP fully compatible withrouting to exchanges through Google’s ad server. Google also designed AMP to force publishers
to route rival exchange bids through Google’s ad server so that Google could continue to peek attheir bids and trade on inside information. Third, Google designed AMP so that users loading AMP
pages would directly communicate with Google cache servers rather than publishers’ servers. This
enabled Google’s access to publishers’ inside and non-public user data. AMP pages also limit the
number of ads on a page, the types of ads publishers can sell, and the variety of enriched content
that publishers can have on their pages.
248.

After crippling AMP’s compatibility with header bidding, Google went to market

falsely telling publishers that adopting AMP would enhance page load times. But Google
employees knew that AMP only improves the “median of performance” and AMP pages canactually load slower than other publisher speed optimization techniques. In other words, theostensible benefits of faster load times for a Google-cached AMP version of a webpage were not90

true for publishers that designed their web pages for speed. Some publishers did not adopt AMP
because they knew their pages actually loaded faster than AMP pages.
249.

The speed benefits Google marketed were also at least partly a result of Google’s

throttling. Google throttles the load time of non-AMP ads by giving them artificial one-second
delays in order to give Google AMP a “nice comparative boost.” Throttling non-AMP ads slows
down header bidding, which Google then uses to denigrate header bidding for being too slow.
“Header Bidding can often increase latency of web pages and create security flaws when executed
incorrectly,” Google falsely claimed. Internally, Google employees grappled with “how to[publicly] justify [Google] making something slower.”
250.

Despite the speed benefits Google falsely touted, publishers did not want to use AMP

because AMP pages caused their advertising revenue to decline: publishers make less money
selling advertising on AMP pages than they do on their regular web pages. AMP also degraded
quality by restricting content and ad types.
251.

Just as publishers have the freedom to make their webpages mobile or desktop

compatible, publishers still have the freedom to decide whether to build their pages using the AMP
framework. However, Google uses its scale in search to punish publishers that do not chose AMP.
Specifically, Google Search ranks non-AMP pages lower in search results and reserves the top
placements in the “Search AMP Carousel”—the top search results placements with pictures—topublishers using AMP.

91

Google search results for “Dallas Cowboys”; AMP results are displayed in the carousel along
the top:252.

Google gave publishers a Faustian bargain: (1) publishers who used header bidding

would see the traffic to their site drop precipitously from Google suppressing their ranking insearch and re-directing traffic to AMP-compatible publishers; or (2) publishers could adopt AMP
pages to maintain traffic flow but forgo exchange competition in header bidding, which would
make them more money on an impression-by-impression basis. Either option was far inferior tothe options available to publishers before Google introduced AMP. Just how inferior? According
to Google’s internal documents, 40 percent less revenue on AMP pages.
7.
253.

Google’s ad server gives exchanges that forego header bidding a leg up.
Google’s ad server excludes competition in the exchange market by withholding

critical ad server data, called “minimum bid to win,” from exchanges in header bidding. The“minimum bid to win” data is the price an auction participant would have had to bid to win aparticular completed auction; Google’s ad server shares this data with exchanges in Google’s Open92

Bidding program at the conclusion of each auction. Exchanges in Open Bidding use this data toadjust their bidding strategy in order to beat exchanges returning bids through header bidding. In
other words, exchanges in header bidding will lose more while those bidding in Open Bidding win
more.
8.
254.

Google excludes competition through “nontransparent pricing.”
Google excludes competition by purposefully keeping its auction mechanics, terms,

and pricing, opaque and “nontransparent.” When marketing its exchange to publishers andadvertisers, Google has explained that an ad exchange is “just like a stock exchange, which enables
stocks to be traded in an open way.” However, Google’s exchange is not open at all.
255.

Google’s non-transparent pricing strategy includes obfuscating the take rate thatpublishers and advertisers pay Google. Google tells the small advertisers who use Google Ads tobid the price they pay Google for ad space, but not the price the inventory actually cleared for in
Google’s exchange, the revenue the publisher receives, or the markup Google keeps. In a
discussion between Google employees about Google Ads’ fees, one employee asked: “Buyers
don’t know that [we] take a 15 percent fee? I didn’t realize that.” Another clarified that the fee “isnot transparent.” Even Google employees don’t understand Google’s fees for small advertisers.
256.

Google also obfuscates price transparency for publishers. Overall, evidence suggeststhat publishers selling inventory through Google receive approximately 70 percent of advertising
revenue paid by advertisers, and in some cases that amount is as low as 58 percent. In other words,
Google’s take rate is approximately 30 percent and in some cases is as high as 42 percent.
257.

The lack of transparency decreases competitive pressure at different points in the

supply chain and increases opportunities for rent-seeking and arbitrage. As one senior Google
employee put it, “[b]y charging non-transparently on both sides, we give ourselves some flexibility
to react and counteract market changes. If we face tons of pricing pressure on the buy-side, we can93fall back on the sell-side, and vice-versa.” In other words, Google can charge higher fees at points
in the supply chain where there is little competition and the lack of transparency around fees
impedes other firms from coming in and competing with Google by offering the same services atlower prices.
258.

The lack of transparency also forecloses competition because it impedes potential andactual competitors from assessing a possible return on investment and entering the market tocompete.
259.

Overall, the lack of transparency prevents more efficient competition that would drive

greater innovation, increase the quality of intermediary services, increase output, and create
downward pricing pressure on intermediary fees.
9.

Google is trying to foreclose competition and create a “walled garden” on the
open web.

260.

Google is excluding competition from header bidding, and in the exchange and ad

buying tool markets, by trying to create a “walled garden”—a closed ecosystem—out of theotherwise-open internet. Specifically, Google’s aim is to limit publishers’ ability to identify andtrack users, and to position itself as the arbiter of identification and targeting on the open web. To
then sell targeted ads, publishers will be required to lean even more into Google. Google hasadvanced two different projects to achieve this anticompetitive end-goal: the first is Project NERA,
and the second, Privacy Sandbox. With both, Google’s objective stands in stark contrast to theopen internet that Google claims to protect.
i.
261.

Project NERA

Project NERA was Google’s original plan to create a closed ecosystem out of the open

internet. Google documents reveal that Google’s motive was to “successfully mimic a walled
garden across the open web [so] we can protect our margins.” For Google, Project NERA’s walled94

garden meant two things: controlling the design of publishers’ ad space, then forcing thosepublishers to sell their ad space exclusively through Google’s products. According to internal
Google documents, this strategy would permit Google to extract even higher intermediation fees.
A Google employee aptly described Google’s ambition for Project NERA by acknowledging that
Google wants to “capture the benefits of tightly ‘operating’ a property … without ‘owning’ theproperty and facing the challenges of building new consumer products.” Google’s nickname forthis walled garden plan was “not-owned-but-operated,” or “NOBO” for short. In other words,
Google wanted to be able to control and close off independent websites like The Dallas Morning
News just as Google can control and close off its own sites like YouTube.
262.

To get publishers to give Google exclusive access over their ad inventory, Google set

publishers up for a lose/lose scenario. First, Google started to leverage its ownership of the largest
web browser, Chrome, to track and target publishers’ audiences in order to sell Google’s
advertising inventory. To make this happen, Google first introduced the ability for users to log into
the Chrome browser. Then, Google began to steer users into doing this by using deceptive andcoercive tactics. For example, Google started to automatically log users into Chrome if they logged
into any Google service (e.g., Gmail or YouTube). In this way, Google took the users that choose
not to log into Chrome and logged them in anyways. If a user tried to log out of Chrome inresponse, Google punished them by kicking them out of a Google product they were in the processof using (e.g., Gmail or YouTube). On top this, through another deceptive pattern, Google got
these users to give the Chrome browser permission to track them across the open web and on
independent publisher sites like The Dallas Morning News. These users also had to give Google
permission to use this new Chrome tracking data to sell Google’s own ad space, permitting Google
to use Chrome to circumvent reliance on cookie-tracking technology. The effect of this practice is95

to rob publishers of the exclusive use of their audience data (e.g., data on what users read on The
Dallas Morning News), thereby depreciating the value of publishers’ ad space and benefitting ad
sales on Google’s properties (e.g., YouTube).
263.

Chrome is the leading computer browser in the United States with almost 60 percent

market share. Chrome has power over publishers because it controls a captive segment of their
online users; consequently, publishers do not have alternative ways to reach the users that accessthe internet using Google’s browser.
264.

After using Chrome to track publishers’ users, Google turned around and offered togive publishers the ability to tap into Google’s now-deeper trove of user data in exchange for the
publishers’ agreement to give Google exclusive control over their ad space. If publishers did notagree to the new exclusivity terms, Google would continue to use Chrome to collect data about
their users to sell more Google ads at the expense of the publishers’ ad space. For Google, Project
NERA represented a win-win.
ii.
265.

Privacy Sandbox

As regulatory scrutiny around Google and other Big Tech firms increased globally,

Google transitioned from Project NERA to “Privacy Sandbox.” Regulators around the world wereincreasingly concerned about the extent to which firms like Google tracked consumers. Of any
company on the internet, Google was number one in the world when it came to tracking users
online through cookies. The leader in cookie-based tracking needed a way to deflect any potential
regulation of its business. To address these concerns, Google would take a new approach tobuilding a walled garden out of the open web and ground that approach in privacy language.
266.

Google’s new scheme is, in essence, to wall off the entire portion of the internet that

consumers access through Google’s Chrome browser. By the end of 2022, Google plans to modify
Chrome to block publishers and advertisers from using the type of cookies they rely on to track96

users and target ads. Then, Google, through Chrome, will offer publishers and advertisers new andalternative tracking mechanisms outlined in a set of proposals that Google has dubbed Privacy
Sandbox. Overall, the changes are anticompetitive because they raise barriers to entry and exclude
competition in the exchange and ad buying tool markets, which will further expand the alreadydominant market power of Google’s advertising businesses.
267.

Google’s new scheme is anticompetitive because it coerces advertisers to shift spend

from smaller media properties like The Dallas Morning News to large dominant properties like
Google’s. Chrome is set to disable the primary cookie-tracking technology almost all non-Google
publishers currently use to track users and target ads. A small advertiser like a local car dealershipwill no longer be able to use cookies to advertise across The Dallas Morning News and The Austin
Chronicle. But the same advertiser will be able to continue tracking and targeting ads acrossGoogle Search, YouTube, and Gmail—amongst the largest sites in the world—because Google
relies on a different type of cookie (which Chrome will not block) and alternative tracking
technologies to offer such cross-site tracking to advertisers. By blocking the type of cookies
publishers like The Dallas Morning News currently use to sell ads, but not blocking the othertechnologies that Google relies on for cross-site tracking, Google’s plan will pressure advertisers
to shift to Google money otherwise spent on smaller publishers.
268.

Google’s new scheme is also anticompetitive because it forecloses competition in theexchange and ad buying tool markets while simultaneously providing Google with a workaround.
Non-Google ad buying tools rely primarily on the type of cookies that Chrome is set to block inorder to track users and target them with ads. Google’s ad buying tools, however, partiallycircumvent reliance on the same type of cookies because Google grants them exclusive access touser data from Chrome and Google’s Android mobile operating system. As a result of these97impending changes, some advertisers are already in the process of preparing to shift their spend
from competing ad buying tools to Google’s. In addition to increasing its already dominant market
positions on the buy-side, because Google’s ad buying tools favor Google’s exchange, theupcoming changes will further entrench Google’s exchange monopoly.
269.

Google’s new scheme limits competitors’ ability to compete with Google and themassive amount of user data that it has accumulated. For over ten years, Google has been the single
largest tracker of online users using the very type of cookies that Google will now block. Google
has already amassed massive quantities of user data and associated them with individual profiles.
Moving forward, Google is also uniquely positioned to continue collecting vast troves of data on
individual users: Google will continue individually tracking users on their major properties (e.g.,
Google Search, Google Maps, YouTube) and through various workarounds (e.g., via Chrome andAndroid).
270.

In addition to excluding competition in these ways, Google’s new walled garden

scheme poses a systemic risk to online advertising markets in the United States: it blocks
publishers and advertisers from transacting through intermediaries that do not have conflicts ofinterest. By blocking cookies, and through proposals in Privacy Sandbox, Google forcibly inserts
itself in the middle of publishers’ business relationships with non-Google advertising companies,
cutting off publishers’ ability to transact with rivals without also going through Google. As internal
Google documents make clear, some of the largest advertisers in America actively try to avoid
working with Google because of its conflicts of interest. Google operates on the buy-side and thesell-side, runs an exchange, and participates in the market as a buyer and as a seller. The equivalentin financial markets would be working with a broker that also represents the counterparty, runs theexchange, and has a proprietary trading desk—all without ethical walls between business divisions98

to protect its customers’ welfare. In advertising, a lack of transparency exacerbates advertiser
concerns: Google does not permit adequate third-party audits for things like ad fraud, measurement(e.g., render rates), or circulation. Google’s upcoming changes will force market participants torely even more on Google, a conflicted intermediary, as the arbiter of ad transactions.
271.

To summarize, Google’s upcoming cookie changes in the name of privacy are a ruse

to further Google’s longstanding plan to advantage itself by creating a closed ecosystem out of theopen web. Project NERA was Google’s first scheme; then, to deflect growing regulatory concern
over its own privacy and intrusive cookie practices with consumers, Google launched “Privacy
Sandbox,” new plans to wall off the internet accessed through Chrome. Google’s aim is to further
squeeze competition in the exchange and ad buying tool markets by restricting competitors’ ability
to track users and target ads.
272.

At the same time, Google is trying to hide its true intentions behind a pretext of privacy.

Google does not actually put a stop to user profiling or targeted advertising—it puts Google’s
Chrome browser at the center of tracking and targeting. Google does not put a stop to Google’s
tracking of users on Chrome; it does not put a stop to Google’s tracking of users through cookie
workarounds; it does not put a stop to Google’s tracking of users across the largest sites in theworld. In fact, the new Google Chrome tracking groups create something akin to a Google social
credit score based on group identity. As The Electronic Frontier Foundation recently summarized:“Today, trackers follow you around the web, skulking in the digital shadows in order to guess atwhat kind of person you might be. In Google’s future, they will sit back, relax and let your browser
do the work for them. …. The Sandbox isn’t about your privacy. It’s about Google’s bottom line.
At the end of the day, Google is an advertising company that happens to make a browser.”

99

10.
273.

Google excludes competition though Unified Pricing rules.
Many publishers would prefer to apply higher price floors to Google’s AdX exchange

than they apply to other exchanges, since the informational and other disadvantages Google creates
for other exchanges often mean that AdX is willing to bid more than others. Those higher pricefloors for Google (or the lower price floors for others) require Google to compete more vigorously,
i.e., bid more, for purchasing impressions. One of Google’s initial efforts to avoid this heightenedcompetition came in June 2019, when Google manipulated its core search algorithm to punish
publishers utilizing higher price floors. It caused some publishers’ search traffic to plummet, with
one publisher losing half of its search traffic in a single day. Nevertheless, Google repeatedly
misrepresented to publishers that it was not manipulating search traffic results to punish publishers
who set higher price floors for Google. But in the end, Google would address the issue more
directly by imposing Unified Pricing rules, which eliminated differential price floors altogether.
In effect, Google used its ad server monopoly to exclude competition in the exchange market.
274.

In 2019, Google’s ad server started prohibiting publishers from setting different pricefloors for different exchanges and ad buying tools. As a result, publishers can no longer route theirad space to an exchange like AppNexus at a price floor lower than the price floor they apply whenrouting the same impression to Google’s exchange. Nor can a publisher give one bidder (e.g.,
Google Ads) a higher price floor (e.g., $10 CPM), while giving another (e.g., The Trade Desk) alower price floor (e.g., $8 CPM). Google calls these new ad server restrictions Unified Pricing.
275.

Unified Pricing prohibits publishers from using price floors to generate competition

between Google and non-Google exchanges and ad buying tools. Historically, publishers set
different price floors for Google in order to generate competition from non-Google exchanges andad buying tools. After Google acquired DoubleClick, Google’s ad server restricted publishers fromsharing their raw and non-scrambled DoubleClick ad server users IDs with non-Google exchanges
100and ad buying tools. At the same time, Google’s ad server shares those user IDs with Google’s
exchange and ad buying tools. Consequently, Google’s exchange and ad buying tools had a distinct
information advantage about publishers’ heterogenous inventory. Non-Google intermediaries’
corresponding information disadvantage caused them to bid lower for impressions; for instance,
they must sometimes bid “blind,” unable to adequately evaluate the value of the impression. To
create bid competition in their auctions from non-Google ad buying tools, publishers would set
their price floors higher for Google. But Google’s Unified Pricing rules now block publishers fromcharging Google a rational information risk premium, and they also effectively preclude publishers
from generating competition from bidders unable to match Google’s information advantages.
276.

Google’s blocking of competition via Unified Price rules has resulted in Google’s

exchange and buy-side winning an increasing portion of publishers’ impressions, even though they
pay lower prices. Publisher auction records reveal that Google’s exchange grew its share of
exchange impressions by 20 percent after the introduction of Unified Pricing rules. For somepublishers, the Unified Pricing restrictions caused their Google ad server to sell twice as much of
their inventory to Google’s exchange for half as much as what Google’s exchange historicallypaid. Records also show that Unified Pricing rules result in Google’s ad buying tools tripling andquintupling the share of impressions they win. In sum, Google’s Unified Price rules have been
extremely effective at blocking and reducing competition from non-Google exchanges and ad
buying tools.
277.

Unified Pricing rules not only prohibit publishers from discriminating between

exchanges and bidders based on price and yield, but also on non-price criteria like ad quality.
Publishers cannot favor exchanges and ad buying tools that return higher quality ads.

101

278.

The Unified Pricing rules also result in Google’s exchange winning more because they

coerce publishers to transact with Google ad buying tools in Google’s exchange. In other words,
they require publishers to use Google’s exchange in order to do business with Google’s ad buying
tools. Previously, publishers could choose to transact with DV360 only in non-Google exchanges
by increasing DV360’s price floors in Google’s exchange. Unified Pricing rules ended this practiceand forced publishers to transact with DV360 and Google Ads in Google’s exchange. Forcing
publishers to transact with Google’s ad buying tools only if they also transact in Google’s exchange
was one of Google’s main aims with Unified Pricing.
279.

Google misrepresented to publishers its reasons for adopting Unified Pricing.

Externally, Google falsely declared that abolishing price floors benefited publishers. Privately,
however, Google recognized that Unified Pricing was “extremely self-serving” and revealed thatthe true objective was to allow “Google buyside and Facebook (after FAN integrates through Open
Bidding) get access to the same 1st Price auction dynamics.” According to an internal Google
memorandum summarizing a May 2, 2019 meeting between Google and Facebook, the parties
discussed publisher pricing floors, and Facebook told Google it would rather publishers not havethe ability to set price floors. These discussions helped Google later decide to prohibit publishers
from setting lower price floors for non-Google (or non-Facebook) exchanges, networks, and ad
buying tools. The Unified Price rules further the collusion between Google and Facebook.
F.

Google forces advertisers to use Google’s ad buying tools.
1.

Google conduct that excludes competition in the exchange market also
excludes competition in the ad buying tool markets.

280.

The artificial information disadvantages that Google’s ad server and exchange generate

for non-Google ad buying tools (e.g., cutting off access to publishers’ ad server user IDs) foreclosecompetition in the ad buying tool markets.
102

281.

The various Google programs discussed in paragraphs 148-154, including the

Bernanke program, foreclose competition in the ad buying tool markets for small and large
advertisers.
282.

Likewise, the Unified Pricing rules discussed in paragraphs 273-279 foreclosecompetition and protect Google’s monopoly in the ad buying tool markets. Before Unified Pricing,
publishers could set different price floors to facilitate competition between Google and nonGoogle ad buying tools.
283.

Google’s Last Look conduct, as well as Google’s new replacement scheme, discussed

in paragraphs 236-240, forecloses competition in the ad buying tool markets.
2.

Google excludes competition in the market for ad buying tools by cutting
YouTube off from competing ad buying tools.

284.

Google unlawfully maintains its monopoly power in the ad buying tool markets by

cutting YouTube inventory off from competing ad buying tools. Cutting off YouTube accessforces advertisers to use Google’s ad buying tools because YouTube, as the leading provider ofvideo inventory in the United States, is a “must-have” source of online instream video inventory
for advertisers.
285.

Google did not always require advertisers to use a Google ad buying tool to purchase

YouTube ad inventory. Indeed, advertisers could previously purchase YouTube inventory throughmany non-Google ad buying tools.
286.

However, in 2013, Google noticed that its ad buying tool for large advertisers DV360

was falling behind the competition. Google started to consider withholding YouTube inventory
from non-Google ad buying tools for the express purpose of pressuring advertisers to use DV360
and Google Ads. In an internal 2014 Google document, Google strategized that “[e]xclusivity ofaccess to YouTube will likely be a significant driver of DBM Video adoption.”
103

287.

Google also recognized that withholding YouTube from competing ad buying tools

would give Google’s DV360 and Google Ads power as buyers’ agent to steer advertisers’ budgets
back to Google’s properties (e.g., Google Search). A 2013 strategy conversation makes this clear:“If advertisers feel like they don’t have to work with Google directly to access video inventory—
including YouTube—we will lose our ability to influence decisions about budget allocation.” Inother words, if YouTube inventory were available exclusively through Google’s ad buying tools,
advertisers would have to use those tools, which would empower Google to then steer budgets
back to Google properties (e.g., Search and YouTube).
288.

Rather than competing in the market on the basis of price or quality, Google decided

to withhold YouTube inventory from non-Google ad buying tools in order to force advertisers to
use Google’s tools.
289.

By restricting non-Google ad buying tools from selling YouTube inventory, Google

also acted against YouTube’s interest. Restricting the pool of buyers for YouTube inventory
lowered the demand and revenue for YouTube content creators.
290.

The harm to competing ad buying tools is magnified because advertisers (and ad

agencies) prefer to minimize the number of ad buying tools they use. Advertisers and ad agencies
bear significant costs and inefficiencies when using more than one ad buying tool for an ad
campaign. For example, using multiple tools increases the rate at which they inadvertently bid
against themselves on exchanges, thereby driving up their own advertising costs. As Google
knows, advertisers can either use more than one ad buying tool (and increase their costs) or use
just Google’s tools and avoid these inefficiencies altogether.

104

291.

Cutting off access to YouTube foreclosed competition in the ad buying tool markets

and protected Google’s market power in these markets. Many DSPs stopped growing, many others
went out of business, and the market overall has been closed to entry.
VIII. ANTICOMPETITIVE EFFECTS
292.

Google’s exclusionary conduct has caused a wide range of anticompetitive effects,

including the exit of rival firms and limited and declining entry rates in the relevant antitrust
markets (despite the significant profits enjoyed by Google in those markets). Google’s harm tocompetition deprives advertisers, publishers, and consumers of improved quality, greatertransparency, greater innovation, increased output, and lower prices.
293.

Google’s anticompetitive conduct described throughout this Complaint has adversely

and substantially affected the Plaintiff States’ economies and the general welfare in the Plaintiff
States. Google’s illegal conduct has reduced competition, raised prices, lowered quality, andreduced output in each of the Plaintiff States. This conduct has harmed the Plaintiff States’
respective economies by depriving the Plaintiff States and the persons within each Plaintiff Stateof the benefits of competition.
294.

Google has unlawfully maintained monopolies by using its market power todisadvantage the process of competition via tying, exclusionary conduct, and other conduct in atleast the following ways:i.

Substantially foreclosing competition in the exchange market by interfering with andcutting off access to inventory and advertiser demand;ii.

Substantially foreclosing competition in the publisher ad server market by tying its adserver with its market dominant exchange;iii.

Substantially foreclosing competition in the market for publisher ad servers and using
market power in the publisher ad server market to harm competition in the exchange
105

market, the market for display ad buying tools for small advertisers, and the market for
display ad buying tools for large advertisers;
iv.

Substantially foreclosing competition in the markets for display ad buying tools forsmall advertisers and display ad buying tools for large advertisers;v.

Increasing barriers to entry in the markets for publisher ad servers, exchanges, display
ad buying tools for small advertisers, and display ad buying tools for large advertisers;vi.

Harming innovation which would otherwise benefit publishers, advertisers, andconsumers;vii.

Harming publishers’ ability to effectively monetize their content, reducing publishers’
revenues, and thereby reducing output;

viii.

Maintaining opacity on margins and selling processes, harming competition in theexchange and display ad buying tool markets;

ix.

Increasing advertisers’ costs to advertise and reducing the effectiveness of theiradvertising, thereby harming businesses’ ability to deliver their products and services
and reducing output; andx.

Improperly shielding Google’s products from competitive pressures, thereby allowing
it to continue to extract high margins and avoid the pressure to innovate.

295.

This section outlines the effect of Google’s conduct on competition in the publisher ad

server market, the exchange market, the market for ad buying tools for small advertisers, and themarket for ad buying tools for large advertisers, as well as the effects on publishers, advertisers,
businesses, and the general public.
A.

Anticompetitive Effects in the Publisher Ad Server Market
296.

Google’s exclusionary conduct has foreclosed competition in the publisher ad servermarket and created artificial barriers to entry and expansion. Google’s exclusionary conduct in this106

market includes the tying of its ad server to its exchange (and network and ad buying tools), as
well as its unlawful bid rigging agreement with Facebook. Competing publisher ad servers haveconsequently exited or significantly scaled back their offerings, leaving publishers with little to no
choice but to license Google’s ad server. Several large public advertising technology firms,
including Microsoft, Yahoo!, WPP, and OpenX, once competed in this market; all four firms havesince exited the market. Moreover, the entry of new competition has been remarkably weak for a
decade, and new entrants are thwarted, because of the Google-created barriers to entry andexpansion. For instance, Google thwarted Facebook’s potential entry into this market by giving
Facebook secret auction quotas.
297.

Google’s harm to the competitive process has harmed customers in this market, i.e.,

online publishers. An ad server is an inventory management system that serves a publisher’sinterest. In a competitive market, publishers would benefit from ad servers competing on price andquality (e.g., the extent to which ad servers maximize publishers’ inventory yield). Google’s
exclusionary conduct and entry barriers have permitted its ad server to charge supra-competitive
fees (e.g., a 5 to 10 percent fee on gross transactions executed in non-Google exchanges andnetworks) and lower quality below competitive levels (e.g., blocking and interfering withcompetition from non-Google exchanges that increase publishers’ yield).
298.

Leading, long-established, and high-quality news publications have faced challenges

monetizing via digital advertising, despite large readership and growing subscriber bases. Digitalpublishers were built on the expectation of fast growth in advertising sales, but that expectation
has remained largely unrealized. In 2019, industry commentary described a pattern of struggling
publishers heralding the “accelerating deterioration of the sector.” Struggling to meet advertising
revenue targets, many publishers have had to resort to the downsizing of their workforces and the107production of less content. By reducing the revenue potential for publishers, Google reduces
publishers’ incentives and resources to produce content, lowering output in this relevant market.
299.

Google’s harm to the competitive process in the ad server market has also harmed

publishers’ customers, i.e., individual consumers. Publishers use revenue generated from sellingad space to improve the quality of their content, offer more content, and offer more subsidized
content access (i.e., less expensive subscriptions or free content access). Because Google’s adserver charges supra-competitive prices and depresses publishers’ inventory yield, publishers offer
consumers less content (lower output of content), lower-quality content, less innovation in content
delivery, more paywalls, and higher subscription fees.
B.

Anticompetitive Effects in the Exchange Market
300.

Google’s exclusionary conduct has foreclosed competition in the exchange market andcreated artificial barriers to entry and expansion. Google’s exclusionary conduct in this market
includes deceptively blocking, interfering with, and obstructing exchange competition, cutting off
non-Google exchange access to publishers’ user IDs, manipulating advertiser bids and exchange
price floors (i.e., manipulating the auction), tying of its ad server to its exchange, ad network, andad buying tools (requiring publishers and advertisers to trade in Google’s exchange), an unlawful
agreement with Facebook to rig publishers’ auctions with advantages and quotas for Facebook,and a long list of conduct that Google pursued with the purpose to “kill” header bidding.
Competing exchanges have consequently exited the market and new entrants are unable toeffectively compete. Over ten years ago, Microsoft, Yahoo!, and top Silicon Valley venture funds
competed in the exchange market, with the AdECN, AdBrite, and ADSDAQ exchanges; all threeof these exchanges have since exited the market. Competition from new entrants has been weakbecause of the barriers and obstructions to entry Google has created. For instance, competingexchanges have tried for market share to compete by lowering their take rates to half and even a108

quarter of Google’s exchange take rates. However, competition is not working: effectively, due toGoogle interference, lowering prices does not permit exchanges to gain market share.
301.

Google’s harm to the competitive process has harmed customers in this market, i.e.,

online publishers and advertisers. In a competitive market, publishers and advertisers would
benefit from exchanges competing on take rates and quality. Competition would lead to lower takerates, benefiting publishers and advertisers. Publishers would retain a greater share of theiradvertising revenue, permitting them to create more content, higher-quality content, and more
subsidized content access. Advertisers would pay less to purchase ad space, permitting them to reinvest those cost savings into providing consumers with higher-quality and lower-priced goods
and services. Google’s foreclosure of competition in the exchange market has permitted its
exchange to charge supra-competitive fees (~19-22 cut on gross transactions) and lower quality
below competitive levels. Furthermore, Google’s high take rate does not reflect the magnitude of
Google’s anticompetitive harm because of the inefficiency Google creates in the allocation ofimpressions. Google has consequently reduced output in the exchange market.
C.

Anticompetitive Effects in the Network Market
302.

Google’s exclusionary conduct has foreclosed competition in the display ad network

market and the in-app mobile ad network market and created artificial barriers to entry andexpansion. Google’s exclusionary conduct in these markets includes Google Ads routing
advertisers’ bids on display ads to only Google’s network, then deceptively re-routing those
advertisers’ bids to Google’s exchange; it also includes the terms of the Jedi Blue agreement, which
provide Facebook’s in-app network FAN with “Win Rate” quotas in auctions for publishers’ inapp inventory. Competing display and in-app networks have exited the market and new entrants
are unable to effectively compete. Whereas competition in these markets used to be vigorous,
today, Google and Facebook control these markets.
109

303.

Google’s harm to the competitive process has harmed customers in this market, i.e.,

small publishers and advertisers. In a competitive market, small publishers and advertisers would
benefit from networks competing with each other on take rates and quality. Competition would
lead to lower take rates, benefiting publishers and advertisers. Small publishers would retain agreater share of their advertising revenue, permitting them to create more content, higher-quality
content, and more subsidized content access. Advertisers would pay less to purchase ad space,permitting them to re-invest those cost savings into providing consumers with higher-quality andlower-priced goods and services. Google’s foreclosure of competition in the network market has
permitted its display network GDN to charge high double-digit take rates exceeding 32 percent.
Google’s foreclosure of competition in the in-app network market, per the terms of the Jedi Blueagreement, allocates a minimum fixed percent of auctions for publishers’ inventory to Facebook’s
in-app network FAN irrespective of how high other networks might bid in the same auctions.
Market allocation through quotas subverts competition between networks for publishers’ in-app
inventory and fixes prices in the market. Consequently, Google reduces output in these markets.
D.

Anticompetitive Effects in the Markets for Display Ad Buying Tools for Small
Advertisers and Display Ad Buying Tools for Large Advertisers
304.

Google’s exclusionary conduct has foreclosed competition in the ad buying tool

markets for both small and large advertisers and created artificial barriers to entry and expansion.
Google’s exclusionary conduct in these separate markets includes the tying of its ad server to its
exchange, ad network, and ad buying tools (requiring publishers and advertisers to trade in
Google’s exchange), cutting off non-Google ad buying tools’ access to publishers’ ad server userIDs, manipulating advertiser bids and exchange price floors (i.e., manipulating the auction), andthe tying of YouTube with its ad buying tools. Consequently, competing ad buying tools haveexited the market and new entrants are unable to effectively compete. Competition in the ad buying
110

tool markets for small and large advertisers used to be robust; today, Google Ads is effectively the
only remaining choice for small advertisers wishing to purchase display ad space from exchanges.
And many large advertisers have no choice but to use DV360 because they single home (to reducebidding risk) and because DV360 has exclusive access to YouTube ad inventory, which is a “musthave.”
305.

Google’s harm to the competitive process has harmed customers in these markets, i.e.,

both small and large advertisers. Ad buying tools, whether for small or large advertisers, aresupposed to advance advertisers’ best interests (e.g., buying identical ad space for the lowest
price). In a competitive market, advertisers would benefit from ad buying tools competing on priceand quality (e.g., the extent to which the tools maximize advertisers’ best interests). Google’s
exclusionary conduct has permitted its ad buying tool for small advertisers to charge supracompetitive fees and lower quality below competitive levels (e.g., charging non-transparent fees,
manipulating advertisers’ bids to purchase ad space for higher prices trading on Google’s exchange
and network, and arbitraging small advertisers’ bids to extract higher fees). Similarly, Google’s
exclusionary conduct has permitted Google’s ad buying tool for large advertisers to charge supracompetitive fees and lower quality below competitive levels (e.g., the lack of adequate auditing of
Google conflicts of interests and fraudulent impressions). Google’s conduct has consequently also
lowered output in these markets.
306.

Google’s harm to the competitive process in the ad buying tool markets has also harmed

advertisers’ customers, i.e., consumers. The fees advertisers would save on ad buying tools and ad
purchases in the absence of Google’s anticompetitive conduct would result in reduced deadweightcosts that advertisers would ultimately pass on to consumers. Consumers would benefit throughbetter quality and lower priced goods and services. Advertising also allows consumers to learn of111

the range of competitors in a market, their prices, and the nature of the products and services
offered. When advertising effectiveness is reduced, competition between products and services isreduced, and consumers are harmed.
E.

Harm to Innovation
307.

In each of the relevant product markets, Google’s exclusionary conduct has resulted inharm to innovation. A critical example of this is how, for many years, Google’s publisher ad server
depressed publishers’ inventory yields by blocking real-time competition from non-Google
exchanges. When publishers found a way to work around the restrictions imposed by Google’s adserver using header bidding, publishers’ yields jumped by 30+ percent, sometimes even over 100
percent. It was not until 2018, about 8 years after the invention of real-time bidding, that Google’s
ad server finally permitted publishers to route their inventory to multiple exchanges in real time.
In other words, the lack of competition caused by Google’s foreclosure of competition and entry
permitted Google’s ad server to get away with significantly depressing publishers’ inventory yields
for almost ten years.
308.

Google’s response to header bidding has further harmed innovation in the exchange

and publisher ad server markets. Google has used its market power in the publisher ad servermarket and exchange markets to “kill” header bidding, rather than competing on the merits. Header
bidding helped publishers make more money by enhancing exchange access to and competition
for publishers’ impressions. By crippling interoperability with this new and beneficial invention,
Google stifles rather than promotes beneficial innovation in the market.

112

IX. CLAIMSA.

COUNT I – MONOPOLIZATION IN VIOLATION OF SECTION II OF THE SHERMAN ACT, 15
U.S.C. § 2309.

Plaintiff States repeat and reallege every proceeding allegation as if fully set forth

herein.
310.

Google wrongfully acquired and unlawfully maintained monopoly power in the market

for publisher ad servers, unlawfully acquired or maintained monopoly power in the ad exchange
market and ad network markets, unlawfully acquired or maintained monopoly power in the market
for ad buying tools for small advertisers, and unlawfully acquired or maintained monopoly powerin the market for ad buying tools for large advertisers.
311.

Google has willfully maintained and abused its monopoly in the ad server market andadjacent markets to, inter alia, restrict publishers from routing inventory to multiple exchanges,
preferentially route publisher inventory to Google’s exchange, provide Google’s exchange
exclusive access to high-value inventory, provide information advantages to harm competition,
structure key aspects of the exchange market to minimize transparency, trade ahead of header
bidding exchanges, use its data advantages to trade on inside information, deceive publishers toencourage them to disable header bidding, cripple publishers’ ability to measure header bidding
yield, reduce line item capabilities to impede header bidding, redesign how web content ispresented to make header bidding incompatible, withhold data from header bidding, enter into
agreements with horizontal competitors to entrench its monopoly position, and exclude
competition through Unified Pricing.
312.

Google has used its economies of scale in search and search advertising to create andmaintain a monopoly in the markets for ad buying tools and exchanges.

113

313.

Google has willfully maintained and abused its monopoly power in the instream online

video advertising market to force advertisers to use Google’s ad buying tools for both small andlarge advertisers.
314.

Plaintiff States have sustained antitrust injury as a direct and proximate cause of

Google’s unlawful conduct, in at least the following ways: (1) substantial foreclosure ofcompetition in the market for publisher ad servers, and the use of market power in the publisher
ad server market to harm competition in the exchange market; (2) substantial foreclosure ofcompetition in the exchange market via foreclosure of rivals’ access to publisher inventory andadvertiser demand; (3) substantial foreclosure of competition in the markets for ad buying tools by
the creation of information asymmetries and unfair auctions enabled by Google’s market
dominance in the publisher ad serving tools and exchange markets; (4) increased barriers to entry
and expansion in the publisher ad server, exchange, and demand-side buying tools markets; (5)decreased innovation, which would otherwise benefit publishers, advertisers, and competitors; (6)harm to publishers’ ability to effectively monetize their content, reductions to publishers’
revenues, reduced output, and the resulting harms to consumers; (7) reduced advertiser demandand participation in the market from opacity on margins and selling process, and harm to rival
exchanges and buying tools; (8) increased advertisers’ costs to advertise and reduced effectivenessof advertising, which thereby harms businesses’ return on the investment in delivering theirproducts and services, reduces output, and further harms consumers; (9) protection of Google’s
products from competitive pressures, thereby allowing it to continue to extract high margins while
avoiding competitive pressures to innovate.
315.

For the reasons set forth above, Google has violated Section 2 of the Sherman Act, 15

U.S.C. § 2.

114

316.

The Plaintiff States are entitled to equitable relief as appropriate to cure Google’s

unlawful conduct and restore competition in the relevant markets. Consumers in the Plaintiff States
are regular users of products in the relevant markets and will continue to purchase such products
and suffer further injury if Google’s unlawful monopolies are not ended.
B.

COUNT II – ATTEMPTED MONOPOLIZATION IN VIOLATION OF SECTION II OF THE
SHERMAN ACT, 15 U.S.C. § 2
317.

Plaintiff States repeat and reallege every proceeding allegation as if fully set forth

herein.
318.

As detailed above, Google has monopoly power, or at a minimum, a dangerous

probability of acquiring monopoly power, in the relevant online display advertising markets,
including the market for publisher ad servers, the ad exchange and ad network markets, and in themarkets for ad buying tools for large and small advertisers.
319.

Google has willfully, knowingly, and with specific intent to do so, attempted tomonopolize the relevant online display advertising markets, including the market for ad servers,
the ad exchange and ad network markets, and the markets for ad buying tools for large and small
advertisers.
320.

Google has attempted to monopolize the ad server market and adjacent markets to, interalia, restrict publishers from routing inventory to multiple exchanges, preferentially route
publisher inventory to Google’s exchange, provide Google’s exchange exclusive access to highvalue inventory, provide information advantages to harm competition, structure key aspects of theexchange market to minimize transparency, trade ahead of header bidding exchanges, use its dataadvantages to trade on inside information, deceive publishers to encourage them to disable header
bidding, cripple publishers’ ability to measure header bidding yield, reduce line item capabilities
to impede header bidding, redesign how web content is presented to make header bidding115

incompatible, withhold data from header bidding, and enter into agreements with horizontal
competitors to entrench its monopoly position, and exclude competition through Unified Pricing.
321.

Google has attempted to monopolize the markets for ad buying tools and exchanges.

322.

Google has attempted to monopolize in the instream online video advertising to force

advertisers to use Google’s ad buying tools for both small and large advertisers.
323.

Plaintiff States have sustained antitrust injury as a direct and proximate cause of

Google’s unlawful conduct, in at least the following ways: (1) substantial foreclosure ofcompetition in the market for publisher ad servers, and the use of market power in the publisher
ad server market to harm competition in the exchange market; (2) substantial foreclosure ofcompetition in the exchange market via foreclosure of rivals’ access to publisher inventory andadvertiser demand; (3) substantial foreclosure of competition in the markets for ad buying tools by
the creation of information asymmetries and unfair auctions enabled by Google’s market
dominance in the publisher ad serving tools and exchange markets; (4) increased barriers to entry
and expansion in the publisher ad server, exchange, and demand-side buying tools markets; (5)decreased innovation, which would otherwise benefit publishers, advertisers, and competitors; (6)harm to publishers’ ability to effectively monetize their content, reductions to publishers’
revenues, reduced output, and the resulting harms to consumers; (7) reduced advertiser demandand participation in the market from opacity on margins and selling process, and harm to rival
exchanges and buying tools; (8) increased advertisers’ costs to advertise and reduced effectivenessof advertising, which thereby harms businesses’ return on the investment in delivering theirproducts and services, reduces output, and further harms consumers; (9) protection of Google’s
products from competitive pressures, thereby allowing it to continue to extract high margins while
avoiding competitive pressures to innovate.

116

324.

For the reasons set forth above, Google has violated Section 2 of the Sherman Act, 15

U.S.C. § 2.
325.

The Plaintiff States are entitled to equitable relief as appropriate to cure Google’s

unlawful conduct and restore competition in the relevant markets. Consumers in the Plaintiff States
are regular users of products in the relevant markets and will continue to purchase such products
and suffer further injury if Google’s unlawful monopolies are not ended.
C.

COUNT III – UNLAWFUL TYING IN VIOLATION OF SECTION II OF THE SHERMAN ACT, 15
U.S.C. § 2
326.

Plaintiff States repeat and reallege every proceeding allegation as if fully set forth

herein.
327.

Google’s contractual arrangements and other conduct force publishers and others to

use Google’s ad server (DFP) if they use Google exchange (AdX).
328.

Google’s DFP and Google AdX are separate products in separate markets.

329.

Google AdX has sufficient market power in the exchange market to coerce publishers

and others to use DFP even if they would prefer not to do so.
330.

Google’s tying arrangements affect a significant volume of interstate commerce andhave the effect of substantially foreclosing competition in the publisher ad server market by virtueof reducing the number of publishers and others for whom other ad servers can effectively
compete. Moreover, these tying arrangements allow Google to maintain supra-competitive prices
for AdX that are ultimately passed on to publishers and others, who are also harmed by virtue of
having fewer options available at lower prices because of Google’s conduct.
331.

Google’s tying arrangements have caused competing ad servers substantial damages asa direct and proximate cause of this unlawful conduct because Google has foreclosed other ad
servers from competing for potential publishers and others and has deprived ad servers of other117

business for reasons having nothing to do with the merits of Google DFP or other ad server
products.
332.

Google’s contractual arrangements and other conduct force advertisers and others to

use Google’s ad buying tools, DV360 or Google Ads, if they seek to purchase ad inventory on
YouTube.
333.

Ad inventory on YouTube and Google’s ad buying tools (DV360 and Google Ads) are

separate products in separate markets.
334.

YouTube has sufficient power in the online video inventory market to coerce

advertisers and others to use Google’s ad buying tools (DV360 and Google Ads) even if theywould prefer not to do so.
335.

Google’s tying arrangements affect a significant volume of interstate commerce andhave the effect of substantially foreclosing competition in the ad buying tools markets by virtue of
reducing the number of advertisers and others for whom other ad buying tools can effectively
compete. Moreover, these tying arrangements allow Google to charge supra-competitive prices forad buying tools that are ultimately passed on to advertisers and others, who are also harmed byvirtue of having fewer options available at lower prices because of Google’s conduct.
336.

Google’s contractual arrangements and other conduct force small advertisers andothers to use Google’s network (GDN) and Google’s exchange (AdX), or at least to not use
competing networks and exchanges, if they use Google Ads.
337.

Google Ads, Google GDN, and Google AdX are separate products in separate

markets.

118

338.

Google Ads has sufficient power in the market ad buying tools for small advertisers

to coerce advertisers and others to use Google GDN and Google AdX even if they would prefer
not to do so.
339.

Google’s tying arrangements affect a significant volume of interstate commerce andhave the effect of substantially foreclosing competition in the network market and ad exchange
market by virtue of reducing the number of small advertisers and others for whom othernetworks and exchanges can effectively compete. Moreover, these tying arrangements allow
Google to maintain supra-competitive prices for GDN and AdX that are ultimately passed on toadvertisers and others, who are also harmed by virtue of having fewer options available at lower
prices because of Google’s conduct.
340.

Google’s tying arrangements have caused competing networks and exchanges

substantial damages as a direct and proximate cause of this unlawful conduct because Google has
foreclosed other networks and exchanges from competing for potential small advertisers andothers, and deprived networks and exchanges of other business for reasons having nothing to dowith the merits of Google’s network or exchange products.
D.

COUNT IV – UNLAWFUL AGREEMENT IN VIOLATION OF SECTION I OF THE SHERMAN
ACT, 15 U.S.C. § 1
341.

Plaintiff States repeat and reallege every proceeding allegation as if fully set forth

herein.
342.

Google, by and through its officers, directors, employees or other representatives,

entered into an unlawful agreement with its co-conspirator Facebook in restraint of trade andcommerce in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, in which they agreed toallocate display ad auction wins and to fix display ad prices, as described in this Complaint.

119

343.

Google’s conduct is a per se violation that restrains trade and harms competition

through an unlawful agreement in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1.
344.
E.

Google’s anticompetitive acts have had harmful effects on competition and consumers.

COUNT V – SUPPLEMENTAL STATE LAW ANTITRUST CLAIMS
345.

Plaintiff State of Texas repeats and realleges every preceding allegation as if fully set

forth herein.
346.

The aforementioned practices by Google were and are in violation of Texas Business

and Commerce Code § 15.01 et seq., including § 15.05(b).
347.

Plaintiff State of Alaska repeats and realleges each and every preceding allegation as if

fully set forth herein. The aforementioned acts or practices by Google violate the Alaska Restraintof Trade Act (“ARTA”), AS 45.50.562 et seq.
348.

Google engaged in and is engaging in unlawful conduct in the course of trade orcommerce within the meaning of AS 45.50.562 et seq. This conduct has harmed and is harming
Alaska and its citizens, residents, businesses, and consumers.
349.

As provided for under ARTA, Alaska seeks a civil penalty of up to $50,000,000,

injunctive relief, damages and penalties, disgorgement, and costs and attorney’s fees.
350.

The State of Alaska seeks relief on behalf of itself, as provided for in ARTA, and as

parens patriae on behalf of its persons, as provided for in AS 45.50.577, as well as under Alaskacommon law.
351.

Plaintiff State of Arkansas repeats and realleges each and every preceding allegation as

if fully set forth herein.
352.

Google’s actions alleged herein violate, and Plaintiff State of Arkansas is entitled torelief under, the Unfair Practices Act, Ark. Code Ann. § 4-75-201 et seq., Monopolies Generally,
Ark. Code Ann. § 4-75-301 et seq., and the common law of Arkansas.
120

353.

Plaintiff State of Arkansas seeks and is entitled to maximum civil penalties allowed bylaw, injunctive relief, disgorgement, attorney’s fees, costs, investigative expenses, expert witness
expenses, and such other relief as this Court deems just and equitable.
354.

Plaintiff the State of Florida repeats and realleges each and every preceding allegation

as if fully set forth herein. The aforementioned acts or practices by Google violate the Florida
Antitrust Act, Fla. Stat. § 542.15 et seq.
355.

The State of Florida seeks remedies available under The Florida Antitrust Act

including:a) Injunctive and other equitable relief pursuant to Fla. Stat. § 542.23;b) Civil penalties pursuant to Fla. Stat. § 542.21, which provides that any person other than anatural person is subject to a penalty of up to $1 million and that “[a]ny person who
knowingly violates any of the provisions . . . or who knowingly aids in or advises such
violation, is guilty of a felony, punishable by a fine not exceeding $1 million if a
corporation”; andc) Costs and attorneys’ fees pursuant to Fla. Stat. § 542.23.
356.

Plaintiff State of Idaho repeats and realleges each and every preceding allegation as if

fully set forth herein.
357.

Google has engaged in Idaho commerce, as that term is defined by Idaho Code § 48

103(1).
358.

Google’s actions as alleged herein violate the Idaho Competition Act, Idaho Code § 48

105, in that such actions constitute monopolization, an attempt to monopolize, and/or a
combination or conspiracy to monopolize lines of Idaho commerce, as that term is defined by
Idaho Code § 48 103(1).

121

359.

Google’s actions as alleged herein violate the Idaho Competition Act, Idaho Code § 48

104, in that they have the purpose and/or the effect of unreasonably restraining Idaho commerce,
as that term is defined by Idaho Code § 48-103(1).
360.

For each and every violation alleged herein, Plaintiff State of Idaho is entitled to alllegal and equitable relief available under the Idaho Competition Act, Idaho Code §§ 48-108 and48-112, including, but not limited to, declaratory judgment, injunctive relief, civil penalties,
divestiture of assets, disgorgement, expenses, costs, attorneys’ fees, all monetary relief that the
Attorney General of the State of Idaho is entitled to recover, as parens patriae, on behalf of personsof the State of Idaho for any injury directly or indirectly sustained because of each and every
violation of the Act, and such other and further relief as this Court deems just and equitable.
361.

Plaintiff State of Indiana repeats and realleges every preceding allegation as if fully set

forth herein.
362.

The aforementioned practices by Google were and are in violation of Ind. Code §§ 24-

1-2-1 and -2.
363.

Plaintiff State of Louisiana repeats and re-alleges each and every preceding allegation

as if fully set forth herein.
364.

The Attorney General of the State of Louisiana is authorized to bring this action on

behalf of the people of the State of Louisiana for injunctive relief, restitution, and civil penalties
pursuant to the Louisiana Monopolies statute, La. Rev. Stat. Ann.§ 51:121, et seq.
365.

La Rev. Stat. Ann.§ 51:123 states that no person shall monopolize, or attempt tomonopolize, or combine, or conspire with any other person to monopolize any part of the trade orcommerce within this state.

122

366.

Google’s continuing and systematic business practices as alleged herein meant tocontrol or manipulate the digital advertising industry constitute a contract, combination, orconspiracy in restraint of trade or commerce in the state of Louisiana in violation of Louisiana
Monopolies statute, La. Rev. Stat. Ann.§ 51:122.
367.

Google’s continuing and systematic business practices as alleged herein meant tocontrol or manipulate the digital advertising industry constitute an attempt to monopolize toconspire to monopolize trade or commerce in the state of Louisiana in violation of Louisiana
Monopolies statute, La. Rev. Stat. Ann.§ 51:123.
368.

Pursuant to La. Rev. Stat. Ann.§ 51:121 the Plaintiff State of Louisiana seeks to recover

treble damages, the cost of suit, and attorneys’ fees, and injunctive relief pursuant to La. Rev. Stat.
Ann.§ 51:128.
369.

Plaintiff the Commonwealth of Kentucky hereby reincorporates by reference all otherparagraphs of this Complaint.
370.

Plaintiff the Commonwealth of Kentucky repeats and realleges each and every

preceding allegation as if fully set forth herein.
371.

The aforementioned acts or practices by Google violate Ky. Rev. Stat. § 367.175.

372.

Google engaged in and is engaging in unlawful conduct in the course of trade orcommerce, within the meaning of Ky. Rev. Stat. § 367.175, that has harmed and is harming theCommonwealth and its persons.
373.

The Commonwealth of Kentucky seeks the following remedies under Kentucky law

for violations of Ky. Rev. Stat. § 367.175:a) Disgorgement and restitution pursuant to Ky. Rev. Stat. § 15.020, Ky. Rev. Stat. § 367.110
through Ky. Rev. Stat. § 367.990, and common law;123b) Injunctive and other equitable relief pursuant to Ky. Rev. Stat. § 15.020, Ky. Rev. Stat. §367.110 through Ky. Rev. Stat. § 367.990, and common law;c) Civil penalties pursuant to Ky. Rev. Stat. § 367.990(8);d) Costs and attorneys’ fees pursuant to Ky. Rev. Stat. § 367.110 through Ky. Rev. Stat. §367.990, Ky. Rev. Stat. § 48.005(4), and common law; ande) Other remedies as the court may deem appropriate under the facts and circumstances of the
case.
374.

Plaintiff State of Mississippi repeats and realleges each and every preceding allegation

as if fully set forth herein.
375.

Google’s acts violate Miss. Code Ann. § 75- 21-1 et seq., and Plaintiff State ofMississippi is entitled to relief under Miss. Code Ann. § 75- 21-1 et seq.
376.

Pursuant to Miss. Code Ann. § 75-21-1 et seq., Plaintiff State of Mississippi seeks andis entitled to relief, including but not limited to injunctive relief, damages, restitution,
disgorgement, civil penalties, costs, attorney fees, and any other just and equitable relief which
this Court deems appropriate.
377.

Plaintiff State of Missouri repeats and realleges every preceding allegation as if fully

set forth herein.
378.

The aforementioned practices by Google were and are in violation of the Missouri

Antitrust Law, Mo. Rev. Stat. §§ 416.011 et seq.
379.

Plaintiff State of Montana repeats and realleges every preceding allegation as if fully

set forth herein.
380.

The aforementioned acts and practices by Google were and are in violation ofMontana’s Unfair Trade Practices and Consumer Protection Act, Mont. Code Ann. § 30-14-101 et124

seq., including, but not limited to, § 30-14-103, and Unfair Trade Practices Generally, Mont. CodeAnn. § 30-14-201 et seq., including §§ 30-14-205(1), 30-14-205(2), and 30-14-222.
381.

Plaintiff the State of Nevada repeats and realleges each and every preceding allegation

as if fully set forth herein. The aforementioned acts or practices by Google violate the Nevada
Unfair Trade Practices Act, Nev. Rev. Stat. §598A.010, et seq., and specifically unlawful restraintsof trade prohibited by Nev. Rev. Stat. §598A.060.
382.

As repeatedly alleged supra, Google engaged in and is engaging in unlawful conductthat produced, and continues to produce, harm across the Plaintiff States, including in Nevada.
Google’s unlawful conduct has occurred in the course of trade or commerce, within the meaningof Nev. Rev. Stat. §598A.020.
383.

Accordingly, the State of Nevada seeks all available relief under the Nevada Unfair

Trade Practices Act and common law, including but not limited to: disgorgement, injunctions, civil
penalties, direct and indirect damages, treble damages, and its costs and attorney’s fees pursuant
to Nev. Rev. Stat. §598A.070, Nev. Rev. Stat. §598A.160, Nev. Rev. Stat. §598A.170, Nev. Rev.
Stat. §598A.200, and Nev. Rev. Stat. §598A.250.
384.

Plaintiff State of North Dakota repeats and realleges every preceding allegation as if

fully set forth herein.
385.

The aforementioned practices by Google were and are in violation of North Dakota

Century Code (N.D.C.C.) § 51-08.1-01 et seq., Uniform State Antitrust Act, including §§ 51-08.102 and 51-08.1-03.
386.

Plaintiff State of South Carolina repeats and realleges each and every preceding

allegation as if fully set forth herein.

125

387.

The Attorney General of South Carolina is bringing this action in the name of the State

pursuant to S.C. Code § 39-5-50(a).
388.

At all times described herein, Google was engaged in conduct which constitutes “trade”

and “commerce” as defined in S.C. Code § 39-5-10(b).
389.

Google’s acts or practices regarding South Carolina consumers as alleged herein arecapable of repetition and affect the public interest.
390.

Google’s acts or practices alleged herein constitute “unfair methods of competition”

under S.C. Code § 39-5-20. Every unfair act or practice by Google constitutes a separate anddistinct violation of S.C. Code § 39-5-20.
391.

Google’s acts or practices alleged herein are offensive to established public policy,

immoral, unethical, or oppressive.
392.

At all times Google knew or should have known that its conduct violated S.C. Code §39-5-20 and therefore is willful for purposes of S.C. Code § 39-5-110, justifying civil penalties.
393.

Plaintiff State of South Carolina seeks all remedies available under the South Carolina

Unfair Trade Practices Act (SCUTPA) including, without limitation, the following:a) Injunctive and other equitable relief pursuant to S.C. Code § 39-5-50(a);b) Civil penalties in the amount of $5,000, pursuant to S.C. Code § 39-5-110(a), for every
willful violation of SCUTPA;c) Costs and attorneys’ fees pursuant to S.C. Code § 39-5-50(a) and S.C. Code § 1-7-85; andd) Other remedies as the court may deem appropriate under the facts and circumstances of the
case.
394.

Plaintiff Commonwealth of Puerto Rico repeats and realleges every preceding

allegation as if fully set forth herein.

126

395.

The aforementioned practices by Google were in violation of Puerto Rico Law No. 77

of June 25, 1964, also known as “Puerto Rico’s Antitrust and Restrictions of Commerce Law,” 10
P.R. Laws Ann. §§ 257 et seq., and 32 P.R. Laws Ann. § 3341.
396.

Accordingly, the Commonwealth of Puerto Rico is entitled remedies available under

Puerto Rico’s Antitrust and Restrictions of Commerce Law and 32 P.R. Laws Ann. § 3341,
including injunctive relief, civil penalties, and any other appropriate relief.
397.

Plaintiff State of South Dakota repeats and realleges every preceding allegation as if

fully set forth herein.
398.

The aforementioned practices by Google constitute separate and multiple violations ofSouth Dakota statutes §§ SDCL 37-1-3.1 and 37-1-3.2.
399.

For each and every violation alleged herein, Plaintiff State of South Dakota is entitledto all legal and equitable relief, and all costs and fees, available under SDCL §§ 37-1-3.1 et seq.
Such relief includes injunctive relief and civil penalties for the State, as authorized by SDCL § 371-14.2, and monetary relief, as parens patriae on behalf of persons of the State, for injuries
sustained, directly or indirectly, because of Google’s violations of South Dakota law, as authorized
by SDCL §§ 37-1-23, 37-1-24, and 37-1-32.
400.

Plaintiff State of Utah repeats and realleges each and every preceding allegation as if

fully set forth herein.
401.

Google’s acts violate the Utah Antitrust Act, Utah Code § 76-10-3101, et seq. (the“Act”) and Plaintiff State of Utah is entitled to all relief available under the Act for those violations,
including, but not limited to, injunctive relief, civil penalties, disgorgement, attorneys’ fees, andcosts.
F.

COUNT VI – SUPPLEMENTAL STATE LAW DECEPTIVE TRADE PRACTICES CLAIMS
402.

Plaintiff State of Texas repeats and realleges every preceding allegation.
127

403.

At all times described herein, Google has engaged in conduct which constitutes “trade”

and “commerce” defined in § 17.45(6) of the DTPA.
404.

Plaintiff State of Texas has reason to believe that Google has engaged in, and willcontinue to engage in, the unlawful practices set forth herein, has caused and will cause adverse
effects to legitimate business enterprises which lawfully conduct trade and commerce in this State,
and will cause damage to the State of Texas and to persons in the State of Texas. Therefore, theConsumer Protection Division of the Office of the Attorney General of the State of Texas believes
and is of the opinion that this matter is in the public interest.
405.

As alleged in more detail above, Google has engaged in false, deceptive, or misleading

acts or practices in connection with each of its roles within the ad tech stack. In each such role,
Google at least implicitly misrepresents that it is operating in the best interest of its customer, fails
to disclose its conflicts of interest, and misrepresents the many ways that Google operates to
disadvantage its customers.
406.

For example, in its role as an ad server, Google led publishers to believe that it was

acting in the publisher’s best interest and would help them maximize revenue, when Google does
not seek to maximize the publisher’s revenue, but its own.
407.

Similarly, in its roles as an ad exchange and ad network, Google misleads bothpublishers and advertisers regarding the actual price of advertisements. Google is deliberately
opaque and nontransparent in its pricing terms, fails to disclose the fee it collects, and generally
causes confusion regarding the mechanics, terms, and pricing of its ad exchange and ad network.
408.

Google has also engaged in false, deceptive, or misleading acts or practices in its efforts

to discourage publishers, ad exchanges, and advertisers from participating in header bidding andto manipulate them into participating in Google’s products. Such acts included misrepresenting to128

publishers that including rival exchanges in header bidding would negatively affect the publisher(e.g., by putting a strain on the publisher’s servers), falsely telling publishers that the DRS program
would increase their revenue, manipulating advertisers’ bids and publishers’ floors without
advertisers’ knowledge or consent, misrepresenting to publishers that Open Bidding would benefit
them through exchange competition, falsely telling publishers that adopting AMP would enhanceload times, falsely claiming that header bidding increased latency, falsely representing thatabolishing price floors in Unified Pricing benefited publishers, misrepresenting that it does notmanipulate search traffic results to favor publishers where Google makes more ad money,
misrepresenting that all bidders in Google’s exchanges compete on an equal footing, andmisrepresenting that Google had removed its Last Look advantage and would not trade ahead of
their bids.
409.

Google also misrepresents to participants in the ad tech stack and its users alike that

Google encrypts user IDs in order to protect users’ privacy, when in fact, Google continues toinfringe on users’ privacy by continuing to access such information in its own ad tech stackproducts.
410.

As alleged in more detail above, Google has engaged in false, deceptive, or misleading

acts or practices by misrepresenting that it will never sell users’ personal information to anyone
and by misrepresenting, causing confusion and misunderstanding, and failing to disclose how
Google uses the information and data of its consumers.
411.

Google has also engaged in false, deceptive, or misleading acts or practices by falsely

promising users that their WhatsApp messages remained private, by publicly misrepresenting that
Google did not have decryption keys, and by failing to disclose to users that backing up to Google
Drive would give Google access to users’ private WhatsApp communications.

129

412.

Through its false, deceptive, or misleading acts, Google has violated § 17.46(a) of theDTPA, including by engaging in conduct specifically defined to be false, deceptive, or misleadingby § 17.46(b) such as:a) Representing that services have sponsorship, approval, characteristics, ingredients, uses,
benefits, or quantities which they do not have or that a person has a sponsorship, approval,
status, affiliation, or connection which he does not have, in violation of DTPA
§ 17.46(b)(5);b) Representing that services are of a particular standard, quality, or grade, if they are ofanother, in violation of DTPA § 17.46(b)(7);c) Advertising goods or services with the intent not to sell them as advertised, in violation of
DTPA § 17.46(b)(9);d) Representing that an agreement confers or involves rights, remedies, or obligations which
it does not have or involve, or which are prohibited by law, in violation of DTPA
§ 17.46(b)(12); ande) Failing to disclose information concerning goods or services which was known at the timeof the transaction with the intent to induce the consumer into a transaction into which theconsumer would not have entered had the information been disclosed in violation of§ 17.46(b)(24).
413.

By means of the foregoing unlawful acts and practices, Google has acquired money orother property from persons to whom such money or property should be restored.
414.

Plaintiff the State of Alaska repeats and realleges each and every preceding allegation

as if fully set forth herein, specifically including all allegations in Count VI of this Complaint. The

130

aforementioned acts or practices by Google violate the Alaska Unfair Trade Practices andConsumer Protection Act (“AUTPCPA”), AS 45.50.471 et seq.
415.

Google engaged in and is engaging in unlawful conduct in the course of trade orcommerce, within the meaning of AS 45.50.471, that has harmed and is harming the State of
Alaska, its citizens, residents, businesses, and consumers.
416.

Specifically, Google violated AS 45.50.471(b)(11) and (b)(12) by misleading,deceiving, and damaging Alaskans. Among other things, Google omitted material facts, namely
their anti-competitive conduct, knowing this would harm Alaskans. Plaintiff State of Alaska isentitled to relief for these violations under AS 45.50.501, .537, and .551, including injunctive
relief, civil penalties of between $1,000 and $25,000 for each violation, and costs and attorney’s
fees.
417.

Further, the State of Alaska seeks restitution to Alaska and/or disgorgement pursuant

to its statutory and common law.
418.

The State of Alaska seeks relief on behalf of itself and as parens patriae on behalf of its

persons.
419.

Plaintiff State Arkansas repeats and realleges each and every preceding allegation as if

fully set forth herein.
420.

Google’s actions violate the Arkansas Deceptive Trade Practices Act, Ark. Code Ann.

§ 4-88-101 et seq., and Arkansas is entitled to and seeks relief under the Arkansas Deceptive Trade
Practices Act, Ark. Code Ann. § 4-88-113.
421.

Plaintiff the State of Florida repeats and realleges each and every preceding allegation

as if fully set forth herein. The aforementioned acts or practices by Google constitute unfair

131methods of competition in violation of the Florida Deceptive and Unfair Trade Practices Act, Fla.
Stat. § 501.204 et seq.
422.

In addition, Google’s actions offend established public policy and are immoral,

unethical, oppressive, unscrupulous, or substantially injurious to consumers in the State of Florida
in violation of Fla. Stat. § 501.204 et seq.
423.

The State of Florida seeks all remedies available under The Florida Deceptive andUnfair Trade Practices Act, including, without limitation, the following:a) Damages pursuant to Fla. Stat. § 501.207;b) Disgorgement and restitution pursuant to Fla. Stat. § 501.204 et seq.;c) Injunctive and other equitable relief pursuant to Fla. Stat. § 501.207;d) Civil penalties pursuant to Fla. Stat. § 501.2075, which provides that anyone who engages
in a willful violation “is liable for a civil penalty of not more than $10,000 for each such
violation.”e) Costs and attorneys’ fees pursuant to Fla. Stat. § 501.2105.
424.

Plaintiff State of Idaho repeats and realleges every preceding allegation, including theallegations above in Count VI of this Complaint.
425.

The above-mentioned acts and practices by Google violate the Idaho Consumer

Protection Act (ICPA), Idaho Code title 48, chapter 6, and the Idaho Rules of Consumer Protection,
IDAPA 04.02.01.000 et seq., which prohibit unfair and deceptive acts and practices in the conductof trade or commerce and which provide efficient and economical procedures to secure the public’s
protection from unlawful business practices.
426.

At all times described herein, Google has engaged in conduct that constitutes “trade”

and “commerce” under Idaho Code § 48-602(2) and IDAPA 04.02.01.020.

132

427.

The Attorney General of the State of Idaho is authorized to bring an action in the nameof the State against any person who is using, has used, or is about to use any method, act, or practicedeclared unlawful by the ICPA. Idaho Code § 48-606. The Attorney General of Idaho has reason
to believe that Google has used and is using the acts and practices set forth in this Complaint,
which violate the ICPA; that Google has caused and will cause adverse effects for the businessenterprises of the State of Idaho that lawfully conduct trade and commerce; and that Google has
caused and will cause damage to the State of Idaho and to the persons of the State of Idaho. The
Attorney General of Idaho therefore believes that this action is in the public interest.
428.

Through its unfair or deceptive acts and practices, Google has violated the ICPA,

including by engaging in conduct specifically defined to be unfair or deceptive by Idaho Code§ 48-603. For example, Google knows, or in the exercise of due care should know, that it was andis:a) Representing that goods or services have sponsorship, approval, characteristics,
ingredients, uses, benefits, or quantities that they do not have or that a person has asponsorship, approval, status, affiliation, connection, qualifications, or license that he does
not have, in violation of Idaho Code § 48-603(5);b) Representing that goods or services are of a particular standard, quality, or grade, if they
are of another, in violation of Idaho Code § 48-603(7);c) Advertising goods or services with the intent not to sell them as advertised, in violation of
Idaho Code § 48-603(9); andd) Engaging in any act or practice that is otherwise misleading, false, or deceptive toconsumers, such as making any claim or representation, or omitting any material or
relevant fact, concerning goods or services that directly, or by implication, has the capacity,133tendency, or effect of deceiving or misleading a consumer acting reasonably under thecircumstances, in violation of Idaho Code § 48-603(17) and IDAPA 04.02.01.030.
429.

Google’s unfair or deceptive acts and practices, as alleged above, constitute separate

and multiple violations of Idaho Code §§ 48-603(5), 48-603(7), 48-603(9), and 48-603(17), and
IDAPA 04.02.01.030. Google’s separate and multiple violations of these provisions subject
Google to the remedies outlined in Idaho Code §§ 48-606 and 48-607.
430.

The Attorney General finds that the purpose of the ICPA would be substantially andmaterially impaired by delay in bringing, at this time, these claims under the ICPA. Accordingly,
he has determined to file these claims, pursuant to Idaho Code § 48-606(3), without first providing
Google notice of these proceedings or allowing Google an opportunity to appear before theAttorney General and to execute an assurance of voluntary compliance or a consent judgment
under the ICPA.
431.

Plaintiff State of Indiana repeats and re-alleges each and every preceding allegation as

if fully set forth herein. Acts alleged in Count VI of this Complaint also constitute violations of
the Indiana Deceptive Consumer Sales Act, Ind. Code § 24-5-0.5-1 et seq., including knowing
violations and incurable deceptive acts. Plaintiff State of Indiana seeks all remedies available underthe Indiana Deceptive Consumer Sales Act.
432.

Plaintiff State of Louisiana repeats and re-alleges each and every preceding allegation

as if fully set forth herein.
433.

The Attorney General of the State of Louisiana is authorized to bring this action on

behalf of the people of the State of Louisiana for injunctive relief, restitution, and civil penalties
pursuant to the Louisiana Unfair Trade Practices and Consumer Protection Law (LUTPA), La.
Rev. Stat. Ann. § 51:1401, et seq.

134

434.

LUTPA expressly gives the Attorney General the right to bring an action for injunctive

relief (La. Rev. Stat. Ann. 51:1407A) and request civil penalties (La. Rev. Stat. Ann. 51:1407(B))
and restitution (La. Rev. Stat. Ann. 51:1408(5)).
435.

LUTPA makes unlawful “unfair and deceptive acts or practices in the conduct of any

trade or commerce.” La. Rev. Stat. Ann. § 51:1405(A).
436.

Google engages in “trade” or “commerce” within the meaning of La. Rev. Stat. Ann. §51:1402(9). Google’s unfair and deceptive acts or practices in the conduct of its trade or commerce
are offensive to established public policy.
437.

Each and every act in the conduct of trade or commerce by Google that is deemed to

be unfair or deceptive constitutes a separate violation of the act.
438.

Google’s continuing and systematic business practices alleged herein constitute a

pattern of unfair and deceptive trade practices in violation of in violation of Louisiana Unfair Trade
Practices and Consumer Protection Law (LUTPA), La. Rev. Stat. Ann. § 51:1405.
439.

Pursuant to La. Rev. Stat. Ann. § 51:1409, the State of Louisiana seeks to recoverdamages in an amount to be determined at trial; treble damages for knowing violations ofLouisiana Unfair Trade Practices and Consumer Protection Law, La. Rev. Stat. Ann. § 51:1401,
et seq; an order enjoining Google’s unfair, unlawful, and/or deceptive practices pursuant to La.
Rev. Stat. Ann. § 51:1407(A); civil penalties pursuant to La. Rev. Stat. Ann. § 51:1407 and La.
Rev. Stat. Ann. § 51;1722; declaratory relief; attorney’s fees; and any other just and proper relief
available under La. Rev. Stat. Ann. § 51:1409.
440.

Plaintiff the Commonwealth of Kentucky hereby reincorporates by reference all otherparagraphs of this Complaint.

135

441.

Plaintiff the Commonwealth of Kentucky repeats and realleges each and every

preceding allegation as if fully set forth herein, specifically including all allegations in Count VIof this Complaint.
442.

The aforementioned acts or practices by Google, in addition to the following acts,

constitute violations of Ky. Rev. Stat. § 367.170.
443.

Google engaged in and is engaging in unlawful conduct in the course of trade orcommerce, within the meaning of Ky. Rev. Stat. § 367.170, that has harmed and is harming theCommonwealth and its persons.
444.

The above-described conduct has been and is willful within the meaning of Ky. Rev.

Stat. § 367.990.
445.

The Commonwealth states that the public interest is served by seeking a permanent

injunction to restrain the acts and practices described herein. The Commonwealth and its persons
will continue to be harmed unless the acts and practices complained of herein are permanently
enjoined pursuant to Ky. Rev. Stat. § 367.190.
446.

The Commonwealth of Kentucky seeks the following remedies under Kentucky law

for violations of Ky. Rev. Stat. § 367.170:a) Damages for its persons under parens patriae authority, pursuant to Ky. Rev. Stat. §15.020, Ky. Rev. Stat. § 367.110 through Ky. Rev. Stat. § 367.990, and common law;b) Disgorgement and restitution pursuant to Ky. Rev. Stat. § 15.020, Ky. Rev. Stat. § 367.110
through Ky. Rev. Stat. § 367.990, and common law;c) Injunctive and other equitable relief pursuant to Ky. Rev. Stat. § 15.020, Ky. Rev. Stat. §367.190, and common law;d) Civil penalties pursuant to Ky. Rev. Stat. § 367.990(2);136e) Costs and attorneys’ fees pursuant to Ky. Rev. Stat. § 367.110 through Ky. Rev. Stat. §367.990, Ky. Rev. Stat. § 48.005(4), and common law; andf) Other remedies as the court may deem appropriate under the facts and circumstances of the
case.
447.

Plaintiff State of Mississippi repeats and realleges each and every preceding allegation

as if fully set forth herein.
448.

The aforesaid conduct was not only anti-competitive but was also unfair and deceptive

to the consumers of the State of Mississippi, therefore Google’s acts violate the Mississippi
Consumer Protection Act, Miss. Code Ann. § 75-24-1, et seq., and Plaintiff State of Mississippi is
entitled to relief under the Mississippi Consumer Protection Act, Miss. Code Ann. § 75-24-1, et
seq.
449.

Pursuant to the Mississippi Consumer Protection Act, Miss. Code Ann. § 75-24-1, etseq., Plaintiff State of Mississippi seeks and is entitled to relief, including but not limited to
injunctive relief, damages, restitution, disgorgement, civil penalties, costs, attorney fees, and anyother just and equitable relief which this Court deems appropriate.
450.

Plaintiff State of Missouri repeats and realleges every preceding allegation as if fully

set forth herein.
451.

The aforementioned practices by Google were and are unfair and deceptive practices

in violation of Missouri’s Merchandising Practices Act, Mo. Rev. Stat. §§ 407.010 et seq., asfurther interpreted by 15 CSR 60-8.010 et seq. and 15 CSR 60-9.01 et seq.
452.

Plaintiff State of Montana repeats and realleges each and every preceding allegation as

if fully set forth herein, specifically including all allegations in Count VI of this Complaint. The
forgoing acts and practices by Google were and are in willful violation of Montana’s Unfair Trade137

Practices and Consumer Protection Act, Mont. Code Ann. § 30 14-101 et seq., including § 30-14103, 142(2).
453.

Google has engaged in and is engaging in trade and commerce within the meaning ofMont. Code Ann. § 30-14-102(8) and unfair methods of competition and unfair or deceptive actsor practices within the meaning of Mont. Code Ann. § 30-14-103 and Rohrer v. Knudson, 203 P.3d
759 (Mont. 2009).
454.

Google’s unlawful conduct was willful, and Plaintiff State of Montana is entitled to alllegal and equitable relief pursuant to, without limitation, Mont. Code Ann. §§ 30-14-111(4); 3014-131; and, 30-14-142(2).
455.

Plaintiff the State of Nevada repeats and realleges each and every preceding allegation

as if fully set forth herein.
456.

As alleged in Section VII of this Complaint, and further described in Texas’s

allegations in Count VI of this Complaint, Google’s conduct was and is directed at consumers
nationwide, including in Nevada, and was overtly deceptive, not merely anticompetitive.
457.

As repeatedly alleged herein, Google has engaged in false, deceptive, or misleading

acts, practices and/or omissions in connection with each of its roles within the ad tech stack. In
all such cases, the alleged acts, practices and omissions were, and are, in violation of the Nevada
Deceptive Trade Practices Act, Nev. Rev. Stat. §598.0903, et seq., and specifically the following:a) NRS 598.0915(5), a person engages in a deceptive trade practice by representing that
services have characteristics, ingredients, uses, benefits, alterations or quantities which
they do not have, or that a person has a sponsorship, approval, status, affiliation, orconnection which he does not have;138b) NRS 598.0915(7), a person engages in a deceptive trade practice by representing that
services are of a particular standard, quality, or grade, if they are of another standard,quality or grade;c) NRS 598.0915(9), a person engages in a deceptive trade practice by advertising goods orservices with the intent not to sell them as advertised;d) NRS 598.092(8), a person engages in a deceptive trade practice by misrepresenting thelegal rights, obligations or remedies of a party to a transaction; ande) NRS 598.0923(2), a person engages in a deceptive trade practice by failing to disclose amaterial fact in connection with the sale of goods or services.
458.

At all times, the above-described conduct has been and is willful within the meaningof Nev. Rev. Stat. §598.0999.
459.

Accordingly, the State of Nevada seeks all available relief under the Nevada Deceptive

Trade Practices Act and common law, including but not limited to: disgorgement, injunctions,
restitution, civil penalties, damages, and its costs and attorney’s fees pursuant to Nev. Rev. Stat.
§§ 598.0963, 598.0973, and 598.0999.
460.

Plaintiff State of North Dakota repeats and realleges every preceding allegation as if

fully set forth herein.
461.

The aforementioned practices by Google were and are in violation of N.D.C.C. § 51-

15-01 et seq., Unlawful Sales or Advertising Practices, including § 51-15-02.
462.

The Attorney General of North Dakota is authorized to bring an action in the name of

the State against any person who has engaged in, or is engaging in, any practice declared to be
unlawful by N.D.C.C. § 51-15-01 et seq. The Attorney General has reason to believe that Google
has engaged in and continues to engage in such practices, constituting separate and multiple

139

violations of North Dakota law; that Google has caused and will cause adverse effects for thebusiness enterprises of the State; and that Google has caused and will cause damage to the Stateand to the persons of the State.
463.

Google’s separate and multiple violations of N.D.C.C. § 51-15-01 et seq. subject

Google to the remedies outlined in N.D.C.C. §§ 51-15-07, 51-15-10, and 51-15-11.
464.

Plaintiff State of South Carolina repeats and realleges each and every preceding

allegation as if fully set forth herein.
465.

The Attorney General of South Carolina is bringing this action in the name of the State

pursuant to S.C. Code § 39-5-50(a).
466.

At all times described herein, Google was engaged in conduct which constitutes “trade”

and “commerce” as defined in S.C. Code § 39-5-10(b).
467.

Google’s acts or practices regarding South Carolina consumers as alleged herein arecapable of repetition and affect the public interest.
468.

Google’s acts or practices alleged herein constitute “unfair or deceptive acts orpractices” under S.C. Code § 39-5-20. Every unfair or deceptive act or practice by Google
constitutes a separate and distinct violation of S.C. Code § 39-5-20.
469.

Google’s acts or practices alleged herein are offensive to established public policy,

immoral, unethical, or oppressive.
470.

At all times Google knew or should have known that its conduct violated S.C. Code §39-5-20 and therefore is willful for purposes of S.C. Code § 39-5-110, justifying civil penalties.
471.

Plaintiff State of South Carolina seeks all remedies available under the South Carolina

Unfair Trade Practices Act (SCUTPA) including, without limitation, the following:a) Injunctive and other equitable relief pursuant to S.C. Code § 39-5-50(a);140b) Civil penalties in the amount of $5,000, pursuant to S.C. Code § 39-5-110(a), for every
willful violation of SCUTPA;c) Costs and attorneys’ fees pursuant to S.C. Code § 39-5-50(a) and S.C. Code § 1-7-85; andd) Other remedies as the court may deem appropriate under the facts and circumstances of the
case.
472.

Plaintiff Commonwealth of Puerto Rico repeats and realleges each and every preceding

allegation as if fully set forth herein.
473.

The aforesaid conduct was not only anti-competitive but was also unfair and deceptive

to the consumers of the Commonwealth of Puerto Rico, therefore Google’s acts violate 10
L.P.R.A. § 259.
474.

Plaintiff State of South Dakota repeats and realleges every preceding allegation as if

fully set forth herein.
475.

The aforementioned practices by Google were and are in violation of South Dakota

statute SDCL § 37-24-6(1).
476.

The Attorney General of the State of South Dakota is authorized to bring an action in

the name of the State against any person who is using, has used, or is about to use any act orpractice declared unlawful by SDCL § 37-24-6. The Attorney General has reason to believe that
Google has used and is using the acts and practices set forth in this Complaint, which violate SDCL
§ 37-24-6; that Google has caused and will cause adverse effects for the business enterprises of
the State; and that Google has caused and will cause damage to the State and to the persons of theState. The Attorney General therefore finds that this action is in the public interest.
477.

Plaintiff State of Utah, by and through its attorney general who is acting as counsel to

the Utah Division of Consumer Protection to enforce the Utah Consumer Sales Practices Act, Utah141

Code § § 13-11-1 et seq., repeats and realleges every preceding allegation as if fully set forth
herein.
478.

The aforesaid conduct was not only anticompetitive, but also constituted

unconscionable and deceptive practices to the consumers of the State of Utah, therefore Google’s
conduct violated the Utah Consumer Sales Practices Act. Utah Code §§ 13-11-1, 4, et seq., andPlaintiff the State of Utah, Division of Consumer Protection, is entitled to relief under the Utah
Consumer Sales Practices Act, Utah Code §§ 13-11-1, et seq.
479.

At all times described herein, Google was a “supplier” engaged in “consumertransactions” pursuant to Utah Code §§ 13-11-3(2), (6).
480.

Pursuant to the Utah Consumer Sales Practices Act, Utah Code §§ 13-11-1, et seq.,

Plaintiff the State of Utah, Division of Consumer Protection, is entitled to relief including, but notlimited to, injunctive relief, damages, fines determined after considering the factors in Utah Code§ 13-11-17(6), costs, attorneys’ fees, and any other just and equitable relief which this Court deems
appropriate. Utah Code §§ 13-11-17, 17.2.
X.

PRAYER FOR RELIEF

481.

Accordingly, the Plaintiff States request that the Court:a)Adjudge and decree that Google has committed violations of Section 2 of the Sherman Act,
15 U.S.C. § 2;b)

Adjudge and decree that Google has committed violations of Section 1 of the Sherman Act,
15 U.S.C. § 1;c)

Order injunctive relief to restore competitive conditions in the relevant markets affected by
Google’s unlawful conduct;d)Order structural relief to restore competitive conditions in the relevant markets affected by
Google’s unlawful conduct;e)

Enjoin and restrain, pursuant to federal and state law, Google and their officers, directors,
partners, agents, and employees, and all persons acting or claiming to act on their behalf or142

in concert with them, from continuing to engage in any anticompetitive conduct and fromadopting in the future any practice, plan, program or device having a similar purpose oreffect to the anticompetitive actions set forth above;f)

Order Google to disgorge all sums, monies, and value unlawfully taken from consumers
by means of deceptive trade practices, together with all proceeds, interest, income, profits,
and accessions thereto; making such disgorgement for the benefit of victimized consumers
and Plaintiffs;g)Order Google to disgorge and return all data and information unlawfully taken fromconsumers by means of deceptive trade practices; making such disgorgement and returnfor the benefit of victimized consumers and Plaintiffs;h)Adjudge and decree that Google has committed separate and multiple violations of each of
the state laws enumerated in Counts V and VI;

i)Order Google to pay civil fines pursuant to § 15.20(a) of the Texas Business andCommerce Code;j)

Enjoin and restrain, pursuant to the DTPA and/or other State law, Google and its officers,
directors, partners, agents, and employees, and all persons acting or claiming to act on its
behalf or in concert with it, from continuing to engage in any false, deceptive, or misleading
acts or practices and from adopting in the future any acts or practice having a similar
purpose or effect to the false, deceptive, or misleading actions set forth above;k)Order Google to pay civil penalties of up to $10,000.00 per violation for each and every
violation of the DTPA as authorized by Tex. Bus. & Com. Code § 17.47(c)(1);l)

Order Google to pay all costs of Court, costs of investigation, and reasonable attorneys’
fees pursuant to Section 17.47 of the DTPA and Tex. Govt. Code Ann. § 402.006(c);m)

Order Google to pay damages to the State of Alaska under its parens patriae authority andcommon law;n)Order Google to pay disgorgement and restitution pursuant to Alaska statutes and common
law;

o)

Order injunctive and other equitable relief pursuant to ARTA and AUTPCPA, including apermanent injunction prohibiting Google from engaging in anticompetitive conduct
described in this Complaint and unfair, false, misleading, or deceptive, conduct describedin this Complaint violating AS 45.50.471;

p)

Order Google to pay civil penalties pursuant to AS 45.50.551 and AS 45.50.578;

143

q)

Order Google to pay costs and attorneys’ fees as permitted by Alaska statutes, court rules,
and common law.

r)

Order injunctive and other equitable relief as the Court deems appropriate pursuant to Ark.
Code Ann. §§ 4-75-212 and 4-75-315;s)

Order Google to pay civil penalties to the State of Arkansas of up to $1,000 per violationof Ark. Code Ann. § 4-75-212;t)

Order Google to pay civil penalties to the State of Arkansas of up to $1,000 per violationof Ark. Code Ann. § 4-75-315;u)Order Google to pay civil penalties to the State of Arkansas of up to $10,000 per violationfor each and every violation of Ark. Code Ann. § 4-88-113;

v)

Order Google to pay to the Attorney General of Arkansas all of the State’s expenses, costs,
and attorneys’ fees, pursuant to Ark. Code Ann. §§ 4-75-212, 4-75-315, and 4-88-113;w)

Order injunctive and other equitable relief pursuant to Fla. Stat. § 542.23;

x)

Order payment of civil penalties pursuant to Fla. Stat. § 542.21;y)Order payment of costs and attorneys’ fees pursuant to Fla. Stat. § 542.23;z)

Order payment of damages for consumers under parens patriae authority, pursuant to Fla.
Stat. § 501.207;

aa)

Order disgorgement and restitution payments pursuant to The Florida Deceptive and Unfair
Trade Practices Act, Fla. Stat. § 501.204 et seq.;bb)

Order injunctive and other equitable relief pursuant to Fla. Stat. § 501.207;

cc)

Order payment of civil penalties pursuant to Fla. Stat. § 501.2075;dd)

Order payment of costs and attorneys’ fees pursuant to Fla. Stat. § 501.210;

ee)Order Google to pay civil penalties to the Attorney General of Idaho of up to $50,000 per
violation for each and every violation of the Idaho Competition Act, as authorized by Idaho
Code § 48-108(1)(d);ff)

Order Google to pay all monetary relief authorized by Idaho Code § 48-108(2) to the Stateof Idaho as parens patriae on behalf of persons of the State of Idaho for any and all injury
directly or indirectly sustained because of each and every violation by Google of the Idaho
Competition Act;

144

gg)

Order Google to pay to the Attorney General of Idaho all of the State’s expenses, costs,
and attorneys’ fees, as authorized by Idaho Code §§ 48-108(1)(d) § 48-108(2)(a);hh)

Grant such further relief to the Attorney General and the State of Idaho as provided for by
law or equity, including by Idaho Code § 48-112(4), or as the Court deems appropriate and
just;

ii)

Order Google to pay civil penalties to the Attorney General of Idaho of up to $5,000 per
violation for each and every violation of the ICPA and the Idaho Rules of Consumer
Protection, as authorized by § 48-606(1)(e);jj)

Order Google to pay to the Attorney General on behalf of consumers actual damages or
restitution of money, property, or other things received from such consumers by Google inconnection with each and every violation of the Idaho Consumer Protection Act and the
Idaho Rules of Consumer Protection, as authorized by Idaho Code § 48-606(1)(c);kk)

Order Google to pay to the Attorney General of Idaho all of the State’s expenses, costs,
and attorneys’ fees, as authorized by Idaho Code §§ 48-606(1)(f);ll)

Grant such further relief to the Attorney General and the State of Idaho as provided for by
law or equity, including by Idaho Code § 48-607, or as the Court deems appropriate andjust;mm) Order injunctive and other equitable relief pursuant to Ind. Code § 24-5-0.5-4(c)(1);nn)

Order Google to pay restitution pursuant to Ind. Code § 24-5-0.5-4(c)(2) for money
unlawfully received through violations of the Indiana Deceptive Consumer Sales Act;oo)

Order Google to pay costs pursuant to Ind. Code § 24-5-0.5-4(c)(4);pp)

Order Google to pay civil penalties pursuant to Ind. Code § 24-5-0.5-4(g) for knowing
violations of the Indiana Deceptive Consumer Sales Act;

qq)

Order Google to pay civil penalties pursuant to Ind. Code § 24-5-0.5-8 for incurable
deceptive acts done as part of a scheme, artifice, or device with intent to defraud or mislead;rr)

Order injunctive relief to restrain, enjoin and prohibit Google from engaging in any activity
in violation of the Louisiana Monopolies statutes, La. Rev. Stat. Ann. § 51:121, et seq.,
including, but not limited to, the unfair methods of competition and unfair or deceptive actsor practices alleged herein;ss)

Order injunctive relief and other equitable relief, pursuant to La. Rev. Stat. Ann. § 51:1401
restraining, enjoining and prohibiting the Google from engaging in any acts that violate
LUTPA, including, but not limited to, the unfair methods of competition and unfair or
deceptive acts or practices alleged herein;
145

tt)

Order that Google pay restitution to all consumers who have incurred a loss due to the
conduct of the Google through any manner deemed practicable by the Court;uu)

Order Google to pay all civil penalties allowed pursuant to La. Rev. Stat. Ann. § 51:1407
and La. Rev. Stat. Ann. § 51:1722, for each and every willful violation of LUTPA;

vv)

Order Google to pay attorneys’ fees and costs pursuant to La. Rev. Stat. Ann. § 51:1409
for violations of LUTPA;ww) Order Google to pay damages to the Attorney General of Kentucky under his parens
patriae authority, pursuant to Ky. Rev. Stat. § 15.020, Ky. Rev. Stat. § 367.110 through §367.990, and common law;xx)

Order Google to pay disgorgement and restitution pursuant to Ky. Rev. Stat. § 15.020, Ky.
Rev. Stat. § 367.110 through Ky. Rev. Stat. § 367.990, and common law;yy)

Order for injunctive and other equitable relief pursuant to Ky. Rev. Stat. § 15.020, Ky. Rev.
Stat. § 367.110 through Ky. Rev. Stat. § 367.990 and common law, including a permanent
injunction prohibiting Google from engaging in anticompetitive conduct described in thisComplaint violating Ky. Rev. Stat. § 367.175, and unfair, false, misleading, or deceptive
conduct described in this Complaint violating Ky. Rev. Stat. § 367.170;

zz)

Order Google to pay civil penalties pursuant to Ky. Rev. Stat. § 367.990(2);aaa) Order Google to pay civil penalties pursuant to Ky. Rev. Stat. § 367.990(8);bbb) Order Google to pay costs and attorneys’ fees pursuant to Ky. Rev. Stat. § 367.110 throughKy. Rev. Stat. § 367.990, Ky. Rev. Stat. § 48.005(4), and common law;ccc) Enjoin and restrain, pursuant to Miss. Code Ann. §§ 75-21-1; 75-21-3; 75-24-9; 75-24-11
and/or other State law, Google and its officers, directors, partners, agents, and employees,
and all persons acting or claiming to act on its behalf or in concert with it, to correct, preventand deter the recurrence of the anticompetitive actions set forth above, to restore andpreserve fair competition, and to prevent false, deceptive, or misleading acts or practices;ddd) Order Google to pay the Attorney General of Mississippi on behalf of consumers restitution
pursuant to Miss. Code Ann. § 75-24-11 and the Attorney General’s parens patriae
authority;eee) Order Google to pay the Attorney General of Mississippi disgorgement pursuant to Miss.
Code Ann. §§ 75-24-11 and 75-24-23 and as an equitable remedy pursuant to common law;fff)

Order Google to pay the Attorney General of Mississippi civil penalties of up to ten
thousand dollars ($10,000) per violation for each and every violation of the MCPA
pursuant to Miss. Code Ann. § 75-24-19(b);146ggg) Order Google to pay the Attorney General of Mississippi’s costs and attorneys’ fees
pursuant to Miss. Code Ann. § 75-24-19(1)(b) and pursuant to common law;hhh) Other remedies as the court may deem appropriate under the facts and circumstances of thecase and pursuant to Miss. Code Ann. §§ 75-24-23 and 11-45-11;
iii)

Order structural and other injunctive relief to enjoin, restrain, and prevent and deter therecurrence of the anticompetitive actions set forth above and to restore and preserve faircompetition per Mo. Rev. Stat. §§ 416.011 et seq.;

jjj)

Order Google to pay civil penalties in an amount of up to $1,000 for each act in connection
with each sale or advertisement of merchandise in violation of Mo. Rev. Stat. §§ 407.010
et seq.;kkk) Order structural and other injunctive relief to enjoin, restrain and prevent, and deter therecurrence of the unlawful merchandising practices set forth above, including an order todisgorge all revenues, profits and gains achieved in whole or in part through violations of
Mo. Rev. Stat. §§ 407.010 et seq.;
lll)

Order an award of restitution, payable to the State of Missouri, to restore all persons in
Missouri suffering loss as a result of Google’s unlawful merchandising practices inviolation of Mo. Rev. Stat. §§ 407.010 et seq., and order additional award equal to 10% ofsuch restitution, payable to the State of Missouri to the credit of the Missouri
Merchandising Practices Revolving Fund, as provided in Mo. Rev. Stat. § 407.140, and to
pay all costs, including fees, of investigation and prosecution of these claims pursuant to
Mo. Rev. Stat. § 407.130 and § 416.121;mmm) Order Google to pay civil fines of up to $10,000 for each willful violation of Mont.
Code Ann. § 30-14-103, pursuant to Mont. Code Ann. § 30-14-142;nnn) Order structural, injunctive, and all available legal and equitable relief pursuant to Mont.
Code Ann. § 30-14-101 et seq. and § 30-14-201 et seq.;ooo) Order payment of Plaintiff State of Montana’s costs and attorney fees pursuant to Mont.
Code Ann. § 30-14-131;ppp) Order Google to pay (i) treble damages for injury to the business or property of the Stateor its agencies pursuant to Nev. Rev. Stat. §598A.200, and treble damages as provided by
Nev. Rev. Stat. § 598.0999, (ii) all direct and indirect damages sustained by natural andnon-natural persons, sought by the Attorney General of Nevada under his parens patriae
authority pursuant to Nev. Rev. Stat. §598A.160, (iii) all direct or indirect damages to thegeneral economy of the State of Nevada pursuant to Nev. Rev. Stat. §598A.160;qqq) Order Google to pay disgorgement and restitution pursuant to Nev. Rev. Stat. §598.0963
and Nev. Rev. Stat. §598A.170;
147

rrr)

Order injunctive and other equitable relief pursuant to Nev. Rev. Stat. §598A.070 and Nev.
Rev. Stat. §598.0963, including a permanent injunction prohibiting Google from engaging
in the anticompetitive conduct described in this Complaint;

sss)

Order Google to pay civil penalties pursuant to (i) Nev. Rev. Stat. §598A.170, which
provides that the Attorney General may recover a civil penalty “not to exceed 5 percent of
the gross income realized by the sale of commodities or services sold by such persons inthis state in each year in which the prohibited activities occurred,” (ii) under Nev. Rev.
Stat. §598.0999 of not more than five thousand dollars ($5,000) per violation, and (iii) Nev.
Rev. Stat. §598.0973, a civil penalty of not more than twelve thousand dollars five hundred($12,500) per violation where the defendant's conduct is directed at a person aged sixty(60) or older, or a disabled person;

ttt)

Order Google to pay costs and attorneys’ fees pursuant to Nev. Rev. Stat. §598A.200, Nev.
Rev. Stat. §598A.210, Nev. Rev. Stat. §598.0963 and Nev. Rev. Stat. §598.0999;

uuu) Order Google to pay civil penalties of not more than fifty thousand dollars ($50,000) for
each violation of N.D.C.C. § 51-08.1-01 et seq., pursuant to N.D.C.C. § 51-08.1-07;vvv) Award the State of North Dakota the costs of this action and its preceding investigation,
including reasonable attorneys’ fees and costs, as provided for in the Clayton Act andapplicable state law, including N.D.C.C. § 51-08.1-08;www) Order Google to pay civil penalties of not more than five thousand dollars ($5,000) for
each violation of N.D.C.C. § 51-15-01 et seq. pursuant to N.D.C.C. §§ 51-15-11;xxx) Order Google to pay reasonable attorney’s fees, investigation fees, costs, and expenses
pursuant to N.D.C.C. § 51-15-10;yyy) Order Google to pay to the Attorney General of North Dakota, on behalf of persons of theState, all damages, compensation, or restitution necessary to restore to such persons any
money or property that may have been acquired by Google in connection with each andevery violation of N.D.C.C. § 51-15-01 et seq., pursuant to N.D.C.C. § 51-15-07;zzz) Grant such further relief to the Attorney General and the State of North Dakota as provided
for by law or equity, including by N.D.C.C. § 51-15-07, or as the Court deems appropriate
and just;
aaaa) Order injunctive and other equitable relief, civil penalties of up to $5,000 per violation, andany other appropriate relief pursuant to Puerto Rico Law No. 77 of June 25, 1964, also
known as “Puerto Rico’s Antitrust and Restrictions of Commerce Law,” 10 P.R. Laws
Ann. §§ 257 et seq., and 32 P.R. Laws Ann. § 3341;
bbbb) Order injunctive and other equitable relief, civil penalties of up to $5,000 per, and any otherappropriate relief pursuant to 10 L.P.R.A. § 259, 10 L.P.R.A. 10 L.P.R.A. § 269; 32 P.R.
148

Laws Ann. § 334, as well as the payment of all costs of Court, costs of investigation, andreasonable attorneys’ fees;cccc) Permanently enjoin Google, pursuant to S.C. Code § 39-5-50(a) from engaging in any actsthat violate SCUTPA, including, but not limited to, the unfair methods of competition andunfair or deceptive acts or practices alleged herein;dddd) Order Google to pay civil penalties in the amount of $5,000, pursuant to S.C. Code § 395-110(a), for each and every willful violation of SCUTPA;eeee) Order Google to pay attorneys’ fees and costs pursuant to S.C. Code § 39-5-50 and S.C.
Code § 1-7-85 for violations of SCUTPA;
ffff) Order Google to pay civil penalties to the State of South Dakota of up to $50,000 per
violation for each and every violation of SDCL §§ 37-1-3.1 et seq., pursuant to SDCL § 371-14.2;
gggg) Order Google to pay all monetary relief authorized by SDCL §§ 37-1-23, 37-1-24, and 371-32 to the State of South Dakota as parens patriae on behalf of persons of the State forany and all injury directly or indirectly sustained because of each and every violation by
Google of SDCL §§ 37-1-3.1 et seq;hhhh) Order Google to pay to the Attorney General of South Dakota all of the State’s expenses,
costs, and attorneys’ fees, as authorized by SDCL § 37-1-24;
iiii)

Order Google to pay civil penalties to the State of South Dakota of up to $2,000 per
violation for each and every violation of SDCL § 37-24-6, as authorized by SDCL § 3724-27;

jjjj)

Order Google to grant all relief to the State of South Dakota authorized by SDCL § 37-2429 to restore to any person in interest all monies or property, real or personal, that Google
has acquired by each and every violation of SDCL § 37-24-6;kkkk) Order Google to pay to the Attorney General of South Dakota all of the State’s expenses,
costs, and attorneys’ fees, as authorized by SDCL § 37-24-23;
llll)

Grant such further relief to the Attorney General and the State of South Dakota as provided
for by law or equity, including by SDCL § 37-24-29, or as the Court deems appropriate
and just;mmmm) Grant declaratory judgment that Google has engaged deceptive acts and practices ascontemplated by Utah Code § 13-11-4, and as permitted by Utah Code § 13-11-17;nnnn) Order Google to pay civil penalties determined after considering the factors in Utah Code§ 13-11-17(6);149

oooo) Order Google to pay Plaintiff the State of Utah, Division of Consumer Protection, an award
of reasonable attorneys’ fees, court costs, and costs of investigation (Utah Code § 13-1117.5);pppp) Order other equitable relief as may be appropriate;qqqq) Grant leave to amend the Complaint to conform to the evidence produced at trial; andrrrr) Direct such other and further relief as the Court deems just and proper.
XI. DEMAND FOR A JURY TRIAL
482.

Pursuant to Federal Rule of Civil Procedure 38(b), the Plaintiff States demand a trialby jury of all issues properly triable to a jury in this case.
Respectfully submitted,
September 9, 2021

150

FOR PLAINTIFF STATES OF TEXAS, IDAHO, LOUISIANA (THE LANIER LAW FIRM
ONLY), MISSISSIPPI, NORTH DAKOTA, AND SOUTH DAKOTA:/s/ Ashley Keller
Ashley Keller
Admitted Pro Hac Vice
ack@kellerlenkner.com
Brooke Smithbrooke.smith@kellerlenkner.com
150 N. Riverside Plaza, Suite 4270
Chicago, Illinois 60606(312) 741-5220
Warren Postman
wdp@kellerlenkner.com
1300 I Street, N.W., Suite 400E
Washington, D.C. 20005(202) 749-8334
KELLER LENKNER LLC/s/ Mark LanierW. Mark Lanier (lead counsel)
Texas Bar No. 11934600
Mark.Lanier@LanierLawFirm.com
Alex J. Brown
Alex.Brown@LanierLawFirm.com
Zeke DeRose III
Zeke.DeRose@LanierLawFirm.com
10940 W. Sam Houston Parkway N. Suite 100
Houston, Texas 77064
Telephone: (713) 659-5200
Facsimile: (713) 659-2204
THE LANIER LAW FIRM, P.C.

Attorneys for Plaintiff States of Texas, Idaho, Louisiana (The Lanier Law Firm only),
Mississippi, North Dakota, and North Dakota

151

FOR PLAINTIFF STATE OF TEXAS:KEN PAXTON
Attorney General/s/ Shawn E. Cowles
Brent Webster, First Assistant Attorney
General of Texas
Brent.Webster@oag.texas.gov
Grant Dorfman, Deputy First AssistantAttorney General
Grant.Dorfman@oag.texas.gov
Aaron Reitz, Deputy Attorney General for
Legal Strategy
Aaron.Reitz@oag.texas.gov

James R. Lloyd, Chief,
Antitrust Division
James.Loyd@oag.texas.gov
Bret Fulkerson, Deputy Chief,
Antitrust Division
Bret.Fulkerson@oag.texas.gov
Nicholas G. Grimmer, Assistant Attorney
General, Antitrust Division
Nick.Grimmer@oag.texas.gov
Trevor Young, Assistant Attorney General,
Antitrust Division
Shawn E. Cowles, Deputy Attorney
Trevor.Young@oag.texas.gov
General for Civil Litigation
Gabriella Gonzalez, Assistant Attorney
Shawn.Cowles@oag.texas.gov
Nanette DiNunzio, Associate Deputy Attorney General, Antitrust Division
Gabriella.Gonzalez@oag.texas.gov
General for Civil Litigation
Margaret Sharp, Assistant Attorney General,
Nanette.Dinunzio@oag.texas.gov
Antitrust Division
Paul Singer, Associate Deputy Attorney
Margaret.Sharp@oag.texas.gov
General for Civil Litigation
Kelsey Paine, Assistant Attorney General,
Paul.Singer@oag.texas.gov
Antitrust Division
Kelsey.Paine@oag.texas.gov
Matthew Bohuslav, Assistant Attorney
General, General Litigation Division
Matthew.Bohuslav@oag.texas.gov
OFFICE OF THE ATTORNEY GENERAL OF
Ralph Molina, Assistant Attorney General,
TEXAS
General Litigation Division
P.O. Box 12548 (MC059)
Ralph.Molina@oag.texas.gov
Austin, TX 78711-2548(512) 936-1414
Reynolds Brissenden, Assistant Attorney
General, Director of Litigation,
Attorneys for Plaintiff State of Texas
Civil Medicaid Fraud
Reyonds.Brissenden@oag.texas.gov
Charles K. Eldred, Special Litigation Counsel,
Administrative Law
Charles.Eldred@oag.texas.gov

152

FOR PLAINTIFF STATE OF ALASKA:
TREG R. TAYLOR
Attorney GeneralBy:/s/ Jeff Pickett
Jeff Pickett
Senior Assistant Attorney General, Special Litigation Section
jeff.pickett@alaska.gov
Attorney for Plaintiff State of Alaska

153

FOR PLAINTIFF STATE OF ARKANSAS:LESLIE RUTLEDGE
ATTORNEY GENERALBy:/s/ Johnathan R. Carter
Johnathan R. Carter – AR Bar # 2007105
Assistant Attorney General
Office of the Arkansas Attorney General
323 Center Street, Suite 200
Little Rock, AR 72201
Phone: 501.682.8063
Fax: 501.682.8118
Email: Johnathan.Carter@Arkansasag.gov
Attorney for Plaintiff State of Arkansas

154FOR PLAINTIFF STATE OF FLORIDA:
ASHLEY MOODY, Attorney General/s/ R. Scott Palmer
R. SCOTT PALMER, Interim Co-Director, Antitrust Division
FL Bar No. 220353
JOHN GUARD, Chief Deputy Attorney General
LEE ISTRAIL, Assistant Attorney General
CHRISTOPHER KNIGHT, Assistant Attorney General
ANDREW BUTLER, Assistant Attorney General
Office of the Attorney General, State of Florida
PL-01 The Capitol
Tallahassee, Florida 32399
Phone: 850-414-3300
Email: scott.palmer@myfloridalegal.com
Attorneys for Plaintiff State of Florida

155

FOR PLAINTIFF STATE OF IDAHO:LAWRENCE G. WASDEN
Attorney General/s/ John K. Olson
Brett T. DeLange, Division Chief, Consumer Protection Division
John K. Olson, Deputy Attorney General
Consumer Protection Division
Office of the Attorney General
954 W. Jefferson Street, 2nd Floor
P.O. Box 83720
Boise, Idaho 83720-0010
Telephone: (208) 334-2424
brett.delange@ag.idaho.gov
john.olson@ag.idaho.gov
Attorneys for Plaintiff State of Idaho

156

FOR PLAINTIFF STATE OF INDIANA:
THEODORE E. ROKITA
Attorney General
The Office of the Indiana Attorney General
By:_____________________________________
Scott Barnhart
Chief Counsel and Director of Consumer Protection
Indiana Atty. No. 25474-82
Indiana Government Center South – 5th Fl.
302 W. Washington Street
Indianapolis, IN 46204-2770
Phone: (317) 232-6309
Fax: (317) 232-7979
Email: scott.barnhart@atg.in.gov_____________________________
Matthew Michaloski
Deputy Attorney General
Indiana Atty. No. 35313-49
Indiana Government Center South – 5th Fl.
302 W. Washington Street
Indianapolis, IN 46204-2770
Phone: (317) 234-1479
Fax: (317) 232-7979
Email: matthew.michaloski@atg.in.gov
Attorneys for Plaintiff State of Indiana

157

FOR PLAINTIFF COMMONWEALTH OF KENTUCKY:DANIEL CAMERON
Attorney General
J. Christian Lewis
Executive Director of Consumer Protection

J. Christian Lewis, Executive Director of Consumer Protection
Christian.Lewis@ky.gov
Philip R. Heleringer, Deputy Director of Consumer Protection
Philip.Heleringer@ky.gov
Jonathan E. Farmer, Assistant Attorney General
Jonathan.Farmer@ky.gov
Office of the Attorney General,
Commonwealth of Kentucky
1024 Capital Center Drive, Suite 200
Frankfort, Kentucky 40601
Tel: 502-696-5300
Attorneys for Commonwealth of Kentucky

158

FOR PLAINTIFF STATE OF LOUISIANA:
HON. JEFF LANDRYATTORNEY GENERAL, STATE OF LOUISIANA
Michael Dupree
Christopher J. Alderman
1885 N. 3rd Street
Baton Rouge, LA 70802
s/ James R. Dugan, II
James R. Dugan, II (pro hac vice)
David S. Scalia (application for pro hac vice forthcoming)
TerriAnne Benedetto (application for pro hac vice forthcoming)
The Dugan Law Firm
365 Canal Street
One Canal Place, Suite 1000
New Orleans, LA 70130
PH: (504) 648-0180
FX: (504) 649-0181
EM: jdugan@dugan-lawfirm.com
dscalia@dugan-lawfirm.com
tbenedetto@dugan-lawfirm.com
James Williams (application for pro hac vice forthcoming)
CHEHARDY SHERMAN WILLIAM, LLP
Galleria Boulevard, Suite 1100
Metairie, LA 70001
PH: (504) 833-5600
FX: (504) 833-8080
EM: jmw@chehardy.com
Attorneys for the State of Louisiana

159

FOR PLAINTIFF STATE OF MISSISSIPPI:LYNN FITCH, ATTORNEY GENERALSTATE OF MISSISSIPPI
By: /s/ Hart Martin
Hart Martin
Consumer Protection Division
Mississippi Attorney General’s Office
Post Office Box 220
Jackson, Mississippi 39205
Telephone: 601-359-4223
Fax: 601-359-4231
Hart.martin@ago.ms.gov
Attorney for Plaintiff State of Mississippi

160

FOR PLAINTIFF STATE OF MISSOURI:
Eric Schmitt
Attorney General

Amy Haywood, Chief Counsel, Consumer Protection Division
Amy.Haywood@ago.mo.gov
Kimberley G. Biagioli, Assistant Attorney General
Kimberley.Biagioli@ago.mo.gov
Missouri Attorney General’s Office
P.O. Box 899
Jefferson City, Missouri 65102
Tel: 816-889-3090
Attorneys for Plaintiff State of Missouri

161

FOR PLAINTIFF STATE OF MONTANA:AUSTIN KNUDSEN
Montana Attorney General/s/ David M.S. Dewhirst
DAVID M.S. DEWHIRST
Solicitor General
MARK MATTIOLI
Chief, Office of Consumer Protection
P.O. Box 200151
Helena, MT 59620-0151
Phone: (406) 444-4500
Fax: (406) 442-1894
david.dewhirst@mt.gov
mmattioli@mt.gov/s/ Charles J. Cooper
Charles J. Cooper
ccooper@cooperkirk.com
David H. Thompson
dthompson@cooperkirk.com
Brian W. Barnes
bbarnes@cooperkirk.com
Harold S. Reeves
hreeves@cooperkirk.com
COOPER & KIRK PLLC
1523 New Hampshire Avenue, NW
Washington DC 20036
Phone: (202) 220-9620
Fax: (202) 220-9601
Attorneys for Plaintiff State of Montana

162

FOR PLAINTIFF STATE OF NEVADA:AARON D. FORD
Attorney General
ERNEST D. FIGUEROA
Consumer Advocate/s/ Marie W.L. Martin
Marie W.L. Martin (NV Bar No. 7808)
Senior Deputy Attorney General
MWMartin@ag.nv.gov
Lucas J. Tucker (NV Bar No. 10252)
Senior Deputy Attorney General
LTucker@ag.nv.gov
Office of the Nevada Attorney General
Senior Deputy Attorney General
Michelle Newman (NV Bar No. 13206)
mnewman@ag.nv.gov
100 N. Carson St.
Carson City, Nevada 89701
Tel: (775) 684-1100
Attorneys for Plaintiff State of Nevada

163

FOR PLAINTIFF STATE OF NORTH DAKOTA:
STATE OF NORTH DAKOTA
Wayne Stenehjem
Attorney GeneralBy:/s/ Elin S. Alm
Parrell D. Grossman, ND ID 04684
Elin S. Alm, ND ID 05924
Assistant Attorneys General
Consumer Protection and Antitrust Division
Office of Attorney General
Gateway Professional Center
1050 E. Interstate Ave, Ste. 200
Bismarck, ND 58503-5574(701) 328-5570(701) 328-5568 (fax)pgrossman@nd.gov
ealm@nd.gov
Attorneys for Plaintiff State of North Dakota

164

FOR PLAINTIFF COMMONWEALTH OF PUERTO RICO:/s/ Domingo Emanuelli-Hernández
Domingo Emanuelli-Hernández
Attorney General
Thaizza Rodríguez Pagán
Assistant Attorney General
PR Bar No. 17177
P.O. Box 9020192
San Juan, Puerto Rico 00902-0192
Tel: (787) 721-2900, ext. 1201, 1204
trodriguez@justicia.pr.gov
Attorneys for Plaintiff Commonwealth of Puerto Rico

165

FOR PLAINTIFF STATE OF SOUTH CAROLINA:
ALAN WILSON
Attorney General/s/ Rebecca M. Hartner______________________
Rebecca M. Hartner (S.C. Bar No. 101302)
Assistant Attorney General
W. Jeffrey Young
Chief Deputy Attorney General
C. Havird Jones, Jr.
Senior Assistant Deputy Attorney General
Mary Frances Jowers
Assistant Deputy Attorney General
South Carolina Attorney General’s Office
P.O. Box 11549
Columbia, South Carolina 29211-1549
Phone: 803-734-3970
Fax: 803-734-0097
Email: rhartner@scag.gov
Attorneys for Plaintiff State of South Carolina

166

FOR PLAINTIFF STATE OF SOUTH DAKOTA:
JASON R. RAVNSBORG
Attorney General/s/ Yvette K. Lafrentz
Yvette K. Lafrentz
Assistant Attorney General
Consumer Protection Division
South Dakota Office of the Attorney General1302 E. Hwy. 14, Suite 1
Pierre, SD 57501
P: 605.773.3215 F:605.773.4106
Yvette.lafrentz@state.sd.us
Attorney for Plaintiff State of South Dakota

167

FOR PLAINTIFF STATE OF UTAH:
Sean D. Reyes
Utah Attorney General/s/ David N. Sonnenreich
By David N. Sonnenreich
Deputy Attorney General
Antitrust Section Director
Tara Pincock
Assistant Attorney General, Antitrust Section
Office of the Utah Attorney General
160 E 300 S, 5th Floor
PO Box 140872
Salt Lake City, UT 84114-0872
Telephone: 801-366-0132
Fax: 801-366-0315
Attorneys for Plaintiff State of Utah and as counsel for the Utah Division of Consumer
Protection168