Debt and Other Obligations



	Original Issue Date	Contractual Maturity Date		Outstanding Balance as of March 31, 2013			Outstanding Balance as of December 31, 2012		Stated Interest Rate as of March 31, 2013(a)
Bank debt - variable rate:
2012 Revolver	Jan. 2012	Jan. 2017	^(b)	1,088,000		^(b)	1,253,000		2.7	%	^(c)
2012 Term Loans	Jan. 2012	2017/2019		2,055,000			2,065,250		3.7	%	^(c)
Total bank debt				3,143,000			3,318,250
Securitized debt - fixed rate:
January 2010 Tower Revenue Notes	Jan. 2010	2035 - 2040	^(d)	1,900,000			1,900,000		5.7	%	^(d)
August 2010 Tower Revenue Notes	Aug. 2010	2035 - 2040	^(d)	1,550,000			1,550,000		4.5	%	^(d)
2009 Securitized Notes	July 2009	2019/2029	^(e)	193,800			198,463		7.2	%
WCP Securitized Notes	Nov. 2010	Nov. 2040	^(f)	302,538		^(f)	307,739		5.5	%
Total securitized debt				3,946,338			3,956,202
Bonds - fixed rate:
9% Senior Notes	Jan. 2009	Jan. 2015		—			304,718		N/A
7.75% Secured Notes	Apr. 2009	May 2017		—			291,394		N/A
7.125% Senior Notes	Nov. 2009	Nov. 2019		498,166			498,110		7.1	%
5.25% Senior Notes	Oct. 2012	Jan. 2023		1,650,000			1,650,000		5.3	%
2012 Senior Notes	Dec. 2012	2017/2023	^(g)	1,500,000			1,500,000		3.4	%
Total bonds				3,648,166			4,244,222
Other:
Capital leases and other obligations	Various	Various		98,652			92,568		Various
Total debt and other obligations				10,836,156			11,611,242
Less: current maturities and short-term debt and other current obligations				94,839			688,056
Non-current portion of long-term debt and other long-term obligations				$	10,741,317		$	10,923,186

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(a)	Represents the weighted-average stated interest rate.


(b)	As of March 31, 2013, the undrawn availability under the $1.5 billion 2012 Revolver is $412.0 million.


(c)	The 2012 Revolver and the Term Loan A bear interest at a per annum rate equal to LIBOR plus 2.0% to 2.75%, based on CCOC's total net leverage ratio. Term Loan B bears interest at a per annum rate equal to LIBOR plus 3.0% (with LIBOR subject to a floor of 1% per annum). See note 11.

(d)

If the respective series of the January 2010 Tower Revenue Notes and August 2010 Tower Revenue Notes are not paid in full on or prior to 2015, 2017 and 2020, as applicable, then Excess Cash Flow (as defined in the indenture) of the issuers (of such notes) will be used to repay principal of the applicable series and class of the 2010 Tower Revenue Notes, and additional interest (of approximately 5% per annum) will accrue on the respective 2010 Tower Revenue Notes. The January 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $300.0 million, $350.0 million and $1.3 billion, having anticipated repayment dates in 2015, 2017 and 2020, respectively. The August 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $250.0 million, $300.0 million and $1.0 billion, having anticipated repayment dates in 2015, 2017 and 2020, respectively.


(e)	The 2009 Securitized Notes consist of $123.8 million of principal as of March 31, 2013 that amortizes through 2019, and $70.0 million of principal as of March 31, 2013 that amortizes during the period beginning in 2019 and ending in 2029.

(f)

The anticipated repayment date is 2015 for each class of the WCP Securitized Notes. If the WCP Securitized Notes are not repaid in full by their anticipated repayment dates, the applicable interest rate increases by an additional approximately 5% per annum. If the WCP Securitized Notes are not repaid in full by their rapid amortization date of 2017, monthly principal payments commence using the excess cash flows of the issuers of the WCP Securitized Notes.


(g)	The 2012 Secured Notes consists of $500 million aggregate principal amount of 2.381% secured notes due 2017 and $1.0 billion aggregate principal amount of 3.849% secured notes due 2023.

See note 11 for a discussion of the refinancing of the Term Loan B in April 2013.

Contractual Maturities

The following are the scheduled contractual maturities of the total debt and other long-term obligations outstanding at March 31, 2013. These maturities reflect contractual maturity dates and do not consider the principal payments that will commence following the anticipated repayment dates on the Tower Revenue Notes and the rapid amortization date on the WCP Securitized Notes.



	Nine Months Ended December 31,		Years Ending December 31,												Unamortized Adjustments, Net		Total Debt and Other Obligations Outstanding
	2013		2014		2015		2016		2017		Thereafter		Total Cash Obligations		Unamortized Adjustments, Net		Total Debt and Other Obligations Outstanding
Scheduled contractual maturities	$	68,314	$	99,773	$	112,241	$	113,508	$	1,975,529	$	8,457,942	$	10,827,307	$	8,849	$	10,836,156

Debt Purchases and Repayments

The following is a summary of debt purchases and repayments of debt during the three months ended March 31, 2013.



	Three Months Ended March 31, 2013
	Principal Amount		Cash Paid^(a)		Gains (Losses)^(c)
Revolver	$	165,000	$	165,000	$	—
9% Senior Notes	314,170		332,001		(17,850		)
7.75% Secured Notes^(b)	294,362		312,421		(18,059		)
Total	$	773,532	$	809,422	$	(35,909	)

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(a)	Exclusive of accrued interest.


(b)	The redemption of the 7.75% Secured Notes was funded by the release of restricted cash.


(c)	The losses relate to cash losses, including with respect to make whole payments.

Interest Expense and Amortization of Deferred Financing Costs

The components of "interest expense and amortization of deferred financing costs" are as follows:



	Three Months Ended March 31,
	2013		2012
Interest expense on debt obligations	$	127,449	$	113,007
Amortization of deferred financing costs	9,047		4,812
Amortization of adjustments on long-term debt	11,436		3,763
Amortization of interest rate swaps^(a)	16,262		16,338
Other, net of capitalized interest	175		(448		)
Total	$	164,369	$	137,472


(a)	Amounts reclassified from accumulated other comprehensive income (loss).