CenturyTel,
Inc.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
Three
months
|
|
|
|
ended
March 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
|
|
|
|
OPERATING
ACTIVITIES
|
|
|
|
|
|
|
Net
income
|
|
$ |
77,870
|
|
|
|
69,260
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
127,784
|
|
|
|
134,872
|
|
Deferred
income taxes
|
|
|
13,371
|
|
|
|
9,419
|
|
Changes
in current assets and current liabilities:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
15,812
|
|
|
|
23,618
|
|
Accounts
payable
|
|
|
(2,585 |
) |
|
|
(4,711 |
) |
Accrued
income and other taxes
|
|
|
35,695
|
|
|
|
(37,072 |
) |
Other
current assets and other current liabilities, net
|
|
|
(15,030 |
) |
|
|
(13,892 |
) |
Retirement
benefits
|
|
|
5,636
|
|
|
|
7,378
|
|
Excess
tax benefits from share-based compensation
|
|
|
(3,032 |
) |
|
|
(4,186 |
) |
Increase
(decrease) in other noncurrent assets
|
|
|
1,032
|
|
|
|
(2,590 |
) |
Increase
(decrease) in other noncurrent liabilities
|
|
|
(401 |
) |
|
|
1,392
|
|
Other,
net
|
|
|
2,558
|
|
|
|
542
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by operating activities
|
|
|
258,710
|
|
|
|
184,030
|
|
|
|
|
|
|
|
|
|
|
INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
Payments
for property, plant and equipment
|
|
|
(48,880 |
) |
|
|
(60,088 |
) |
Investment
in unconsolidated cellular entity
|
|
|
-
|
|
|
|
(5,222 |
) |
Other,
net
|
|
|
(1,635 |
) |
|
|
(408 |
) |
|
|
|
|
|
|
|
|
|
Net
cash used in investing activities
|
|
|
(50,515 |
) |
|
|
(65,718 |
) |
|
|
|
|
|
|
|
|
|
FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
Net
proceeds from the issuance of long-term debt
|
|
|
741,840
|
|
|
|
-
|
|
Payments
of debt
|
|
|
(64,955 |
) |
|
|
(8,002 |
) |
Proceeds
from issuance of short-term debt
|
|
|
-
|
|
|
|
291,000
|
|
Proceeds
from issuance of common stock
|
|
|
20,031
|
|
|
|
32,623
|
|
Repurchase
of common stock
|
|
|
(164,009 |
) |
|
|
(573,888 |
) |
Cash
dividends
|
|
|
(7,309 |
) |
|
|
(7,301 |
) |
Excess
tax benefits from share-based compensation
|
|
|
3,032
|
|
|
|
4,186
|
|
Other,
net
|
|
|
1,256
|
|
|
|
(456 |
) |
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) financing activities
|
|
|
529,886
|
|
|
|
(261,838 |
) |
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
738,081
|
|
|
|
(143,526 |
) |
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of period
|
|
|
25,668
|
|
|
|
158,846
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of period
|
|
$ |
763,749
|
|
|
|
15,320
|
|
|
|
|
|
|
|
|
|
|
Supplemental
cash flow information:
|
|
|
|
|
|
|
|
|
Income
taxes paid
|
|
$ |
8,022
|
|
|
|
69,376
|
|
Interest
paid (net of capitalized interest of $267 and $536)
|
|
$ |
64,434
|
|
|
|
66,586
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to consolidated financial statements.
CenturyTel,
Inc.
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
|
|
Three
months
|
|
|
|
ended
March 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Dollars
in thousands)
|
|
COMMON
STOCK
|
|
|
|
|
|
|
Balance
at beginning of period
|
|
$ |
113,254
|
|
|
|
131,074
|
|
Issuance
of common stock through dividend reinvestment, incentive
and
benefit plans and other
|
|
|
754
|
|
|
|
1,433
|
|
Repurchase
of common stock
|
|
|
(3,697 |
) |
|
|
(16,523 |
) |
Balance
at end of period
|
|
|
110,311
|
|
|
|
115,984
|
|
|
|
|
|
|
|
|
|
|
PAID-IN
CAPITAL
|
|
|
|
|
|
|
|
|
Balance
at beginning of period
|
|
|
24,256
|
|
|
|
129,806
|
|
Issuance
of common stock through dividend reinvestment, incentive and
benefit plans
|
|
|
19,277
|
|
|
|
31,190
|
|
Repurchase
of common stock
|
|
|
-
|
|
|
|
(71,362 |
) |
Excess
tax benefits from share-based compensation
|
|
|
3,032
|
|
|
|
4,186
|
|
Share-based
compensation and other
|
|
|
4,206
|
|
|
|
1,626
|
|
Balance
at end of period
|
|
|
50,771
|
|
|
|
95,446
|
|
|
|
|
|
|
|
|
|
|
ACCUMULATED
OTHER COMPREHENSIVE LOSS, NET OF TAX
|
|
|
|
|
|
|
|
|
Balance
at beginning of period
|
|
|
(104,942 |
) |
|
|
(9,619 |
) |
Net
change in other comprehensive income (loss), net of reclassification
adjustment, net of tax
|
|
|
1,980
|
|
|
|
(1,163 |
) |
Balance
at end of period
|
|
|
(102,962 |
) |
|
|
(10,782 |
) |
|
|
|
|
|
|
|
|
|
RETAINED
EARNINGS
|
|
|
|
|
|
|
|
|
Balance
at beginning of period
|
|
|
3,150,933
|
|
|
|
3,358,162
|
|
Net
income
|
|
|
77,870
|
|
|
|
69,260
|
|
Repurchase
of common stock
|
|
|
(160,312 |
) |
|
|
(486,003 |
) |
Cumulative
effect of adoption of SAB 108 (see Note 1)
|
|
|
-
|
|
|
|
9,705
|
|
Cumulative
effect of adoption of FIN 48 (see Note 6)
|
|
|
478
|
|
|
|
-
|
|
Cash
dividends declared
|
|
|
|
|
|
|
|
|
Common
stock - $.065 and $.0625 per share, respectively
|
|
|
(7,216 |
) |
|
|
(7,203 |
) |
Preferred
stock
|
|
|
(93 |
) |
|
|
(98 |
) |
Balance
at end of period
|
|
|
3,061,660
|
|
|
|
2,943,823
|
|
|
|
|
|
|
|
|
|
|
PREFERRED
STOCK - NON-REDEEMABLE
|
|
|
|
|
|
|
|
|
Balance
at beginning and end of period
|
|
|
7,450
|
|
|
|
7,850
|
|
|
|
|
|
|
|
|
|
|
TOTAL
STOCKHOLDERS' EQUITY
|
|
$ |
3,127,230
|
|
|
|
3,152,321
|
|
See
accompanying notes to consolidated financial statements.
CenturyTel,
Inc.
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31,
2007
(UNAUDITED)
(1)
|
Basis
of Financial Reporting
|
Our
consolidated financial statements
include the accounts of CenturyTel, Inc. and its majority-owned
subsidiaries. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted
accounting principles have been condensed or omitted pursuant to rules
and
regulations of the Securities and Exchange Commission; however, in the
opinion
of management, the disclosures made are adequate to make the information
presented not misleading. The consolidated financial statements and footnotes
included in this Form 10-Q should be read in conjunction with the consolidated
financial statements and notes thereto included in our annual report on
Form
10-K for the year ended December 31, 2006.
The
financial information for the
three months ended March 31, 2007 and 2006 has not been audited by independent
certified public accountants; however, in the opinion of management, all
adjustments necessary to present fairly the results of operations for the
three-month periods have been included therein. The results of
operations for the first three months of the year are not necessarily indicative
of the results of operations which might be expected for the entire
year.
During
the fourth quarter of 2006, in
accordance with Staff Accounting Bulletin No. 108, “Considering the Effect of
Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Results” (“SAB 108”), we identified two misstatements that previously
were deemed immaterial using the income statement approach that were deemed
material upon application of the balance sheet approach. We recorded
the cumulative effect of such adjustments as an adjustment to retained
earnings
(as of January 1, 2006). We have adjusted our results of operations for
the
first three quarters of 2006 to reflect the ongoing application of the
adjustments recorded pursuant to SAB 108. Such adjustments were
immaterial to each quarter. For additional information, see our
annual report on Form 10-K for the year ended December 31, 2006.
(2) Goodwill
and Other Intangible Assets
Goodwill
and
other intangible assets as of March 31, 2007 and December 31, 2006 were
composed
of the following:
|
|
March
31,
|
|
|
Dec.
31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$ |
3,431,136
|
|
|
|
3,431,136
|
|
|
|
|
|
|
|
|
|
|
Intangible
assets subject to amortization
|
|
|
|
|
|
|
|
|
Customer
base
|
|
|
|
|
|
|
|
|
Gross
carrying amount
|
|
$ |
25,094
|
|
|
|
25,094
|
|
Accumulated
amortization
|
|
|
(7,441 |
) |
|
|
(7,022 |
) |
Net
carrying amount
|
|
$ |
17,653
|
|
|
|
18,072
|
|
|
|
|
|
|
|
|
|
|
Contract
rights
|
|
|
|
|
|
|
|
|
Gross
carrying amount
|
|
$ |
4,187
|
|
|
|
4,187
|
|
Accumulated
amortization
|
|
|
(3,605 |
) |
|
|
(3,257 |
) |
Net
carrying amount
|
|
$ |
582
|
|
|
|
930
|
|
|
|
|
|
|
|
|
|
|
Intangible
asset not subject to amortization
|
|
$ |
36,690
|
|
|
|
36,690
|
|
Total
amortization expense related to the intangible assets subject to amortization
for the first quarter of 2007 was $767,000 and is expected to be $2.6
million in
2007 and $1.7 million annually thereafter through 2010.
(3)
|
Postretirement
Benefits
|
We
sponsor health care plans that
provide postretirement benefits to all qualified retired employees.
Net
periodic postretirement benefit
cost for the three months ended March 31, 2007 and 2006 included the
following
components:
|
|
Three
months
|
|
|
|
ended
March 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
|
|
|
|
Service
cost
|
|
$ |
1,718
|
|
|
|
1,708
|
|
Interest
cost
|
|
|
5,018
|
|
|
|
4,644
|
|
Expected
return on plan assets
|
|
|
(621 |
) |
|
|
(596 |
) |
Amortization
of unrecognized actuarial loss
|
|
|
899
|
|
|
|
910
|
|
Amortization
of unrecognized prior service cost
|
|
|
(505 |
) |
|
|
(212 |
) |
Net
periodic postretirement benefit cost
|
|
$ |
6,509
|
|
|
|
6,454
|
|
We
contributed $3.2 million to our
postretirement health care plan in the first quarter of 2007 and expect
to
contribute approximately $13 million for the full year.
(4)
|
Defined
Benefit Retirement Plans
|
We
sponsor defined benefit pension
plans for substantially all employees. We also sponsor a Supplemental
Executive Retirement Plan to provide certain officers with supplemental
retirement, death and disability benefits.
Net
periodic pension expense for the
three months ended March 31, 2007 and 2006 included the following
components:
|
|
Three
months
|
|
|
|
ended
March 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
|
|
|
|
Service
cost
|
|
|
4,617
|
|
|
|
4,263
|
|
Interest
cost
|
|
|
6,905
|
|
|
|
6,217
|
|
Expected
return on plan assets
|
|
|
(9,049 |
) |
|
|
(8,184 |
) |
Net
amortization and deferral
|
|
|
2,224
|
|
|
|
2,008
|
|
Net
periodic pension expense
|
|
$ |
4,697
|
|
|
|
4,304
|
|
The
amount of the 2007
contribution to our pension plans will be determined based on a number
of
factors, including the results of the 2007 actuarial valuation. At
this time, the amount of the 2007 contribution is not known.
(5)
|
Stock-based
Compensation
|
Effective
January 1, 2006, we adopted
the provisions of Statement of Financial Accounting Standards No. 123
(Revised
2004), “Share-Based Payments” (“SFAS 123(R)”). SFAS 123(R)
requires us to recognize as compensation expense our cost of awarding
employees
with equity instruments by allocating the fair value of the award on
the grant
date over the period during which the employee is required to provide
service in
exchange for the award.
We
currently maintain programs which
allow the Board of Directors, through the Compensation Committee, to
grant
incentives to certain employees and our outside directors in any one
or a
combination of several forms, including incentive and non-qualified stock
options; stock appreciation rights; restricted stock; and performance
shares. As of March 31, 2007, we had reserved approximately 7.0
million shares of common stock which may be issued in connection with
outstanding incentive awards under our current incentive programs. We
also offer an Employee Stock Purchase Plan whereby employees can purchase
our
common stock at a 15% discount based on the lower of the beginning or
ending
stock price during recurring six-month periods stipulated in such
program.
Stock
option awards are generally
granted with an exercise price equal to the market price of CenturyTel’s shares
at the date of grant. Our outstanding options generally have a
three-year vesting period and all of them expire ten years after the
date of
grant. The fair value of each stock option award is estimated as of
the date of grant using a Black-Scholes option pricing model. During
the first quarter of 2007, 497,500 options were granted with a weighted
average
grant date fair value of $16.40 per share.
As
of March 31, 2007, outstanding and
exercisable stock options were as follows:
|
|
|
|
Average
|
|
|
|
|
|
remaining
|
Aggregate
|
|
|
Number
|
Average
|
contractual
|
intrinsic
|
|
|
of
options
|
price
|
term
(in years)
|
value
|
Outstanding
|
|
3,810,745
|
$35.11
|
6.9
|
$38,412,000
|
Exercisable
|
|
2,653,950
|
$32.86
|
5.8
|
$32,723,000
|
Our
outstanding restricted stock awards
generally vest over a five-year period (for employees) and a three-year
period
(for outside directors). As of March 31, 2007, there were
744,614 shares of nonvested restricted stock outstanding at an average
grant
date fair value of $34.97 per share.
The
total compensation cost for all
share-based payment arrangements for the first quarters of 2007 and 2006
was
$4.2 million and $2.6 million, respectively. As of March 31, 2007,
there was $32.2 million of total unrecognized compensation cost related
to the
share-based payment arrangements, which is expected to be recognized
over a
weighted-average period of 3.2 years.
(6)
|
Income
Tax Uncertainties
|
In
June 2006, the Financial
Accounting Standards Board issued Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes” (“FIN 48”), which clarifies the accounting for
uncertainty in income taxes recognized in financial statements. FIN
48 requires us, effective January 1, 2007, to recognize and measure tax
benefits
taken or expected to be taken in a tax return and disclose uncertainties
in
income tax positions.
Upon
the initial adoption of FIN 48,
we recorded a cumulative effect adjustment to retained earnings as of
January 1,
2007 (which increased retained earnings by approximately $478,000 as
of such
date) related to certain previously recognized liabilities that did not
meet the
criteria for recognition upon the adoption of FIN 48.
As
of January 1, 2007, we had
approximately $50.5 million of unrecognized tax benefits reflected on
our
balance sheet, substantially all of which is included as a component
of
“Deferred credits and other liabilities”. Such amount was reflected
in “Accrued income taxes” as of December 31, 2006. All of such
amount, if recognized, would affect the effective tax
rate. There were no significant changes to the status of these
unrecognized tax benefits as of March 31, 2007.
Of
the $50.5 million recognized on
our balance sheet, approximately $13.4 million relates to accrued interest
and
penalties. Our policy is to reflect interest and penalties associated
with unrecognized tax benefits as income tax expense.
We
file income tax returns, including
returns for our subsidiaries, with federal, state and local
jurisdictions. Our uncertain income tax positions are related to tax
years that are currently under or remain subject to examination by the
relevant
taxing authorities. Our open income tax years by major jurisdiction
are as follows.
|
Jurisdiction
|
|
Open
tax years
|
|
Federal
|
|
2001-current
|
|
State
|
|
|
|
Louisiana
|
|
1997-current
|
|
Montana
|
|
2000-current
|
|
Minnesota
|
|
2001-current
|
|
Oregon
|
|
2001-current
|
|
Wisconsin
|
|
2001-current
|
|
All
other 22 states
|
|
2002-current
|
Additionally,
it is possible that certain jurisdictions in which we do not believe
we have an
income tax filing responsibility, and accordingly did not file a return,
may
attempt to assess a liability. Since the period for assessing
additional liability typically begins upon the filing of a return, it
is
possible that certain jurisdictions could assess tax for years prior
to
2002.
Based
on (i) the potential outcomes
of these ongoing examinations, (ii) the expiration of statute of limitations
for
specific jurisdictions, or (iii) a jurisdiction’s administrative practices, it
is reasonably possible that the related unrecognized tax benefits for
tax
positions previously taken may materially change within the next 12
months. However, based on the status of such examinations and the
protocol of finalizing audits by the relevant tax authorities (which
could
include formal legal proceedings), we do not believe it is possible to
reasonably estimate the impact of such changes, if any, at this
time.
On
March 29, 2007, we publicly issued
$500 million of 6.0% Senior Notes, Series N, due 2017 and $250 million
of 5.5%
Senior Notes, Series O, due 2013. Our net proceeds from the sale of
these Senior Notes approximated $741.8 million and were used to pay a
substantial portion of the approximately $844 million of cash that was
needed in
order to (i) pay the purchase price for the acquisition of Madison River
Communications Corp. (“Madison River”) on April 30, 2007 ($322 million, subject
to post-closing adjustments) and (ii) pay off Madison River’s existing
indebtedness (including accrued interest) at closing ($522
million). We financed the remainder of these cash outflows from
borrowings under our commercial paper program and cash on hand. See
Note 11 for additional information concerning the acquisition of Madison
River.
In
anticipation of the debt offerings
mentioned above, we had previously entered into four cash flow hedges
that
effectively locked in the interest rate on an aggregate of $400 million
of
debt. We locked in the interest rate on (i) $200 million of 10-year
debt at 5.0675% and (ii) $200 million of 10-year debt at 5.05%. In
March 2007, upon settlement of the hedges, we received an aggregate of
$765,000
(reflected in “Accumulated other comprehensive loss” on the balance sheet),
which will be amortized as a reduction of interest expense over the 10-year
term
of the debt.
We
are an integrated communications
company engaged primarily in providing an array of communications services
to
our customers, including local exchange, long distance, Internet access
and
broadband services. We strive to maintain our customer relationships
by, among other things, bundling our service offerings to provide our
customers
with a complete offering of integrated communications services. Our
operating revenues for our products and services include the following
components:
|
|
Three
months
|
|
|
|
ended
March 31,
|
|
|
|
2007
|
|
|
|
2006
|
|
|
|
(Dollars
in thousands)
|
|
Voice
|
|
$ |
209,075
|
|
|
|
|
217,014
|
|
Network
access
|
|
|
211,399
|
|
|
|
|
225,323
|
|
Data
|
|
|
95,864
|
|
|
|
|
83,238
|
|
Fiber
transport and CLEC
|
|
|
38,326
|
|
|
|
|
35,780
|
|
Other
|
|
|
46,191
|
|
|
|
|
49,936
|
|
Total
operating revenues
|
|
$ |
600,855
|
|
|
|
|
611,291
|
|
We
derive our voice revenues by
providing local exchange telephone and retail long distance services to
our
customers in our local exchange service areas.
We
derive our network access revenues
primarily from (i) providing services to various carriers and customers
in
connection with the use of our facilities to originate and terminate their
interstate and intrastate voice and data transmissions and (ii) receiving
universal support funds which allows us to recover a portion of our costs
under
federal and state cost recovery mechanisms.
We
derive our data revenues primarily
by providing Internet access services (both high-speed (“DSL”) and dial-up
services) and data transmission services over special circuits and private
lines
in our local exchange service areas.
Our
fiber transport and CLEC revenues
include revenues from our fiber transport, competitive local exchange carrier
and security monitoring businesses.
We
derive other revenues primarily by
(i) leasing, selling, installing and maintaining customer premise
telecommunications equipment and wiring, (ii) providing billing and collection
services for third parties, (iii) participating in the publication of local
directories and (iv) offering our video and wireless services, as well
as other
new product offerings.
(9)
|
Recent
Accounting Pronouncement
|
In
June 2006, the Financial
Accounting Standards Board issued EITF 06-3, “How Taxes Collected From Customers
and Remitted to Governmental Authorities Should be Presented in the Income
Statement” (“EITF 06-3”), which requires disclosure of the accounting policy for
any tax assessed by a governmental authority that is directly imposed on
a
revenue-producing transaction. We adopted the disclosure requirements
of EITF 06-3 effective January 1, 2007.
We
collect various taxes from our
customers and subsequently remit such funds to governmental
authorities. Substantially all of these taxes are recorded through
the balance sheet. We are required to contribute to several universal
service fund programs and generally include a surcharge amount on our customers’
bills which is designed to recover our contribution costs. Such
amounts are reflected on a gross basis in our statement of income (included
in
both operating revenues and expenses) and aggregated approximately $9 million
and $10 million for the three months ended March 31, 2007 and 2006,
respectively.
(10)
|
Commitments
and Contingencies
|
In
Barbrasue
Beattie and James
Sovis, on behalf of themselves and all others similarly situated, v. CenturyTel,
Inc., filed on October 28, 2002, in the United States District Court for
the
Eastern District of Michigan (Case No. 02-10277), the plaintiffs allege
that we
unjustly and unreasonably billed customers for inside wire maintenance
services,
and seek unspecified money damages and injunctive relief under various
legal
theories on behalf of a purported class of over two million customers in
our
telephone markets. On March 10, 2006, the Court certified a class of
plaintiffs and issued a ruling that the billing descriptions we used for
these
services during an approximately 18-month period between October 2000 and
May
2002 were legally insufficient. We have appealed this class
certification decision, although we cannot predict the length of time before
this appeal will be adjudicated. Our preliminary analysis indicates
that we billed approximately $10 million for inside wire maintenance services
under the billing descriptions and time periods specified in the District
Court
ruling described above. Should other billing descriptions be
determined to be inadequate or if claims are allowed for additional time
periods, the amount of our potential exposure could increase
significantly. The Court’s order does not specify the award of
damages, the scope of which remains subject to additional fact-finding
and
resolution of what we believe are valid defenses to plaintiff’s
claims. Accordingly, we cannot reasonably estimate the amount or
range of possible loss at this time. However, considering the
one-time nature of any adverse claim, we do not believe that the ultimate
outcome of this litigation will have a material adverse effect on our financial
position or on-going results of operations.
The
Telecommunications Act of 1996
allows local exchange carriers to file access tariffs on a streamlined
basis
and, if certain criteria are met, deems those tariffs lawful. Tariffs
that have been “deemed lawful” in effect nullify an interexchange carrier’s
ability to seek refunds should the earnings from the tariffs ultimately
result
in earnings above the authorized rate of return prescribed by the
FCC. Certain of our telephone subsidiaries file interstate tariffs
with the FCC using this streamlined filing approach. Since July 2004,
we have recognized billings from our tariffs as revenues since we believe
such
tariffs are “deemed lawful”. For those billings from tariffs prior to
July 2004, we initially recorded as a liability our earnings in excess
of the
authorized rate of return, and may thereafter recognize as revenues some
or all
of these amounts at the end of the applicable settlement period. As
of March 31, 2007, the amount of our earnings in excess of the authorized
rate
of return reflected as a liability on the balance sheet for the 2003/2004
monitoring period aggregated approximately $43 million. The
settlement period related to the 2003/2004 monitoring period lapses on
September
30, 2007.
During
2006, we received
approximately $122.8 million in cash from the dissolution of the Rural
Telephone
Bank. Some portion of the gain recognized in connection with the
receipt of these proceeds, while not estimable at this time, is currently
or may
be subject to review by regulatory authorities which may result in us recording
a regulatory liability.
From
time to time, we are involved in
other proceedings incidental to our business, including administrative
hearings
of state public utility commissions relating primarily to rate making,
actions
relating to employee claims, occasional grievance hearings before labor
regulatory agencies and miscellaneous third party tort
actions. The outcome of these other proceedings is not
predictable. However, we do not believe that the ultimate resolution
of these other proceedings, after considering available insurance coverage,
will
have a material adverse effect on our financial position, results of operations
or cash flows.
On
April 30, 2007, we acquired all of
the outstanding stock of Madison River Communications Corp. (“Madison River”)
from Madison River Telephone Company, LLC for an initial aggregate purchase
price of $322 million cash (which price is subject to post-closing adjustments
that are not expected to be material). In connection with the
acquisition, we also paid all of Madison River’s existing indebtedness
(including accrued interest), which approximated $522
million. Madison River operates more than 170,000 predominantly rural
access lines in four states with more than 30% high-speed Internet
penetration. Madison River’s network is 99% broadband-enabled and
includes access to a 2,400 route mile fiber network.
We
funded the purchase price and the
payoff of Madison River’s existing indebtedness through the issuance of an
aggregate $750 million of Senior Notes (see Note 7), borrowings under our
commercial paper facility and cash on hand.
We
will reflect the results of
operations of Madison River in our consolidated results of operations beginning
May 1, 2007.
In
March 2006, we filed a complaint
against a carrier for recovery of unpaid and underpaid access charges for
calls
made using the carrier’s prepaid calling cards and calls that used Internet
Protocol for a portion of their transmission. The carrier filed a
counterclaim against us, asserting that we improperly billed them terminating
intrastate access charges on certain wireless roaming traffic. In
April 2007, we entered into a settlement agreement with the carrier and
received
approximately $49 million cash from them related to the issues described
above. This amount will be reflected in our second quarter 2007
results of operations as a component of “Network access” revenues.
Item
2.
CenturyTel,
Inc.
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
Management's
Discussion and Analysis
of Financial Condition and Results of Operations ("MD&A") included herein
should be read in conjunction with MD&A and the other information included
in our annual report on Form 10-K for the year ended December 31, 2006.
The
results of operations for the three months ended March 31, 2007 are not
necessarily indicative of the results of operations which might be expected
for
the entire year.
We
are an integrated communications
company engaged primarily in providing an array of communications services,
including local and long distance voice, Internet access and broadband
services,
to customers in 25 states. We currently derive our revenues from
providing (i) local exchange and long distance voice services, (ii) network
access services, (iii) data services, which includes both high-speed (“DSL”) and
dial-up Internet services, as well as special access and private line services,
(iv) fiber transport, competitive local exchange and security monitoring
services and (v) other related services. For additional
information on our revenue sources, see Note 8 to our financial statements
included in Item 1 of Part I of this quarterly report.
In
addition to historical
information, this management’s discussion and analysis includes certain
forward-looking statements that are based on current expectations only,
and are
subject to a number of risks, uncertainties and assumptions, many of which
are
beyond our control. Actual events and results may differ materially
from those anticipated, estimated or projected if one or more of these
risks or
uncertainties materialize, or if underlying assumptions prove
incorrect. Factors that could affect actual results include but are
not limited to: the timing, success and overall effects of
competition from a wide variety of competitive providers; the risks inherent
in
rapid technological change; the effects of ongoing changes in the regulation
of
the communications industry; our ability to effectively manage our expansion
opportunities, including continued access to credit markets on favorable
terms,
successfully integrating newly-acquired businesses into our operations
and
retaining and hiring key personnel; possible changes in the demand for,
or
pricing of, our products and services; our ability to successfully introduce
new
product or service offerings on a timely and cost-effective basis; our
ability
to collect our receivables from financially troubled communications companies;
our ability to successfully negotiate collective bargaining agreements
on
reasonable terms without work stoppages; the effects of adverse weather;
other
risks referenced from time to time in this report or other of our filings
with
the Securities and Exchange Commission; and the effects of more general
factors
such as changes in interest rates, in tax rates, in accounting policies
or
practices, in operating, medical or administrative costs, in general market,
labor or economic conditions, or in legislation, regulation or public
policy.These and other uncertainties related to the business are
described in greater detail in Item 1A to our Form 10-K for the year ended
December 31, 2006. You should be aware that new factors may emerge
from time to time and it is not possible for us to identify all such factors
nor
can we predict the impact of each such factor on the business or the extent
to
which any one or more factors may cause actual results to differ from those
reflected in any forward-looking statements. You are further
cautioned not to place undue reliance on these forward-looking statements,
which
speak only as of the date of this report. We undertake no obligation
to update any of our forward-looking statements for any
reason.
RESULTS
OF OPERATIONS
Three
Months Ended March 31, 2007 Compared
to
Three Months Ended March 31, 2006
Net
income was $77.9 million and
$69.3 million for the first quarter of 2007 and 2006,
respectively. Diluted earnings per share for the first quarter of
2007 and 2006 was $.68 and $.55, respectively. The decline in
the number of average diluted shares outstanding is primarily attributable
to
share repurchases after March 31, 2006.
|
|
Three
months
|
|
|
|
ended
March 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Dollars,
except per share amounts,
and
shares
in thousands)
|
|
|
|
|
|
|
|
|
Operating
income
|
|
$ |
168,083
|
|
|
|
157,924
|
|
Interest
expense
|
|
|
(46,961 |
) |
|
|
(50,086 |
) |
Other
income (expense)
|
|
|
5,290
|
|
|
|
4,597
|
|
Income
tax expense
|
|
|
(48,542 |
) |
|
|
(43,175 |
) |
Net
income
|
|
$ |
77,870
|
|
|
|
69,260
|
|
|
|
|
|
|
|
|
|
|
Basic
earnings per share
|
|
$ |
.70
|
|
|
|
.57
|
|
|
|
|
|
|
|
|
|
|
Diluted
earnings per share
|
|
$ |
.68
|
|
|
|
.55
|
|
|
|
|
|
|
|
|
|
|
Average
basic shares outstanding
|
|
|
111,031
|
|
|
|
122,394
|
|
|
|
|
|
|
|
|
|
|
Average
diluted shares outstanding
|
|
|
116,308
|
|
|
|
127,959
|
|
Operating
income increased $10.2
million (6.4%) as a $10.4 million (1.7%) decrease in operating revenues
was more
than offset by a $20.6 million (4.5%) decrease in operating
expenses.
Operating
Revenues
|
|
Three
months
|
|
|
|
ended
March 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
|
|
|
|
Voice
|
|
$ |
209,075
|
|
|
|
217,014
|
|
Network
access
|
|
|
211,399
|
|
|
|
225,323
|
|
Data
|
|
|
95,864
|
|
|
|
83,238
|
|
Fiber
transport and CLEC
|
|
|
38,326
|
|
|
|
35,780
|
|
Other
|
|
|
46,191
|
|
|
|
49,936
|
|
|
|
$ |
600,855
|
|
|
|
611,291
|
|
The
$7.9
million (3.7%) decrease in voice revenues is primarily due to (i) a $5.1
million
decrease due to a 4.9% decline in the average number of access lines (excluding
adjustments made during 2006 to reflect the removal of test lines, converting
and correcting our databases and the sale of our Arizona operations) and
(ii) a
$2.2 million decline as a result of a decrease in revenues associated with
extended area calling plans.
Access
lines declined 23,900 (1.1%)
during the first quarter of 2007 compared to a decline of 22,400 (1.0%)
during
the first quarter of 2006. We believe the decline in the number of
access lines during 2007 and 2006 is primarily due to the displacement
of
traditional wireline telephone services by other competitive
services. Based on current conditions and anticipated competition, we
expect access lines to decline between 4.5% and 6.0% for 2007.
Network
access revenues decreased $13.9
million (6.2%) in the first quarter of 2007 primarily due to (i) a $7.8
million
decrease in the partial recovery of lower operating costs through revenue
sharing arrangements and return on rate base; (ii) a $2.7 million reduction
in
prior year revenue settlements agreements and (iii) a $2.3 million decrease
as a
result of lower intrastate revenues due to a reduction in intrastate minutes
(partially due to the displacement of minutes by wireless, electronic mail
and
other optional calling services). We believe that intrastate minutes
will continue to decline in 2007, although we cannot precisely estimate
the
magnitude of such decreases.
Data
revenues increased $12.6 million
(15.2%) substantially due to a $17.3 million increase in DSL-related revenues
primarily due to growth in the number of DSL customers. Such increase
was partially offset by a $2.5 million decrease in special access revenues
primarily due to certain customers disconnecting circuits and a $1.1 million
decrease in dial-up Internet revenues due to a decline in the number of
dial-up
customers.
Fiber
transport and CLEC revenues
increased $2.5 million (7.1%), of which $4.6 million was attributable to
growth
in our incumbent fiber transport business. Such increase was
partially offset by a $2.1 million decrease in CLEC revenues primarily
due to
customer disconnects.
Other
revenues decreased $3.7 million
(7.5%) primarily due to a $2.8 million decrease in directory revenues (primarily
due to unfavorable prior year settlements in the first quarter of 2007)
and a
$1.6 million decrease in our direct broadcast satellite
revenues. Effective January 1, 2007, we changed our
relationship with our provider of satellite television service from a revenue
sharing arrangement to an agency arrangement, which will result in us
recognizing lower revenues and lower operating costs compared to our prior
method of accounting for this service.
Cost
of services and products decreased
$9.0 million (4.1%) primarily due to (i) $5.5 million of severance and
related
costs associated with our workforce reduction in the first quarter of 2006;
(ii)
a $7.8 million decrease in salaries and benefits; and (iii) a $2.8 million
decrease in expenses associated with our direct broadcast satellite service
due
to a change in our arrangement as mentioned above. Such decreases
were partially offset by a $6.2 million increase in DSL-related expenses
due to
growth in the number of DSL customers.
Selling,
general and administrative
expenses decreased $4.5 million (4.7%) primarily due to (i) a $3.2 million
reduction in bad debt expense; (ii) a $2.9 million decrease in sales and
marketing expenses and (iii) a $2.6 million decrease in information technology
expenses. Such decreases were partially offset by a $1.7 million
increase in salaries and benefits.
Depreciation
and amortization decreased
$7.1 million (5.3%) primarily due to a $6.4 million reduction in depreciation
expense due to certain assets becoming fully depreciated and a $2.6 million
reduction due to depreciation rate reductions in certain
jurisdictions. Such decreases were partially offset by a $3.6 million
increase due to higher levels of plant in service.
Interest
Expense
Interest
expense decreased $3.1 million
(6.2%) in the first quarter of 2007 compared to the first quarter of 2006
primarily due to a reduction in average debt outstanding. Our debt
issuance on March 29, 2007 will increase our average debt outstanding and
interest expense for the second quarter of 2007.
Other
Income (Expense)
Other
income (expense) includes the
effects of certain items not directly related to our core operations, including
our share of income from our 49% interest in a cellular partnership, interest
income and allowance for funds used during construction. Other income
(expense) was $5.3 million for the first quarter of 2007 compared to $4.6
million for the first quarter of 2006.
Income
Tax Expense
The
effective income tax rate was 38.4%
for both the three months ended March 31, 2007 and 2006.
LIQUIDITY
AND CAPITAL RESOURCES
Excluding
cash used for acquisitions,
we rely on cash provided by operations to fund our operating and capital
expenditures. Our operations have historically provided a stable
source of cash flow which has helped us continue our long-term program
of
capital improvements.
Net
cash provided by operating
activities was $258.7 million during the first three months of 2007 compared
to
$184.0 million during the first three months of 2006. Our
accompanying consolidated statements of cash flows identify major differences
between net income and net cash provided by operating activities for
each of
these periods. As relief from the effects of Hurricane Katrina,
certain of our affected subsidiaries were granted a deferral from making
their
remaining 2005 estimated federal income and excise tax payments until
2006. In the first quarter of 2006, we made payments of approximately
$75 million to satisfy our remaining 2005 estimated payments. For
additional information relating to our operations, see Results of
Operations.
Net
cash used in investing activities
was $50.5 million and $65.7 million for the three months ended March
31, 2007
and 2006, respectively. Payments for property, plant and equipment
were $11.2 million less in the first quarter of 2007 than in the comparable
period during 2006. Our budgeted capital expenditures for 2007
total approximately $325 million. We have invested significant
amounts in our wireline network in the last several years and believe
we are in
a position to move closer to maintenance capital expenditure levels for
the
foreseeable future for our wireline properties. Our capital
expenditure budget also includes amounts for expanding our new service
offerings
and our data networks.
Net
cash
provided by (used in) financing activities was $529.9 million during
the first
three months of 2007 compared to ($261.8) million during the first three
months
of 2006. In late March 2007, we publicly issued an aggregate of $750
million of Senior Notes (see Note 7 for additional information). The
net proceeds from the issuance of such Senior Notes aggregated approximately
$741.8 million and ultimately were used (along with cash on hand and
approximately $50 million of borrowings under our commercial paper program)
to
(i) finance the purchase price for the April 30, 2007 acquisition of
Madison
River Communications Corp. (“Madison River”) ($322 million, subject to
post-closing adjustments) and (ii) pay off Madison River’s existing indebtedness
(including accrued interest) at closing ($522 million). We invested
the cash proceeds from the debt offering in short-term cash equivalents
prior to
the acquisition of Madison River.
We
repurchased 3.7 million shares (for $164.0 million) and 16.5 million
shares (for
$573.9 million) in the first quarters of 2007 and 2006,
respectively. The 2006 repurchases include 14.36 million shares
repurchased (for a total price of approximately $500 million) under accelerated
share repurchase agreements with investment banks. We initially
funded the accelerated share repurchase agreements principally through
borrowings under our $750 million credit facility and cash on hand and
subsequently refinanced the credit facility borrowings through the issuance
of
short-term commercial paper.
On
May
15, 2007, approximately $101 million aggregate principal amount of our
Series J
notes will become due for payment, together with all unpaid interest
accrued
thereon. We plan to borrow funds under our credit facility or
commercial paper program to retire these notes.
We
have available a five-year, $750
million revolving credit facility which expires in December 2011. Up
to $150 million of the credit facility can be used for letters of credit,
which
reduces the amount available for other extensions of
credit. Available borrowings under our credit facility are also
effectively reduced by any outstanding borrowings under our commercial
paper
program. Our commercial paper program borrowings are effectively
limited to the total amount available under our credit facility. As
of March 31, 2007, we had no amounts outstanding under our credit facility
or
commercial paper program. As indicated above, we incurred short-term
indebtedness to finance a portion of the Madison River acquisition costs,
and
expect to incur additional short-term indebtedness to retire our Series
J notes
in May 2007.
At
March 31, 2007, we held over $763
million of cash and cash equivalents, substantially due to the proceeds
received
from the March 2007 debt offerings mentioned above. As also discussed
above, substantially all of these funds were applied to pay a large portion
of
the Madison River acquisition costs in late April 2007.
OTHER
MATTERS
Accounting
for the Effects of Regulation
We
currently account for our regulated
telephone operations (except for the properties acquired from Verizon
in 2002)
in accordance with the provisions of Statement of Financial Accounting
Standards
No. 71, “Accounting for the Effects of Certain Types of Regulation” (“SFAS
71”). While we continuously monitor the ongoing applicability of SFAS
71 to our regulated telephone operations due to the changing regulatory,
competitive and legislative environments, we believe that SFAS 71 still
applies. However, it is possible that changes in regulation or
legislation or anticipated changes in competition or in the demand for
regulated
services or products could result in our telephone operations not being
subject
to SFAS 71 in the future. In that event, implementation of Statement
of Financial Accounting Standards No. 101
("SFAS 101"), "Regulated Enterprises -
Accounting for the Discontinuance of Application of FASB Statement No.
71,"
would require the write-off of previously established regulatory assets
and
liabilities. SFAS 101 further provides that the carrying amounts of
property, plant and equipment are to be adjusted only to the extent the
assets
are impaired and that impairment shall be judged in the same manner as
for
nonregulated enterprises.
If
our regulated operations cease to
qualify for the application of SFAS 71, we do not expect to record an
impairment
charge related to the carrying value of the property, plant and equipment
of our
regulated telephone operations. Additionally, upon the discontinuance
of SFAS 71, we would be required to revise the lives of our property,
plant and
equipment to reflect the estimated useful lives of the assets. We do
not expect such revisions in asset lives, or the elimination of other
regulatory
assets and liabilities, to have a material unfavorable impact on our
results of
operations. For regulatory purposes, the accounting and reporting of
our telephone subsidiaries would not be affected by the discontinued
application
of SFAS 71.
Recent
Competitive Developments
As
of March 31, 2007, we believe that
over 30% of our access lines faced competition from cable voice offerings,
and
we expect that figure to increase to approximately 40-45% by December
31,
2007.
Item
3.
CenturyTel,
Inc.
QUANTITATIVE
AND QUALITATIVE
DISCLOSURES
ABOUT MARKET RISK
We
are exposed to market risk from
changes in interest rates on our long-term debt obligations. We have
estimated our market risk using sensitivity analysis. Market risk is
defined as the potential change in the fair value of a fixed-rate debt
obligation due to a hypothetical adverse change in interest
rates. Fair value on long-term debt obligations is determined based
on a discounted cash flow analysis, using the rates and maturities of
these
obligations compared to terms and rates currently available in the long-term
financing markets. The results of the sensitivity analysis used to
estimate market risk are presented below, although the actual results
may differ
from these estimates.
At
March 31, 2007, the fair value of
our long-term debt was estimated to be $3.2 billion based on the overall
weighted average rate of our debt of 6.6% and an overall weighted maturity
of 8
years compared to terms and rates currently available in long-term financing
markets. Market risk is estimated as the potential decrease in fair
value of our long-term debt resulting from a hypothetical increase of
66 basis
points in interest rates (ten percent of our overall weighted average
borrowing
rate). Such an increase in interest rates would result in
approximately a $120 million decrease in fair value of our long-term
debt at
March 31, 2007. As of March 31, 2007, after giving effect to interest
rate swaps currently in place, approximately 85% of our long-term debt
obligations were fixed rate.
We
seek to maintain a favorable mix of
fixed and variable rate debt in an effort to limit interest costs and
cash flow
volatility resulting from changes in rates. From time to time, we use
derivative instruments to (i) lock-in or swap our exposure to changing
or
variable interest rates for fixed interest rates or (ii) to swap obligations
to
pay fixed interest rates for variable interest rates. We have
established policies and procedures for risk assessment and the approval,
reporting and monitoring of derivative instrument activities. We do
not hold or issue derivative financial instruments for trading or speculative
purposes. Management periodically reviews our exposure to interest
rate fluctuations and implements strategies to manage the exposure.
At
March 31, 2007, we had outstanding
four fair value interest rate hedges associated with the full $500 million
aggregate principal amount of our Series L senior notes, due 2012, that
pay
interest at a fixed rate of 7.875%. These hedges
are “fixed to variable” interest rate swaps that effectively convert
our fixed rate interest payment obligations under these notes into obligations
to pay variable rates that range from the six-month London InterBank
Offered
Rate (“LIBOR”) plus 3.229% to the six-month LIBOR plus 3.67%, with settlement
and rate reset dates occurring each six months through the expiration
of the
hedges in August 2012. During the first quarter of 2007, we realized
an average interest rate under these hedges of 8.93%. Interest
expense was increased by $1.3 million during the first quarter of 2007
as a
result of these hedges. The aggregate fair market value of these
hedges was $15.8 million at March 31, 2007 and is reflected both as a
liability
and as a decrease in our underlying long-term debt on the March 31, 2007
balance
sheet. With respect to each of these hedges, market risk is estimated
as the potential change in the fair value of the hedge resulting from
a
hypothetical 10% increase in the forward rates used to determine the
fair
value. A hypothetical 10% increase in the forward rates would result
in a $12.0 million decrease in the fair value of these hedges at March
31, 2007,
and would also increase our interest expense.
In
anticipation of the issuance of
Senior Notes in connection with the Madison River acquisition, we entered
into
four cash flow hedges that effectively locked in the interest rate on
an
aggregate of $400 million of debt. The issuance of these Senior Notes
was completed in late March 2007 with the issuance of $500 million of
6.0%
Senior Notes, due 2017, and $250 million of 5.5% Senior Notes, due
2013. We locked in the interest rate on (i) $200 million of 10-year
debt at 5.0675% and (ii) $200 million of 10-year debt at 5.05%. In
March 2007, upon settlement of the hedges, we received an aggregate of
$765,000
cash, which will be amortized as a reduction of interest expense over
the
10-year term of the debt.
Certain
shortcomings are inherent in
the method of analysis presented in the computation of fair value of
financial
instruments. Actual values may differ from those presented if market
conditions vary from assumptions used in the fair value
calculations. The analysis above incorporates only those risk
exposures that existed as of March 31, 2007.
Item
4.
CenturyTel,
Inc.
CONTROLS
AND PROCEDURES
We
maintain disclosure controls and
procedures designed to provide reasonable assurances that information
required
to be disclosed by us in the reports we file under the Securities Exchange
Act
of 1934 is timely recorded, processed, summarized and reported as
required. Our Chief Executive Officer, Glen F. Post, III, and our
Chief Financial Officer, R. Stewart Ewing, Jr., have evaluated our disclosure
controls and procedures as of March 31, 2007. Based on the
evaluation, Messrs. Post and Ewing concluded that our disclosure controls
and
procedures have been effective in providing reasonable assurance that
they have
been timely alerted of material information required to be filed in this
quarterly report. Since the date of Messrs. Post’s and Ewing’s most
recent evaluation, there have been no significant changes in our internal
controls or in other factors that could significantly affect these
controls. The design of any system of controls is based in part upon
certain assumptions about the likelihood of future events and contingencies,
and
there can be no assurance that any design will succeed in achieving its
stated
goals. Because of inherent limitations in any control system,
misstatements due to error or fraud could occur and not be
detected.
PART
II.
OTHER INFORMATION
CenturyTel,
Inc.
Item
1.
|
Legal
Proceedings.
|
See
Notes 10 and 11 to the financial
statements included in Part I, Item 1, of this report.
Item
2.
|
Unregistered
Sales of Equity Securities and Use of
Proceeds
|
After
completing the $500 million
accelerated share repurchase agreements with investment banks in mid-2006
as
part of our $1.0 billion share repurchase program authorized in February
2006,
we began repurchasing our common stock under the remaining $500 million
of the
program in August 2006. The following table reflects the repurchases
of our common stock during the first quarter of 2007. Except for
1,882 shares of stock that we withheld to pay taxes due upon vesting of
restricted stock for certain of our employees in January 2007, all of these
repurchases were effected in open-market transactions in accordance with
our
stock repurchase program.
|
|
|
|
|
|
|
|
Total
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
Number
of
|
|
|
Dollar
Value
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
of
Shares (or
|
|
|
|
|
|
|
|
|
|
Purchased
as
|
|
|
Units)
that
|
|
|
|
|
|
|
|
|
|
Part
of Publicly
|
|
|
May
Yet Be
|
|
|
|
Total
Number
|
|
|
|
|
|
Announced
|
|
|
Purchased
|
|
|
|
of
Shares
|
|
|
Average
Price
|
|
|
Plans
or
|
|
|
Under
the Plans
|
|
Period
|
|
Purchased
|
|
|
Per
Share
|
|
|
Programs
|
|
|
or
Programs*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
1 - January 31, 2007
|
|
|
1,426,508
|
|
|
$ |
43.71
|
|
|
|
1,424,626
|
|
|
$ |
237,888,964
|
|
February
1 – February 28, 2007
|
|
|
1,048,577
|
|
|
$ |
45.03
|
|
|
|
1,048,577
|
|
|
$ |
190,672,323
|
|
March
1 – March 31, 2007
|
|
|
1,222,400
|
|
|
$ |
44.47
|
|
|
|
1,222,400
|
|
|
$ |
136,310,623
|
|
Total
|
|
|
3,697,485
|
|
|
$ |
44.34
|
|
|
|
3,695,603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|