ITEM 1.01 Entry into a Material Definitive Agreement.

On November 18, 2022, AT&T Inc. (the "Company") entered into a $12.0 billion Amended and Restated Credit Agreement (the "Revolving Credit Agreement"), with Citibank, N.A., as agent, amending and restating the Company's existing $7.5 billion Amended and Restated Credit Agreement, dated as of November 17, 2020.

In the event advances are made under the Revolving Credit Agreement, those advances would be used for general corporate purposes.

Advances under the Revolving Credit Agreement denominated in U.S. dollars will bear interest, at the Company's option, either:



     •    at a variable annual rate equal to: (1) the highest of (but not less than
          zero) (a) the rate of interest announced publicly by Citibank in New
          York, New York, from time to time, as Citibank's base rate, (b) 0.5% per
          annum above the federal funds rate, and (c) the forward-looking term rate
          based on the secured overnight financing rate ("Term SOFR") for a period
          of one month plus a credit spread adjustment of 0.10% plus 1.00%, plus
          (2) an applicable margin, as set forth in the Revolving Credit Agreement
          (the "Applicable Margin for Base Advances"); or



     •    at a rate equal to: (i) Term SOFR for a period of one, three or six
          months, as applicable, plus (ii) a credit spread adjustment of 0.10% plus
          (iii) an applicable margin, as set forth in the Revolving Credit
          Agreement (the "Applicable Margin for Benchmark Rate Advances").

Advances under the Revolving Credit Agreement denominated in Euro will bear interest at the Euro Interbank Offered Rate (EURIBOR) plus the Applicable Margin for Benchmark Rate Advances.

Advances under the Revolving Credit Agreement denominated in Sterling will bear interest at the Sterling Overnight Index Average (SONIA) plus the Applicable Margin for Benchmark Rate Advances.

The Applicable Margin for Benchmark Rate Advances under the Revolving Credit Agreement will be equal to 0.690%, 0.930%, 1.045% or 1.150% per annum depending on the Company's unsecured long-term debt ratings. The Applicable Margin for Base Advances will be equal to the greater of (x) 0.00% and (y) the relevant Applicable Margin for Benchmark Rate Advances minus 1.00% per annum, depending on the Company's unsecured long-term debt ratings.

The Company will also pay a facility fee of 0.060%, 0.070%, 0.080% or 0.100% per annum of the amount of lender commitments, depending on the Company's unsecured long-term debt ratings.

As of the date of this filing, the Company's unsecured long-term debt is rated BBB by S&P, Baa2 by Moody's and BBB+ by Fitch, and, accordingly, the Applicable Margin for Benchmark Rate Advances at this time is 1.045% and the facility fee applicable at this time is 0.080%. S&P, Moody's and Fitch may change their ratings at any time, and the Company disclaims any obligation to provide notice of any changes to these ratings.

In the event that the Company's unsecured long-term debt ratings are split by S&P, Moody's and Fitch, then the Applicable Margin for Benchmark Rate Advances, the Applicable Margin for Base Advances or the facility fee, as the case may be, will be determined by the highest of the three ratings, except that in the event the lowest of such ratings is more than one level below the highest of such ratings, then the Applicable Margin for Benchmark Rate Advances, the Applicable Margin for Base Advances or the facility fee, as the case may be, will be determined based on the level that is one level above the lowest of such ratings.

The obligations of the lenders under the Revolving Credit Agreement to provide advances to the Company will terminate on November 18, 2027, unless the commitments are terminated in whole prior to that date. All advances must be repaid no later than the date on which lenders are no longer obligated to make any advances under the Revolving Credit Agreement.

The Revolving Credit Agreement provides that the Company and lenders representing more than 50% of the facility amount may agree to extend their commitments under the Revolving Credit Agreement for two one-year periods beyond the initial termination date. The Company has the right to terminate, in whole or in part, amounts committed by the lenders under the Revolving Credit Agreement in excess of any outstanding advances; however, any such terminated commitments may not be reinstated.

The Revolving Credit Agreement also provides that the Company may request that the aggregate amount of the commitments of the lenders under the Revolving Credit Agreement be increased by an integral multiple of $25 million to be effective as of a date that is at least 90 days prior to the scheduled termination date then in effect, provided that in no event shall the aggregate amount of the commitments of the lenders under the Revolving Credit Agreement at any time exceed $14 billion.

The Revolving Credit Agreement contains certain representations and warranties and covenants, including a limitation on liens covenant and, beginning in the first full fiscal quarter ending after the closing date, a net debt-to-EBITDA financial ratio covenant that the Company will maintain, as of the last day of each fiscal quarter, a ratio of not more than 3.75 to 1 of:

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(A) all items that would be treated under accounting principles generally


         accepted in the United States ("GAAP") as specified in the Revolving
         Credit Agreement as indebtedness on the Company's consolidated balance
         sheet minus the amount by which the sum of (i) 100% of unrestricted cash
         and cash equivalents held by the Company and its subsidiaries in the
         United States, and funds available on demand by the Company and its
         subsidiaries in the United States (including but not limited to time
         deposits), and (ii) 65% of unrestricted cash and cash equivalents held by
         the Company and its subsidiaries outside of the


        United States, exceeds $2 billion in the aggregate (or the avoidance of
        doubt, any cash and cash equivalents held by the Company and its
        subsidiaries outside of the United States shall not be considered
        "restricted" solely as a result of the repatriation of such cash and cash
        equivalents being subject to any legal limitation or otherwise resulting
        in adverse tax consequences to the Company), to

(B) the net income of the Company and its consolidated subsidiaries,


         determined on a consolidated basis for the four quarters then ended in
         accordance with GAAP, adjusted to exclude the effects of (a) gains or
         losses from discontinued operations, (b) any extraordinary or other
         non-recurring non-cash gains or losses (including non-cash restructuring
         charges), (c) accounting changes including any changes to Accounting
         Standards Codification 715 (or any subsequently adopted standards
         relating to pension and postretirement benefits) adopted by the Financial
         Accounting Standards Board after the date of the Revolving Credit
. . .

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the entry into the Revolving Credit Agreement, the Company terminated all commitments under the $7,500,000,000 Five Year Credit Agreement, dated December 11, 2018, among the Company, certain lenders named therein and Citibank, N.A., as agent.

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation Under an

Off-Balance Sheet Arrangement of a Registrant

The disclosure under Item 1.01 is incorporated by reference into this Item 2.03.

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ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits



10.1      U.S. $12,000,000,000 Amended and Restated Credit Agreement, dated as of
        November 18, 2022, among AT&T Inc., the lenders named therein and
        Citibank, N.A., as agent.

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document)

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