Complaint against Visa Inc. Document filed by United States Of America — United States v. Visa Inc. (Dkt. 1, S.D.N.Y. No. 1:24-cv-07214)

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UNITED STATES DISTRICT COURT 
FOR THE SOUTHERN DISTRICT OF NEW YORK 
 
UNITED STATES OF AMERICA, 
U.S. Department of Justice 
Antitrust Division 
450 Fifth Street, NW, Suite 4000 
Washington, DC 20530,  
 
 
 
Plaintiff, 
v.  
VISA INC., 
One Market Plaza 
San Francisco, CA 94105, 
 
Defendant. 
 
 
 
COMPLAINT 
1:24-cv-7214 
 
 
 
 
 

 
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Table of Contents 
 
I. 
Introduction .......................................................................................................................... 4 
II. 
Nature of The Case .............................................................................................................. 6 
III. Debit Transactions ............................................................................................................. 12 
A. Overview of Debit Transactions ......................................................................................... 13 
B. Debit Networks ................................................................................................................... 17 
1. Issuers Select Which Networks Are Enabled on a Debit Card ...................................... 17 
2. How Debit Networks Get Paid ....................................................................................... 18 
3. U.S. Debit Network Evolution Helped Visa Obtain Dominance ................................... 19 
4. PIN Networks Lack Scale and Meaningful Opportunities to Compete for Debit 
Transactions ................................................................................................................... 22 
5. Alternative Debit Networks ........................................................................................... 24 
IV. Visa Systematically Dominates Debit Transactions IN the United States Through 
Exclusionary and Anticompetitive Conduct .................................................................... 25 
A. Visa Has Been the Largest, Most Powerful Debit Network for Over a Decade ................ 25 
B. Visa Entered into a Web of Contracts to Hinder PIN Networks from Competing ............ 27 
1. Visa’s Contracts with Merchants and Acquirers Unlawfully Inhibit Competition and 
Stifle Innovation............................................................................................................. 28 
2. Visa’s Contracts with Issuers Unlawfully Restrict the Growth of Its Debit Competitors
........................................................................................................................................ 33 
3. Visa’s Response to the Durbin Amendment Successfully Protected Its Monopoly from 
Competition.................................................................................................................... 36 
4. Visa Uses Its Monopoly Power to Deprive Its Rivals of Scale ...................................... 37 
C. Visa Uses Its Monopoly Power to Squash Innovative Alternatives to Its Debit Network . 40 
1. Visa Fears that Fintech Debit Networks Will Disintermediate Its Lucrative Debit 
Business ......................................................................................................................... 42 
2. Visa Leveraged Its Debit Monopoly to Prevent PayPal and Others from 
Disintermediating Visa with Staged Digital Wallets ..................................................... 45 
3. Visa Uses Its Leverage Over Its Potential Debit Competitors, Including Apple, Paying 
Them Not to Create or Promote Competitive Products ................................................. 49 
V. 
Anticompetitive Effects ..................................................................................................... 51 
VI. No Countervailing Factors ................................................................................................ 54 
VII. The Relevant U.S. Debit Markets ..................................................................................... 54 

 
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A. The United States Is a Relevant Geographic Market ......................................................... 55 
B. Relevant Product Markets .................................................................................................. 55 
1. General Purpose Debit Network Services Are a Relevant Product Market ................... 55 
2. General Purpose Card-Not-Present Debit Network Services Are a Relevant Product 
Market ............................................................................................................................ 59 
VIII. Visa Has Monopoly Power in the U.S. Debit Markets .................................................... 60 
IX. Jurisdiction, Venue, and Commerce ................................................................................ 63 
X. 
Violations Alleged .............................................................................................................. 64 
A. First Claim for Relief: Monopolization of the Markets for General Purpose Debit Network 
Services and General Purpose Card-Not-Present Debit Network Services in the United 
States in Violation of Sherman Act § 2 .............................................................................. 64 
B. Second Claim for Relief: Attempted Monopolization of the Markets for General Purpose 
Debit Network Services and General Purpose Debit Card-Not-Present Debit Network 
Services in the United States in Violation of Sherman Act § 2 ......................................... 65 
C. Third Claim for Relief: Unlawful Agreements Not to Compete in Violation of Sherman 
Act § 1 ................................................................................................................................ 66 
D. Fourth Claim for Relief: Unlawful Agreements that Restrain Trade in Violation of 
Sherman Act § 1 ................................................................................................................. 67 
XI. Request for Relief ............................................................................................................... 68 
 
 
 
  
 
 

 
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I. 
INTRODUCTION 
Each year, Americans depend on debit cards to buy more than $4 trillion worth of 
groceries, clothing, and other goods and services. Millions of Americans, including many lower-
income consumers who lack easy access to credit, use debit cards to pay for purchases directly 
from their bank account. While Americans rely on debit transactions for the necessities of life, 
most are unaware of the networks that drive those transactions. Nor are they aware that one 
company, Visa, has for monopolized debit transactions; penalized industry participants that seek 
to use alternative debit networks; and coopted innovators, technology companies, and financial 
institutions to forestall or snuff out threats to Visa’s debit network dominance.  
Visa owns and controls a debit network that connects the consumers’ and the merchants’ 
banks. In the United States, more than 60% of debit transactions run on Visa’s debit network, 
allowing it to charge over $7 billion in fees each year for processing those transactions. Visa 
earns more in revenue from its U.S. debit business than its credit business as of 2022. Visa debit 
is core to its North American business, where Visa enjoys operating margins of 83%. But even 
these numbers understate Visa’s monopoly power over debit transactions. 
Visa maintains its dominant position not by competing on a level playing field but by 
insulating itself from competition through exclusionary and anticompetitive means. Visa uses its 
size, scale, and centrality to the debit transaction ecosystem to penalize those who would switch 
to a different debit network or to companies that could develop alternative debit products. It uses 
its dominance to limit the growth of existing competitors and to deter others from developing 
new and innovative alternatives. 
When that stick is not enough, Visa offers a carrot: extra payments to entice potential 
competitors to partner instead of innovate. As Visa’s CFO emphasized, “[E]veryone is a friend 

 
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and a partner. Nobody is a competitor.” Such inducements are worth Visa’s while too. Even 
though the choice to make such payments reduces Visa’s immediate profits, it nonetheless pays 
hundreds of millions of dollars to would-be competitors to blunt the risk they develop innovative 
new technologies that could advance the industry but would otherwise threaten Visa’s monopoly 
profits.  
This conduct cuts off competition where it should occur today. Perniciously, it also 
prevents its current and potential rivals from gaining the scale, share, and data necessary to erode 
Visa’s existing dominance. 
 Visa profits from its monopoly by collecting a higher fraction of each debit transaction 
than it would if it faced competition. Visa’s schemes are largely invisible to consumers, in part 
because its debit transaction fees make up a relatively small fraction of each transaction, but total 
to billions of dollars annually. Collectively, however, Visa’s systematic efforts to limit 
competition for debit transactions have resulted in significant additional fees imposed on 
American consumers and businesses and slowed innovation in the debit payments ecosystem.  
As Visa’s internal documents make clear, Visa feared a future where newer, better, or 
cheaper alternatives would force Visa to compete harder to win customers’ business or, worse, 
displace Visa with alternatives to its debit network. Without intervention, Visa will continue to 
insulate itself from competition and subvert the competitive process in this essential industry that 
fuels U.S. commerce, all the while enriching itself at the expense of the American people who 
ultimately bear the brunt of Visa’s unlawful monopoly and the lack of competition its conduct 
has wrought.  

 
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II. 
NATURE OF THE CASE 
1. 
Americans use their debit cards billions of times every year to buy goods and 
services from merchants. Debit cards comprise an increasingly large percentage of all 
transactions between consumers and merchants. Consumers can use their cards for purchases at 
brick-and-mortar stores (card-present or CP transactions) and online (card-not-present or 
CNP transactions). 
2. 
Debit transactions include several actors, including the consumers seeking to use 
their debit card to make a payment, merchants who accept debit, and their respective banks.  
3. 
For all of these debit transactions to work, the consumer’s bank must connect to 
the merchant’s bank. Over the entire economy, that means thousands of banks on the consumer 
side must communicate with all of the banks on the merchant side.  
4. 
For a debit network to process a transaction, both the bank issuing the card to the 
consumer (the issuing bank or issuer) and the merchant’s bank that acquires the payment (the 
acquiring bank or acquirer) must be part of the network. Issuers decide which networks to 
place on their debit cards, while merchants decide which networks they will accept and which 
they will choose to use for a given transaction. A network can compete for a transaction only if it 
connects to both the issuer and the acquirer. 
5. 
As a result, debit networks face what Visa calls “a chicken-and-egg problem.” To 
be successful, the network needs many issuers and acquirers to accept the network. But issuers 
are unlikely to join the debit network unless many merchants already use the network. And 
merchants are unlikely to join the network unless their customers have cards that work with the 
network, which requires the issuer to have activated the network. As Visa itself observes, 
“build[ing] scale on both sides. . . with consumers/payers and with merchants/payees” is “a 

 
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herculean task.” Visa further recognizes that these effects create “an enormous moat” around its 
business. 
6. 
Visa’s market shares demonstrate just how deep that moat is. Visa has been the 
largest debit network in the United States for decades. Today, over 60% of all U.S. debit 
transactions run via Visa’s payments network. And Visa’s share of card-not-present debit 
transactions exceeds 65%. Mastercard is a distant second, processing less than 25% of all U.S. 
debit transactions and card-not-present U.S. debit transactions. Other networks, known as “PIN 
networks” because they originally facilitated ATM transactions for which accountholders 
needed to enter a PIN, are significantly smaller.  
7. 
This moat is no accident. Coming out of the Great Recession, Visa identified two 
significant threats to its monopoly—one from legislation and one from emerging technology. 
Visa took steps to counter both, enriching itself handsomely in the process.  
8. 
In 2010, Congress passed the Durbin Amendment, which became law as part of 
the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. No. 111-203, 
124 Stat. 1376 (2010). The Durbin Amendment requires issuing banks to include at least two 
debit networks on every debit card—one on the front of the card and at least one on the back of 
the card—that are not affiliated with each other (known as the front-of-card and back-of-card 
networks, respectively). This requirement would help promote competition in the debit industry 
by providing more merchant choice for debit routing. 
9. 
Visa understood the competitive threat this development created. If banks 
connected more cards to rival debit networks, Visa feared this could create a “tipping point” that 
would result in its smaller rival debit networks gaining the scale they need to compete, which 
would cause Visa to lose substantial volume, and therefore, fees. Indeed, in 2012, after the 

 
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Durbin Amendment became effective, Visa initially lost volume to other debit networks that 
offered lower fees. If this trend had continued—that is, if competition had continued to grow—
Visa likely would have lost its dominant position and power. But instead, Visa used its dominant 
position in the debit market to limit competition. 
10. 
There are a substantial number of debit transactions that Visa owns outright 
without facing any competition. Such transactions are non-contestable by rival networks. For a 
number of reasons, Visa may be the only network available for both the merchant and issuer to 
use for these transactions. For these non-contestable transactions, Visa does not face meaningful 
competitive constraints and can threaten merchants with high rates that merchants would have to 
accept. 
11. 
But for the rest of the transactions, the merchants that sell to consumers could 
choose between Visa and alternative debit networks enabled by the accountholder’s bank. The 
forces of competition from those other networks should in turn lower fees and spur innovation. 
Visa knows, however, that its significant volume of non-contestable transactions gives it 
leverage to subvert the forces of competition. These non-contestable transactions are necessary 
and valuable to the merchants.  
12. 
Visa offers a modern-day Hobson’s choice. Visa leverages its control over non-
contestable transactions and extracts routing deals that limit competition for contestable 
transactions. Absent a routing agreement, the merchant or acquirer pays a list price (known in the 
industry as the rack rate) on any transaction that is routed to Visa’s debit network. 
Alternatively, the merchant (or acquirer) signs an agreement with Visa and receives a so-called 
“discount” on all transactions, both non-contestable and contestable. Visa threatens punitive rack 
rates if merchants (or their acquirers) route a meaningful share of their transactions to Visa’s 

 
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competitors. Other debit networks cannot compete for non-contestable transactions as they often 
struggle to compete for any meaningful share of transactions involving a merchant subject to a 
Visa routing deal. And merchants suffer if they do not accept Visa’s agreement.  
13. 
In 2014, Visa told its Board of Directors that these routing deals with the largest 
issuers and acquirers allow Visa “to stabilize [its] volume.” Visa’s routing contracts cover more 
than 180 of its largest merchants and acquirers, and effectively insulates at least 75% of Visa’s 
debit volume from competition—which means that Visa has foreclosed nearly half of total U.S. 
debit volume. Internally, Visa touts the success of its routing deals in limiting competition. Visa 
renewed many of its routing agreements in 2022 to deepen its debit moat for years to come.  
14. 
In addition to frustrating the goal of the Durbin Amendment, Visa took steps to 
insulate itself from competition from emerging technologies. Visa recognized how innovative 
technologies could develop new ways for consumers to make debit payments and topple Visa’s 
control of debit transactions. Visa knew that several digital platforms, including Apple, PayPal, 
and Square, have large existing networks that connect merchants and consumers, and offer 
payment products to consumers. Consumers value the payment products offered by these digital 
platforms, which allow consumers to link their debit card credentials to Apple Pay, PayPal, Cash 
App or other payment products, and make purchases in more convenient and efficient ways.  
15. 
Visa feared that these digital platforms may have “network ambitions,” and might 
seek to eliminate Visa and other debit networks as links between consumers and merchants for 
debit transactions. Visa saw Apple Pay, for an example, as an “existential threat” to its debit 
business.  
16. 
Recognizing the threat they posed, Visa’s strategy has been to “partner with 
emerging players before they become disruptors.” To do so, Visa structures its deals with 

 
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potential competitors to dissuade them from competing. Visa offers lucrative incentives, 
sometimes worth hundreds of millions of dollars annually, to these potential competitors under 
the express condition that they do not develop a competing product or compete in ways that 
could threaten Visa’s dominance. In addition to the carrot of these incentives, Visa has also 
threatened to use the stick of additional fees to dissuade their potential competitors’ innovation—
if they develop competing products. 
17. 
Through this anticompetitive conduct, Visa has harmed competition in the 
relevant debit markets in at least three ways.  
18. 
First, Visa takes advantage of its must-have status to exercise its monopoly power 
and deny a level playing field for its rivals and deprive them of scale. Visa is capable of this 
conduct because Visa-branded cards comprise a large portion of all U.S. debit cards. Further, 
merchants must use Visa’s network for a significant number of non-contestable transactions.  
19. 
Second, Visa’s conduct forecloses competition in a substantial portion of the 
relevant debit markets—at least 45% of all U.S. debit transactions and over 55% of card-not-
present debit transactions. 
20. 
Visa’s conduct subverts the competitive process. Visa deprives its smaller rivals 
of the scale they need to compete effectively on both price and quality. Networks need scale on 
both the issuer and merchant sides of the market to compete effectively; the lack of scale on one 
side makes it hard to build scale on the other. Visa’s agreements with issuers on the one hand 
and merchants and acquirers on the other exacerbate its rivals’ scale problems on both sides of 
the market. Today, the non-Visa/Mastercard-owned networks collectively represent only about 
11% of all debit transactions and only about 5% of card-not-present debit transactions.  

 
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21. 
Third, Visa has already secured commitments from several large would-be 
competitors that they would not unveil products that could threaten Visa’s dominance. Rather 
than engage in fulsome competition, Visa’s agreements with these companies, including Apple, 
PayPal, and Square, have succeeded in transforming these potential competitors into partners to 
the detriment of competition from those would-be rivals and Visa’s own incentives to innovate, 
and at the expense of American consumers and American merchants of all sizes. 
22. 
Visa’s actions deny Americans the benefits of competitive markets for debit 
transactions. Visa, one of the most profitable companies in the United States, has succeeded so 
thoroughly in insulating itself from competition that it is now earning outsized profit margins 
from its role as a dominant intermediary—a digital middleman—at the center of the debit 
transaction market. American merchants large and small ultimately pay much of these fees. In 
turn, they may raise prices to consumers or may absorb the cost by offering fewer products or 
lower quality. Issuers are also subject to Visa fees and may pass them through to consumers. 
Regardless of who pays Visa’s supracompetitive prices in the short term, over the long run, these 
tolls are ultimately borne by the American consumer, American merchants, and the broader 
economy. 
23. 
Plaintiff United States of America brings this action under Sections 1 and 2 of the 
Sherman Act, 15 U.S.C. §§ 1, 2, to put a stop to Visa’s exclusionary and anticompetitive 
schemes, unfetter the markets of Visa’s unlawful monopoly, remedy the harm Visa has caused, 
deny Visa the fruits of its statutory violations, and prevent the recurrence of these violations of in 
the future. 

 
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III. 
DEBIT TRANSACTIONS 
24. 
Debit transactions are a kind of financial transaction whereby funds are drawn 
directly from a consumer’s bank account to pay a merchant for goods or services. Consumers can 
use debit transactions in various ways, including to buy goods at retailers or to pay bills online.  
25. 
Debit cards have existed in the United States since the 1960s, when banks began 
to innovate ways for their customers to access funds in their bank accounts. Automated teller 
machines (ATMs) allowed consumers to withdraw those funds with a debit card that was issued 
by the consumer’s bank. Over time, some debit cards began to support purchases at retailers. 
Debit cards gained wider adoption by the 1990s when merchant acceptance of debit grew, and 
consumers demanded more convenient alternatives to cash and checks to withdraw money from 
their bank accounts. Over time, consumers increasingly favored debit transactions for their 
convenience and security, and retailers increasingly accepted them, leading debit card usage to 
grow substantially in the United States.  
26. 
Today, debit transactions are an important and popular payment method within 
the U.S. financial system. Unlike most other kinds of financial transactions, debit transactions 
immediately authorize the deduction of funds from a consumer’s bank account balance.  
27. 
Tens of millions of Americans prefer to use or must rely on debit to pay for online 
and in-person purchases. This is despite the fact that accountholders rarely earn rewards when 
using their debit cards, unlike when they use credit cards. Consumers who prefer debit include 
those who do not want to use or are unable to obtain credit cards; those who have limited credit 
available to them; those who prefer to avoid the lending dynamics of a credit card (e.g., the risk 
of debt accumulation, credit card fees, and charged interest); those who prefer the spending 

 
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discipline of using only funds that are available in their bank account; and those that prefer the 
convenience of debit over cash and checks.  
A. 
Overview of Debit Transactions 
28. 
Debit is a way for consumers to purchase goods and services from merchants 
using a number directly tied to their bank accounts. 
29. 
Debit transactions are made possible by debit networks, the technological and 
communications infrastructure that facilitates secure, real-time payment transactions between 
and among businesses, merchants, and consumers from their respective bank accounts.  
30. 
In the United States, the most common way consumers make debit purchases is 
by using a general purpose debit card issued by their banks. As defined in Section VII infra, 
general purpose means that the debit card can be accepted at numerous, unrelated merchants. 
Visa, like most other debit networks, does not issue these general purpose debit cards to 
accountholders. Instead, debit networks like Visa typically contract with the consumer’s bank 
(referred to as the issuing bank or issuer1) to issue the debit cards. Debit networks like Visa 
typically contract with the merchants’ banks (referred to as the acquiring bank or acquirer2) so 
that merchants can accept debit cards. Debit networks are the way that thousands of issuers on 
the one hand connect with each of the acquirers and their millions of merchants on the other 
hand.  
31. 
The debit network’s product is simple. It includes a debit credential or other 
account identifier unique to the consumer that can be accepted at all merchants that participate in 
 
1 The issuing bank may work with an issuer processor, which connects the issuer with the network and provides 
various services such as managing card issuance, authorizing or declining transaction, and communicating with 
settlement entities. For ease of reference, the use of the term issuer refers to both issuing banks and issuer 
processors. 
2 The acquiring bank may work with an acquirer processor, which sends transaction information to the network on 
behalf of the acquirer. For ease of reference, the use of the term acquirer refers to both acquiring banks and acquirer 
processors. 

 
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the network, payment guarantees for the merchant, the ability for a consumer or her bank to 
dispute and chargeback the transaction, fraud protections to all parties, and the “rail” or methods 
by which the merchants’ and consumers’ banks communicate between each other to facilitate the 
transaction and the transfer of funds.  
32. 
Notably, banks rather than debit networks ultimately move money from 
consumers to merchants. But debit networks play an important role in the process: they clear and 
oversee the interbank settlement process by aggregating all transactions each day for each bank 
in their systems, netting out applicable fees, and providing banks with daily settlement reports. 
These settlement reports are used by the banks to transfer funds among themselves, typically 
using a wire service available only to banks. 
33. 
Debit networks also set the rules for transactions flowing through the network. As 
the largest debit card network in the United States, Visa leverages its intermediary role not only 
to set rules for transactions on its own network but also to influence the rules for all other debit 
networks.  
34. 
Debit cards can be used in-person or online to make purchases from money in the 
consumer’s bank account using a debit card credential. As illustrated in Figure 1 below, debit 
card credentials include several pieces of information: a 16-digit card number (known as the 
debit card number) that is usually found on the front of the debit card and other security features 
such as the expiration date, card verification value (CVV), an EMV security chip, and a four-
digit PIN. The card will also graphically identify the “front-of-card” and may graphically 
identify the “back-of-card” networks. As further described herein, while debit cards may be 
enabled to process transactions over multiple networks, today, few include more than two 

 
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unaffiliated networks: the front-of-card network and one back-of-card network unaffiliated with 
the front-of-card network.  
Figure 1 
 
 
35. 
A debit transaction starts when a consumer presents his debit credentials to a 
merchant to pay for a purchase. First, the merchant sends a request to its acquirer. Theoretically, 
the merchant has a choice to use the front-of-card network (which is Visa for approximately 70% 
of debit card payment volume) or a back-of-card network. But as discussed infra, this choice is 
illusory —merely theoretical—and the merchant’s routing decision defaults to Visa due to Visa’s 
exclusionary and anticompetitive conduct. In all events, the merchant’s bank (the acquirer) sends 
the consumer’s account and transaction information to a debit network (e.g., Visa) to process the 
transaction for authorization, clearing, and settlement. The debit network, in turn, requests 
authorization from the consumer’s bank (the issuer) to approve the transaction. The issuer will 
typically authorize the transaction if the consumer has a sufficient account balance to fund the 

 
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transaction and, in many cases, there are no indications of fraud. If the transaction is authorized, 
the issuer places a hold on the consumer’s funds and sends the authorization response back over 
the debit network to the acquirer, minus the interchange fee (a fee paid by the acquirer to the 
issuer). In the final step, the acquirer transmits the authorization response to the merchant, 
allowing the merchant to complete the transaction. At the same time, Visa collects a myriad of 
fees from the tens of billions of debit transactions that happen each year. 
Figure 2 
 
 
36. 
For most debit card transactions, this process happens in a matter of seconds, 
which allows debit cards to facilitate transactions between accountholders and merchants 
efficiently. American consumers are often unaware of how money is allocated among merchants, 
debit networks, processors, and financial institutions that participate in these transactions. 
37. 
There are slight differences in the mechanics of debit transactions depending on 
whether the debit card is physically present. Using debit in person at a merchant is referred to as 
a card-present transaction. If a consumer uses a debit credential on a website, in an app, or over 
the phone, the transaction is referred to as a card-not-present transaction. Today, card-not-present 
debit transactions make up about half of all debit spending, a dramatic increase since 2010. This 

 
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number is growing. For card-not-present transactions, the accountholder either manually enters 
her debit credentials or relies on debit credentials stored in a digital wallet, such as Google Pay, 
Apple Pay, or PayPal. Unlike card-present transactions, for card-not-present transactions, 
merchants can almost never prompt consumers to enter a PIN. Instead, security features, such as 
multi-factor authentication, help improve the security of card-not-present transactions.  
B. 
Debit Networks  
1. Issuers Select Which Networks Are Enabled on a Debit Card  
38. 
In the United States, debit cards typically must have at least two debit networks: a 
front-of-card network and at least one back-of-card network that is unaffiliated with the front-of-
card network. Issuers (consumers’ banks) select one front-of-card network and choose which 
back-of-card networks to enable. The front-of-card networks’ branding is typically displayed on 
the debit card (in addition to the issuer’s branding). The branding of the back-of-card networks 
may not appear on the debit card.  
39. 
As a practical matter, a consumer’s debit network is frequently selected for her—
by the bank where she opens her checking account.  
40. 
Visa is the dominant front-of-card network, Mastercard is the distant second 
front-of-card network, and two much smaller players account for the remainder. Issuers rarely 
change their front-of-card network due, in part, to significant switching costs, such as the costs of 
re-issuing new debit cards to accountholders. Visa has secured long-term contracts with many 
issuers. Visa knows that Mastercard and other debit networks have little opportunity to displace 
Visa as the front-of-card network for those banks. 
41. 
Visa-branded debit cards (cards that feature Visa on the front of the card) will 
often include Interlink, Visa’s back-of-card network, and at least one additional back-of-card 

 
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network that is not affiliated with Visa. Examples of such unaffiliated back-of-card networks 
include Mastercard’s Maestro or a smaller debit network such as STAR, NYCE, or Pulse. These 
smaller debit networks are sometimes referred to as PIN networks due to their growth from ATM 
networks where an accountholder would enter their four-digit PIN to withdraw cash funds. 
Mastercard-branded debit cards typically include Maestro and at least one additional back-of-
card network that is unaffiliated with Mastercard.  
42. 
Issuers decide whether to enable the back-of-card networks to process particular 
debit transactions on the issuers’ debit cards. For example, issuers may not enable back-of-card 
networks, for a card-present transaction where a PIN was not entered. As discussed in Section IV 
infra, despite their presence on many debit cards, PIN networks have been unable to gain a 
meaningful share of debit transactions, in part due to Visa’s exclusionary and anticompetitive 
conduct. 
2. How Debit Networks Get Paid 
43. 
Bank accountholders do not pay debit networks directly to use their payment 
networks. To make money, debit networks like Visa impose network fees on both issuers and 
acquirers for every debit transaction. As a general matter, there are two types of acquirer fees: 
per-transaction fees and fixed fees. The merchant’s acquirer pays Visa a network fee for each 
transaction on Visa’s network. The amount of the network fee varies based on the type of 
transaction, such as whether the accountholder enters a PIN or whether it is a card-present or 
card-not-present transaction. Starting in 2012, Visa also began charging each merchant’s 
acquirer a fixed monthly fee, known as the Fixed Acquirer Network Fee (FANF), based on 
factors like the number of locations operated by the merchant and the volume of the merchant’s 
card-not-present transactions.  

 
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44. 
In addition, the acquirer also pays a per-transaction fee to the issuer—known as 
an interchange fee—that is payment to the issuer for its services. For the largest issuing banks 
with $10 billion or more in assets, the interchange fee amount is capped by the Federal Reserve. 
For smaller issuers, the debit network (e.g., Visa) sets the amount of the interchange fee.  
45. 
The acquirer’s customer, the merchant, ultimately pays at least some of the fees 
incurred by the acquirer. The merchant also pays a fee to the acquirer for the acquirer’s services. 
For most transactions, Visa’s network fees are significantly higher than those of the PIN 
networks. 
3. U.S. Debit Network Evolution Helped Visa Obtain Dominance 
46. 
Beginning in the 1960s, the first debit networks in the United States started as 
ATM networks. Banks issued ATM cards to their accountholders so they could easily withdraw 
funds from their accounts. To use these cards, accountholders could enter a 4-digit number 
(known as the PIN) at an unattended ATM rather than approach the bank’s counter to provide a 
signature.  
47. 
Merchants appreciated the elimination of checks and started installing PIN pads to 
enable more accountholders to use their ATM cards at the point of sale. Accountholders also 
became more comfortable carrying a physical card for purchases. With increased enablement 
across cities and geographic regions, these ATM networks, including STAR, NYCE, and Pulse, 
evolved to become the PIN networks.  
48. 
Only later, after the first introduction of ATM cards, did Visa and Mastercard 
began to build their front-of-card debit products off of their dominant credit card infrastructure. 
As debit emerged, Visa and Mastercard were each joint ventures owned and controlled 
exclusively by their member banks, which comprised virtually all U.S. banks. Visa leveraged the 

 
20 
scale afforded by its member banks to jump start its debit business. When Visa launched its 
point-of-sale debit product, the Visa Check Card, in the 1990s, it was quickly able to scale 
among its member banks, which issued debit cards with the Visa logo. Unlike the PIN networks, 
which processed debit cards over rails designed for ATM networks, Visa processed 
accountholders’ debit purchases over Visa’s existing credit card rails. Visa and Mastercard 
already had access to an existing base of merchants who accepted Visa and Mastercard credit 
cards. This eased the way for Visa and Mastercard to roll out widely usable debit cards, 
especially as Visa’s network rules initially mandated merchants accept both its credit and debit 
products. By working with issuers to add Visa’s credit processing infrastructure to the issuers’ 
installed base of ATM cards, Visa was able to quickly scale its debit offering. 
49. 
Visa’s and Mastercard’s relationships with their respective issuers were exclusive 
until the early 2000s, each prohibiting their issuers from issuing American Express or Discover-
branded credit and debit cards thereby impairing the growth of these smaller networks. The 
Second Circuit found those restrictions were illegal under the antitrust laws and affirmed the 
district court’s injunction against them in 2003, and shortly thereafter Visa and Mastercard 
settled private litigation and agreed to allow merchants to have the ability to accept their debit 
cards without accepting their credit cards, and vice versa. But Visa’s dominance had already 
been cemented.  
50. 
Between 2006 and 2008, both Visa and Mastercard became independent public 
corporations, though banks continued to own significant stock in each of them. Although banks 
were now free to choose to issue a mix of Visa-branded debit cards and other cards featuring 
different networks, most banks chose to issue only Visa-branded debit cards or only Mastercard-
branded debit cards, with the two competing with each other for front-of-card placement. It was 

 
21 
challenging for Visa or Mastercard to displace the other as a bank’s chosen front-of-card 
network, due to the expense and difficulty of issuing new cards to all accountholders. It was also 
rare for any network other than Visa or Mastercard to win front-of-card placement because of the 
large base of merchant acceptance; other networks did not have the same scale of existing 
merchant relationships. Banks often chose to feature only one network—the front-of-card 
network—on debits cards they issued, meaning that merchants could not choose any network 
other than the front-of-card network for routing a particular transaction. 
51. 
That practice ended for issuers of Visa and Mastercard debit cards in 2012 after 
Congress passed the Durbin Amendment. The Durbin Amendment required each debit card to 
support at least two unaffiliated networks. In other words, issuers had to enable at least one 
unaffiliated back-of-card debit network as a competitor to the front-of-card brand (i.e., Visa or 
Mastercard), somewhat improving routing choice for many merchants accepting debit.  
52. 
The Durbin Amendment also set maximum limits on the interchange fees that 
merchants and their banks pay regulated issuers (banks with more than $10 billion in assets) for 
every debit transaction. The interchange cap has a no-evasion rule, which limits a network’s 
ability to provide incentives to issuers by paying them more than the cap. These limits on 
incentives made it even more challenging for Mastercard or other networks to win front-of-card 
placement where Visa was the incumbent network because they often could not fully compensate 
the issuer for its switching costs. 
53. 
Today, Visa is the largest debit card network in the United States. It eclipses its 
smaller rival Mastercard, which has not been able to gain significant share from Visa or restrain 
Visa’s monopoly. Visa is the front-of-card brand for over 70% of the debit card payment volume 
in the United States. Mastercard, by contrast, is the front-of-card brand for around 25% of debit 

 
22 
card payment volume, with American Express and Discover comprising the front-of-card brand 
on a much smaller number of debit cards. As Visa’s former Head of Product North America has 
explained, Visa has “dominance on the front of card.” 
4. PIN Networks Lack Scale and Meaningful Opportunities to Compete 
for Debit Transactions  
54. 
For a debit network to have a chance to win a transaction, it must be placed by the 
issuer somewhere on the debit card it issues. Even if a network is on a card, it may be ineligible 
for certain transaction types unless each party to the transaction—the issuer, the acquirer, and the 
merchant itself—has enabled the debit network to process the particular transaction type.  
55. 
To compete effectively, however, a debit network also needs sufficient scale on 
both the issuer and merchant sides of the debit market. The desirability and effectiveness of a 
debit network depends on the breadth of its acceptance and enablement by all the network 
participants—accountholders, issuers, acquirers, and merchants. For example, the more issuers 
that place a network on a card, and therefore, the more accountholders who may present the debit 
network for payment, the more likely it is that merchants will accept the network, and vice versa. 
This feedback loop is known as network effects. For Visa, this is not a problem: it is the default 
routing option when Visa is the brand on the front of the debit card. As described earlier, 
however, a Visa executive has recognized that for smaller PIN networks and potential 
competitors, building scale on both sides of the market can be a “herculean task.”  
56. 
Despite their smaller size, PIN networks have continued to innovate. While still 
referred to in the industry as “PIN” networks, they have since developed capabilities to process 
debit transactions without requiring a consumer to enter a PIN (referred to as PINless debit 
transactions). While PIN networks require PIN entry after consumers swipe or tap their cards, 

 
23 
PINless technology allows these networks to process card-not-present transactions, such as 
online purchases, and in-person transactions in which the consumer does not enter a PIN. 
57. 
Despite these investments, Visa imposes contractual rules and terms in its 
merchant and acquirer agreements that, as a practical matter, require merchants to route the vast 
majority of their debit transactions to Visa, rather than back-of-card networks, which include the 
PIN networks, none of which has double-digit market share, and Mastercard’s Maestro. Visa’s 
dominance, its exclusionary rules, and the small size of the PIN networks mean that each PIN 
network can compete for only a tiny fraction of all debit transactions. Visa’s contracts with 
merchants and acquirers lock up volume, depriving rivals of scale and limiting routing choices 
artificially. 
58. 
Some transactions must be routed to Visa and are not available to its back-of-card 
competitors under any circumstances. These transactions are non-contestable because those 
back-of-card networks are not available for particular transaction types, such as transactions over 
a certain dollar amount or transactions that fail to meet particular encryption criteria. Card-
present transactions may be non-contestable if the issuer does not allow the network to process 
card-present PINless transactions and the network’s PIN option is unavailable because the 
merchant chooses not to prompt customers to enter a PIN. Moreover, acquirers may not enable 
smaller PIN networks. Card-not-present transactions may be effectively non-contestable if they 
are tokenized, an encryption technology used to facilitate some Visa-branded debit card 
transactions initiated online, in a mobile app, or with a digital wallet. Indeed, only a tiny fraction 
of card-not-present tokenized transactions were routed over an unaffiliated networks’ rails in 
2023. Non-contestable transactions comprise a significant percentage of Visa-branded debit card 
transactions. This is in part due to issuers historically not enabling card-not-present PINless 

 
24 
transactions—at times at Visa’s prompting—which had deterred merchants and acquirers from 
enabling card-not-present PINless acceptance. 
59. 
Merchants feel they must accept Visa or they will lose a substantial number of 
sales and consumers. Because of the large number of consumers using Visa-branded cards, 
nearly all merchants must accept Visa, which in turn requires nearly all merchants to route at 
least the non-contestable transactions to Visa instead of the often less costly back-of-card 
networks. 
5. Alternative Debit Networks  
60. 
Although debit cards are the most common way to make a debit purchase in the 
United States, other options exist. Other ways to make a debit purchase include alternative rails 
developed by fintech firms (hereinafter fintech debit). 
61. 
A fintech debit network can facilitate consumer-to-merchant payments by 
providing end-to-end functionality equivalent to debit card networks: it authorizes payment from 
a consumer’s bank account, facilitates communications with the consumer’s bank to authorize 
and clear the transaction, and provides settlement services by initiating a payment to the 
merchant’s financial institution. Alternative debit networks can complete this final transfer of 
funds using money transfer services available to banks, such as the Automated Clearing House 
(ACH) or Real Time Payment (RTP) networks, which are lower-cost alternatives to Visa’s 
debit offering. 
62. 
Visa recognizes that accountholders may one day remove Visa from its privileged 
place as the dominant middleman between their bank account and the merchant. By combining 
real-time money transfers with additional services—such as a credential that can be used at 
merchants that are members of the network, payment guarantees, dispute capabilities, chargeback 

 
25 
capability, and fraud protection—the alternative debit networks could provide equivalent 
functionality to debit card networks like Visa’s. Visa’s internal documents make clear that Visa 
fears a world in which alternative debit networks mature and potentially take hold if fintechs 
choose to pursue their “network ambitions.”  
IV. 
VISA SYSTEMATICALLY DOMINATES DEBIT TRANSACTIONS IN THE 
UNITED STATES THROUGH EXCLUSIONARY AND ANTICOMPETITIVE 
CONDUCT 
A. 
Visa Has Been the Largest, Most Powerful Debit Network for Over a Decade 
63. 
Visa is one of the most profitable companies in the United States, with global 
operating income of $18.8 billion and an operating margin of 64% in 2022. North America is 
among Visa’s most profitable regions, with 2022 operating margins of 83%. 
64. 
Visa’s U.S. debit business is its largest source of revenue globally. Visa charges 
over $7 billion in network fees on U.S. debit volume annually, earning Visa $5.6 billion in net 
revenue. In 2022, Visa earned more revenue from its U.S. debit business than from its U.S. credit 
business, and more from its debit business in the United States than its debit business in any other 
region in the world. 
65. 
Visa’s incremental cost of each additional transaction on the Visa network is 
“approximately zero.” As Visa’s former CFO put it, “the incremental transaction comes with little 
incremental cost.” Moreover, Visa bears no financial risk for fraud. If someone uses a stolen debit 
card to run up fraudulent purchases, for example, the merchant or the issuer bears the financial 
risk—never Visa.  
66. 
Despite regulatory changes, the rise of e-commerce and mobile payments, the 
introduction of new technology, and an underlying product that is “increasingly viewed as a 
commodity,” Visa’s high share of debit transactions has hardly budged in years. Visa’s rails still 
carry over 60% of all debit transactions and 65% of all card-not-present debit transactions in the 

 
26 
United States while imposing supracompetitive prices, stabilizing prices, and depressing price 
competition. 
67. 
Visa is the front-of-card brand for over 70% of the debit card payment volume in 
the United States. It is nearly three times the size of Mastercard, its next biggest rival, which is the 
front-of-card brand for around 25% of debit card payment volume. No other competitor has more 
than a single-digit share of front-of-card debit card payment volume. As Visa’s former Head of 
Product North America has explained, Visa has “dominance on the front of card.” 
68. 
The fees Visa charges to issuers tend to be smaller than those it charges to 
acquirers. Issuers may avoid higher fees in exchange for taking actions that benefit Visa, as 
further described in Section III.  
69. 
Visa maintains its monopoly in debit both by preventing competitors from gaining 
the necessary scale to challenge Visa and by co-opting would-be competitors. Visa preserves its 
monopoly position against its smaller competitors by making it harder for them to develop scale 
on both sides of the debit market: (1) merchants and their acquirers and (2) accountholders and 
their issuers. For merchants and acquirers, Visa locks up their debit volume with de facto 
exclusive deals that have the practical and economic effect of requiring exclusive routing. For 
issuers, Visa pays them not to take actions that would make it possible for merchants and 
acquirers to route to Visa’s rival PIN networks, such as enabling PINless routing. Broader issuer 
enablement would reduce Visa’s leverage, make more transactions contestable by rival PIN 
networks and, potentially, cause a tipping point for broader merchant enablement. For potential 
competitors, such as digital platforms that contract with Visa, Visa requires or induces them to 
agree not to introduce or support innovative alternatives to Visa’s traditional card-based debit 
rails. The price of not signing a contract is high—Visa imposes onerous penalties. Those high 

 
27 
penalties ensure that virtually all these merchants, acquirers, issuers, and digital platforms choose 
the deal with Visa. 
B. 
Visa Entered into a Web of Contracts to Hinder PIN Networks from 
Competing 
70. 
Visa’s dominance today is the result of a meticulous strategy to lock up debit 
volume to prevent competition at the point-of-sale. It is not an accidental historical artifact of its 
large size or the result of competition on the merits, but instead the result of deliberate efforts. 
Visa’s efforts effectively forestall competition from smaller debit networks (e.g., PIN networks) 
and thwart government regulation implemented over a decade ago, which Visa has seen as 
threats to its dominance.  
71. 
This regulatory threat to Visa was the Durbin Amendment, which took effect in 
2012. The Durbin Amendment sought to facilitate a minimum level of competition in a debit 
system that had historically limited the choices of accountholders and merchants. The Durbin 
Amendment attempted to foster competition by requiring all debit cards to support at least two 
unaffiliated networks. In 2023, the Regulation II clarification adopted by the Federal Reserve 
took effect, which sought to further promote debit competition and clarified that at least one 
network unaffiliated with the front-of-card network on each card must be enabled for card-not-
present transactions.  
72. 
In the years immediately following the passage of the Durbin Amendment, Visa 
recognized that PIN networks, “outspoken merchants,” and other industry participants would use 
the legislation to shift share away from Visa. According to its internal documents, Visa knew it 
needed to act “quic[k]ly and decisively.”  
73. 
Visa responded to the Durbin Amendment by exploiting others’ dependence on 
Visa for certain transactions. Despite Congress’s efforts to facilitate competition, Visa 

 
28 
understood that not all debit transactions can be routed to at least two unaffiliated networks. 
Even with Durbin’s requirement for at least two unaffiliated networks on each debit card, Visa 
has estimated that roughly 45% of Visa card-present transactions are non-contestable. For card-
not-present transactions, the numbers are even higher. Merchants and acquirers frequently have 
only one option for routing a debit transaction: the front-of-card network, which on over 70% of 
debit card payment volume means Visa. These captive transactions give Visa the power to 
demand and enforce significant volume commitments. 
74. 
Visa employs two reenforcing approaches to obtain the volume commitments. 
First, it shares its monopoly profits to buy exclusivity. Second, Visa both charges punitively 
expensive rack rates (listed pricing for network fees and interchange), which are divorced from 
Visa’s incremental costs, to merchants or acquirers that refuse to sign routing agreements and 
includes harsh penalties in its contracts with merchants and acquirers who do sign its agreements 
but fail to achieve the exclusivity requirements.  
1. Visa’s Contracts with Merchants and Acquirers Unlawfully Inhibit 
Competition and Stifle Innovation  
75. 
Most merchants face staggering financial penalties each year unless they route all 
or nearly all eligible debit transactions to Visa, hindering PIN networks’ ability to compete and 
frustrating one of the objectives of the Durbin Amendment. Visa ensures that most merchants 
who route more than a small percentage of eligible debit transactions to alternative networks will 
face higher fees on the non-contestable transactions. 
76. 
Visa has signed routing contracts both directly with many large merchants and 
with acquirers that control the routing decisions for merchants that do not have a direct 
agreement with Visa. Visa pays for their loyalty and imposes harsh penalties if merchants and 
acquirers fall short. Visa sometimes structures its contracts with merchants as a bid for a top 

 
29 
position on the routing table— a ranked list that determines which network a given debit 
transaction should be routed to, given the options available on the debit card used in the 
transaction. Absent a commitment to grant Visa the number one position or other high placement 
on the routing table, Visa threatens to charge the merchant high rack rates on all transactions 
routed to Visa. This is effectively a cliff pricing structure, where meaningfully routing away 
from Visa is yet again punished by the imposition of high rack rates. Dozens of merchants 
representing hundreds of billions of dollars of 2023 debit payment volume have signed contracts 
to route 100% of their eligible debit volume to Visa. For example, in 2023, Visa paid one large 
merchant over $20 million for exclusivity. While Visa’s contracts with merchants and acquirers 
include varying pricing terms, one almost universal constant is that the routing contracts contain 
significant volume commitments.  
77. 
Visa structures its routing contracts, in combination with its posted rack rates (i.e., 
list prices), to artificially increase the cost merchants and acquirers face if they route transactions 
to a Visa competitor. In addition, in many routing contracts, failure to comply with Visa’s 
volume requirements allows Visa to terminate the entire contract early and claw back as early 
termination fees incentives that Visa had previously paid the merchant. Terminating the routing 
contract may impact all the routing partner’s Visa payments volume, both debit and credit: 
certain network fees covered by these contracts apply to both credit and debit transactions, and 
Visa sometimes uses credit interchange discounts to win debit routing.  
78. 
Visa’s routing contracts artificially increase the cost merchants and acquirers face 
if they route transactions to a Visa competitor. Visa’s volume requirements are structured as cliff 
pricing. Cliff pricing (sometimes called “all unit” pricing) grants the merchant or acquirer a 
lower price for every transaction routed to Visa so long as its total volume of transactions 

 
30 
exceeds the committed threshold. If the merchant does not meet the commitment, Visa will 
impose its high rack rates on all transactions routed to Visa. Visa insists on cliff pricing to 
discourage merchants from routing to Visa’s competitors, denying them scale. In other words, 
merchants and acquirers that make a routing commitment to Visa receive substantial network 
fee, interchange, and cash concessions, but only if they meet their volume commitments. Absent 
qualification under limited safe harbors, any shortfall, even one as small as 0.01% of a 
merchant’s volume, gives Visa the right to impose significant monetary penalties on all the 
merchant’s Visa debit transactions (not just the marginal transactions). Each penalty imposed by 
Visa would be an additional cost to routing away from Visa.  
79. 
Merchants and acquirers are willing to accept de facto exclusive deals with Visa 
because they have a substantial number of debit transactions that they cannot route to any other 
network—these are non-contestable transactions. The merchant has only two choices: either 
(1) agree to exclusivity with Visa or (2) pay Visa’s supracompetitive rack rates for non-
contestable transactions and try to route its contestable transactions to Visa’s competitors. Visa’s 
rack rates are frequently higher than the PIN networks’ rack rates. Yet if merchants want to 
secure better rates from Visa, they typically need to route all or almost all their Visa-eligible 
debit volume over Visa rails. Most of Visa’s volume commitments are significant, with a 
minimum threshold of 90–100% of the merchant’s or acquirer’s eligible Visa volume. Thus, Visa 
leverages merchants’ lack of choice for the non-contestable transactions to secure volume for 
additional transactions at higher rates than it would be able to secure in a competitive market. 
80. 
Consider a hypothetical fast-food restaurant that has a Visa routing commitment 
with a cliff pricing structure. During a typical day, the restaurant has one hundred customers who 
present Visa-branded debit cards, all with the same back-of-card network. Fifty of those 

 
31 
customers order online in card-not-present transactions—these transactions may be contestable 
by the back-of-card network. The other fifty customers present Visa-branded debit cards in 
person. Their cards are not enabled by the issuer for card-present PINless transactions on the 
back-of-card network and the customers do not enter a PIN when prompted to do so at the 
payment terminal. These fifty transactions from customers presenting their cards in the restaurant 
are non-contestable.  
81. 
Under the terms of its Visa routing agreement, the merchant can avoid Visa’s high 
rack rates on the fifty non-contestable transactions, but only if it routes all one hundred 
transactions to Visa. If Visa’s rack rate for these transactions is $0.50 per transaction and its rate 
for all one hundred transactions is $0.25 per transaction, then the merchant would either pay 
$0.50 times 50 non-contestable transactions (totaling $25 plus any PIN network fees paid on the 
50 contested transactions) or $0.25 times 100 transactions (totaling $25). This example illustrates 
how a smaller PIN network could only compete for the fifty contestable transactions if it agreed 
to route the transactions for free, which compensates the merchant for the penalties incurred on 
the non-contestable transactions. This is because the price for contestable transactions increases 
dramatically in a “cliff” fashion if the target is not met and rack rates are imposed. In this 
example, the restaurant pays Visa either $25 to send all of the transactions to Visa or, if it does 
not meet the volume requirements of its Visa routing agreement, the cliff pricing is imposed and 
the restaurant pays at least $25 to Visa plus whatever it would owe to the back-of-card network 
for any transactions it routes away from Visa. PIN networks generally cannot route for free so 
the cliff pricing structure has the practical effect of forcing merchants into de facto exclusive 
dealing relationships with Visa for the vast majority of their volume of Visa-branded debit card 
transactions. 

 
32 
82. 
Even some acquirer processors that operate rival PIN networks have agreed to 
exclusive routing deals with Visa. Visa has provided incentives in exchange for volume 
commitments from such acquirers. Visa’s payments disincentivize these competitors from using 
their own networks to vigorously compete.  
83. 
As a result of Visa’s cliff pricing, for a PIN network to win a meaningful set of 
transactions away from Visa, it must do two things. First, the PIN network must offer a better 
per-transaction price than Visa. Second, and more significantly, the PIN network must also 
compensate the merchant for the penalty Visa will impose on all the transactions the merchant 
still has to route to Visa, which is larger than the set of transactions for which the PIN network 
can compete. To compensate some merchants for the loss of Visa incentives on Visa-eligible 
debit transactions, the PIN network may have to offer zero or negative per-transaction prices. 
These penalties reflect significant and cost-prohibitive barriers to expansion for the PIN 
networks. 
84. 
When discussing potentially lowering debit prices, one Visa executive advised 
against it, noting that Visa has such a large number of “uncontested” transactions that the “P&L 
would be hammered. . . . And if you lower the price, there is nothing to put in a routing deal, 
merchant gets it by default with no commitment.” Rather than competing on the merits, Visa 
chose to keep its penalty prices high so it could insulate its supracompetitive profits by creating a 
web of deals to foreclose rivals. 
85. 
To secure even more debit routing exclusivity, Visa sometimes prices other 
products, such as credit, based on how much debit volume merchants route to Visa. In one 
instance, Visa offered credit incentives, among other things, to win routing from Google and to 

 
33 
protect against PINless enablement. Similarly, Visa offered credit incentives to win debit routing 
from a health food supermarket chain.  
86. 
Describing one proposed credit and debit routing contract with a different large 
merchant, a Visa employee wrote, “We continue to believe that we made a very strong offer that 
they cannot replicate with our competitors. While they could recover some (but not all) of the 
value they receive from us for the debit routing, they will lose all credit value. Walking away 
would not be a commercially reasonable decision for them.” As Visa recognizes, PIN network 
competitors do not have credit businesses to raid to buy debit routing.  
87. 
Visa also has a history of introducing new fees that it can so-call “waive” in 
exchange for exclusivity (or near exclusivity) making it difficult for merchants to route 
transactions to different networks. For example, Visa introduced the FANF in 2012 in response 
to threats of increased competition once the Durbin Amendment went into effect. FANF changed 
the structure of Visa’s merchant pricing by charging merchants (through their acquirers) a fixed 
monthly fee for accepting Visa debit transactions. Visa has raised FANF twice in subsequent 
years. FANF is another lever that Visa uses to lock-up merchant debit volume: as an incentive to 
entering into routing volume-commitment contracts. 
2. Visa’s Contracts with Issuers Unlawfully Restrict the Growth of Its 
Debit Competitors  
88. 
Issuers choose the number and identity of debit networks included on their cards. 
While the Durbin Amendment requires that each Visa-branded card include at least one 
additional network not affiliated with Visa, an issuer could choose to enable additional networks, 
thereby increasing the choices available to merchants and driving competition. However, Visa 
uses its monopoly power to induce issuers to limit the enablement of rival networks on their 
Visa-branded debit cards and thereby limit the choices available to merchants. In its issuing 

 
34 
contract with JPMorgan Chase, Visa made this requirement explicit. Chase’s contract with Visa 
provides that only one unaffiliated PIN network can be enabled on 90% of Chase-issued Visa-
branded debit cards. In 2023, Visa entered into an agreement with one of its largest fintech debit 
issuing customers, that limits enablement to a single non-Visa network for all debit cards issued 
through that fintech entity’s partner issuing banks. 
89. 
Visa’s contracts with other large and small issuers achieve a similar effect through 
different means. Visa has nearly 1,000 issuing contracts that contain significant volume 
incentives, which strongly deter the issuer putting more debit networks on the back of the card. 
These contracts frequently contain standardized volume requirements whereby the issuer must 
maintain its annual growth of Visa debit transactions in line with Visa’s overall debit growth in 
the United States, which helps ensure that Visa’s share of the issuer’s transactions does not 
decrease.  
90. 
Visa debit volume gives Visa the power to impose significant monetary costs. For 
example, if an issuer does not meet the system growth requirement, it could be required to pay an 
early termination fee comprised of a percentage of the benefits it has already earned plus a 
multimillion-dollar fixed fee.  
91. 
Visa debit volume targets incentivize issuers not to enable additional networks on 
their debit cards and not to enable existing networks for additional transaction types (e.g., 
PINless routing). For example, in a 2020 issuing contract Visa included a minimum volume 
requirement that was designed to “mitigate a shift to PINless, RTP [Real Time Payment], etc.” 
The language Visa obtained was viewed as “good enough” by senior Visa executives to “protect 
for PINless” because the only way the issuer could protect its volume was to “dump[] their debit 
network (Shazam) if it starts shifting volume.” Similarly, Visa “signed incremental debit 

 
35 
incentive deals” with a number of large issuers and, as a result, Visa thought they were “unlikely 
to enable PINless on F2F [face-to-face] transactions.” Many smaller issuers also rely on their 
issuer processors to make network selections, and there too Visa enters into agreements that are 
designed to “[p]rotect and grow existing [payment volume] from small issuers and discourage 
PINless enablement.”  
92. 
Visa’s issuer contracts reinforce the protections created by Visa’s merchant and 
acquirer routing contracts by creating artificial barriers to expansion and, in effect, expanding or 
entrenching the transaction volume that is non-contestable. Regardless of a merchant’s preferred 
routing choice, only networks enabled on a Visa-branded debit card can compete for the 
transaction. By virtue of being the dominant front-of-card network, Visa is enabled to process all 
transactions on over 70% of debit card payment volume in the United States.  
93. 
Like Visa’s routing contracts with merchants and acquirers, Visa’s volume 
requirements in issuing contracts are structured as cliff pricing. Any meaningful shortfall gives 
Visa the right to impose significant monetary penalties across all Visa debit transactions (not just 
the marginal transactions). If the issuer does not achieve the agreed level of exclusivity in any 
given year and that failure is attributable to any affirmative actions by the issuer, including 
enablement of any additional PIN networks, then Visa has the right to apply significant monetary 
penalties or even an early termination penalty. 
94. 
Visa sometimes leverages discounts on other products, such as its Debit 
Processing Services (DPS), to win issuer routing volume, similar to how it leverages discounts 
on other products to win merchant routing volume. Visa has packaged card-brand issuance 
contracts with its DPS processing services to win business from large banks. 

 
36 
3. Visa’s Response to the Durbin Amendment Successfully Protected Its 
Monopoly from Competition.  
95. 
 Visa feared that competition from PIN networks post-Durbin would erode its 
monopoly share of debit. Initially, the Durbin Amendment had some success in allowing the 
smaller PIN networks to grow share. While Visa initially lost share, it quickly recovered and 
increased its high share throughout the 14 years since the Durbin Amendment took effect.  
96. 
Since the enactment of the Durbin Amendment, smaller networks have attempted 
to chip away at Visa’s dominance. For example, in the early years following the Durbin 
Amendment, Mastercard launched a PINless program for Maestro targeted at Visa-branded debit 
cards. But any gains were short lived. Again and again, Visa leveraged its tremendous scale and 
sheer volume of non-contestable transactions to penalize disloyalty from merchants, acquirers, 
and issuers, at the expense of competitors, consumers, merchants, and other market participants. 
Visa, by its own recognition, continues to win despite PIN networks generally offering lower 
prices.  
97. 
The Dubin Amendment did not exempt Visa, other debit networks, and issuers 
from complying with the antitrust laws. Rather, the Dodd-Frank Act, 12 U.S.C. § 5303, which 
includes the Durbin Amendment, provides that it is complementary to the antitrust laws, 
including the Sherman Act, and that requirements imposed on companies are in addition to, not 
to the exclusion of, those provided by the antitrust laws.  
98. 
In response to this new regulatory landscape, Visa has engaged in a relentless 
strategy of locking up the entities that control routing decisions and has now entered de facto 
exclusive routing contracts with over 180 of its largest merchants and acquirers. Visa’s merchant 
and acquirer contracts cover over 75% of Visa’s debit volume and results in the foreclosure of at 
least 45% of total U.S. debit volume. This denies competitors the scale necessary to compete 

 
37 
effectively, because issuers have a lower incentive to add networks to the debit cards they issue 
if merchants predominantly route to Visa. Visa’s contracts with issuers magnify this problem. 
Visa uses its contracts with issuers to incentivize the issuers to make decisions—like choosing to 
disable card-present PINless or choosing not to enable it—that may make more transactions non-
contestable, providing Visa with additional leverage over merchants and acquirers. 
99. 
Visa deployed a similar response strategy in reaction to the Federal Reserve’s 
October 2022 clarification of the rules implementing the Durbin Amendment, referred to as 
Regulation II. In anticipation of the Regulation II clarification going into effect, Visa strategized 
to secure more volume under routing deals, to target merchant and acquirer deals with early 
termination fees for longer, firmer commitments of routing volume as well as to renew issuing 
agreements. Visa then took steps to ensure volume was locked up prior to the regulation going 
into effect. 
4. Visa Uses Its Monopoly Power to Deprive Its Rivals of Scale 
100. 
When two-sided transaction platforms like Visa “achieve scale on the two sides, 
it’s an enormous moat around their business, and far more powerful than a one-sided but still 
network effect businesses (e.g., Facebook, Microsoft Word, etc.).” Visa’s separate contracts 
across both sides of the debit market—accountholders and issuers on one side and merchants and 
acquirers on the other—widen the moat around its business and prevent any other debit network 
from gaining a meaningful share of the debit market. On one side of the market, Visa 
incentivizes issuers to enable fewer networks and fewer routing options on each non-Visa 
network. Because fewer issuers enable Visa’s PIN-network competitors and all their features, 
merchants and acquirers on the other side of the market are less likely to take the time and 
expense to enable routing to PIN networks.  

 
38 
101. 
Rival networks cannot grow their networks to sufficient scale or improve their 
networks’ features. They’re caught in a vicious cycle as they lack enough usage and acceptance 
on either side of the market to effectively compete with Visa. This network effects phenomenon 
results from the difficulty in building scale on both sides of a two-sided market—as described 
before, a “herculean task.” 
102. 
Visa uses its power to ensure control over non-contestable transactions and then 
leverages its control over those transactions to demand and enforce exclusivity. To overcome 
Visa’s scale advantage, a PIN network must not only compete on the merits for transactions it 
seeks to route, but also compensate the merchants, acquirers, and issuers for the cost of penalties 
imposed by Visa on all non-contestable transactions that the PIN network is not eligible to route.  
103. 
Visa has made it nearly impossible for PIN networks to win additional share. 
Despite the increased placement of PIN debit networks on the back of cards after the 
implementation of the Durbin Amendment and the PIN debit networks’ development of new 
features to compete more closely with Visa and Mastercard, Visa has cut off PIN debit networks 
from gaining sufficient usage and acceptance on either side of the market to overcome network 
effects. Collectively, the PIN networks represent approximately 11% of all debit transactions 
(and only 5% of card-not-present debit transactions). No PIN debit network has more than a 
single-digit share of debit transactions in the United States.  
104. 
In the years since the Durbin Amendment, smaller networks have tried to win 
transactions from Visa by offering lower fees, innovating, and broadening their features. But the 
returns to these efforts were minimal, Visa used its immense size and large volume of non-
contestable transactions to stifle these attempts at competition.  

 
39 
105. 
A lack of scale also inhibits smaller networks from offering fraud protections 
equivalent or better than the market leaders because networks need sufficient transaction data to 
have acceptably robust fraud detection. Visa claims internally that absent sufficient transaction 
data, PIN networks are unable to match Visa’s speed and accuracy at identifying fraud. Visa just 
“see[s] more” and, by its own recognition, continues to win despite PIN networks generally 
offering lower prices.  
106. 
Visa is aware of these market dynamics and exploits them to limit competition. In 
Spring 2023, one Visa executive observed that less than half of the debit volume in the United 
States was enabled by issuers to be processed as a card-present PINless transaction, and “[a]s a 
result, many merchants have not enabled CP [card-present] PINless.” Acknowledging that issuer 
enablement influences merchants’ enablement decisions, Visa feared that a large U.S. issuer 
enabling card-present PINless could “create a tipping point . . . for more [acquirer] processors 
and merchants enabling and routing CP [card-present] PINless.” Visa thought growing card-
present PINless enablement would lead to more competition from its debit network rivals. 
107. 
For instance, in 2023, JPMorgan Chase had Visa-branded debit cards with 
Mastercard’s Maestro as the back-of-card network unaffiliated with Visa. Although Chase’s 
contract with Visa prohibited it from adding a second back-of-card network, Chase requested a 
waiver of this contractual requirement from Visa. Chase wanted to also add Discover’s Pulse 
network to the back of its Visa-branded debit cards to comply with Regulation II clarification 
announced in 2022. At the time, Maestro did not offer the card-not-present PINless functionality 
whereas Pulse offered both card-present and card-not-present PINless functionality. Visa 
executives feared that if Chase enabled Pulse on the back of its debit cards, “more than 60% of 
the CNP volume will be priced lower than Visa by the unaffiliated networks. As that happens, 

 
40 
more merchants [] will adopt PINless, resulting in lower transaction win rates for Visa, as well as 
a decline in effective transaction clearing price.” Visa executives were concerned that if Chase 
enabled Pulse’s PINless functionality, it could create a tipping point for more processors and 
merchants to enable and route to PINless, driving an “additional 5-10% in merchant volume to 
be enabled for PINless.” Fearing that a PIN network would win more widespread placement and 
enablement on both the issuer and merchant sides of the market, Visa granted only a short-term 
waiver of its back-of-card network restriction clause to allow Chase to temporarily add Pulse as a 
second unaffiliated network the back of its debit cards, but also required that Chase enter a debit 
routing agreement with Visa.  
C. 
Visa Uses Its Monopoly Power to Squash Innovative Alternatives to Its Debit 
Network  
108. 
Debit cards are not the only way for consumers to pay directly with money in 
their bank accounts. For instance, consumers may also use an alternative debit network, such as 
those created by fintech companies. Fintech debit networks cut Visa out of the transaction (see 
Figure 3 below). They rely on a consumer’s bank account number, rather than a debit card 
credential, to make real-time purchases directly from the consumer’s bank accounts. These 
potential debit competitors’ networks may not require a network like Visa’s. In place of a 
physical or virtual card, fintech debit networks may store consumers’ bank account credentials, 
allowing accountholders to purchase goods and services from merchants that participate in their 
networks. Visa’s CEO has recognized that these sorts of “disruptive innovations are happening 
elsewhere in the world.” Visa fears that potential competitors would attempt to replicate those 
successes in the United States.  

 
41 
Figure 3 
 
 
109. 
These potential debit competitors could be embedded in different types of 
payment solutions, such as digital wallets and other fintech products. Well-known digital wallets 
include Apple Pay, Google Pay, and PayPal. Digital wallets are software-based systems, usually 
on a smartphone or computer, that store a consumer’s payment credentials—including debit 
cards, credit cards, and, in some wallets, fintech debit networks—to fund consumer-to-merchant 
transactions. 
110. 
Visa’s philosophy towards preserving its monopoly from attacks by new 
competitors can be boiled down to the words of its former CFO: “[E]verybody is a friend and 
partner. Nobody is a competitor.” As Visa’s former CFO went on to say, “The only issue is to 
figure out how to make it worth their while to partner with us. And so far, we’ve managed to do 
that, whether it’s with wallets, whether it’s with large tech companies, whether it’s with large 
merchants. And as long as we keep doing that and keep our network valuable for everyone, 
things should be fine.” This strategy has worked. 
111. 
Over the past decade, there has been a substantial increase in the number and 
volume of debit transactions that occur online. The rise of mobile payments and the COVID-19 
pandemic have fueled this significant change in the industry. This trend, however, has not seen a 

 
42 
corresponding rise in the adoption of new payment methods—new technologies and new 
services continue to largely run on the payment rails of the past. This is because Visa has used its 
monopoly power in debit markets to stifle potential competitors, such as fintech debit networks, 
from creating or enhancing any payment methods that compete with Visa. Visa’s conduct is 
deliberate and part of a strategy to maintain its monopoly. Visa is always on the lookout for ways 
new payment technologies could reduce or eliminate the need for Visa to act as an intermediary 
between both sides of a debit transaction. Rather than compete with alternatives to its debit rails, 
Visa “seek[s] to partner with technology disruptors to mitigate threats whenever possible. . . . 
Identify and partner with emerging players before they become disruptors.”  
112. 
At the heart of the strategy is a quid pro quo: Visa uses “custom incentives 
programs” to “target a small number of Visa’s largest and most influential merchants for a 
custom incentive arrangement in return for disintermediation/non-discrimination protections, 
non-disparagement, and future commitments.” These contracts amount to a horizontal product 
market division. As Visa describes it, “These are not routing deals, these are relationship give 
away deals that have nothing to do with routing.” In some cases, Visa “make[s] less money than 
[they] would in a worst case do nothing” scenario. 
1. Visa Fears that Fintech Debit Networks Will Disintermediate Its 
Lucrative Debit Business  
113. 
Since at least 2013, Visa has been concerned that fintech debit networks would 
displace Visa as an intermediary between both sides of a debit transaction. A fintech debit 
network can facilitate consumer-to-merchant payments by providing end-to-end functionality 
equivalent to debit card networks: it authorizes payments from a consumer’s bank account, 
facilitates communications with the consumer’s bank to clear the transaction, and provides 
settlement services by initiating a payment to the merchant’s financial institution. The fintech 

 
43 
debit networks provide additional capabilities like payment guarantee for merchants, dispute 
resolution and chargeback services, and fraud protections.  
114. 
Visa’s fear of disintermediation has been exacerbated by two developments: 
increasing availability of alternative payment rails that move money in real time, and a growing 
number of fintech firms that are able to build upon these payment rails to compete with Visa, 
particularly Visa’s lucrative card-not-present debit business. Other participants in the payments 
ecosystem, such as payment processors, banks, and firms that have the ability to build the 
necessary connections between consumer bank accounts and merchants, also have the capability 
to offer fintech debit network services. As Visa recognized, real-time fintech payments “will 
become a viable merchant option: positioned and priced as a ‘Substitute for Debit.’”  
115. 
Visa feared that its Big Tech “frenemies” would launch debit networks that 
compete with Visa by displacing card-based funding options with payments directly from 
consumers’ bank accounts. This fear was heightened by new, non-card-based payment rails 
which created cheaper alternatives to Visa’s payments rails. For decades, payment networks have 
facilitated bank transfers via ACH, an interbank payment service which took several days to 
settle payment and even longer to make funds available in a consumer’s bank account. However, 
new alternatives have developed. Innovative fintech firms have sought to build new capabilities 
on ACH and even new infrastructure that provides a faster alternative to ACH (known as real-
time payments or RTP). For example, The Clearing House launched RTP Network, a real-time-
payments network that allows immediate clearance and settlement of transactions, and the 
Federal Reserve launched FedNow in 2023 to provide instant payment services between 
depository institutions. As faster payment alternatives emerge and banks begin to connect to 
them, they create the opportunity for making funds available in as close to real time as possible.  

 
44 
116. 
To date, few digital wallets or other potential fintech debit networks have 
incorporated these new real-time payments networks. Digital wallets are financial transaction 
applications, usually stored in a smartphone or computer, that can be used to complete consumer-
to-merchant transactions at more than one retailer using a stored payment credential. Digital 
wallets may enable consumers to pay for goods and services with funds in the wallet—these 
types of wallets are known as staged digital wallets or stored value wallets. Staged digital wallets 
may use funds preloaded in the wallet or may pull funds into the wallet from a linked bank 
account (such as a checking account, using either a debit card or a bank account number) to 
make transactions. In the United States, PayPal and Square’s Cash App operate as staged digital 
wallets. A second type of digital wallet, called a pass-through wallet, transmits a consumer’s 
payment credentials (such as a debit card account number) directly to a merchant’s acquirer, 
which then uses those credentials to process the payment in a manner similar to a traditional 
debit transaction. Apple Pay and Google Pay are two popular examples of pass-through digital 
wallets.  
117. 
Visa is particularly concerned with potential competitors that have relationships 
with both accountholders and merchants, because these companies are positioned to build the 
scale necessary to succeed as a payment platform. Visa knew that tech companies like PayPal, 
Apple, and Square had acceptance at millions of merchants and relationships with over one 
hundred million accountholders in the United States. Like traditional debit networks, fintech 
debit networks require both consumer and merchant participation. Consumers enroll in the 
fintech company’s network, including going through the steps to link their bank accounts. 
Merchants also enroll in the service. 

 
45 
118. 
For example, Visa understood that Apple Pay’s broad merchant acceptance and 
popularity with consumers represented “an existential threat” to Visa’s debit business. Visa has 
consistently viewed Apple as a threat, in large part due to its broad merchant acceptance and 
broad base of Apple Pay users. Visa feared that Apple on its own, or in partnership with another 
entity, could build its own payment network independent of Visa’s rails. Visa was aware that 
Apple had approached a large debit issuer about building a network without Visa or Mastercard. 
2. Visa Leveraged Its Debit Monopoly to Prevent PayPal and Others 
from Disintermediating Visa with Staged Digital Wallets 
119. 
According to one Visa executive’s assessment, the only major entity to 
successfully disintermediate Visa in the United States is PayPal. But in 2016 Visa blunted this 
threat by signing a massive deal with PayPal, using Visa’s standard playbook of threatening high 
fees and dangling big payoffs to move PayPal transaction volume back to Visa’s rails and stop 
PayPal from competing aggressively against Visa.  
120. 
In the 2000s and early 2010s, many merchants started accepting PayPal as part of 
their expansion into e-commerce. Some of PayPal’s customers used their Visa debit cards to pay 
for transactions at these merchants, including many online small- and mid-sized businesses. As a 
result, PayPal brought significant incremental volume to Visa, which Visa initially 
supported. But in 2015, when PayPal was spun-off from its parent company, eBay, Visa’s view 
of PayPal changed. Visa viewed the new company as an “innovative competitor that will be 
more aggressive as standalone entity.” In particular, Visa was concerned about PayPal’s scale 
and its move to encourage PayPal users to pay directly for goods and services with their bank 
accounts rather than with their debit or credit cards.  
121. 
PayPal offered a staged digital wallet with an alternative debit credential: 
accountholders loaded funds into their PayPal wallet using their bank credentials and could make 

 
46 
purchases using ACH. ACH transactions from PayPal’s wallet included many of the same 
features as debit, such as fraud detection, fund guarantees, and the ability to dispute a 
transaction. Visa wanted to discourage staged digital wallets, such as PayPal, because it viewed 
them as an “increased disintermediation risk for issuers and Visa” which came with a 
“cannibalization risk.” A Visa executive viewed having a commercial relationship with a 
company supporting a staged wallet model as a “line that must never be crossed.”  
122. 
Visa had an ace card in its negotiations with PayPal. Even with PayPal’s new 
model encouraging consumers to pay directly with their bank accounts, a substantial number of 
its customers had continued to make payments through PayPal using their Visa-branded debit 
cards. To squash PayPal’s use of ACH in the staged digital wallet model, Visa used the threat of 
exorbitant wallet fees and high rack rates on these Visa transactions to induce PayPal to enter 
into a new, expansive routing contract. PayPal risked losing customers who used Visa on its 
platform if it told them they could no longer use their Visa-branded cards, and so it had little 
choice but to take the deal. 
123. 
At this time, PayPal was also entering into new partnerships to bring its payments 
innovations to in-store merchants. Visa stymied these partnerships by imposing a restriction on 
ACH funding transactions when the PayPal customer had an existing Visa-branded card in their 
PayPal wallet. While Visa relaxed its restrictions in 2021, Visa mandated information sharing so 
that it could monitor PayPal’s product success and to this day restricts PayPal’s in-store ACH 
funding transactions to a QR code model whereby a consumer must scan a merchant’s QR code 
before connecting to PayPal to complete a transaction. Visa’s continued restrictions on PayPal 
add frictions that limit the use of PayPal as an in-store alternative to Visa.  

 
47 
124. 
In 2022, PayPal and Visa entered into a new 10-year contract that limits PayPal’s 
incentives and ability to disrupt the debit market. This includes a debit routing commitment of 
100% of its Visa-eligible volume from years four to ten, penalties for failing to convert its co-
branded debit cards to Visa, a requirement to participate in certain Visa programs and services, 
and preservation of most of Visa’s “customer choice” provisions, which preference Visa 
payment methods over other competitive alternatives. Visa’s continued dominance of the debit 
market and the looming threat of Visa’s exorbitant wallet fees and rack rates left PayPal with few 
alternatives to compete on Visa’s terms. 
125. 
Since 2016, Visa has threatened to impose the staged digital wallet fee on other 
entities, but all have signed deals with Visa rather than pay it. Visa views the fee as “a behavioral 
fee to reflect the propensity of SDWOs [staged digital wallet operators] to disintermediate Visa,” 
and waives the fee if the wallets behave as Visa demands. In other words, Visa offered the staged 
digital wallets a choice: agree not to compete with Visa or pay substantial targeted fees that make 
the alternative networks far less profitable to operate. 
126. 
Visa has also entered into a series of contracts with Square that have foreclosed 
Square from competing aggressively against Visa and prevented Square from developing a 
viable alternative for consumer-to-merchant payments.  
127. 
In 2013, Square launched a new service, Square Cash (later called Cash App) that 
enabled person-to-person payments. Square sought to avoid additional Visa fees for Square Cash 
so that it could facilitate such payments using debit cards. Visa worried that if it did not sign a 
contract for Square Cash, Square was “likely to build in an ACH option.” An ACH routing 
option (which requires a consumer to link their bank account credential) would pose a threat to 

 
48 
Visa’s debit payment volume because Square could use the bank account credentials from 
person-to-person transactions to launch a new consumer-to-merchant debit product.  
128. 
Visa chose to participate in Square Cash and offered not to charge high rack rates 
for transactions using Visa’s debit network, but Visa required that it have the right to terminate 
for convenience, in case Square started to compete with Visa. Visa believed it got two main 
benefits from the deal: (1) the debit routing commitment; and (2) “non-disintermediation, of 
which the major concern is ACH.”  
129. 
After signing the first contract with Square in 2014, a Visa executive stated, 
“we’ve got Square on a short leash and our deal structure was meant to protect against 
disintermediation.” 
130. 
In 2016, Square innovated and announced a new product, called “Cash Drawer” 
that allowed users to store funds in their Square Cash account, similar to PayPal and its person-
to-person payments platform Venmo. Visa was concerned that the product was a “greater 
disintermediation threat” that had the potential to disrupt its (and its issuer clients’) profitable 
debit rails. 
131. 
Visa acted quickly to prevent any disruption. Visa sent a letter of intent to 
terminate its contract with Square, reporting to Square that Cash Drawer was a “huge deal for 
us” and a “third rail” issue as “a staged wallet model was antithetical [to] what we worked so 
hard to develop together with Square Cash.” Faced with the risk of paying higher fees and other 
penalties on its Visa debit transactions, Square quickly backed down and removed the feature; 
Visa did not terminate the contract.  
132. 
More recently, Square launched Cash App Pay, which enables consumers to use 
Cash App to make purchases from merchants. This new product would trigger Visa’s 

 
49 
burdensome staged digital wallet fees, and Square asked Visa to waive those fees. Visa 
recognized that these threatened fees gave it “a significant lever in negotiation.” As one Visa 
executive noted after the launch of Cash App Pay, “Square’s approach is predictable and follows 
the disintermediation playbook to the letter.” But in 2023, Visa used the leverage from the staged 
digital wallet fees to obtain commitments from Square that it would route 97% of its Cash App 
Pay transactions over Visa’s rails, which would preference Visa in Cash App Pay signup flow 
and default settings, and would not steer customers to ACH in Cash App Pay. 
3. Visa Uses Its Leverage Over Its Potential Debit Competitors, 
Including Apple, Paying Them Not to Create or Promote Competitive 
Products  
133. 
Even for entities that do not operate staged digital wallets, Visa guards against the 
potential of being disintermediated. Many of Visa’s potential competitors are also Visa 
customers. Visa uses its monopoly power, and the threat of imposing its high fees, rack rates, and 
other penalties, to induce potential competitors to sign contracts that preserve Visa’s prime 
position in the payments ecosystem. Each year, Visa spends a portion of its supracompetitive 
profits to buy off potential competitors, ensuring Visa can continue to reap the financial benefits 
of its monopoly.  
134. 
Visa benefits from partnering with established Big Tech players like Google and 
Apple by obtaining “total control of ecommerce acceptance and online payments flow in their 
ecosystems.” 
135. 
Visa targets a small number of Visa’s largest and most influential Big Tech 
merchants with custom incentive arrangements on Visa-eligible debit volume in return for 
commitments from them to not dislodge Visa as the middleman, and other future commitments. 
These contracts amount to a horizontal product market division. As a Visa executive clarified, 
the incentive deals Visa has reached with Apple and Amazon, “are not routing deals, these are 

 
50 
relationship give away deals that have nothing to do with routing.” In some cases, Visa 
recognizes that its choice to enter into a routing deal might not be as profitable absent an impact 
on competition, stating that Visa “make[s] less money than [it] would in a worst case do 
nothing” scenario. 
136. 
For example, Visa has deals with Apple in which Apple agrees that it may not 
develop or deploy payment functionality with the aim of competing with Visa, such as creating 
payment functionality that relies primarily on non-Visa payment processes or payment products. 
Apple is also barred from providing incentives “with the intent of disintermediating Visa or 
inciting customers to cease using Visa Cards.” In return, Visa shares its monopoly profits with 
Apple. Visa has also provided Apple with reduced merchant fees in exchange for Apple’s 
commitment not to “build, support, or introduce payment technologies that disintermediate Visa” 
or steer customers to third party payment methods such as ACH. Visa payments to Apple 
amounted to hundreds of millions of dollars in 2023.  
137. 
Visa recognized internally that the benefit of Visa’s disintermediation terms with 
Apple was “volume staying on Visa.” When Visa first entered its contract with Apple in 2012, 
Visa wanted the “right to terminate [the] deal if [a] competitor or competitive products emerge.” 
As Visa noted: “Cooperation is preferred.” Visa has continued to condition its participation on 
Apple maintaining its status as a non-competitor to Visa. In 2022, Visa worried that its 
relationship with Apple was at a “tipping point,” as Apple created new inroads into the 
traditional debit and credit ecosystems. Visa viewed Apple as an “existential threat” that could 
negatively affect both Visa’s yields and its transaction volumes. Visa’s strategy has been to align 
its incentives with Apple, which Visa refers to as a “mutually assured destruction principle.” 
Visa’s key question for its Apple relationship: “Do we partner with Apple and if so, how?” Visa 

 
51 
has always answered that question in the affirmative, with massive payments and financial 
incentives to Apple. 
V. 
ANTICOMPETITIVE EFFECTS  
138. 
For years, Visa has been able to maintain its dominant position in the market 
through actions that harm competition. Its web of exclusionary and anticompetitive contract 
terms and its control over currently non-contestable transactions both excludes competition for 
those transactions that can—and should—be contested and insulates those currently non-
contestable transactions from competition in the future.  
139. 
Absent Visa’s exclusionary and anticompetitive contracts with merchants, 
acquirers, and issuers, and other industry participants, Visa’s back-of-card competitors (i.e., PIN 
networks, including Mastercard’s Maestro), would have the chance to gain the scale needed to 
compete effectively with Visa and offer banks and merchants real choices. Absent Visa’s 
exclusionary and anticompetitive contracts with potential fintech rivals, those would-be 
competitors would have greater incentive to innovate and compete more directly with Visa—and 
Visa would have more incentive to respond—offering consumers and businesses new choices 
and better features. Thus, absent Visa’s anticompetitive and exclusionary conduct, competition 
from current and potential rivals would increase competition and likely lead to lower fees, better 
service, or greater innovation. 
140. 
Visa’s exclusionary and anticompetitive conduct has broken the competitive 
process that should benefit other market participants, including issuers, acquirers, merchants, and 
consumers. Visa’s conduct prevents its rivals from being enabled on both the consumer (issuer) 
and merchant (acquirer) sides of the debit networks at a scale to compete effectively with Visa. 

 
52 
141. 
Visa’s success in its anticompetitive endeavors is both facilitated and reflected by 
the substantial foreclosure of competition it has achieved in the relevant markets. Visa itself 
calculated that by the end of 2022 at least 75% of all its debit volume—and 80% of its card-not-
present debit volume—were insulated from competition by its rivals through its contracts. 
Looking beyond the debit volume Visa received, its merchant and acquirer routing contracts 
alone foreclose at least 45% of all debit transactions in the United States, and an even higher 
fraction of card-not-present debit transactions. 
142. 
Visa’s exclusionary and anticompetitive conduct creates a vicious cycle that 
further insulates it from competition. By locking up debit volume through agreements that 
constrain competition on both sides of the market, Visa has deprived rivals of the scale they need 
to offer effective competition now and in the future. This means that rival networks have limited 
or no ability to compete on price and quality (e.g., fraud detection) today. Visa’s agreements 
limit how much additional volume rival networks can win if they lower prices or invest in new 
benefits or features. This reduces the benefits to PIN networks of cutting prices or investing in 
new benefits and innovative features. And weakening its rivals in these ways not only protects 
Visa from competition for transactions that should be subject to competition today, but also 
reduces the chances that those rivals can offer the features and services necessary to erode Visa’s 
advantage on non-contestable transactions later, such as further development of PINless routing. 
143. 
Visa’s exclusionary and anticompetitive conduct has stopped beneficial 
innovation in other ways. For more than a decade, Visa has sought to delay or deter the 
development of fintech network services that would offer Americans new ways to pay merchants 
directly from their bank accounts. This has likely delayed or deterred the introduction of features 
such as staged digital wallets, store-credit or discount offers in digital wallets, or other features 

 
53 
that would increase convenience and security and build closer relationships between merchants 
and consumers. Visa’s efforts have not only reduced innovation from other companies that 
would benefit consumers and businesses today, but also its own incentives to innovate: Visa 
admitted that it has not materially invested in innovation in the last decade other than its 
tokenization efforts.  
144. 
Vigorous competition should constrain Visa’s prices and spur its investment in 
innovation and benefits for its customers and American consumers. But that sort of vigorous 
competition is exactly what Visa has worked so hard to avoid. Visa insulates its debit transaction 
volume from competition whenever it can; sometimes by foreclosing rivals from being able to 
meaningfully compete for significant shares of the market and sometimes by reducing incentives 
to compete via imposing fees or providing financial benefits. Visa’s conduct further suppresses 
incentives of current and potential rivals—as well as its own incentives—to compete and 
innovate.  
145. 
But competition, not Visa, should control whether and how issuers, acquirers, 
merchants, and consumers interact with each other. Competition, not Visa, should set the fees 
that those issuers, acquirers, merchants, and consumers pay directly or indirectly to debit 
networks. And competition, not Visa, should set the pace of innovation—from both rivals and 
Visa itself—of features and services that benefit consumers, merchants, acquirers, and issuers in 
the markets for debit transactions.  
146. 
Visa has done exactly what it intended to do: capture a substantial volume of 
contestable transactions through anticompetitive means, preserve or expand the pool of non-
contestable transactions, block or discourage competitive threats from current or would-be rivals, 
and benefit from the monopoly that results. Since the enactment of the Durbin Amendment, PIN 

 
54 
networks have attempted to chip away at Visa. For example, in the early years following the 
Durbin Amendment, Mastercard launched a PINless program for Maestro targeted at Visa-
branded debit cards. But any gains were short lived. Visa repeatedly leveraged its massive scale 
and immense volume of non-contestable transactions to penalize disloyalty from merchants, 
acquirers, and issuers, at the expense of competitors, consumers, merchants, and other market 
participants. Visa, by its own recognition, continues to win despite PIN networks generally 
offering lower prices. 
VI. 
NO COUNTERVAILING FACTORS 
147. 
There are no valid, procompetitive benefits to Visa’s exclusionary conduct that 
outweigh its anticompetitive effects or cannot be obtained through less restrictive means. Visa’s 
anticompetitive contract terms and related conduct are not reasonably necessary to protect Visa’s 
technology, incentivize customer growth, prevent free riding, or achieve any other claimed 
benefit. Visa can achieve any legitimate, procompetitive objectives without imposing the 
anticompetitive terms challenged in this case, or those benefits could be achieved through less 
restrictive means. Moreover, Visa’s agreements with current and potential direct competitors are 
not ancillary to its vertical relationship. Rather, they are simply divisions of the relevant markets 
by direct competitors.  
VII. 
THE RELEVANT U.S. DEBIT MARKETS 
148. 
Courts define a relevant market, which has both a geographic and product market 
dimension, to help identify the lines of commerce and areas of competition impacted by alleged 
anticompetitive conduct. There can be multiple relevant markets covering the same or similar 
products and services and markets need not have precise metes and bounds.  

 
55 
149. 
There are two relevant markets for purposes of identifying Visa’s unlawful, 
exclusionary conduct. General purpose debit network services in the United States is a relevant 
market. General purpose card-not-present debit network services in the United States is also a 
relevant market, one that is narrower and included within the market for general purpose debit 
network services in the United States.  
A. 
The United States Is a Relevant Geographic Market  
150. 
The United States is a relevant geographic market. Federal laws and regulations 
that govern debit transactions, including card-not-present transactions, operate at the national 
level. Visa organizes its U.S. debit business at the national level, as demonstrated by its separate 
rules governing merchant acceptance in the United States and its separate pricing of debit, 
including card-not-present debit, to merchants, acquirers, and issuers in the United States. The 
relevant parties to a debit transaction—consumers, issuers, acquirers, and merchants—could not 
practicably turn to debit network services offered elsewhere as alternatives. Therefore, a firm 
that was the only seller of general purpose debit network services or general purpose card-not-
present debit network services in the United States would be able to maintain prices above the 
level that would prevail in a competitive market. 
B. 
Relevant Product Markets 
151. 
There are two relevant product markets: (1) general purpose debit network 
services; and (2) general purpose card-not-present debit network services. 
1. General Purpose Debit Network Services Are a Relevant Product 
Market  
152. 
General purpose debit network services are payment products and services that 
facilitate the debit (i.e., withdrawal) of funds directly out of a consumer’s bank account, often 
using a credential or other account number to identify the consumer. Visa and its debit card 

 
56 
network and fintech debit competitors provide products and services that are inputs to and that 
enable debit transactions. They compete to provide debit network services for general purposes, 
meaning that their debit credentials are accepted at numerous, unrelated merchants. These 
networks sell services simultaneously to both issuers and acquirers, or, in the case of some 
alternative debit networks, accountholders and merchants. They serve as intermediaries between 
accountholders and merchants, operating two-sided transaction platforms that facilitate 
transactions between merchants and accountholders from their respective bank accounts. These 
services that Visa and its debit network competitors enable constitute a relevant product market. 
153. 
Debit networks, like Visa, provide a variety of services that enable a debit 
transaction, and this suite of services constitutes a product that is jointly consumed by merchants 
and accountholders (as well as the acquirers and the issuers). These services include the ability 
for the consumer or her bank to dispute and chargeback the transaction; payment guarantees for 
merchants; fraud protections for all parties; as well as the “rail” or methods in which the other 
parties communicate among each other to facilitate the transaction and transfer funds from the 
consumer’s bank account to the merchant’s account. These minimum attributes of debit are 
important to merchants, consumers, and banks alike and distinguish debit from other methods of 
payment. Although accountholders do not contract directly with Visa, the accountholders and 
their banks rely on Visa and other networks to make possible purchases from merchants. 
154. 
Debit networks are two-sided platforms that exhibit a high degree of 
interdependency between accountholders and issuers on the one side and merchants and 
acquirers on the other. Accountholders and issuers get more value from a network that connects 
to more merchants, and merchants and acquirers get more value from a network that connects to 
more accountholders.  

 
57 
155. 
General purpose debit network services constitute a relevant product market under 
the antitrust laws. Many consumers would not find other payment services to be a suitable 
substitute for debit. Issuers, knowing that many of their accountholders value debit, do not 
consider alternative payment services to be a suitable substitute for debit. Merchants do not 
consider other payment services to be a substitute for debit because they do not want to risk lost 
sales by not accepting many consumers’ preferred payment method. Acquirers, knowing that 
their merchants value debit, do not view alternative payment services to be a suitable substitute 
for debit. Thus, there are no reasonable substitutes for general purpose debit network services, 
and a firm that was the only seller of services to facilitate debit transactions would be able to 
maintain prices above the level that would prevail in a competitive market. 
156. 
The market for general purpose debit network services includes services sold by 
debit networks other than traditional debit card networks. Fintech debit networks can be accepted 
at all merchants that participate in the network and provide payment guarantees, dispute 
resolution and chargeback capabilities, and fraud protection services. In a debit transaction 
processed by a fintech network, the consumer does not have a “debit card” and there is no 
“issuer” of a physical or virtual debit card, however, the services provided by fintech debit 
networks provide the same functionality to consumers and merchants. 
157. 
General purpose credit card network services are not reasonably interchangeable 
with debit network services because debit payments draw from funds already in a consumer’s 
bank account, rather than from a line of credit. Visa describes debit as a “pay now” product and 
credit as a “pay later” product. The distinction between credit and debit is widely accepted in the 
payments industry. Visa and other card networks have different pricing for debit and credit 
transactions, and the Durbin Amendment’s limitations of issuer transaction fees does not apply to 

 
58 
credit. Many accountholders do not qualify for credit cards or have a strong preference for 
paying out of their existing funds rather than taking on debt to make purchases using a line of 
credit. Given many accountholders’ strong preference for debit, issuers cannot substitute from 
debit to credit. 
158. 
Network services for store cards and other prepaid cards are not reasonably 
interchangeable with debit network services. Rather, Visa sees prepaid cards as “complements” 
to its other card products. Prepaid cards are not connected to a consumer’s bank account, so only 
funds that have been loaded on the card in advance can be spent. For that reason, Visa refers to 
prepaid as a “pay before” product, while debit is a “pay now” product. Visa also prices prepaid 
card network services differently to merchants, acquirers, and issuers than debit cards. 
159. 
Payments made through basic ACH transfers offered by The Clearing House or 
the Federal Reserve are often used for disbursements, paychecks, interbank settlements, and 
recurring fixed payments like mortgage and tuition payments. A basic ACH transfer is not 
reasonably interchangeable for most debit transactions. Absent services created by fintech firms 
and other payment networks, basic ACH transfers are inconvenient for consumers because they 
require a burdensome onboarding process in which the consumer must enter his bank account 
and routing information for each merchant, and then take steps to verify his account, which 
requires additional input and can take several hours or even days. ACH transfers are 
inconvenient for merchants because it can take two to three days to determine whether a payment 
is successful, and such transfers are more subject to fraud. Basic ACH transfers also lack the 
guarantee of payment for merchants and the dispute resolution and chargeback capabilities for 
consumers that debit offers. Newer interbank instant payment services, such as the Federal 
Reserve’s FedNow and The Clearing House’s RTP, may provide faster payment transfers in the 

 
59 
future, but they would require the same additional services from a fintech or other payment 
network, such as fraud detection, dispute resolution, and chargeback services, to become a viable 
alternative to debit.  
160. 
Cash and check payments are not reasonably interchangeable for debit network 
services. Merchants and accountholders do not view cash and check transactions as reasonably 
interchangeable with debit transactions. The procedures and costs for accepting and processing 
cash and check payments differ widely from those for accepting and processing payments 
directly from the accountholder’s bank.  
2. General Purpose Card-Not-Present Debit Network Services Are a 
Relevant Product Market  
161. 
General purpose network services for all debit transactions, where debit 
credentials are accepted at numerous, unrelated merchants, constitute a relevant market; 
however, industry participants, including Visa, also categorize debit network services in 
narrower markets that are best understood as submarkets of the larger market for debit network 
services. General purpose card-not-present debit network services are a narrower relevant 
product market included within the broader general purpose debit network services market. 
Card-not-present debit network services are primarily utilized for e-commerce transactions. 
162. 
The general purpose card-not-present debit network services market includes both 
traditional debit card transactions and fintech debit transactions. Both enable consumers to pay 
for goods and services at numerous, unrelated merchants directly from the funds in their bank 
accounts.  
163. 
General purpose card-not-present debit network services constitutes a relevant 
product market under the antitrust laws. Few consumers, issuers, merchants, or acquirers would 
find other payment services to be a suitable substitute for card-not-present debit. In the card-not-

 
60 
present channel, there are even fewer viable forms of payment (for example, cash is not an 
option) than in the broader general purpose debit network services market. Thus, there are no 
reasonable substitutes for card-not-present debit, and a firm that was the only seller of general 
purpose card-not-present debit network services would be able to maintain prices above the level 
that would prevail in a competitive market. 
VIII. VISA HAS MONOPOLY POWER IN THE U.S. DEBIT MARKETS 
164. 
Visa is a monopolist in the general purpose debit network services and general 
purpose card-not-present debit network services markets in the United States with market shares 
of at least 60% and 65%, respectively, by payment volume. Mastercard is the second largest 
debit network in the United States and processes less than 25% of debit transactions in either 
relevant market. No other competitor has more than a single digit share of debit transactions in 
either market. 
165. 
Visa has monopoly power in the relevant debit markets because it has the power 
to control prices and exclude competition in each market. 
166. 
Visa has been able to maintain monopoly prices as reflected in its high profit 
margins. Visa has an operating margin of 83% in North America, of which its U.S. debit 
business is the largest contributor. These margins are well above Visa’s reported high margins 
globally, since it became a public company in 2007, and much higher than the vast majority of 
public companies.  
167. 
Visa has been able to successfully exclude competition in each market, as 
reflected in its durable high market shares that persist in the face of regulatory changes. After a 
brief period of adjustment when the Durbin Amendment took effect in 2012, Visa’s market 
shares have increased over the last decade. Immediately after the Durbin Amendment went into 

 
61 
effect, Visa’s share dropped from approximately 63% of debit payment volume in 2011 to 
approximately 56% in 2012. But leading up to the implementation of the Durbin Amendment, 
Visa took steps to insulate its debit business from PIN network competition. Visa began a 
program of signing contracts with merchants and acquirers to ensure that all or nearly all their 
Visa-eligible debit volume was routed to Visa. Within a few years, Visa was able to regain and 
strengthen its debit monopoly. And in subsequent years, it has repeated this playbook in response 
to each new threat to its debit monopoly.  
168. 
Similarly, even with the recent Regulation II clarification requiring issuers to 
enable at least one network unaffiliated with the front-of-card network for card-not-present debit 
transactions, there has been no meaningful impact to Visa’s market shares.  
169. 
Several additional factors beyond Visa’s high margins and durable market shares 
show that it has monopoly power. 
170. 
Unlike the smaller PIN networks, Visa and Mastercard are accepted by nearly all 
U.S. merchants that accept debit as a form of payment—regardless of whether the merchant 
derives most of its revenue from card-present or card-not-present sales. Merchants view Visa and 
Mastercard as must-haves, accepting both networks to maximize their ability to make a sale with 
whichever debit cards their customers present. This feature of the market for debit transactions 
increases the power that Visa is able to exercise over merchants. In contrast to more competitive 
industries, merchants cannot simply walk away from Visa when charged higher prices or given 
worse terms. In addition, debit networks face barriers to entry and expansion such as regulation 
and brand recognition. 
171. 
Merchants and acquirers are more likely to incur the costs of enabling and 
maintaining compliance with networks that have sufficient volume to make the expense and 

 
62 
effort worth it. Similarly, issuers are more likely to enable networks if those networks are widely 
accepted by merchants. Additionally, Visa recognizes that smaller rivals lack scale—widespread 
enablement by issuers on their debit cards and acceptance by merchants. Because the market is 
two-sided, it is difficult to win widespread enablement without widespread acceptance and vice-
versa. This creates a feedback loop, known as “network effects,” that makes the need for scale a 
particularly significant barrier to entry and expansion.  
172. 
Banks generally only issue debit cards under a single front-of-card network, 
entering long-term contracts with either Visa or Mastercard and infrequently switching between 
the two, in part because of the cost and consumer disruption associated with switching. These 
switching costs further protect Visa’s dominance on the front-of-card by inhibiting Mastercard’s 
growth and the potential for other front-of-card competitors to enter or expand.  
173. 
Visa recognizes and exploits these barriers to entry, including switching costs and 
network effects, to protect itself from competition from rival networks and potential competitors 
that may break Visa’s stranglehold on U.S. debit markets. For example, to prevent any PIN 
network from gaining scale, in 2023, Visa informed issuers they may be required to pay 
monetary penalties if they enabled new features of rival PIN networks that resulted in the loss of 
Visa debit network volume. At the time, new regulations from the Federal Reserve mandated that 
issuers enable at least two unaffiliated networks for card-not-present transactions. Previously, 
many issuers had relied exclusively on the front-of-card networks—either Visa or Mastercard—
to process those transactions. Visa worried that merchants and acquirers would finally enable 
rival debit networks’ PINless capabilities. However, the Federal Reserve’s requirement applied 
only to card-not-present transactions. To slow the enablement of PINless capabilities by 
merchants and acquirers, Visa began encouraging issuers to turn off PINless capabilities for card-

 
63 
present debit transactions. Among the approved talking points was a reminder that enabling card-
present PINless may result in the issuing partner paying higher fees and other penalties. These 
penalties would serve as a price increase to issuers, one which they could not easily avoid due to 
the costs of switching networks. Visa’s actions to encourage disabling card-present PINless helps 
Visa increase its set of non-contestable transactions, which it utilizes to create penalties for 
disloyalty.  
174. 
Visa is able to set prices without regard to its costs. Visa is also able to price 
discriminate between various industry groups and such price discrimination is unrelated to Visa’s 
costs in providing its services to those industry groups. 
175. 
Moreover, Visa has successfully imposed new, unfavorable pricing structures 
without losing debit volume. For example, in 2012, Visa implemented its new monthly FANF 
across all merchants and acquirers. In October 2023, Visa introduced the mandatory Digital 
Commerce Service fee. This fee bundled several previously optional “value-added services” fees 
charged to card-not-present transactions. Visa anticipates almost five-times the net revenue from 
the new mandatory fee than from the previously optional fees. Despite imposing a new fee for 
merchants through their acquirers, Visa knew it wouldn’t lose transactions. Visa sets fees, not 
based on its costs or competition, but rather “relative to value we provide,” i.e., Visa’s perception 
of its own value.  
IX. 
JURISDICTION, VENUE, AND COMMERCE 
176. 
The United States brings this action pursuant to Section 4 of the Sherman Act, 15 
U.S.C. § 4, to prevent and restrain Visa’s violations of Sections 1 and 2 of the Sherman Act, 15 
U.S.C. §§ 1, 2.  

 
64 
177. 
This Court has subject matter jurisdiction over this action under Section 4 of the 
Sherman Act, 15 U.S.C. § 4, and 28 U.S.C. §§ 1331, 1337(a), and 1345.  
178. 
The Court has personal jurisdiction over Visa; venue is proper in this District 
under Section 12 of the Clayton Act, 15 U.S.C. § 22, and under 28 U.S.C. § 1391 because Visa 
transacts business and is found within this District.  
179. 
Visa Inc. is a Delaware company headquartered in San Francisco, California. Visa 
is a global payments company that operates the largest debit network in the United States, 
routing 57.6 billion debit transactions worth $2.8 trillion in 2023. Visa provides a two-sided 
transactions platform that authorizes, clears, and settles debit transactions between businesses, 
consumers, and banks. Visa reported revenues of approximately $32.7 billion in fiscal year 2023, 
including $14 billion in the United States. 
180. 
Visa engages in, and its activities substantially affect, interstate trade and 
commerce. Visa provides services that are marketed, distributed, and offered throughout the 
United States, including across state lines and in this district. Visa’s actions are ongoing and are 
likely to continue or recur, including through other practices with the same purpose or effect.  
X. 
VIOLATIONS ALLEGED  
A. 
First Claim for Relief: Monopolization of the Markets for General Purpose 
Debit Network Services and General Purpose Card-Not-Present Debit 
Network Services in the United States in Violation of Sherman Act § 2 
181. 
Plaintiff incorporates the allegations of paragraphs 1 through 180 above.  
182. 
Visa has monopolized, in violation of Section 2 of the Sherman Act, 15 U.S.C. § 
2, two relevant markets related to debit transactions in the United States: (1) the market for 
general purpose card-not-present debit network services; and (2) the market for general purpose 
debit network services.  
183. 
Visa has monopoly power in both relevant markets. 

 
65 
184. 
Visa has willfully and unlawfully maintained its monopoly in each relevant 
market through an exclusionary course of conduct and anticompetitive acts described herein. 
Each of Visa’s actions individually and collectively increased, maintained, or protected its 
monopoly in each relevant market.  
185. 
While each of Visa’s acts is anticompetitive in its own right, Visa’s interrelated 
and interdependent actions have had a cumulative and self-reinforcing effect that has harmed 
competition and the competitive process in each relevant market, including, as compared to a 
more competitive environment, raising barriers to competition by other current and potential 
competitors, imposing supracompetitive prices, stabilizing prices, depressing price competition, 
restricting output or other services, and slowing innovation. 
186. 
Visa’s exclusionary conduct lacks a procompetitive justification that offsets the 
harm caused by Visa’s anticompetitive and unlawful conduct. 
B. 
Second Claim for Relief: Attempted Monopolization of the Markets for 
General Purpose Debit Network Services and General Purpose Debit Card-
Not-Present Debit Network Services in the United States in Violation of 
Sherman Act § 2 
187. 
Plaintiff incorporates the allegations of paragraphs 1 through 180 above.  
188. 
Visa has attempted to monopolize, in violation of Section 2 of the Sherman Act, 
15 U.S.C. § 2, two relevant markets related to debit transactions in the United States: (1) the 
market for general purpose card-not-present debit network services; and (2) the market for 
general purpose debit network services. 
189. 
Visa has monopoly power, or alternatively has a dangerous probability of 
obtaining monopoly power, in both relevant markets. 
190. 
Visa has attempted to monopolize each relevant market through an exclusionary 
course of conduct and anticompetitive acts described herein. While each of Visa’s acts is 

 
66 
anticompetitive in its own right, Visa’s interrelated and interdependent actions have had a 
cumulative and self-reinforcing effect that has harmed competition and the competitive process 
in each relevant market, including, as compared to a more competitive environment, raising 
barriers to competition by other current and potential competitors, imposing supracompetitive 
prices, stabilizing prices, depressing price competition, restricting output or other services, and 
slowing innovation. 
191. 
In undertaking this course of conduct, Visa has acted with specific intent to 
monopolize each relevant market in the United States. Each of Visa’s actions individually and 
collectively were specifically intended to monopolize each relevant market in the United States 
by destroying effective competition in those markets through the acts alleged herein. There is a 
dangerous probability that, unless restrained, Visa will succeed in monopolizing each market in 
the United States in violation of Section 2 of the Sherman Act.  
192. 
Visa’s exclusionary conduct lacks a procompetitive justification that offsets the 
harm caused by Visa’s anticompetitive and unlawful conduct. 
C. 
Third Claim for Relief: Unlawful Agreements Not to Compete in Violation of 
Sherman Act § 1 
193. 
Plaintiff incorporates the allegations of paragraphs 1 through 180 above. Plaintiff 
incorporates the allegations of paragraphs 1 through 180 above.  
194. 
Visa’s agreements with competitors and potential competitors not to compete 
unreasonably restrain competition, in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, 
in two relevant markets related to debit transactions in the United States: (1) the market for 
general purpose card-not-present debit network services; and (2) the market for general purpose 
debit network services.  
195. 
Visa has market power in both relevant markets. 

 
67 
196. 
Visa’s agreements pay competitors not to compete in each relevant market and 
pay potential competitors not to develop alternatives to debit card networks or adopt new 
technologies that may disintermediate traditional debit card networks. These agreements reduce 
or eliminate competition from existing or potential rivals who would challenge Visa’s dominance 
and thus impede competition and unreasonably restrain trade in each relevant market. Compared 
to a more competitive environment, the effects of these agreements include raising barriers to 
competition by current and potential competitors, imposing supracompetitive prices, stabilizing 
prices, depressing price competition, restricted output or other services, and slowing innovation.  
197. 
These agreements are not reasonably necessary to accomplish any procompetitive 
goals. Any procompetitive benefits are outweighed by anticompetitive harm, and there are less 
restrictive alternatives by which Visa would be able to reasonably achieve any procompetitive 
goals. 
D. 
Fourth Claim for Relief: Unlawful Agreements that Restrain Trade in 
Violation of Sherman Act § 1 
198. 
Plaintiff incorporates the allegations of paragraphs 1 through 180 above. Plaintiff 
incorporates the allegations of paragraphs 1 through 180 above.  
199. 
Visa’s agreements with merchants, issuers, and acquirers unreasonably restrain 
trade, in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, in two relevant markets 
related to debit transactions in the United States: (1) the market for general purpose card-not-
present debit network services; and (2) the market for general purpose debit network services.  
200. 
Visa has market power in both relevant markets. 
201. 
These agreements contain penalties, cliff pricing terms, volume commitments, 
and other terms that unreasonably restrain competition, including by foreclosing a substantial 
share of each relevant market. These agreements make it difficult for competition from existing 

 
68 
or potential rivals to challenge Visa’s dominance and thus impede competition and unreasonably 
restrain trade in each relevant market. The effects of these agreements include raising barriers to 
competition by current and potential competitors, imposing supracompetitive prices, stabilizing 
prices, depressing price competition, reducing output or other services, and slowing innovation.  
202. 
These agreements are not reasonably necessary to accomplish any procompetitive 
goals. Any procompetitive benefits are outweighed by anticompetitive harm, and there are less 
restrictive alternatives by which Visa would be able to reasonably achieve any procompetitive 
goals. 
XI. 
REQUEST FOR RELIEF 
203. 
To remedy these illegal acts, Plaintiff requests that the Court:  
a. 
Adjudge and decree that Visa has acted unlawfully to monopolize, or, in 
the alternative, attempt to monopolize, the market for general purpose card-not-present 
debit network services in the United States in violation of Section 2 of the Sherman Act, 15 
U.S.C. § 2; 
b. 
Adjudge and decree that Visa has acted unlawfully to monopolize, or, in 
the alternative, attempt to monopolize, the market for general purpose debit network 
services in the United States in violation of Section 2 of the Sherman Act, 15 U.S.C. § 2; 
c. 
Adjudge and decree that Visa has acted unlawfully to contract or conspire 
to restrain trade in the market for general purpose card-not-present debit network services 
in the United States in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1;  
d. 
Adjudge and decree that Visa has acted unlawfully to contract or conspire 
to restrain trade in the market for general purpose debit network services in the United 
States in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1;  

 
69 
e. 
Enter such relief as needed to cure the anticompetitive harm from all of 
Visa’s unlawful actions; 
f. 
Enjoin Visa from continuing to engage in the anticompetitive practices 
described herein and from engaging in any other practices with the same purpose or effect 
as the challenged practices, including, but not limited to:  
i. bundling credit services or credit incentives with debit network services or 
debit volume;  
ii. imposing pricing or incentive structures, such as cliff pricing, that 
discourage or eliminate competition from rivals, potential rivals, or 
customers; 
iii. referencing rivals for Visa debit transactions, implicitly or explicitly, in 
Visa’s contracts;  
iv. imposing fees on debit transactions routed over non-Visa networks; and 
v. limiting, by contract or other means, the number of back-of-card networks 
on Visa-branded cards;  
g. 
Enjoin Visa from continuing to engage in the anticompetitive practices 
described herein and from engaging in any other practices with the same purpose or effect 
as the challenged practices, including but not limited to:  
i. agreeing, implicitly or explicitly, not to compete;  
ii. imposing contractual limitations on the use of payment methods and 
payment rails (e.g., ACH, RTP, fintech debit, or alternative debit 
networks) that may compete with general purpose card-not-present debit 
network services or general purpose debit network services; and 

 
70 
iii. imposing contractual limitations on the ability of customers to offer their 
own payment networks or methods, or adopt new technologies that may 
disintermediate Visa;  
h. 
Enter any other preliminary or permanent relief necessary and appropriate 
to restore competitive conditions in the markets affected by Visa’s unlawful conduct;  
i. 
Enter any other relief necessary and appropriate to prevent evasion of the 
Court’s preliminary or permanent injunction(s); and  
j. 
Award Plaintiff an amount equal to its costs, including reasonable 
attorneys’ fees, incurred in bringing this action.  
 
 

 
71 
Dated: this 24th day of September, 2024 
Respectfully Submitted,  
 
FOR PLAINTIFF UNITED STATES OF AMERICA:  
DOHA MEKKI 
Principal Deputy Assistant Attorney General 
Antitrust Division 
 
HETAL J. DOSHI 
Deputy Assistant Attorney General for 
Litigation 
 
MICHAEL KADES 
Deputy Assistant Attorney General for Civil 
Enforcement 
 
RYAN DANKS 
Director of Civil Enforcement 
 
CATHERINE K. DICK 
Acting Director of Litigation 
 
MIRIAM R. VISHIO 
Deputy Director of Civil Enforcement 
 
 
OWEN M. KENDLER 
Chief, Financial Services, Fintech, & Banking 
Section  
 
 
 
_s/ Edward Duffy_______ 
EDWARD DUFFY* 
LILLIAN OKAMURO HAFFNER 
CAMPBELL HAYNES 
CHRISTINE A. HILL 
KEVIN KRAUTSCHEID 
GREGG MALAWER 
BENNETT J. MATELSON 
LAUREN G.S. RIKER 
MICHELE TRICHLER 
ROBERT VANCE  
RACHEL L. ZWOLINSKI 
Attorneys 
 
United States Department of Justice 
Antitrust Division 
450 Fifth Street N.W., Suite 4000 
Washington, DC 20530 
Telephone: (202) 812-4723 
Facsimile: (202) 514-7308 
Email: edward.duffy@usdoj.gov 
 
Attorneys for the United States 
 
* LEAD ATTORNEY TO BE NOTICED

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