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, 2000
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
(Formerly Century Telephone Enterprises, Inc. Retirement
Savings Plan For Bargaining Unit Employees 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
Independent Auditors' Report
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,
2000 and 1999, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2000. 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.
Union Retirement Savings Plan and Trust as of December 31, 2000 and 1999, and
the changes in net assets available for benefits for the year ended December 31,
2000 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 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 14, 2001
CENTURYTEL, INC.
UNION RETIREMENT SAVINGS PLAN AND TRUST
Statements of Net Assets Available for Benefits
December 31, 2000 and 1999
2000 1999
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PLAN ASSETS
Investments, at fair value $ 8,772,766 9,696,684
Cash - 440
Contributions receivable - employer 7,463 16,876
Contributions receivable - participants 17,322 -
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NET ASSETS AVAILABLE FOR BENEFITS $ 8,797,551 9,714,000
===============================================================================
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, 2000
_______________________________________________________________________________
Additions to net assets:
Investment income (loss)
Net depreciation in fair value of investments:
Mutual funds $ (489,241)
Common stocks (987,264)
Dividend and other income 132,689
Interest income 36,028
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Net investment income (loss) (1,307,788)
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Contributions:
Participants 428,005
Company 182,900
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Total contributions 610,905
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Total investment income (loss) and contributions (696,883)
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Deductions from net assets:
Participant withdrawals 214,626
Other, net 4,940
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Total deductions 219,566
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Net decrease (916,449)
Net assets available for benefits:
Beginning of year 9,714,000
--------------------------------------------------------------------------------
End of year $ 8,797,551
================================================================================
See accompanying notes to financial statements.
CENTURYTEL, INC.
UNION RETIREMENT SAVINGS PLAN AND TRUST
Notes to Financial Statements
December 31, 2000
(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)
(formerly the Century Telephone Enterprises, Inc. Retirement Savings Plan
for Bargaining Unit Employees and Trust) 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, 2000 and 1999 and changes in net assets
available for benefits for the year ended December 31, 2000. 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 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, an
employee agrees to a deferral of between one percent and sixteen percent
of his base pay. The amount of compensation deferred by each participant
is credited to an account (Elective Deferral Account) maintained for each
participant by the Trustee.
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.
During 2000 the Company contributed $182,900 to the Employer Match
Account.
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).
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 becomes fully
vested after five years of service. A participant with less than five
years of service has no vested interest in this account.
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 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. 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% of the vested account balance, up to $50,000. 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, 2000, was T. Rowe Price Trust
Company (T. Rowe Price). Prior to September 1, 2000, the Trustee of the
Plan was Merrill Lynch Trust Company, FSB (Merrill Lynch). 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.
Market Value Determination
Investments in CenturyTel, Inc. Common Stock (CenturyTel Common Stock) are
valued at the closing market price on December 31, 2000 and 1999,
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.
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. The Company, however, is required to maintain the
Plan under the terms of the applicable labor agreement.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
No.133"). SFAS No. 133 requires that an entity recognize all derivatives
and measure those instruments at fair value.
SFAS No. 133 is effective for fiscal years beginning after June 15, 2000.
Pursuant to SFAS No. 137, the Plan is required to adopt SFAS No. 133
effective January 1, 2001. Management has determined that the impact of
SFAS No. 133 on the Plan Financial statements would be immaterial.
(2) DESCRIPTION OF THE FUNDS
The following is a description of each of the funds available to Plan
participants as of December 31, 2000:
(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 ($3,888,209 at December 31, 2000).
(b) CenturyTel Common Stock Fund - consists of shares of CenturyTel
Common Stock ($3,351,090 and $4,206,375 at December 31, 2000 and
1999, respectively).
(c) Loan Fund - represents loans to participants from the participants'
investment accounts ($348,296 and $357,246 at December 31, 2000 and
1999, respectively).
(d) T. Rowe Price Summit Cash Reserve Fund - consists primarily of
investments in various money market instruments ($575,151 at
December 31, 2000).
(e) T. Rowe Price Equity Income Fund - consists primarily of investments
in U. S. and foreign common stocks ($281 at December 31, 2000).
(f) Janus Overseas Fund - consists primarily of investments in foreign
equity securities ($48,844 at December 31, 2000).
(g) Janus Fund - consists primarily of investments in U. S. and foreign
equity securities ($70,111 at December 31, 2000).
(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 ($20,919 at
December 31, 2000).
(i) Morgan Stanley Dean Witter Small Company Growth Portfolio Fund -
consists primarily of investments in common stocks of small companies
($39,521 at December 31, 2000).
(j) PIMCO Total Return Fund - consists primarily of investments in debt
securities ($381,197 at December 31, 2000).
(k) BGI Asset Allocation Fund - consists primarily of investments in
common stocks, U. S. Treasury bonds and money market instruments
($14,204 at December 31, 2000).
(l) 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) around the year 2000 ($73
at December 31, 2000).
(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
($10,504 at December 31, 2000).
(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
($10,998 at December 31, 2000).
(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
($13,289 at December 31, 2000).
(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 ($79
at December 31, 2000).
Investments in CenturyTel Common Stock Fund, T. Rowe Price Equity Index
500 Fund and T. Rowe Price Summit Cash Reserve Fund were each greater than
5% of assets available for benefits at December 31, 2000.
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 1995 related to the Plan. The Plan has been amended and
restated 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 T. Rowe
Price, Barclays Global Investors Funds, Inc. (Barclays), Morgan Stanley
Dean Witter 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. Merrill Lynch was
Trustee of the Plan until September 1, 2000. Therefore, T. Rowe Price,
Barclays, Morgan Stanley, Janus, PIMCO, and Merrill Lynch qualify as
parties-in-interest. Fees paid by the Company to T. Rowe Price and Merrill
Lynch for trustee, record keeping and other services amounted to $8,845
and $12,372, respectively, for the year ended December 31, 2000.
(5) CONCENTRATION OF INVESTMENTS
As of December 31, 2000 and 1999, 38.1% and 43.3%, 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, 2000
Identity of issuer, borrower, Description Current Value Per
lessor or similar party of Investment Value Share
---------------------------------------------------------------------------------------------------
Investment in CenturyTel Common Stock 93,737 shares $ 3,351,090 (Note 1) 35.75
Loan Fund (interest rates ranged
from 8.75% to 12.50%) - 348,296 -
Investment in Mutual Funds for
Qualified Employee Benefit Plans:
Managed by Barclays:
Asset Allocation Fund 1,298 shares 14,204 10.94
Lifepath Income Fund 7 shares 73 10.73
Lifepath 2010 Fund 833 shares 10,504 12.61
Lifepath 2020 Fund 731 shares 10,998 15.04
Lifepath 2030 Fund 805 shares 13,289 16.50
Lifepath 2040 Fund 4 shares 79 17.80
Managed by Janus:
Janus Overseas Fund 1,840 shares 48,844 26.54
Janus Fund 2,106 shares 70,111 33.29
Managed by Morgan Stanley:
Small Co. Growth Portfolio Fund 3,700 shares 39,521 10.68
Managed by PIMCO:
PIMCO Total Return Fund 36,689 shares 381,197 10.39
Managed by T. Rowe Price:
Equity Income Fund 11 shares 281 24.67
Equity Index 500 Fund 109,527 shares 3,888,209 (Note 1) 35.50
Mid-Cap Growth Fund 526 shares 20,919 39.79
Summit Cash Reserve Fund 575,151 shares 575,151 (Note 1) 1.00
---------------------------------------------------------------------------------------------------
$ 8,772,766
===================================================================================================
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.
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
July 12, 2001 /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 Exhibit
Exhibit
Number
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23.1 Independent 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.
33-46562) on Form S-8 of CenturyTel, Inc. of our report dated June 14, 2001
relating to the statements of net assets available for benefits of CenturyTel
Union Retirement Savings Plan and Trust as of December 31, 2000 and 1999, and
the related statement of changes in net assets available for benefits for the
year ended December 31, 2000, and related financial statement schedule as of
December 31, 2000, which report appears in the December 31, 2000 annual report
on Form 11-K of CenturyTel, Inc. Union Retirement Savings Plan and Trust.
KPMG LLP
/s/ KPMG LLP
Shreveport, Louisiana
July 10, 2001