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September 2, 2022
John T. Stankey
Chief Executive Officer
AT&T Inc.
One AT&T Plaza
208 S. Akard St.
Dallas, Texas 75202
Re:AT&T Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 22, 2022
File No. 001-08610
Dear Mr. Stankey:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 22, 2022
General
1.Please expand your discussion of the reasons you believe that your leadership structure is
appropriate, addressing your specific characteristics or circumstances. In your discussion,
please also address the circumstances under which you would consider having the Chair
and CEO roles filled by a single individual, when shareholders would be notified of any
such change, and whether you will seek prior input from shareholders.
2.Please expand upon the role that your Independent Chair plays in the leadership of the
board. For example, please enhance your disclosure to address whether or not your
Independent Chair may:

•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on the design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example,

 FirstName LastNameJohn T. Stankey
 Comapany NameAT&T Inc.
 September 2, 2022 Page 2
 FirstName LastName
John T. Stankey
AT&T Inc.
September 2, 2022
Page 2
please disclose:

•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•to whom the Chief Compliance Officer reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at 202-551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Michael Pratt