United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-7784
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
CENTURYTEL, INC.
UNION RETIREMENT SAVINGS PLAN AND TRUST
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CENTURYTEL, INC.
100 CENTURYTEL DRIVE
MONROE, LA 71203
Report of Independent Registered Public Accounting Firm
The Board of Directors
CenturyTel, Inc.:
We have audited the accompanying statements of net assets available for benefits
of CenturyTel, Inc. Union Retirement Savings Plan and Trust as of December 31,
2003 and 2002, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2003. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of CenturyTel, Inc.
Union Retirement Savings Plan and Trust as of December 31, 2003 and 2002, and
the changes in net assets available for benefits for the year ended December 31,
2003 in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
KPMG LLP
/s/ KPMG LLP
Shreveport, Louisiana
June 9, 2004
CENTURYTEL, INC.
UNION RETIREMENT SAVINGS PLAN AND TRUST
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002
2003 2002
--------------------------------------------------------------------------------
PLAN ASSETS
Investments, at fair value $ 9,468,857 7,876,480
Contributions receivable - employer 16,790 -
--------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 9,485,647 7,876,480
================================================================================
See accompanying notes to financial statements.
CENTURYTEL, INC.
UNION RETIREMENT SAVINGS PLAN AND TRUST
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2003
--------------------------------------------------------------------------------
Additions to net assets:
Investment income:
Net appreciation in fair value of investments:
Mutual funds $ 886,676
Common stocks 284,672
Dividend and other income 110,858
Interest income 32,770
--------------------------------------------------------------------------------
Net investment income 1,314,976
--------------------------------------------------------------------------------
Contributions:
Participants 427,287
Employer 204,222
--------------------------------------------------------------------------------
Total contributions 631,509
--------------------------------------------------------------------------------
Total investment income and contributions 1,946,485
--------------------------------------------------------------------------------
Deductions from net assets:
Participant withdrawals 337,318
--------------------------------------------------------------------------------
Net increase 1,609,167
Net assets available for benefits:
Beginning of year 7,876,480
--------------------------------------------------------------------------------
End of year $ 9,485,647
================================================================================
See accompanying notes to financial statements.
CENTURYTEL, INC.
UNION RETIREMENT SAVINGS PLAN AND TRUST
Notes to Financial Statements
December 31, 2003 and 2002
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PROVISIONS OF THE PLAN
Basis of Presentation
The CenturyTel, Inc. Union Retirement Savings Plan and Trust (the Plan)
was established on April 1, 1992. The accompanying financial statements of
the Plan have been prepared on the accrual basis of accounting and present
the net assets available for benefits as of December 31, 2003 and 2002 and
changes in net assets available for benefits for the year ended December
31, 2003. The Plan has made estimates in preparing the accompanying
financial statements in accordance with U.S. generally accepted accounting
principles. Actual results could differ from those estimates.
The assets of the Plan are invested by the Trustee in various investment
programs (funds) which are described in Note 2.
The following description of the Plan provides only general information.
Participants should refer to the Plan Document for a more complete
description of the Plan's provisions.
Participation
Participation in the Plan is available to each employee whose compensation
and conditions of employment are covered by a collective bargaining
agreement between the Communications Workers of America, Local 4370 and
CenturyTel of Ohio, Inc. The Plan sponsor is CenturyTel, Inc. (the
Company), the parent company of CenturyTel of Ohio, Inc.
In order to participate in the Plan, an employee must execute a Salary
Deferral Agreement with the Company. In the Salary Deferral Agreement,
which is executed either on-line or by telephone, an employee agrees to a
deferral of between one percent and twenty-five percent of his base pay;
however, the total amount contributed to the Plan cannot exceed $12,000
for 2003 (as adjusted from year to year in accordance with Federal Law).
The percentage of compensation a participant elects to defer applies to
the participant's base pay not in excess of $200,000 for 2003 (as adjusted
in accordance with Federal Law) excluding severance pay, disability pay,
reimbursements or other expense allowances, fringe benefits, moving
expenses, deferred compensation, and welfare benefits. The amount of
compensation deferred by each participant is credited to an account
(Elective Deferral Account) maintained for each participant by the
Trustee.
Participants age 50 years or older are allowed to make an additional
contribution to the Plan each year in excess of the otherwise prescribed
limits. The amount of the allowable additional contribution for a
participant in 2003 was $2,000; this amount will increase by $1,000 each
year to a maximum of $5,000 in 2006 (which will thereafter be adjusted
annually).
An employee is permitted to transfer to the Plan as a contribution his
interest in another plan qualified under Section 401(k) of the Internal
Revenue Code, as amended (the Code). Such contribution must qualify as a
"rollover" contribution described in Section 402(c) or 408(d)(3) of the
Code. Such a rollover will be credited to a rollover account on behalf of
the participant (the Rollover/Transfer Account).
As of the end of each payroll period, the Company contributes to an
account (Employer Match Account) for each participant a contribution equal
to 55% of each such participant's contribution during such payroll period;
however, this matching contribution applies only to the first 6% of such
participant's base compensation contributed to the Plan by the employee.
The Board of Directors of the Company may, at its discretion, elect at the
end of each year to contribute an additional amount to participants'
accounts (Additional Match Account). During 2003, the Company contributed
$204,222 to the Plan, of which $187,432 related to contributions made to
the Employer Match Account and $16,790 related to contributions made to
the Additional Match Account.
The interest of a participant in his Elective Deferral Account and his
Rollover/Transfer Account is fully vested and non-forfeitable at all
times.
The interest of a participant in his Employer Match Account and the
Additional Match Account become fully vested after three years of service.
A participant with less than three years of service has no vested interest
in these accounts.
Reports to Participants
Participants are furnished with quarterly statements which set forth the
status of their accounts in the Plan.
Forfeitures
A participant's non-vested account balances shall be forfeited as of the
date upon which the participant's employment has terminated with the
Company. Forfeiture amounts may be utilized first to satisfy any
restorations for the year. Then any remaining forfeitures shall be
utilized to reduce Company contributions.
Distributions
If the employment of a participant with the employer ceases because of
death, retirement, disability, termination of employment or for any other
reason, the participant's vested interest in the Plan may be distributed
to him or to his beneficiary in a lump sum or in periodic installments. If
the participant dies without designating a beneficiary, his beneficiary
shall be, in the order listed, (i) his spouse, (ii) his children, or (iii)
his estate.
Withdrawals
A participant who is an employee may make withdrawals from his after-tax
investment account and may withdraw the entire balance.
A participant who is an employee and over age 59 1/2 may make withdrawals
from his vested investment accounts prior to normal distribution
requirements being met. A participant may make withdrawals from his
Rollover/Transfer Account at any time. In addition, a hardship withdrawal
may be made from an Elective Deferral Account or a Rollover/Transfer
Account only as a result of financial hardship related to unreimbursable
educational expenses, medical expenses which are not reimbursable by
insurance, the need to pay for the funeral expenses of a family member,
the prevention of eviction or foreclosure from the participant's principal
residence, or for the purchase of the participant's principal residence.
The determination of the existence of a financial hardship and the amount
required to be distributed to meet the need created by the hardship shall
be made uniformly and without discrimination at the sole discretion of the
Plan administrator.
Loans to Participants
The Plan has a provision whereby a participant can borrow from his
Elective Deferral Account or Rollover/Transfer Account. The maximum loan
is $50,000 reduced by the excess, if any, of the highest outstanding loan
balance during the previous year over the outstanding balance on the date
of the new loan or 50% of the vested account balance. The loans are repaid
through payroll deductions and the interest rate is the prime rate
published in the Wall Street Journal on the last day of the previous
quarter plus 1%. The loan repayment period may not exceed five years
except for loans for the purchase of the participant's principal residence
which may be for any period not to exceed fifteen years.
Trustee
The Trustee of the Plan, as of December 31, 2003, was T. Rowe Price Trust
Company (T. Rowe Price). The Board of Directors of the Company may remove
the Trustee and appoint a successor trustee. The Company and the Trustee
have entered into a Trust Agreement which provides for the establishment
of a Trust for the purpose of holding and investing the contributions to
the Trust pursuant to the provisions of the Plan.
Administration
The Company has appointed a committee to administer the Plan. The
individuals who administer the Plan serve at the discretion of the Board
of Directors of the Company and may be removed by the Board of Directors
at any time. The administrative costs of the Plan are paid by the Company.
Investment Valuation and Income Recognition
Investments in CenturyTel, Inc. Common Stock (CenturyTel Common Stock) are
valued at the closing market price on December 31, 2003 and 2002,
respectively. Other investments in the funds, which consist primarily of
shares of mutual funds, are valued by the Trustee based on the market
value at year-end of the underlying assets of each fund. Purchases and
sales of securities are recorded on a trade date basis. Loans to
participants are valued at principal amount outstanding which approximates
market value. Interest income is recorded on the accrual basis.
Plan Termination
Although it has not expressed any intention to do so, the Company has the
right under the Plan to change, suspend or terminate the Plan at any time,
subject to the provisions set forth in the Employee Retirement Income
Security Act of 1974. However, the Company is required to comply with all
relevant provisions of the applicable labor agreement.
(2) DESCRIPTION OF THE FUNDS
The following is a description of each of the funds which had outstanding
balances and were available to Plan participants as of December 31, 2003:
(a) T. Rowe Price Equity Index 500 Fund - consists of investments in the
same stocks and in substantially the same percentages as the S & P
500 Index ($3,755,919 and $2,746,665 at December 31, 2003 and 2002,
respectively).
(b) CenturyTel Common Stock Fund - consists of shares of CenturyTel
Common Stock ($2,890,066 and $2,538,918 at December 31, 2003 and
2002, respectively).
(c) Loan Fund - represents loans to participants from the participants'
investment accounts ($401,995 and $437,366 at December 31, 2003 and
2002, respectively).
(d) T. Rowe Price Summit Cash Reserves Fund - consists primarily of
investments in various money market instruments ($1,127,716 and
$1,104,899 at December 31, 2003 and 2002, respectively).
(e) T. Rowe Price Equity Income Fund - consists primarily of investments
in U. S. and foreign common stocks ($82,723 and $114,290 at December
31, 2003 and 2002, respectively).
(f) Janus Overseas Fund - consists primarily of investments in foreign
equity securities ($59,089 and $32,974 at December 31, 2003 and
2002, respectively).
(g) Janus Fund - consists primarily of investments in U. S. and foreign
equity securities ($74,024 and $42,416 at December 31, 2003 and
2002, respectively).
(h) T. Rowe Price Mid-Cap Growth Fund - consists primarily of investments
in common stocks of companies whose market capitalization falls
within the range of companies in the S&P MidCap 400 Index ($79,062
and $49,241 at December 31, 2003 and 2002, respectively).
(i) Morgan Stanley Institutional Fund Small Company Growth
Portfolio B - consists primarily of investments in common stocks of
small companies ($83,586 and $51,530 at December 31, 2003 and 2002,
respectively).
(j) PIMCO Total Return Fund - consists primarily of investments in debt
securities ($702,865 and $599,234 at December 31, 2003 and 2002,
respectively).
(k) BGI Asset Allocation Fund - consists primarily of investments in
common stocks, U. S. Treasury bonds and money market instruments
($47,852 and $31,761 at December 31, 2003 and 2002, respectively).
(l) BGI LifePath Retirement Fund - consists primarily of investments
in U.S. and foreign equity and debt securities and money market
instruments and is managed for investors planning to retire (or begin
to withdraw substantial portions of their investment) in the near
future ($15,197 and $10,355 at December 31, 2003 and 2002,
respectively).
(m) BGI LifePath 2010 Fund - consists primarily of investments in U. S.
and foreign equity and debt securities and money market instruments
and is managed for investors planning to retire (or begin to withdraw
substantial portions of their investment) around the year 2010
($123,261 and $99,731 at December 31, 2003 and 2002, respectively).
(n) BGI LifePath 2020 Fund - consists primarily of investments in U.S.
and foreign equity and debt securities and money market instruments
and is managed for investors planning to retire (or begin to withdraw
substantial portions of their investment) around the year 2020
($16,732 and $12,761 at December 31, 2003 and 2002, respectively).
(o) BGI LifePath 2030 Fund - consists primarily of investments in U.S.
and foreign equity and debt securities and money market instruments
and is managed for investors planning to retire (or begin to withdraw
substantial portions of their investment) around the year 2030
($6,178 and $2,578 at December 31, 2003 and 2002, respectively).
(p) BGI LifePath 2040 Fund - consists primarily of investments in U. S.
and foreign equity and debt securities and money market instruments
and is managed for investors planning to retire (or begin to withdraw
substantial portions of their investment) around the year 2040
($2,592 and $1,761 at December 31, 2003 and 2002, respectively).
Investments in CenturyTel Common Stock Fund, T. Rowe Price Equity Index
500 Fund, T. Rowe Price Summit Cash Reserves Fund and PIMCO Total Return
Fund were each greater than 5% of assets available for benefits at
December 31, 2003.
A participant may instruct that all contributions to his accounts be
allocated among the various funds. A participant may change his investment
allocation instructions and contribution percentage at any time.
(3) INCOME TAXES
The Plan and related trust are designed to meet the necessary requirements
of Internal Revenue Code Section 401(a) and, accordingly, the trust
underlying the Plan is exempt from income taxation pursuant to Internal
Revenue Code Section 501(a). A favorable determination letter was received
in October 2003 related to the Plan.
(4) RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by T. Rowe
Price, Barclays Global Investors Funds, Inc. (Barclays), Morgan
Stanley Investment Management Inc. (Morgan Stanley), Janus
Capital Corporation (Janus), or Pacific Investment Management Company
(PIMCO). T. Rowe Price is the Trustee as defined by the Plan.
Therefore, T. Rowe Price, Barclays, Morgan Stanley, Janus and PIMCO
qualify as parties-in-interest. Fees paid by the Company to T. Rowe
Price for trustee, record keeping and other services amounted to
$16,550 for the year ended December 31, 2003.
(5) CONCENTRATION OF INVESTMENTS
As of December 31, 2003 and 2002, 30.5% and 32.2%, respectively, of the
assets available for benefits were invested in CenturyTel Common Stock.
Substantially all of the remaining assets available for benefits were
invested in mutual funds managed by T. Rowe Price, Barclays, Morgan
Stanley, Janus, and PIMCO.
CENTURYTEL, INC.
UNION RETIREMENT SAVINGS PLAN AND TRUST
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2003
Identity of issuer, borrower, Current
lessor or similar party Description of Investment Value
--------------------------------------------------------------------------------------------------------------
Investment in CenturyTel Common Stock 88,598 shares at $32.62 per share $ 2,890,066 (Note 1)
Loan Fund (interest rates ranged
from 4.74% to 12.50%) - 401,995
Investment in Mutual Funds for
Qualified Employee Benefit Plans:
Managed by Barclays:
Asset Allocation Fund 5,129 shares at $9.33 per share 47,852
LifePath Retirement Fund 1,378 shares at $11.03 per share 15,197
LifePath 2010 Fund 10,021 shares at $12.30 per share 123,261
LifePath 2020 Fund 1,184 shares at $14.13 per share 16,732
LifePath 2030 Fund 437 shares at $14.13 per share 6,178
LifePath 2040 Fund 167 shares at $15.47 per share 2,592
Managed by Janus:
Janus Overseas Fund 2,860 shares at $20.66 per share 59,089
Janus Fund 3,154 shares at $23.47 per share 74,024
Managed by Morgan Stanley:
Institutional Small Company
Growth Portfolio B 8,006 shares at $10.44 per share 83,586
Managed by PIMCO:
PIMCO Total Return Fund 65,627 shares at $10.71 per share 702,865 (Note 1)
Managed by T. Rowe Price:
Equity Income Fund 3,424 shares at $24.16 per share 82,723
Equity Index 500 Fund 125,406 shares at $29.95 per share 3,755,919 (Note 1)
Mid-Cap Growth Fund 1,843 shares at $42.90 per share 79,062
Summit Cash Reserves Fund 1,127,716 shares at $1.00 per share 1,127,716 (Note 1)
--------------------------------------------------------------------------------------------------------------
$ 9,468,857
==============================================================================================================
Barclays, Janus, Morgan Stanley, PIMCO and T. Rowe Price are considered
parties-in-interest. Additionally, CenturyTel, Inc., as sponsor of the Plan, is
considered a party-in-interest.
Notes: (1) These investments are greater than 5% of assets available
for benefits.
(2) Information on cost of investments is excluded as all investments
are participant directed.
See accompanying report of independent registered public accounting firm.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement Committee has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
CenturyTel, Inc.
Union Retirement Savings Plan and Trust
June 25, 2004 /s/ R. Stewart Ewing, Jr.
------------------------------
R. Stewart Ewing, Jr.
Retirement Committee Member and
Executive Officer of Issuer of
Plan Securities
CENTURYTEL, INC.
UNION RETIREMENT SAVINGS PLAN AND TRUST
Index to Exhibits
Exhibit
Number
-----------------------------------------------------------------------------
23.1 Consent of Independent Registered Public Accounting Firm