[X]
|
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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[
]
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
|
ACT
OF 1934
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A.
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Full
title of the plan and the address of the plan if different from that
of
the issuer named below:
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B.
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Name
of
issuer of the securities held pursuant to the plan and the address
of its
principal executive office:
|
2005
|
2004
|
||||||
PLAN
ASSETS
|
|||||||
Investments,
at
fair value
|
$
|
261,254,043
|
229,390,632
|
||||
Cash
|
10,734
|
128,623
|
|||||
Contributions
receivable - employer
|
1,878
|
832,231
|
|||||
Contributions
receivable - participants
|
4,845
|
-
|
|||||
NET
ASSETS AVAILABLE FOR BENEFITS
|
$
|
261,271,500
|
230,351,486
|
Additions
to net assets:
|
||||
Investment
income:
|
||||
Net
appreciation (depreciation) in fair value of investments:
|
||||
Mutual
funds
|
$
|
4,863,815
|
||
Common
stocks
|
(5,139,452
|
)
|
||
Dividend
and other income
|
6,746,373
|
|||
Interest
income
|
530,074
|
|||
Net
investment income
|
7,000,810
|
|||
Contributions:
|
||||
Participants
|
14,858,329
|
|||
Employer
|
5,491,077
|
|||
Transfer
from CenturyTel, Inc. Employee Stock Ownership Plan
|
17,447,803
|
|||
Transfer
from merged plan
|
1,914,152
|
|||
Total
contributions
|
39,711,361
|
|||
Total
investment income and contributions
|
46,712,171
|
|||
Deductions
from net assets:
|
||||
Participant
withdrawals
|
15,727,837
|
|||
Administrative
expenses
|
64,320
|
|||
Total
deductions
|
15,792,157
|
|||
Net
increase
|
30,920,014
|
|||
Net
assets available for benefits:
|
||||
Beginning
of year
|
230,351,486
|
|||
End
of year
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$
|
261,271,500
|
(1)
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SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES AND PROVISIONS OF THE
PLAN
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(2)
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DESCRIPTION
OF THE F UNDS
|
(a) |
CenturyTel
Common Stock Fund - consists of shares of CenturyTel Common Stock
($70,069,095 and $85,901,952 at December 31, 2005 and 2004,
respectively).
|
(b) |
Loan
Fund - represents loans to participants from the participants' investment
accounts ($9,590,409 and $8,978,637 at December 31, 2005 and 2004,
respectively).
|
(c) |
American
Funds Amcap, R4 - consists primarily of investments in U.S. common
stocks
($15,238,372 and $13,854,410 at December 31, 2005 and 2004,
respectively).
|
(d) |
Fidelity
Diversified International Fund - consists primarily of investments
in
foreign common stocks ($8,124,413 and $3,445,118 at December 31,
2005 and
2004, respectively).
|
(e) |
Oakmark
Equity and Income Fund, Class I - consists primarily of investments
in
U.S. equity and debt securities ($22,583,247 and $17,950,326 at December
31, 2005 and 2004, respectively).
|
(f) |
Morgan
Stanley Institutional Fund Small Company Growth Portfolio B - consists
primarily of investments in equity securities of small companies
($8,127,000 and $5,339,651 at December 31, 2005 and 2004,
respectively).
|
(g) |
PIMCO
Low Duration III Institutional Fund - consists primarily of investments
in
debt securities with an average duration between one and three years
($1,346,802 and $267,817 at December 31, 2005 and 2004,
respectively).
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(h) |
PIMCO
Total Return Fund - consists primarily of investments in debt securities
($11,562,194 and $8,309,724 at December 31, 2005 and 2004,
respectively).
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(i) |
Allianz
NFJ Small Cap Value Institutional Fund- (formerly PIMCO NFJ Small
Cap
Value Institutional Fund) consists primarily of investments in common
stocks of companies with market capitalizations between $100 million
and
$1.8 billion that have below average P/E ratios relative to their
industries and U.S. depositary receipts ($7,223,000 and $2,162,102
at
December 31, 2005 and 2004,
respectively).
|
(j) |
T.
Rowe Price Retirement 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 ($2,739,672
and $2,100,380 at December 31, 2005 and 2004,
respectively).
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(k) |
T.
Rowe Price Retirement 2005 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 ($805
at
December 31, 2005).
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(l) |
T.
Rowe Price Retirement 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 ($6,915,558
and $3,197,255 at December 31, 2005 and 2004,
respectively).
|
(m) |
T.
Rowe Price Retirement 2015 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 2015 ($135,985
at December 31, 2005).
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(n) |
T.
Rowe Price Retirement 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 ($6,550,556
and $3,434,024 at December 31, 2005 and 2004,
respectively).
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(o) |
T.
Rowe Price Retirement 2025 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 2025 ($117,284
at December 31, 2005).
|
(p) |
T.
Rowe Price Retirement 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 ($4,183,957
and $3,065,821 at December 31, 2005 and 2004,
respectively).
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(q) |
T.
Rowe Price Retirement 2035 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 2035 ($52,274
at
December 31, 2005).
|
(r) |
T.
Rowe Price Retirement 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 ($5,130,515
and $4,152,665 at December 31, 2005 and 2004,
respectively).
|
(s) |
T.
Rowe Price Equity Income Fund - consists primarily of investments
in U. S.
and foreign common stocks ($11,603,685 and $8,587,147 at December
31, 2005
and 2004, respectively).
|
(t) |
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 ($34,866,136 and $32,851,698 at December 31, 2005 and 2004,
respectively).
|
(u) |
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 ($18,052,393 and
$11,532,013 at December 31, 2005 and 2004,
respectively).
|
(v) |
T.
Rowe Price Summit Cash Reserves Fund - consists primarily of investments
in various money market instruments ($17,040,691 and $14,259,892
at
December 31, 2005 and 2004,
respectively).
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(3)
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INCOME
TAXES
|
(4)
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RELATED
PARTY TRANSACTIONS
|
(5)
|
CONCENTRATION
OF INVESTMENTS
|
(6)
|
COMPANY/PARTICIPANT
DIRECTED FUNDS
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December
31,
|
2005
|
2004
|
|||||
PLAN
ASSETS
|
|||||||
Investments
|
$
|
70,069,095
|
85,901,952
|
||||
Contributions
receivable - employer
|
1,878
|
832,231
|
|||||
Contributions
receivable - participants
|
335
|
-
|
|||||
ASSETS
AVAILABLE FOR BENEFITS
|
$
|
70,071,308
|
86,734,183
|
For
the year ended
|
||||
December
31, 2005
|
||||
Additions
to assets:
|
||||
Investment
income:
|
||||
Net
depreciation in fair value of investments
|
$
|
(5,139,452
|
)
|
|
Dividend
and other income
|
532,418
|
|||
Interest
income
|
155,890
|
|||
Net
investment income
|
(4,451,144
|
)
|
||
Contributions:
|
||||
Participants
|
2,404,920
|
|||
Employer
|
5,491,077
|
|||
Transfer
from CenturyTel, Inc. Employee Stock Ownership Plan and
Trust
|
538,742
|
|||
Total
contributions
|
8,434,739
|
|||
Total
investment income and contributions
|
3,983,595
|
|||
Deductions
from assets:
|
||||
Participant
withdrawals
|
5,214,819
|
|||
Net
decrease prior to interfund transfers
|
(1,231,224
|
)
|
||
Interfund
transfers
|
(15,431,651
|
)
|
||
Net
decrease
|
(16,662,875
|
)
|
||
Net
assets available for benefits:
|
||||
Beginning
of year
|
86,734,183
|
|||
End
of year
|
$
|
70,071,308
|
Identity
of issuer, borrower,
|
Current
|
||||||||||||
lessor
or similar party
|
Description
of Investment
|
Value
|
|||||||||||
Investment
in CenturyTel Common Stock
|
2,113,061
|
shares at $33.16 per share |
$
|
70,069,095
|
(Note
1
|
)
|
|||||||
Loan
Fund (interest rates ranged from
|
|||||||||||||
4.75%
to 12.5%)
|
|
9,590,409
|
|||||||||||
Investment
in Mutual Funds for
|
|||||||||||||
Qualified
Employee Benefit Plans:
|
|||||||||||||
Managed
by Capital Research and
|
|||||||||||||
Management
Company:
|
|||||||||||||
American
Funds Amcap, R4
|
799,915
|
shares at $19.05 per share |
15,238,372
|
(Note
1
|
)
|
||||||||
Managed
by Fidelity Investments:
|
|||||||||||||
Fidelity
Diversified International
|
249,675
|
shares at $32.54 per share |
8,124,413
|
||||||||||
Managed
by Harris Associates:
|
|||||||||||||
Oakmark
Equity & Income Fund, Class I
|
904,053
|
shares at $24.98 per share |
22,583,247
|
(Note
1
|
)
|
||||||||
Managed
by Morgan Stanley:
|
|||||||||||||
Institutional
Fund Small Company
|
|||||||||||||
Growth Portfolio B
|
660,195
|
shares at $12.31 per share |
8,127,000
|
||||||||||
Managed
by PIMCO:
|
|||||||||||||
PIMCO
Low Duration III Fund
|
136,870
|
shares at $9.84 per share |
1,346,802
|
||||||||||
PIMCO
Total Return Fund
|
1,101,161
|
shares at $10.50 per share |
11,562,194
|
||||||||||
Managed
by Allianz Global Inventors of America:
|
|||||||||||||
Allianz
NFJ Small Cap Value Institutional
|
242,953
|
shares at $29.73 per share |
7,223,000
|
||||||||||
Managed
by T. Rowe Price:
|
|||||||||||||
Retirement
Income Fund
|
219,877
|
shares at $12.46 per share |
2,739,672
|
||||||||||
Retirement
2005 Fund
|
74
|
shares at $10.87 per share |
805
|
||||||||||
Retirement
2010 Fund
|
474,644
|
shares at $14.57 per share |
6,915,558
|
||||||||||
Retirement
2015 Fund
|
12,120
|
shares at $11.22 per share |
135,985
|
||||||||||
Retirement
2020 Fund
|
419,101
|
shares at $15.63 per share |
6,550,556
|
||||||||||
Retirement
2025 Fund
|
10,225
|
shares at $11.47 per share |
117,284
|
||||||||||
Retirement
2030 Fund
|
253,727
|
shares at $16.49 per share |
4,183,957
|
||||||||||
Retirement
2035 Fund
|
4,499
|
shares at $11.62 per share |
52,274
|
||||||||||
Retirement
2040 Fund
|
309,627
|
shares at $16.57 per share |
5,130,515
|
||||||||||
Equity
Income Fund
|
447,673
|
shares at $25.92 per share |
11,603,685
|
||||||||||
Equity
Index 500 Fund
|
1,039,229
|
shares at $33.55 per share |
34,866,136
|
(Note
1
|
)
|
||||||||
Mid-Cap
Growth Fund
|
333,439
|
shares at $54.14 per share |
18,052,393
|
(Note
1
|
)
|
||||||||
Summit
Cash Reserves Fund
|
17,040,691
|
shares at $1.00 per share |
17,040,691
|
(Note
1
|
)
|
||||||||
$
|
261,254,043
|
||||||||||||
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.
|
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 (Note 3)
|
$
|
9,117,620
|
$
|
19,811,042
|
-
|
-
|
$
|
15,646,593
|
(Note
2)
|
|
$
|
4,164,449
|
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.
|
|
(3)
|
Amounts
allocated to the Employer Match Account are initially invested
in
CenturyTel common stock. Effective October 1, 2005, all participants
can
redirect these amounts to other investments at their discretion.
Prior to
this time, only certain participants could redirect these amounts
to other
investments. This schedule includes all transactions in CenturyTel
common
stock for the year ended December 31, 2005 as information applicable
only
to non-participant directed transactions is not readily
available.
|
CenturyTel,
Inc.
|
||
Dollars
and Sense Plan
|
||
June
28, 2006
|
/s/
R. Stewart Ewing, Jr.
|
|
R.
Stewart Ewing, Jr.
|
||
Retirement
Committee Member
|
||
and
Executive Officer of
|
||
Issuer
of Plan Securities
|
23.1 |
Consent
of Independent Registered Public Accounting
Firm
|