-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E94Urmeq45Tt+SYSOR9lv2fZV8CBpsHHLktBBuFg60UAt8X66CInUOlBwMWImAhC tZHv8oq86vlGm8JMxMS5dw== 0000018926-03-000043.txt : 20030627 0000018926-03-000043.hdr.sgml : 20030627 20030627113040 ACCESSION NUMBER: 0000018926-03-000043 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURYTEL INC CENTRAL INDEX KEY: 0000018926 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 720651161 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07784 FILM NUMBER: 03760014 BUSINESS ADDRESS: STREET 1: P O BOX 4065 STREET 2: 100 CENTURYTEL DR CITY: MONROE STATE: LA ZIP: 71203 BUSINESS PHONE: 3183889000 MAIL ADDRESS: STREET 1: 100 CENTURYTEL DR STREET 2: P O BOX 4065 CITY: MONROE STATE: LA ZIP: 71203 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY TELEPHONE ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL TELEPHONE & ELECTRONICS CORP DATE OF NAME CHANGE: 19720512 11-K 1 dollarsandsense.txt DOLLARS AND SENSE PLAN 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, 2002 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. DOLLARS AND SENSE PLAN 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 Independent Auditors' Report ---------------------------- The Board of Directors CenturyTel, Inc.: We have audited the accompanying statements of net assets available for benefits of CenturyTel, Inc. Dollars and Sense Plan as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. 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 auditing standards generally accepted in the United States of America. 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. Dollars and Sense Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets (held at end of year) and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are 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 6, 2003 CENTURYTEL, INC. DOLLARS AND SENSE PLAN Statements of Net Assets Available for Benefits December 31, 2002 and 2001
2002 2001 - ------------------------------------------------------------------------------- PLAN ASSETS Investments, at fair value $ 174,839,395 191,542,936 Cash 4,512 52,976 Contributions receivable - employer 890 202,776 Contributions receivable - participants 2,139 488,885 - ------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $ 174,846,936 192,287,573 - -------------------------------------------------------------------------------
See accompanying notes to financial statements. CENTURYTEL, INC. DOLLARS AND SENSE PLAN Statement of Changes in Net Assets Available for Benefits For the year ended December 31, 2002
- ------------------------------------------------------------------------------------- Additions to net assets: Investment income (loss): Net depreciation in fair value of investments: Mutual funds $ (16,530,714) Common stocks (9,040,894) Dividend income 2,254,920 Interest income 713,217 - ------------------------------------------------------------------------------------- Net investment income (loss) (22,603,471) - ------------------------------------------------------------------------------------- Contributions: Participants 14,451,121 Employer 5,136,524 Transfer from CenturyTel, Inc. Employee Stock Ownership Plan 1,948,255 - ------------------------------------------------------------------------------------- Total contributions 21,535,900 - ------------------------------------------------------------------------------------- Total investment income (loss) and contributions (1,067,571) - ------------------------------------------------------------------------------------- Deductions from net assets: Participant withdrawals 16,373,066 - ------------------------------------------------------------------------------------- Net decrease (17,440,637) Net assets available for benefits: Beginning of year 192,287,573 - ------------------------------------------------------------------------------------- End of year $ 174,846,936 =====================================================================================
See accompanying notes to financial statements. CENTURYTEL, INC. DOLLARS AND SENSE PLAN Notes to Financial Statements December 31, 2002 and 2001 (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PROVISIONS OF THE PLAN Basis of Presentation The CenturyTel, Inc. Dollars and Sense Plan (the Plan) was established on May 1, 1986. The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting and present the net assets available for benefits and changes in net assets available for benefits. The Plan has made estimates in preparing the accompanying financial statements in accordance with accounting principles generally accepted in the United States of America. 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 of CenturyTel, Inc. and its participating subsidiaries (the Company), other than those who are classified as temporary employees or employees covered under a collective bargaining agreement. 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 compensation; however, the total amount contributed to the plan cannot exceed $11,000 for 2002 (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 W-2 earnings not in excess of $200,000 for 2002 (as adjusted in accordance with Federal Law) excluding overtime, Christmas bonuses, 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. The Elective Deferral Account is self-directed. As of the end of each payroll period, the Company contributes to an account (Employer Match Account) for each participant a contribution equal to 60% of each such participant's contribution during such payroll period; however, this matching contribution applies only to the first 6% of such participant's compensation contributed to the Plan. 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). Company contributions may be made in cash or CenturyTel, Inc. Common Stock (CenturyTel Common Stock). If made in cash, such cash is applied by the Trustee to the purchase of CenturyTel Common Stock. During 2002, the Company contributed CenturyTel common stock with a fair value of $5,136,524 to the Plan, all of which related to contributions made to the Employer Match Account. Effective June 3, 2002, 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 2002 was $1,000; 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). Additionally, an employee is permitted to transfer to the Plan as a contribution a portion of his interest in the CenturyTel, Inc. Employee Stock Ownership Plan (ESOP) pursuant to diversification rights under such plan. To qualify for this transfer an employee must be 55 years of age or older and have been a participant in the ESOP for ten years. Such contributions will be credited to an account on behalf of the participant (the ESOP Diversification Account). During 2002, transfers to the Plan from the ESOP aggregated $1,948,255. The interest of a participant in his Elective Deferral Account, Rollover/Transfer Account, Employer Match Account, Additional Match Account and ESOP Diversification Account is fully vested and non-forfeitable at all times. Reports to Participants All participants are furnished with quarterly statements which set forth the status of their accounts in the Plan. 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 entire 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 and over age 59 1/2 may make withdrawals from his vested accounts prior to meeting normal distribution requirements. 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, purchase of a principal residence, or the prevention of eviction or foreclosure from 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. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to change, suspend or terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974. 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 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, 2002, 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 Common Stock are valued at the closing market price on December 31, 2002 and 2001, respectively. Other investments in the funds, which consist 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. (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, 2002: (a) CenturyTel Common Stock Fund - consists of shares of CenturyTel Common Stock ($78,919,299 and $88,937,673 at December 31, 2002 and 2001, respectively). (b) T. Rowe Price Equity Index 500 Fund - consists primarily of investments in the same stocks and in substantially the same percentages as the S & P 500 Index ($23,631,045 and $29,973,518 at December 31, 2002 and 2001, respectively). (c) BGI Asset Allocation Fund - consists primarily of investments in common stocks, U. S. Treasury bonds and money market instruments ($14,905,732 and $17,935,461 at December 31, 2002 and 2001, respectively). (d) Loan Fund - represents loans to participants from the participants' investment accounts ($8,026,490 and $8,175,514 at December 31, 2002 and 2001, respectively). (e) BGI LifePath Income 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 ($865,533 and $488,586 at December 31, 2002 and 2001, respectively). (f) 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 ($2,095,792 and $2,594,757 at December 31, 2002 and 2001, respectively). (g) 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 ($1,951,048 and $2,050,807 at December 31, 2002 and 2001, respectively). (h) 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 ($1,406,820 and $1,522,522 at December 31, 2002 and 2001, respectively). (i) 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 ($2,724,447 and $3,367,154 at December 31, 2002 and 2001, respectively). (j) Janus Fund - consists primarily of investments in U. S. and foreign equity securities ($9,781,267 and $12,663,827 at December 31, 2002 and 2001, respectively). (k) T. Rowe Price Summit Cash Reserves Fund - consists primarily of investments in various money market instruments ($15,059,796 and $14,937,155 at December 31, 2002 and 2001, respectively). (l) T. Rowe Price Equity Income Fund - consists primarily of investments in U. S. and foreign common stocks ($3,012,599 and $1,552,455 at December 31, 2002 and 2001, respectively). (m) Janus Overseas Fund - consists primarily of investments in foreign equity securities ($689,877 and $456,115 at December 31, 2002 and 2001, respectively). (n) 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 ($2,816,912 and $1,753,555 at December 31, 2002 and 2001, respectively). (o) Morgan Stanley Dean Witter Small Company Growth Portfolio Fund - consists primarily of investments in equity securities of small companies ($1,291,038 and $845,719 at December 31, 2002 and 2001, respectively). (p) PIMCO Total Return Fund - consists primarily of investments in debt securities ($7,661,700 and $4,288,118 at December 31, 2002 and 2001, respectively). Investments in CenturyTel Common Stock Fund, BGI Asset Allocation Fund, Janus Fund, T. Rowe Price Summit Cash Reserves Fund, and T. Rowe Price Equity Index 500 Fund were each greater than 5% of net assets available for benefits at December 31, 2002. A participant may instruct that his contribution be allocated among the various funds. A participant may change his investment allocation instructions and his contribution percentage at any time. All amounts allocated to a participant's Employer Match Account are invested in the CenturyTel Common Stock Fund. Participants who have not attained age 45 or three years of service have no power to transfer amounts in the Employer Match Account to an investment fund other than the CenturyTel Common Stock Fund. Participants who have attained age 45 or three years of service may redirect the investment of the balance in their Employer Match Account. (3) INCOME TAXES The Plan and related trust were 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 July 1996 related to the Plan. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the Internal Revenue Code. (4) RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Barclays Global Investors Funds, Inc. (Barclays), Janus Capital Corporation (Janus) Morgan Stanley Dean Witter Investment Management, Inc. (Morgan Stanley), Pacific Investment Management Company (PIMCO) or T. Rowe Price. T. Rowe Price is the Trustee as defined by the Plan. Therefore, Barclays, Morgan Stanley, PIMCO, Janus and T. Rowe Price qualify as parties-in-interest. Fees paid by the Company to T. Rowe Price for trustee, record keeping and other services amounted to $267,875 for the year ended December 31, 2002. (5) CONCENTRATION OF INVESTMENTS As of December 31, 2002 and 2001, 45.1% and 46.3%, respectively, of the net assets available for benefits were invested in CenturyTel Common Stock. Substantially all of the remaining net assets available for benefits were invested in mutual funds managed by T. Rowe Price, Barclays, Morgan Stanley, PIMCO, or Janus. (6) COMPANY/PARTICIPANT DIRECTED FUNDS The CenturyTel Common Stock Fund includes contributions from the Company and participants. Participant contributions are directed solely by the participants. Contributions from the Company are directed by the Company, except for contributions made on behalf of participants who are age 45 or older or have three years of service. Such contributions can be redirected by these participants to the funds of their choice. All other funds are participant directed. The following tables set forth information related to the CenturyTel Common Stock Fund's assets available for benefits as of December 31, 2002 and 2001 and the changes in such assets for the year ended December 31, 2002.
December 31, 2002 2001 - -------------------------------------------------------------------------------- PLAN ASSETS Investments $ 78,919,299 88,937,673 Contributions receivable - employer 890 201,403 Contributions receivable - participant 427 154,114 - -------------------------------------------------------------------------------- ASSETS AVAILABLE FOR BENEFITS $ 78,920,616 89,293,190 ================================================================================
For the year ended December 31, 2002 - -------------------------------------------------------------------------------- Additions to assets: Investment income (loss): Net depreciation in fair value of investments $ (9,040,894) Dividend and other income 560,165 Interest income 267,256 - ------------------------------------------------------------------------------ Net investment income (loss) (8,213,473) - ------------------------------------------------------------------------------ Contributions: Participants 3,736,638 Employer 5,136,524 Transfer from CenturyTel Inc. Employee Stock Ownership Plan and Trust 526,433 - ------------------------------------------------------------------------------ Total contributions 9,399,595 - ------------------------------------------------------------------------------ Total investment income (loss) and contributions 1,186,122 - ------------------------------------------------------------------------------ Deductions from assets: Participant withdrawals 5,839,729 - ------------------------------------------------------------------------------ Net decrease prior to interfund transfers (4,653,607) Interfund transfers (5,718,967) - ------------------------------------------------------------------------------ Net decrease (10,372,574) Net assets available for benefits: Beginning of year 89,293,190 - ------------------------------------------------------------------------------ End of year $ 78,920,616 ==============================================================================
CENTURYTEL, INC. DOLLARS AND SENSE PLAN Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2002
Identity of issuer, borrower, Current lessor or similar party Description of Investment Value - -------------------------------------------------------------------------------------------------------------- Investment in CenturyTel Common Stock 2,686,157 shares at $29.38 per share $ 78,919,299 (Notes 1 & 2) Loan Fund (interest rates ranged from 4.75% to 12.50%) - 8,026,490 Investment in Mutual Funds for Qualified Employee Benefit Plans: Managed by Barclays: Asset Allocation Fund 1,817,772 shares at $ 8.20 per share 14,905,732 (Note 1) LifePath Income Fund 86,294 shares at $10.03 per share 865,533 LifePath 2010 Fund 193,696 shares at $10.82 per share 2,095,792 LifePath 2020 Fund 164,091 shares at $11.89 per share 1,951,048 LifePath 2030 Fund 121,697 shares at $11.56 per share 1,406,820 LifePath 2040 Fund 222,041 shares at $12.27 per share 2,724,447 Managed by Janus: Janus Overseas Fund 45,120 shares at $15.29 per share 689,877 Janus Fund 548,893 shares at $17.82 per share 9,781,267 (Note 1) Managed by Morgan Stanley: Small Co. Growth Portfolio Fund 177,829 shares at $7.26 per share 1,291,038 Managed by PIMCO: PIMCO Total Return Fund 718,060 shares at $10.67 per share 7,661,700 Managed by T. Rowe Price: Equity Income Fund 152,228 shares at $19.79 per share 3,012,599 Equity Index 500 Fund 998,354 shares at $23.67 per share 23,631,045 (Note 1) Mid-Cap Growth Fund 90,751 shares at $31.04 per share 2,816,912 Summit Cash Reserves Fund 15,059,796 shares at $1.00 per share 15,059,796 (Note 1) - -------------------------------------------------------------------------------------------------------------- $ 174,839,395 ==============================================================================================================
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 except CenturyTel Common Stock Fund are participant directed. The CenturyTel Common Stock Fund is considered to be nonparticipant directed. The cost of investment in CenturyTel Common Stock is $67,173,676. CENTURYTEL, INC. DOLLARS AND SENSE PLAN Schedule H, Line 4j - Schedule of Reportable Transactions For the Year Ended December 31, 2002
Current Value of Redemption Asset at Date of Purchase or Selling Lease Expense Cost of Acquisition or Net Description of Transaction Price Price Rental Incurred Asset Disposition Gain (Loss) - ------------------------------------------------------------------------------------------------------------------------------------ (Note 1) Category (3) - A series of transactions - --------------------------------------- in excess of 5% of beginning of year ------------------------------------ Plan assets available for benefits ---------------------------------- Transactions in CenturyTel Common Stock 10,670,652 11,648,367 - - 10,144,897 (Note 2) 1,503,470
T. Rowe Price is considered a party-in-interest. Additionally, CenturyTel, Inc., as sponsor of the Plan, is considered a party-in-interest. Notes: (1) The purchase price denotes cost and current value of the security on the transaction date. (2) Current value is substantially the same as purchase price or selling price of the security on the transaction date. 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. Dollars and Sense Plan June 27, 2003 /s/ R. Stewart Ewing, Jr. ------------------------- R. Stewart Ewing, Jr. Retirement Committee Member and Executive Officer of Issuer of Plan Securities CENTURYTEL, INC. DOLLARS AND SENSE PLAN Index to Exhibits Exhibit Number - ------------------------------------------------------------------------------ 23.1 Independent Auditors' Consent 99 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EX-23 3 exhibit23.txt AUDITORS CONSENT EXHIBIT 23.1 ------------ INDEPENDENT AUDITORS' CONSENT ----------------------------- The Board of Directors CenturyTel, Inc.: We consent to incorporation by reference in the registration statement (No. 333-67815) on Form S-8 of CenturyTel, Inc. of our report dated June 6, 2003, relating to the statements of net assets available for benefits of CenturyTel, Inc. Dollars and Sense Plan as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002, and related financial statement schedules as of December 31, 2002, which report appears in the December 31, 2002 annual report on Form 11-K of CenturyTel, Inc. Dollars and Sense Plan. KPMG LLP /s/ KPMG LLP Shreveport, Louisiana June 26, 2003 EX-99 4 exhibit99.txt CERTIFICATEION EXHIBIT 99 ---------- June 27, 2003 VIA EDGAR TRANSMISSION - ---------------------- Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 Re: CenturyTel, Inc. Dollars and Sense Plan Certification of Contents of Form 11-K for the period ending December 31, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Ladies and Gentlemen: In connection with the annual report on Form 11-K for the CenturyTel, Inc. Dollars and Sense Plan (the "Plan") for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof, the undersigned hereby certifies that the Form 11-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in the Form 11-K fairly presents, in all material respects, the financial condition and results of operations of the Plan for the period covered by such report. This certification is being furnished as an exhibit to the Form 11-K under Section 906 of the Sarbanes-Oxley Act of 2002, Pub. L. No. 107-204, and should not be deemed to be filed with the Securities and Exchange Commission, either as a part of the Form 11-K or otherwise. A signed original of this written statement (or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form below) has been provided to CenturyTel, Inc., the Plan sponsor, and will be retained by CenturyTel, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. Very truly yours, /s/ R. Stewart Ewing, Jr. - ------------------------- R. Stewart Ewing, Jr. Retirement Committee Member and Executive Vice President and Chief Financial Officer of the Plan Sponsor -----END PRIVACY-ENHANCED MESSAGE-----