AL FRANKEN 
MINNESOTA 
SUITE 
SH- 309 
202- 224-5641 
tinitrd ~tatrs ~rnatr 
WASHINGTON, DC 20510- 2309 
The Honorable Tom Wheeler 
Chairman 
Federal Communications Commission 
445 12th Street SW 
Washington, DC 20554 
The Honorable William J. Baer 
July 9, 2014 
Assistant Attorney General, Antitrust Division 
U.S. Department of Justice 
950 Pennsylvania A venue NW 
Washington, DC 20530 
Dear Chairman Wheeler and Assistant Attorney General Baer: 
I urge you to carefully scrutinize AT&T's proposed acquisition ofDirecTV to determine whether 
the deal is in consumers ' best interests. The parties promise to extend broadband Internet access 
to millions of Americans, and they say that the deal will promote employment opportunities. On 
the other hand, if AT&T is permitted to acquire DirecTV, the combined entity will have 
enhanced power in virtually every comer of the telecommunications market- power that AT&T 
potentially could use to obtain an unfair advantage over consumers and competitors. As such, I 
have some concerns about this deal, and I would like to draw your attention to three of them 
here. 
Standalone Broadband Marketing and Pricing. This deal could give AT&T more power to 
increase consumers' costs and decrease consumers' choices by forcing consumers into bundled 
packages that include services that consumers may not want. To mitigate this risk, AT&T has 
committed to offer a standalone broadband Internet plan for three years if this transaction is 
approved. However, AT&T did not adequately advertise its standalone plan after making a 
similar promise as a condition of its acquisition of Bell South in 2006. 
To protect consumer choice, I believe that AT&T must thoroughly articulate its commitment to 
standalone broadband pricing. At a recent Senate Judiciary Committee hearing, I asked AT&T' s 
CEO, Randall Stephenson, if he would commit to selling a standalone broadband plan in a clear 
and visible manner. He responded: "Yes, sir, I will. I'll commit it directly to you ... So 
absolutely I will make you without equivocation that commitment." I urge you and your staff to 
consider this statement alongside AT&T' s past record while you review this transaction. 
Net Neutrality and the Open Internet Order. This deal raises important questions about net 
neutrality, the principle that prohibits Internet service providers from discriminating among 
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Internet traffic on their networks. AT&T has committed to voluntarily abide by the FCC's now­
vacated 2010 Open Internet Order for three years ifthis deal is approved. However, AT&T has a 
history of skirting the spirit, and perhaps the letter, of that Order. For example, AT&T allegedly 
has blocked applications that compete with its own voice and messaging services, including 
Skype, Google Voice, and Apple's FaceTime. AT&T stopped blocking FaceTime only after the 
FCC began investigating whether AT&T's conduct violated the Open Internet Order, the same 
Order the company now pledges to follow. I therefore urge the FCC to thoroughly consider this 
deal's impact on net neutrality. 
Net Neutrality and Mobile Broadband. The FCC must take into account this deal's impact on 
net neutrality principles as they relate to mobile broadband services. The Open Internet Order's 
protections are strongest for wireline broadband - a market in which AT&T has a relatively 
small footprint. The Order has very limited application to the market that AT&T dominates: 
mobile broadband. Therefore, it is unclear whether AT&T's proposed condition would be a 
significant benefit for consumers. As such, AT&T must make a more substantial commitment to 
net neutrality, particularly in the mobile space. 
The enhanced bundling power that AT&T seeks to achieve from this transaction could 
strengthen the company's already-dominant presence in the wireless market. The potential for 
AT&T to become a gatekeeper of the mobile Internet has been looming for years. Your 
agencies' laudable decision to challenge AT&T's proposed takeover ofT-Mobile in 2011 helped 
forestall this potential danger, but it remains a major threat to consumers. I request that you 
weigh this concern heavily in your review. 
Thank you for your attention to this matter. Should you have any questions, please do not 
hesitate to contact Joshua Stager of my staff at Joshua_ Stager@judiciary-dem.senate.gov. I look 
forward to continuing to work with you as you evaluate this proposed transaction. 
Sincerely, 
Al Franken 
United States Senator 
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