Debt and Other Obligations



	Original Issue Date	Contractual Maturity Date		Outstanding Balance as of June 30, 2013			Outstanding Balance as of December 31, 2012		Stated Interest Rate as of June 30, 2013(a)
Bank debt - variable rate:
2012 Revolver	Jan. 2012	Jan. 2017	^(b)	1,046,000		^(b)	1,253,000		2.7	%	^(c)
2012 Term Loans	Jan. 2012	2017/2019		2,044,800			2,065,250		3.1	%	^(c)
Total bank debt				3,090,800			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)	189,137			198,463		7.2	%
WCP Securitized Notes	Jan. 2010	Nov. 2040	^(f)	297,139		^(f)	307,739		5.5	%
Total securitized debt				3,936,276			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	Oct. 2009	Nov. 2019		498,219			498,110		7.1	%
5.25% Senior Notes	Oct. 2012	Jan. 2023		1,649,970			1,650,000		5.3	%
2012 Senior Notes	Dec. 2012	2017/2023	^(g)	1,500,000			1,500,000		3.4	%
Total bonds				3,648,189			4,244,222
Other:
Capital leases and other obligations	Various	Various		113,257			92,568		Various
Total debt and other obligations				10,788,522			11,611,242
Less: current maturities and short-term debt and other current obligations				97,013			688,056
Non-current portion of long-term debt and other long-term obligations				$	10,691,509		$	10,923,186

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


(b)	As of June 30, 2013, the undrawn availability under the $1.5 billion 2012 Revolver is $454.0 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. In April 2013, the Company refinanced the outstanding Term Loan B with a new loan pursuant to our existing credit agreement in an aggregate principal amount of $1.58 billion. The terms of the new Term Loan B are substantially the same as the terms of the refinanced Term Loan B and effectively lowered the rate on the loan by 75 basis points. Term Loan B currently bears interest at a per annum rate equal to LIBOR plus 2.25% to 2.5% (with LIBOR subject to a floor of 0.75% per annum), based on CCOC's total net leverage ratio.

(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 $119.1 million of principal as of June 30, 2013 that amortizes through 2019, and $70.0 million of principal as of June 30, 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 consist 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.

Contractual Maturities

The following are the scheduled contractual maturities of the total debt and other long-term obligations outstanding at June 30, 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.



	Six 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	$	46,661	$	101,906	$	114,272	$	115,110	$	1,934,799	$	8,467,889	$	10,780,637	$	7,885	$	10,788,522

Purchases and Redemptions of Long-Term Debt

The following is a summary of purchases and redemptions of long-term debt during the six months ended June 30, 2013.



	Six Months Ended June 30, 2013
	Principal Amount		Cash Paid^(a)		Gains (Losses)^(c)

9% Senior Notes	314,170		332,045		(17,894		)
7.75% Secured Notes^(b)	294,362		312,464		(18,102		)
5.25% Senior Notes	30		30		—
2012 Term Loans	30,941		30,941		(490		)
Total	$	639,503	$	675,480	$	(36,486	)

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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 predominantly 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 June 30,						Six Months Ended June 30,
	2013			2012			2013		2012
Interest expense on debt obligations	$	119,705		$	120,625		$	247,154	$	233,632
Amortization of deferred financing costs	5,013			5,278			14,060		10,090
Amortization of adjustments on long-term debt	(965		)	2,961			10,471		6,724
Amortization of interest rate swaps^(a)	16,242			16,319			32,504		32,657
Other, net of capitalized interest	261			(243		)	436		(691		)
Total	$	140,256		$	144,940		$	304,625	$	282,412


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