Lumen (LUMN) 8-K Other Events

Moderator: Tony Davis
10-27-08/9:00 a.m. CT
Confirmation # 70807213
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Exhibit 99.3

Filed by CenturyTel, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed filed under Rule 14a-12 of the Exchange Act of 1934
Subject Company: CenturyTel, Inc., File #1-7784

CENTURYTEL / EMBARQ

Moderator: Tony Davis October 27, 2008 10:00 a.m. EST

Operator:	Good morning ladies and gentleman thank you for standing by. Welcome to
	today’s conference call and Webcast to discuss the merger of CenturyTel and
	EMBARQ.
	At this time all participants have been placed in a listen only mode and the
	floor will be open for your questions following the presentation. If you would
	like to ask a question at that time, please press star one on your touch tone
	phone.
	If at any point your question has been answered, you may remove yourself
	from the queue by pressing the pound key. If you should require operator
	assistance please press start zero. As a reminder this conference is being
	recorded.
	It is now my pleasure to turn the floor over to Mr. Tony Davis, Vice President,
	Investor Relations of CenturyTel. Please go ahead sir.
Tony Davis:	Thank you Chris. Good morning everyone and welcome to our conference
	call today to discuss the combination of CenturyTel and EMBARQ which was
	announced earlier today. As you also probably notice each company also
	issued third quarter 2008 earnings releases this morning as well.
	The main purpose of today’s call is to discuss the announced transaction.
	However, we will also cover third quarter results briefly on this call. We will

Moderator: Tony Davis
10-27-08/9:00 a.m. CT
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	be using a slide presentation during the call when discussing the merger and
	this presentation is available both on CenturyTel’s and EMBARQ’s Web site.
	At the conclusion of our prepared remarks this morning we will open the call
	for Q&A regarding the transaction. During today’s call references will be
	made to certain non GAAP financial measures. Each company has reconciled
	those measures to GAAP figures in their respective earnings release. And
	those reconciliations are available on each company’s web site, at
	www.CenturyTel.com and www.EMBARQ.com.
	Your hosts for today’s call are Glen Post, Chairman and Chief Executive
	Officer of CenturyTel and Tom Gerke Chief Executive also of EMBARQ.
	Joining them on our call today are Stewart Ewing, CenturyTel’s Executive
	Vice President, and Chief Financial Officer, and Gene Betts EMBARQ’s
	Chief Financial Officer.
	Certain forward looking statements may be made today during the call
	particularly as they pertain to guidance for fourth quarter and full year 2008.
	Selected information regarding 2008 and the effects of this transaction
	described herein and other outlooks in our businesses.
	Please review our Safe Harbor language found in our press releases and in our
	SEC filings which describe factors that could cause our actual results to differ
	materially from those projected by us in these forward looking statements.
	With that at this time I’ll turn the call over to Glen Post. Glen?
Glen Post:	Thank you Tony, good morning everyone and thank you for joining us on
	such short notice this morning.
	This is an exciting day for us and I’m looking forward to taking you through
	the (inaudible) bits of the CenturyTel EMBARQ combination. But as Tony
	mentioned first Stewart and Gene are going to make a few remarks regarding
	the third quarter 2008 results, released earlier today by CenturyTel and
	EMBARQ. Stewart?
Stewart Ewing:	Thank you Glen, good morning everyone. As a reminder all of my comments
	this morning regarding CenturyTel’s actual results for third quarter 2008.

Moderator: Tony Davis
10-27-08/9:00 a.m. CT
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And guidance for the remainder of 2008 exclude the non-recurring items 

detailed on the financial schedules of the company in the press release. And 

any non-recurring items that may occur in the fourth quarter. 

Also since I will only cover a few highlights this morning. I encourage you to 

read our press release and our 10-Q when it is filed. As usual you can call 

Tony Davis with any follow up questions. 

CenturyTel achieved solid financial results for the third quarter. Operating 

revenues and diluted earnings per share for the third quarter were at or near 

the top of our prior guidance for the quarter. 

Operating revenues were $650.1 million or about eight percent lower than the 

$708.3 million in third quarter a year ago. Primarily due to the recognition of 

$42.2 million of prior (inaudible) revenue settlements in third quarter 2007. 

Excluding those settlements operating revenues declined less than two and a 

half percent. 

Revenue increases of approximately $18 million were primarily driven by 

continued growth in our high speed internet customer base. Along with 

modest revenue growth from our video service offerings. 

However, excluding the 2007 revenue settlements mentioned earlier. These 

increases will more than offset the revenue declines of approximately $34 

million. Primarily attributable to lower access revenues and access line 

losses. 

Operating expenses decreased $12.6 million or 2.6 percent from $481.9 

million in third quarter 2007 to $469. Three million in third quarter 2008. 

Primarily as a result of lower personnel related costs and lower depreciation 

expense that more than offset costs associated with growth in our high speed 

internet customer base. 

For third quarter 2008 we generated an operating cash flow margin of 47 ½ 

percent, compared to a normalized 48.2 percent in third quarter 2007. Diluted 

earnings per share excluding non-recurring items was 82 cents for the quarter, 

Moderator: Tony Davis
10-27-08/9:00 a.m. CT
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	or one cent below the top end of our previous guidance and first call
	consensus of 83 cents per share.
	However I do want to point out that CenturyTel’s earnings from its interest in
	an unconsolidated wireless partnership were approximately $4 million lower
	for third quarter than we had anticipated due to 2007 audit adjustments
	recorded by the partnership’s general partner late in the third quarter.
	Excluding these 2007 audit adjustments diluted earnings per share for the
	third quarter would have been approximately two and a half cents higher. We
	generated over $140.5 million in free cash flow during the quarter and ended
	the quarter with $259 million of cash and cash equivalents.
	During the quarter we returned approximately $273.3 million to shareholders
	through share repurchases and dividends and we ended the quarter with $246
	million remaining under our $750 million share repurchase authorization.
	We continued to see solid demand for broadband services, as we added nearly
	20,600 high speed internet customers during the quarter. And business
	demand for higher bandwidth Ethernet services remained strong.
	Our high speed internet penetration of our enabled lines was 35 percent and
	our broadband enablement increased to nearly 88 percent of total access lines
	as of the end of the quarter.
	Now turning to CenturyTel’s guidance for fourth quarter and full year 2008.
	For fourth quarter 2008 we anticipate total revenues of $635 million to $645
	million and diluted earnings per share of 78 cents to 83 cents.
	And we expect full year 2008 diluted earnings per share to be in the range of
	$3.28 cents to $3.33 cents. Fourth quarter and full year diluted earnings per
	share guidance are based on shares outstanding as of September 30th2008.
	With that I will turn the call over to Gene. Gene?
Gene Betts:	Thanks Stewart and good morning everyone. EMBARQ demonstrated the
	stability of our cash flow in the third quarter despite continued head wind

Moderator: Tony Davis
10-27-08/9:00 a.m. CT
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from the economy. Like the last few quarters the economic slowdown is 

evident in our revenue numbers but we continue to diligently manage 

expenses and capital. 

As a result we are again raising our cash flow outlook for the year. In total 

third quarter revenue declined 4.3 percent from last year to $1.53 billion. One 

factor affecting this comparison is the decision we made earlier this year to 

begin winding down our wireless business. 

Naturally revenue has been hurt by that decision but wireless dilution has 

improved substantially. In the third quarter dilution declined to just $1 

million compared to $21 million one year ago. 

Most of the top line pressure we’re experiencing is in the voice revenue 

category, which is, which in the third quarter was impacted by the loss of 

169,000 access lines. Compared to last year’s third quarter absolute line 

losses increased by 39,000. Roughly consistent with the year-over-year 

comparisons in the first two quarters of the year. 

The primary issue continues to be reduced new orders, rather than 

disconnects. As previously indicated the decline in gross adds has been 

accompanied by a reduction in the number of new service addresses. Which 

we will subsequently refer to as NSA as an acronym, that we have been 

required to bill. This has resulted in significantly lower CapEx and 

contributed to the ongoing stability of our cash flow. 

Moving from voice to data, revenues surpassed $200 million for the first time 

in the third quarter growing 3.6 percent from the prior year. In wholesale 

we’re seeing a bit slower growth in wireless back (hold) but business data 

continues to grow at a relatively steady rate. 

High speed internet revenue meanwhile grew 11 percent year-over-year to 

$138 million in the quarter. Net subscriber additions totaled 24,000 consistent 

with the number we reported in the second quarter but below the prior year 

level. 

Moderator: Tony Davis
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Similar to access lines the economy is having an impact on our HSI subscriber 

metrics. Gross adds have been most affected but we also saw an increase in 

economic disconnects year-over-year. 

Finally our video results were very strong this quarter. In fact the 45,000 net 

adds we posed this quarter was almost twice as many as we’ve added in any 

other quarter in our history. As a result our video base grew to 284,000 at the 

end of the period. Which means almost eight percent of our customers now 

have a bundle that includes EMBARQ home phone and Dish Network TV 

services. 

Despite the decline in the revenue we generated solid recurring income again 

this quarter. In addition the completion of our $500 million share repurchase 

program contributed to a significant year-over-year increase in our earnings 

per share. 

Operating income was $353 million this quarter, which was negatively 

impacted by $66 million in charges related to a reduction in our workforce. 

Of that total $49 million is reflected in cost of service and $17 million in 

SG&A. 

Going forward we expect this action to result in annual savings of 

approximately $70 million per year. We won’t be up to the full quarterly run 

rate of those savings in the fourth quarter. But will see the full effect next 

year. 

Year-to-date operating income totaled $1.22 billion approximately seven 

percent from $1.13 billion in the first three quarters of ’07. Operating margin 

is also much improved from the prior year level increasing by more than 200 

basis points for the year to date period. 

We completed the $500 million stock buyback program we announced in 

January. Repurchasing $2.2 million shares for $100 million during this 

quarter. In total we were able to repurchase $11.8 million shares under the 

program which represents more than seven and a half percent of total shares 

outstanding at the beginning of ’08. 

Moderator: Tony Davis
10-27-08/9:00 a.m. CT
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Although diluted EPS was impacted by non-recurring charges in both the 

current and prior year period. The buyback helped drive an increase of 10 

percent to $1.11 cents year-to-date diluted EPS has increased 21 percent year- 

over-year to a total of $3.88 cents. 

3Q CapEx was $170 million and for the year-to-date it was $526 million 

representing just 12.2 percent of Telecom Revenue. In total we now expect 

CapEx to be less than $710 million down from our prior outlook of $740 

million. 

Within that total we expect NSA requirements to be more than $100 million 

below the 2007 level and more than $150 million below 2006. Lower capital 

requirements combined with solid reoccurring profitability resulted in cash 

flow before dividends of $242 million in 3Q and total of $802 million over the 

first three quarters of the year. These amounts represent significant 

improvements from 2007 levels. 

In closing, our update our full year expectations starting with access lines 

we've changed our outlook slightly in light of recent trends. In the fourth 

quarter we believe absolute line losses will continue to be somewhat higher 

than prior year levels similar to what we've seen over the first three quarters in 

2008. 

That could be the case in the early part of 2009 as well but over time we 

expect improvement in both cyclical and secular trends. Given higher line 

losses we are lowering our revenue outlook for 2008 as well. We now expect 

revenue for the telecommunications segment to be in the $5.6 to $5.70 billion 

range. 

I know that earlier we improved our outlook for capital expenditures to less 

than $710 million at most that would be 12.5 percent of Telecom revenue 

based on our new outlook. Finally, if given the reduction capital spending in 

our own growing expense trends we are raising the expectation for cash flow 

before dividends to a range of $1.01 to $1.03 billion. 

It is important to note those numbers include the $66 million in charges we 

occurred this quarter without those special charges we would expect cash flow 

Moderator: Tony Davis
10-27-08/9:00 a.m. CT
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	to $1.05 to $1.07 billion this year. With that I will turn the call over to Glen,
	so he can tell you more about the transaction we announced today.
Glen Post:	Thank you Gene, if you're viewing the slide presentation that are available both
	(inaudible) Web sites, I will begin on slide four. Let me talk about today's
	strategic announcement, let me begin by saying that combining Century Tel
	and EMBARQ great strategic sense, now this combination brings together two
	leading communication companies with a customer focus industry leading
	capabilities, it reinforces both companies strategic plans, diversifies our
	revenues, and provides us with expanded networks, expertise, and financial
	resources to build long term shareholder value.
	As a combined company we will be even more competitive but significantly
	increased scale. Now the new companies combined operating presence in 33
	states with approximately $8 million access lines, $2 million (bald) bank
	customers, and 400,000 video subscribers. Additionally we expect to help pro
	bono revenues in access of $8.8 billion and EBITDA $4.2 billion, as I said
	September 30th, 2008 including anticipated synergies on a full run rate basis.
	Post closing we also expect to maintain an investment, gain credit rating,
	given the capacity to invest in the business. At the same time reward our
	shareholders. We expect to maintain our dividend payout ratio of about 50
	percent and to continue returning substantial capital to shareholders over time.
	We expect to generate synergies of about $400 million annually within the
	first three years of operation. We’ll discuss the synergy in a bit more detail
	later on. But the key drivers of these synergies include the reduction of
	corporate overhead, the elimination of duplicate functions, enhanced revenue
	opportunities and increased operational efficiencies through the adoption of
	best practices and capabilities, from each of our companies.
	We will have an experienced leadership team comprised of management from
	both companies, with great depth in industry and a track record of success.
	With Bill Owens, non-executive Chairman, I will continue to serve as Chief
	Executive Officer, Tom Gerke will be Executive Vice Chairman, Karen

Moderator: Tony Davis
10-27-08/9:00 a.m. CT
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Puckett Chief Operating Officer and Stewart Ewing Chief Financial Officer. 

We believe that working together we can ensure a really smooth integration. 

If you turn to slide five this slide outlines the terms of the transaction. 

EMBARQ shareholders will receive a fixed exchange ratio of 1.37 

CenturyTel shares. For each share of EMBARQ common stock (inaudible). 

Based on CenturyTel’s closing stock price last Friday, EMBARQ 

shareholders will receive $40.42 cents of CenturyTel stock for each 

EMBARQ share. This represents the multiple of 3.9 times the last 12 months 

EBITDA after run rate synergies. And 4.6 times the last 12 months free cash 

flow on the same basis. 

The transaction has an enterprise value of approximately $11.6 billion which 

includes a (inaudible) of approximately $5.8 billion of EMBARQ debt. We 

have obtained a commitment to refinance EMBARQ’s bank debt, and really at 

the end of the day we expect to have pro former leverage of 2.1 times last 12 

months EBITDA including run rate synergies. 

Upon closing of the transaction CenturyTel shareholders will own 

approximately 34 percent EMBARQ shareholders will own approximately 66 

percent of the combined company. The transaction which we expect to close 

in the second quarter of 2009 is subject to approval of CenturyTel and 

EMBARQ shareholders, as well as Federal and certain state regulators. 

Turning to slide six, you can see the highly complementary assets and 

geographic coverage of the two companies. CenturyTel’s footprint is shown 

in yellow and EMBARQ’s footprint is shown in red. The red lines represent 

CenturyTel’s fiber network that’s highly complementary to a large portion of 

the CenturyTel and EMBARQ footprints. 

The combined company will be even more competitive with significantly 

increased scale to facilitate economically attractive deployment of growth 

products and services including expanded IPTV, broadband and wireless data 

offers. 

Moderator: Tony Davis
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Slide seven puts into context the pro forma metrics I mentioned earlier. You 

will see from this slide that we will be one of the leading communications 

companies with more than 2.5 times the access lines. And trailing 12 months 

of revenue the midsized peer group shown here. And more than double the 

broadband customers in trading 12 months of EBITDA for those same peers. 

So as shown here this transaction greatly strengthens our competitive position 

throughout the country. 

Slide eight shows some of the key combined metrics of our two companies 

before we factor in the synergies. I won’t go through each one but as I 

mentioned earlier we believe that this combination gives us greater scale and 

financial strength to drive the business forward. And deliver long term 

shareholder value. 

Slide nine provides a breakdown of the primary sources of our synergies. So 

you can see that we expect to achieve approximately three fourth of the 

synergies from operating call savings. The rest coming from CapEx and other 

synergies. The acquisition and integration cost for this combination are 

estimated to be approximately $275 million which we expect incur over an 

estimated three year period. 

Slide ten, outlines several governance matters. First the combined company’s 

single leadership team who will exist of executives from both CenturyTel and 

EMBARQ. As said I will continue to serve as Chief Executive Officer, Tom 

Gerke will be Executive Vice Chairman, Karen Puckett and Stewart Ewing of 

CenturyTel will continue serving as Chief Operating Officer and Chief 

Financial Officer respectively. 

Bill Owens currently non executive Chairman of the EMBARQ board of 

directors will be the non Executive Chairman of the combined company and 

Harvey Perry will continue as non Executive Vice President. Non Executive 

Vice Chairman excuse me. 

Having worked in the same industry together for many years we know each 

other well and have tremendous respect for the work that each company has 

done. The key to our success has been tremendous efforts of our employees 

Moderator: Tony Davis
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	around the country. We believe this combination will result in enhanced
	career opportunities for many employees from both CenturyTel and
	EMBARQ.
	We will forward, look forward to leveraging the talents and strengths of both
	of our teams to drive continued growth and success for all of our stakeholders.
	The combined company’s board of directors will consist of fifteen members
	eight of whom will come from the CenturyTel board and seven members from
	the current EMBARQ board. The corporate headquarters will remain in
	Munroe Louisiana and we will also maintain a significant presence in
	Overland Park Kansas.
	While making the key decisions about how we will combine the operations of
	CenturyTel and EMBARQ have not yet been made. We do expect a smooth
	transition. In the coming weeks we will appoint a transition team made up of
	representatives of both companies. And in addition the name of the combined
	company will be determined prior to the close of the transaction.
	I’d now like to turn the call over to Tom to say a few words, Tom?
Tom Gerke:	Thanks Glen, I certainly share your substantial enthusiasm for this transition
	and echo your many favorable comments. This transaction will benefit our
	customers and our shareholders. Glen together we’ll be much stronger than
	operating alone.
	Our board and management team have been evaluating the best course of
	action to deliver value to the EMBARQ shareholders. And our board is
	determined that combining with CenturyTel achieves that goal.
	This transaction offers EMBARQ shareholders a premium for their shares
	today and at the same time allows them to participate in what we believe will
	be significant growth potential from this combination. We are uniting two
	very similar corporate cultures that share a strong commitment to our
	customers, our employees and our communities, we look forward to working
	together to continue providing outstanding service, and enhanced offerings to
	our customers.

Moderator: Tony Davis
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	The combination will possess excellent network assets, numerous areas of
	strength that complement each other and will drive efficiencies, improve
	product offerings and increased customer satisfaction. And it will deliver a
	management team committed to driving efficiencies and all the while staying
	focused on customer satisfaction and customer services and products.
	Glen I look forward to participating on the leadership team to help collectively
	drive increased profitability and growth in the years ahead. With that I’ll turn
	it back to you.
Glen Post:	Thank you Tom. We’re going to look at slide eleven now. In summary we
	are very excited about this combination to increase the company of impressive
	scale on a combined basis we expect to have approximately eight million
	access lines, two million broadband customers and 400,000 video subscribers.
	We expect the combined company to generate approximately $8.8 billion in
	revenue and $3.8 billion of EBITDA.
	But this transaction is not just about getting bigger. It’s about increasing
	shareholder value. We expect to realize substantial synergies, both through
	increased operational efficiencies and enhanced revenue opportunities. The
	transaction is expected to be free cash flow per share created the first full year
	after closing.
	The combined company will have pro forma leverage of approximately 2.1
	times EBITDA, including synergies on full run rate basis. This strong capital
	structure should provide us the financial flexibility to fund our operational
	needs going forward, as well as return substantial capital to our shareholders
	through both dividends and opportunistic share repurchases.
	In addition to its financial strength, the combined company will be
	strategically and competitively well positioned. Both of our companies have
	excellent net worth, so we believe we can leverage to drive increased revenues
	to roll out new products, both to our large consumer base and well as
	EMBARQ's diverse mix of business and enterprise customers. (Inaudible)
	integrated systems should allow us to realize significant customer service and

Moderator: Tony Davis
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	marketing efficiencies, both to reduce our operating costs and improve our
	customer satisfaction.
	In summary, this combination creates a larger, financially stronger company
	which should be well positioned to significantly increase shareholder value,
	both the in the near term and well into the future. That concludes our
	prepared remarks and we would be happy to take a few questions. Operator,
	if you would please, provide instructions for the Q&A session.
Operator:	The floor is now open for questions. At this time if you have a question or a
	comment please press star 1 on your touch-tone phone. If at any point your
	question is answered, you may remove yourself from the queue by pressing
	the pound key. We do ask that that while you pose your question, that you
	pick up your handset to provide optimal sound quality. Thank you. Our first
	question is coming from Jason Armstrong with Goldman Sachs.
Jason Armstrong:	Thanks. Good morning and congratulations. There’s going to be just a
	couple of quick ones. On, first, just on the thought process here, urban versus
	rural (inaudible), maybe you could just walk us through your comfort level
	with operating in urban areas (inaudible) which steps outside the traditional
	framework we’ve seen before with you. You know maybe how did you think
	of doing a deal that has a lot more urban exposure versus sticking to some of
	the more rural deals you’ve done before. And then second question I guess
	just a data point, can you give us what the break fee is for this, for this deal?
	Thanks.
Male:	First of all, customary break up fees in this transaction, Jason. Regarding how
	we see the urban assets, we believe that first of all, that EMBARQ's already
	incurred a lot of the initial competitive impacts of the cable companies rolling
	out the voice-over IP product. They’ve lost potential market share in these
	urban markets. We believe with our, our little different approach to market
	strategy that we can be effective in driving penetration of especially
	broadband services in urban markets and well as the rural areas.
	Now we, we’re going to focus more on direct mail versus mass media. It’s
	been EMBARQ's approach. We’ll be more aggressive, more on finance with

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	the business. They haven’t done a bad job, it’s just a different approach to the
	markets. I think we’ll take what’s been undertaken previously in each market.
	We’ll be (inaudible) cable and speed, with our all-out focus on broadband, our
	think fast message. We’ll plan to launch an aggressive pure broadband
	service offering. These markets, especially in the college towns we think will
	be very effective. We’ll be more aggressive in expanding our distribution
	channels, especially door-to-door in our prepaid markets. Some of the
	markets.
	So we – also we’ll go into more pure pricing structure. And we were
	surprised based on the competitive requirements in each market. We’ll build
	more, with our – back to all the systems we have the ability to quickly change
	prices and then to target pricing and bundles in certain areas, in certain
	individual markets and market areas and regionals, regions. We think it will
	be very effective, especially competing in all these other markets. So we’re
	not concerned about that. We believe we can compete. Especially when you
	look, they’ve already taken on again the onslaught of the initial competitive
	surge from the cable companies.
Jason Armstrong:	And (inaudible) if you think about overlaying a lot of these things on the
	EMBARQ territory, you know one of the things that you had done that was
	different from a lot of your peers is buy spectrum in the most recent spectrum
	auction and talk about overlaying a lot of your footprint with a real sort of
	facilities based wireless strategy. How does this play into the EMBARQ
	footprint?
Glen Post:	Well Jason, we believe that the 700 megahertz spectrum is, is certainly viable
	and can drive real value. Of course, our approach there has been to not
	(inaudible) product, it will be a really, a broadband play driving wireless
	broadband data. We believe there will be an opportunity to trade spectrum
	from some of the markets we already have. We think there will be possibly
	opportunities to carve out and building out spectrum that other carriers have
	today, would perhaps not want to build out in our markets. So we think there
	will be opportunities there to prospect and to build out and trade (inaudible).
	So we still think it’s a viable investment and can drive value for shareholders

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	long tem and certainly can improve the (inaudible) for our customers. So we
	plan to continue to pursue that opportunity in these additional markets.
Jason Armstrong:	OK, great, and just back to the break fee. You said, you know your word was
	“customary” and I think a lot of people sort of think of that in the 2.5 percent
	of total deal size range. IS that what we should be thinking about, or is there
	any sort of specific number you can attach to it?
Glen Post:	That detail will be filed later today, Jason. So we’ll just say it’s pretty normal
	course.
Jason Armstrong:	OK
Glen Post:	But later this week, rather.
Jason Armstrong:	Great.
Operator:	Your next question comes from Simon Flannery with Morgan Stanley.
Simon Flannery:	Thanks a lot and if I can add my congratulations. Can you talk a little bit
	about the approval process and the timelines? I think you said second quarter.
	What, how many states do you think you’ll need approval in as well as
	shareholder approvals and does the, sort of political cycle sort of risk timing
	on that?
	And then on clustering. I note from the very helpful map that you put in on
	page six that in some places like the Pacific Northwest and parts of the
	Midwest you seem to be you know setting up some pretty nice clusters here.
	But it, maybe you can give us a sense more on sort of access line or percent of
	base. How many of these are in places where you can really start to put in
	things like the technical, maintenance staff and so forth and really integrate
	them tightly, not just at the head office level. Thanks.
Tom Gerke:	Simon, Tom Gerke let me take your first part and then turn it back to Glen. I
	think the tall pole in the tent, if you will, will be the state regulatory approval
	process. That’s what we expect. We’d estimate about 16 of the 33 is our
	current estimate. We’re going to continue to compare our diligence and

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	review, but 16 state approvals as well as FCC and DOJ approval. We think
	the time frame second quarter fits comfortably within a six to eight month
	time period. Frankly, Glen and I will be doing everything possible to work
	together to beat that and we think we have a chance, but that’s our current
	estimate. The election cycle, I don’t think that measurably impacts this in
	terms of the state PUC approvals, so that’s where we think it’s key. Glen’s
	team and my team have very excellent relationships with the state regulators.
	We’re both represent ongoing operators who are very committed to these
	markets. We both bring investment grade balance sheets to the table, and so
	we think we have the set of facts and conditions that not only should receive
	approval but should be welcomed by these regulators as they review the
	transaction.
Glen Post:	And Simon, regarding the clusters. We have some excellent clustering
	opportunities here from this combination of our companies. The Midwest
	area, the Southeast area and the Western properties, we expect to have four or
	five excellent clusters in the 1.5 – 2 million access line range and this is going
	to fit very well. It’s going – if you look at the maps, there’s great clusters
	here. States contiguous in most cases, many areas. We’ll headquarter in some
	of our largest states as we operate, as we set up these regional operations.
Simon Flannery:	OK thank you.
Operator:	Your next question comes from Michael Nelson with Stanford Group.
Michael Nelson:	Thanks for taking my question. If I could maybe, two quick questions. The
	first one’s for (Tom). You know as you looked to sell the company, was this a
	competitive bidding process and were there any other bidders?
	And then a completely separate question for Glen. Can you discuss the
	proposed regulatory changes that we’re hearing about now with the FCC on
	inter-carrier compensation and USS subsidies and any way to handicap the
	potential changes and the impact to your business.
Male:	I’ll go first. The board engaged as you would expect in a very robust
	process rather than getting in any details now that will obviously be described
	in the proxy. But rest assured we looked at all of our strategic alternatives.

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	We made sure that we understood the various alternatives and then went
	through very diligent process of weighing all of the relevant factors and then
	reached a conclusion, and with great satisfaction, that we think Glen and his
	company are going to be a great combination, a great fit for all the reasons
	we’re discussing today.
Glen Post:	And Michael, regarding the FCC order. Look, we’re disappointed in what, in
	the proposal best, what we’ve seen, we haven’t seen the whole order. But
	what we’ve heard and know about it, we’re disappointed. There are many
	moving parts yet. It’s really impossible to determine the actual impact. We
	are very concerned though if the current proposal were to pass it would have
	significant impact on local rates for customers in rural markets and smaller
	cities across the country. That’s our major concern we’d have.
	We’re going to continue to correspond and work with the, within our industry
	group, the CEOs and the mid-sized sector and with the FCC and other
	constituencies to try to work through this and be sure that it’s not, does not
	end up being a order that’s approved that really hurts customers in rural
	America. And that’s what could happen here and that’s our biggest concern.
	But there are a lot of moving parts, as I said, and we’ll know more in the
	weeks ahead.
Michael Nelson:	Thanks. Congratulations and good luck.
Glen Post:	Thank you.
Male:	And Glen, I would add on that last topic with the uncertainty that you
	mentioned. One thing that’s true is combined, we’re better positioned to deal
	with it, whatever it is. We’re still going to advocate because we have a good
	set of facts, and we think there needs to be a much better focus on rural
	America. That's the part of the United States where broadband, or you know
	information highway is not fully extended yet, and we're best positioned to
	take care of that, so we'll strongly advocate it, but I also think that this
	transaction today improves our ability to address any decision that does come.
Operator:	Your next question comes from David Barden with Bank of America.

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David Barden:	Hey, guys, thanks for taking a question. Congrats. A couple, if I could, the
	first one is maybe just a follow up on that question, guys. Could each of you
	share with us the percentage of revenues that are currently interstate intrastate
	access, and the average rate which you enjoy on that. I think that would help
	us do our math to kind of get a sense as to what the potential impact could be
	depending on what the outcome of the SEC rules is.
	The second, if I could, on the synergies and the merger costs, is it fair to
	assume that these kind of happen in a smooth way over the three years, or are
	we looking at some low hanging fruits, and lots of the synergies and benefits
	and costs kind of coming relatively quickly.
	I think the last thing I want to just touch on, Glen, I want to be clear. It kind
	of sounded like you were suggesting like Century Tel wants to extrapolate
	kind of a wireless build strategy across the entire eight million lines combined
	company footprint. Are the kind of costs and strategies that you're
	contemplating there, embedded in this synergy number? Is this synergy
	number net of those new strategies, or is that just kind of a status quo synergy
	number. Thanks.
Glen Post:	On the last question first, they are a more status quo synergy number, and we
	don't have any plans right now to acquire any additional spectrum, but
	opportunistically, we will follow our varied discipline process. We believe
	we can buy spectrum and bill it out and earn returns that are attractive in
	driving shareholder value. We will do that. If the prices are too high, they'll
	ask too much, we will not do it. Oh course, we're going to pursue the LPE,
	our plans with the LPE technology, and the 700 mega-hertz spectrum, which
	also AT&T and Verizon, we expect them to follow that path. And we'll see
	how this will be rolling out toward the end of 2009 and early 2010, so there
	will be very little expenditures between now and 2010, and we'll just see how
	this plays out in the months ahead.
	It is extremely attractive spectrum, some of the best spectrum that's available
	anywhere, and we think it's valuable because of its characteristics.
	Stewart, do you want to talk about…

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Stewart Ewing:	David, on the synergies, course there are some synergies that can come fairly
	quickly, however, a good part of the synergies will come as we do the systems
	conversions, which again we expect to take 24 months to possibly 36 months.
(Male):	Regarding the (inaudible) interstate and intrastate, we're not really prepared to
	talk about that today, David. We can get that information to you. We'll see
	how this thing goes in the next few weeks. We're working on this as we
	speak. As I said the slowly moving parts, it's really difficult to determine
	where this thing is headed right now, but we will be back with you on this as
	this thing develops.
David Barden:	Got you. OK guys, thanks. Good luck.
Operator:	Your next question comes from Tim Horan with Oppenheimer Funds.
Tim Horan:	Hi guys, a couple of questions, to Tom, mostly. Tom, given that you're twice
	the size of Century Tel, maybe you can walk through the thinking of why your
	management team, or management controller, you actually be acquiring
	Century Tel as opposed to getting acquired. Was it more of EBITDA issue?
	And secondly to you Tom, and then I just had follow up. You know Century
	Tel stock is down quite a bit this morning, are you worried at all that maybe
	someone might make a hostile bid for Century Tel, and what kind of
	protections do you have in case that happens? Thanks.
Tom Gerke:	Yes, first we've often said that industry consolidation makes sense that we
	would be willing to consider it, but one of the threshold requirements was that
	it would be accretive and beneficial to both sets of shareholders and we
	believe that's exactly the type of arrangement that we have here. I think that
	the management team that's put together that will be a– Glen and I talked a lot
	about this– truly selecting the best athletes to fill out the team, but I think
	when you look at the experience that Glen brings to the table, and the focus as
	COO, (Karen Pucket), I think that this is a phenomenal leadership, and when
	you blend them together, that's the best of the best, is a better approach than
	thinking about one particular set of management versus the other.

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	And in terms of the commitment, both boards spent substantial time looking
	through all the relevant factors, and this wasn't a hurried decision by any
	stretch, and people spent a lot of time thinking about it and focusing on why
	this was the best. We have the normal protections that exist, but both
	companies, I believe, are fully committed to the deal, and seeing it through.
Tim Horan:	Just to play devil's advocate on the two risks, if someone does come in to try
	and make a hostile on Century, given how much they've traded down today
	you know what protections do you have on that, and or, maybe Century Tel
	can comment on that.
	And then, secondly, back to the regulatory risks, Century Tel does get
	substantially more subsidies than you do, if there were to be major changes on
	the regulatory front, would that kind of trigger any macro clauses or can you
	discuss some of those. Thank you, thanks.
Tom Gerke:	Yes, first we've often said that industry consolidation makes sense that we
	would be willing to consider it, but one of the threshold requirements was that
	it would be accretive and beneficial to both sets of shareholders and we
	believe that's exactly the type of arrangement that we have here. I think that
	the management team that's put together that will be a– Glen and I talked a lot
	about this– truly selecting the best athletes to fill out the team, but I think
	when you look at the experience that Glen brings to the table, and the focus as
	COO, (Karen Pucket), I think that this is a phenomenal leadership, and when
	you blend them together, that's the best of the best, is a better approach than
	thinking about one particular set of management versus the other.
	And in terms of the commitment, both boards spent substantial time looking
	through all the relevant factors, and this wasn't a hurried decision by any
	stretch, and people spent a lot of time thinking about it and focusing on why
	this was the best. We have the normal protections that exist, but both
	companies, I believe, are fully committed to the deal, and seeing it through.
Tim Horan:	Just to play devil's advocate on the two risks, if someone does come in to try
	and make a hostile on Century, given how much they've traded down today

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	you know what protections do you have on that, and or, maybe Century Tel
	can comment on that.
	And then, secondly, back to the regulatory risks, Century Tel does get
	substantially more subsidies than you do, if there were to be major changes on
	the regulatory front, would that kind of trigger any macro clauses or can you
	discuss some of those. Thank you, thanks.
Tom Gerke:	Well first on the second one, in terms of the regulatory, actually this order is
	sufficiently vague, is unpublished, has enough different components, it treats
	different classifications differently, so there's the potential, but I would
	emphasize on that point, that the two companies combined, are in the best
	position on a go forward basis. I think that's you know the key one.
	And then again, on the protections, it'll be filed promptly, the agreement will
	be there. All of the normal protections that you would expect in a deal where
	both parties signed up with a full commitment to seeing it through, will be in
	the agreement.
Tim Horan:	Thank you.
Glen Post:	Regarding the (inaudible) issue, I'm not going to speculate what may or may
	not happen here, but we know this is a great investment for our company, for
	our shareholders. It has created a free cash flow, the first cash flow for a year.
	We paid a fair price (for) (EMBARQ), I'm confident this will drive
	shareholder value over time, and we're very pleased with this transaction.
Tim Horan:	Thanks Glen.
Operator:	Your next question comes from Michael Rollins with Citi Investment
	Research.
Michael Rollins:	Great, thanks, good morning. Tom, just wanted to follow up on a couple of
	comments that you made. You know I was just wondering – you mentioned
	that it was a well throughout process, but why today?
	You know it's – I guess the question is, if there is a possibility for regulatory
	change and if all the details are not known today, can you talk a little bit more

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	about what one of you were you thinking to go today, versus possibly waiting
	a week or 10 days, for some clarity to be shed on that front.
	And the second comment that you made is that the two companies would be
	better off combined than separately. In your opinion, which company is better
	off today, heading into the possibility of regulatory change and how did that
	feed into your decision making process?
	Thanks. For the Board's, excuse me, decision making process. Thanks.
Glen Post:	I think the focus is for a long time in this sector, there've been lots of different
	reasons why industry consolidation hasn't occurred and there's you know
	unlimited different reasons for it not to occur.
	And so, we've looked at the potential for the synergies, the time to realize
	those and weighed that against the fact that there's – as we've said, not
	numerous times, not only substantial uncertainly, but even once the – first the
	decision may be very narrow and then whatever decision is there, in all
	likelihood will get appealed, as many of the FCC orders do.
	So, the time until there will would be a real clarity on this could be you know
	very far down the road. And then in terms of which company is best suited on
	an individual basis, there are at -within the USF section of this, there're
	potential commitments or a person would have to, either as we understand it,
	again, it's unpublished, step up to a commitment to build out broadband or run
	the risk that someone else might come in and over bid them and so form of
	reverse option.
	That's not all fully determined yet, so in that case, Glen as a little further
	footprint build-out and in that case, you know I would say that he probably
	have an advantage, with respect to the access and different markets, we
	probably have the advantage.
	There's potential for rate of return and price cap carriers to be treated
	differently. There's a different mix there and Glen is – company is in the
	process of moving to price cap, but hasn't completed that process and
	probably has some flexibility that other carriers don't have.

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	So I think when you put all the mix in and the opportunity that this deal
	presents and the ability to start achieving synergies now, that was the mix that
	the – that the board considered and the overall view of the transaction, when
	they looked at all the factors.
Michael Rollins:	Thank you.
Operator:	Your next question comes from Chris King with Stifel Nicolaus.
Chris King:	Good morning guys and congratulations. Just two quick questions – first of
	all I just wanted to clarify that there's no evaluation collar associated with the
	– with the deal, I don't believe there is, but just wanted to confirm that with
	you.
	And secondly, with respect to your pro forma capital structure, as you guys
	pointed out, you're still going to have relatively low leverage and a pretty
	good looking balance sheet, obviously given the current situation in the capital
	markets.
	You guys may not be ready to comment on this yet, but any thought, at least
	initially as to what your ideal pro forma or capital structure might be.
	Would you be comfortable kind of maintain a two-times leverage going
	forward or would you look to increase that in any way, shape or form you
	know certainly again, depending on what the capital market's environment
	might look like a year or two from now? Thanks.
Glen Post:	Chris first, there's no evaluation collar involved here. And regarding our pro
	forma of capital structure, you know we – we're not ready to state a target
	here. We do expect to return substantial amount of cash to shareholders over
	time.
	But we'll be within our target or our goal of remaining investment grade as far
	as credit ratings are concerned. So that would be the key factor that we'll be
	looking to there.

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	But it positions us extremely well for the future to make – to have the
	flexibility to make creative investments that in strategic acquisitions and to
	bring more cash to shareholders over time.
Chris King:	Thank you.
Operator:	Your next question comes from Frank Louthan with Raymond James.
Frank Louthan:	Great, thank you. Real quick, is – are there any – I saw that the bank
	(convenience) to refinance the EMBARQ – are there any other change of
	control provisions on the CenturyTel side of the key needs to refinance and
	that's it?
Glen Post:	Yes, there are no other changes of control provisions in-fact CenturyTel.
Frank Louthan:	OK great, thank you.
Operator:	Your next question comes from Chris Larsen with Credit Suisse.
Chris Larsen:	Actually, my questions have more or less been answered. But at what point,
	how far out do you feel that you need to go before you get back on the
	acquisition train again? Is it two years out, three years out?
Glen Post:	Chris, obviously, we won't jump back in immediately, but you know it
	depends on the opportunity and the requirements for the conversion of
	customer basis and that kind of think. I think within a year of so, we'd be
	ready to look at possibilities of other acquisition opportunities.
	So, I don't think it will be a, you know long time, because we have facilities in
	place and we have – especially with our systems, we'll be converting quickly
	to our systems from – our back office systems from EMBARQ, which we
	think we have some of the back offices in customer care, billing systems, in
	our sector.
	And we'll be ready quickly to consider other – other acquisition opportunities
	in the months ahead.
Chris Larsen:	Thanks and congratulations again.

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Glen Post:	Thank you Chris.
Operator:	Your last question comes from Batya Levi with UBS.
Batya Levi:	Hi, thanks a lot. Just one question on margins – looking at the performing
	margins for the Performa Company, including the synergies, I think you will
	still be somewhat lower than your peers and I want to ask what you think
	some of the differences are.
	Do you think you can continue to drive margins to your peers' level over
	time? Thanks.
Glen Post:	You know overlooking there of course if the combination of EMBARQ and
	CenturyTel's margins and we do expect to be able to drive margins overtime.
	However, as you know the whole mix of revenue mix in our industry is
	changing to – from the more access revenue local exchange revenue to the
	more of the data revenues.
	Where we do have inherently lower – lower margins, however, we expect to
	be able to drive the revenue growth and these new services overtime. And a
	key factor in – when you compare CenturyTel's margins to our peer
	companies is that we're still in a fast 71 at CenturyTel.
	If you take – if you assume we were – we're moving past 71, we would
	actually – our margin would improve about three percentage points.
	In addition to that, we have our regional fiber operations and our IPTV
	operations that have that we – other companies do not have that have
	inherently lower margins today. So, those are some of the factors you're
	seeing in those differences in our margins versus other companies.
Gene Betts:	Glen if I could have – this is Gene Betts. If you're looking at combining
	EMBARQ's numbers, you need to be careful to remove EMBARQ logistics,
	which is nearly a half billion of revenue, basically you now it's just
	distribution.

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	When you remove that, our merger from 300 basis points higher than with
	logistics in it, so be careful that you've got apples to apples there when you do
	the modeling.
Batya Levi:	OK, thanks.
Operator:	We have reached our allotted time for questions. Mr. Post, do you have any
	closing remarks?
Glen Post:	Yes, just again, we're, we're very pleased with this transaction, we believe
	long-term – it's going to be very good for shareholders. It's accreted a free
	cash flow per share as an equity deal in the first year.
	We expect over – expect $400 million of synergies, it improved our
	competitive position, we're able to level our – both companies very high
	quality network asset, especially our 17,000 mile regional fiber-network that
	connects – will connect many of our states now and we will have
	opportunities to expand.
	We're better positioned financially to take advantage of future investment
	opportunities and return cash to shareholders as well.
	So, we're pleased, very pleased with this transaction, we're looking forward to
	working the EMBARQ, their management team, their leadership team and
	their employees to complete this transaction.
	And we appreciate your participation today in this call and look forward to
	speaking with you in the future.
Gene Betts:	Glen thank you and I echo your comments.
Operator:	Thank you. This does conclude today's conference call and Webcast, please
	disconnect your lines at this time and have a wonderful day.
END