EXHIBIT 99.1

FOR IMMEDIATE RELEASE:	FOR MORE INFORMATION CONTACT:
October 27, 2008	Tony Davis 318.388.9525 tony.davis@centurytel.com

CenturyTel Reports Third Quarter Earnings

Monroe, La… CenturyTel, Inc. (NYSE: CTL) announces operating results for third quarter 2008.

·   Operating revenues, excluding nonrecurring items, were $650.1 million compared to $708.3 million for third quarter 2007. (Third quarter 2007 revenues included the recognition of $42.2 million of prior period revenue settlements.) Reported under GAAP, third quarter 2008 operating revenues were $650.1 million.

·   Net income, excluding nonrecurring items, was $82.8 million compared to $108.1 million in third quarter 2007. Reported under GAAP, third quarter 2008 net income was $84.7 million.

·   Diluted earnings per share, excluding nonrecurring items, was $.82 compared to $.97 in third quarter 2007.  Reported under GAAP, third quarter 2008 diluted earnings per share was $.84.

·   Free cash flow (as defined in the attached financial schedules), excluding nonrecurring items, was $140.5 million in third quarter 2008 compared to $167.3 million in third quarter 2007.

·   Under the $750 million share repurchase program, 3.7 million shares were repurchased and retired for $137.5 million during the quarter.

Third Quarter Highlights (Excluding nonrecurring items reflected in the attached   financial schedules) (In thousands, except per share amounts and subscriber data)	Quarter Ended 9/30/08			Quarter Ended 9/30/07		% Change
Operating Revenues Operating Cash Flow (1) Net Income Diluted Earnings Per Share Average Diluted Shares Outstanding Capital Expenditures	$ $ $ $ $	650,073 309,079 82,760 .82 100,988 70,606		$ $ $ $ $	708,306 363,005 108,137 .97 112,229 77,445	(8.2) (14.9) (23.5) (15.5) (10.0) (8.8)	% % % % % %
Access Lines High-Speed Internet Customers		2,041,000 628,000	(2)		2,171,000 530,000	(6.0) 18.5	% %

(1)     Operating Cash Flow is a non-GAAP financial measure. A reconciliation of this item to comparable GAAP measures is included in the attached financial schedules.

(2)     Reflects the disconnect of approximately 1,400 Madison River internal company lines.

“CenturyTel continued to experience solid demand for broadband services as we added nearly 20,600 high-speed Internet customers during the third quarter,” Glen F. Post, III, chairman and chief executive officer, said. “High-speed Internet revenues increased 21% over the same period a year ago, primarily due to our 18.5% growth in high-speed Internet customers since third quarter 2007.”

Operating revenues, excluding nonrecurring items, for third quarter 2008 were $650.1 million compared to $708.3 million in third quarter 2007. This $58.2 million decrease was primarily due to $42.2 million of prior period revenue settlements recognized in third quarter 2007 upon the expiration of a regulatory monitoring period. The remaining $16.0 million decline primarily reflects the impact of access line losses and lower access revenues which more than offset revenue growth related to an increase in high-speed Internet subscribers.

Operating expenses, excluding nonrecurring items, decreased 2.6% to $469.3 million from $481.9 million in third quarter 2007, primarily due to lower depreciation expense associated with fully depreciated assets and reduced personnel expenses. These decreases more than offset an increase associated with growth in high-speed Internet customers.

Operating cash flow, excluding nonrecurring items,decreased to $309.1 million from $363.0 million in third quarter 2007, primarily due to the lower prior period revenue settlements and other revenue declines discussed above. For third quarter 2008, CenturyTel achieved an operating cash flow margin of 47.5% versus 51.2% in third quarter 2007.

“CenturyTel remains focused on providing high-quality, advanced communication services to our customers, including high bandwidth solutions that are critical to economic development and job growth,” Post said. “Our strong cash flows enable us to continue to invest in fiber networks, broadband services and emerging technologies that support the communities we serve and provide a foundation for future revenue growth.”

Net income, excluding nonrecurring items, was $82.8 million in third quarter 2008 compared to $108.1 million in third quarter 2007. The decrease was primarily driven by the after-tax impact of the decline in prior period revenue settlements discussed above, the revenue impact of access line losses and lower access revenues, along with lower earnings from CenturyTel’s interest in an unconsolidated wireless partnership due to 2007 audit adjustments recorded by the general partner in third quarter 2008. Diluted earnings per share, excluding nonrecurring items, was $.82 for third quarter 2008, a 15.5% decrease from the $.97 reported in third quarter 2007. This decrease was primarily due to the lower net income as discussed above, partially offset by the 10.0% decline in average diluted shares outstanding as a result of share repurchases since third quarter 2007.

The Company suspended its share repurchase program on September 15, 2008 due to deterioration in the financial markets.

For the first nine months of 2008, operating revenues, excluding nonrecurring items, increased to $1.956 billion from $1.948 billion for the same period in 2007. Operating cash flow, excluding nonrecurring items, was $946.5 million for the first nine months of 2008 compared to $970.1 million a year ago. Net income, excluding nonrecurring items, was $260.1 million in the first nine months of 2008 compared to $264.4 million during the same period in 2007. Diluted earnings per share, excluding nonrecurring items, was $2.50 during the first nine months of 2008 compared to $2.34 in the first nine months of 2007.

Under generally accepted accounting principles (GAAP), net income for third quarter 2008 was $84.7 million compared to $113.2 million for third quarter 2007 and diluted earnings per share for third quarter 2008 was $.84 compared to $1.01 for third quarter 2007. Third quarter 2008 net income and diluted earnings per share reflect a net after-tax benefit of $2.0 million ($.02 per share) from the sale of a non-core asset. Third quarter 2007 net income and diluted earnings per share reflect a net after-tax charge of $1.4 million ($.01 per share) related to a reduction in workforce and a net after-tax gain of $6.4 million ($.06 per share) from the sale of a non-core asset.

Net income under GAAP for the first nine months of 2008 was $265.7 million compared to $303.3 million for the first nine months of 2007 and diluted earnings per share for the first nine months of 2008 was $2.55 compared to $2.68 for the first nine months of 2007. See the accompanying financial schedules for detail of the Company’s nonrecurring items for the nine months ended September 30, 2008 and 2007.

Outlook.  For fourth quarter 2008, CenturyTel expects total revenues of $635 to $645 million and diluted earnings per share of $.78 to $.83. The Company has also increased and narrowed the range of anticipated full year 2008 diluted earnings per share guidance from $3.20 to $3.30 to $3.28 to $3.33, which reflects actual year-to-date results and the fourth quarter outlook.

All outlook figures provided under this section are presented excluding the potential impact of any future mergers, acquisitions or divestitures, or other nonrecurring events.

Reconciliation to GAAP. This release includes certain non-GAAP financial measures, including but not limited to operating cash flow, free cash flow and adjustments to GAAP measures to exclude the effect of nonrecurring items. In addition to providing key metrics for management to evaluate the Company’s performance, we believe these measurements assist investors in their understanding of period-to-period operating performance and in identifying historical and prospective trends. Reconciliations of non-GAAP financial measures to the most comparable GAAP measures are included in the attached financial schedules. Reconciliation of additional non-GAAP financial measures that may be discussed during the earnings call described below will be available in the Investor Relations portion of the Company’s Web site at www.centurytel.com. Investors are urged to consider these non-GAAP measures in addition to, and not in substitution for, measures prepared in accordance with GAAP.

Other. Earlier this morning,CenturyTel and EMBARQ Corporation announced they had reached a definitive agreement under which CenturyTel will acquire EMBARQ in a tax-free, stock-for-stock transaction creating one of the leading communications companies in the United States. Information about the proposed merger between CenturyTel and EMBARQ can be found in a separate news release issued today.

Investor Call. CenturyTel and EMBARQ will co-host a conference call with the financial community today, October 27, 2008, at 10:00 am Eastern Time / 9:00 am Central Time to discuss the transaction announced this morning as well as CenturyTel’s and EMBARQ’s third quarter financial results.  The conference call will be streamed live over CenturyTel’s Web site at www.centurytel.com and over EMBARQ’s Web site at www.embarq.com.  Interested parties can also access the call by dialing (866) 610-1072 (international: (973) 935-2840), and referencing code 70807213, ten minutes prior to the start of the call.

A digital recording of the call will be available as promptly as practicable and ending November 10, 2008 at 11:59 pm Eastern Time / 10:59 pm Central Time. The replay can be accessed by dialing (800) 642-1687 (international: (706) 645-9291) and referencing code 70807213.  A replay of the call will also be available on the investor relations sections of both companies' web sites.

In addition to historical information, this release includes certain forward-looking statements, estimates and projections that are based on current expectations only, and are subject to a number of risks, uncertainties and assumptions, many of which are beyond the control of the Company.  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; the Company’s ability to effectively adjust to changes in the communications industry; the Company’s ability to effectively  manage its expansion opportunities, including  successfully integrating newly-acquired properties into the Company’s operations and  retaining and hiring key personnel; possible changes in the demand for, or pricing of, the Company’s products and services; the Company’s continued access to credit markets on favorable terms; the Company’s ability to successfully introduce new product or service offerings on a timely and cost-effective basis; the Company’s ability to collect its receivables from financially troubled communications companies; the Company’s ability to pay a $2.80 per share common dividend annually, which may be affected by changes in its cash requirements, capital spending plans, cash flow or financial position; the Company’s ability to successfully negotiate collective bargaining agreements on reasonable terms without work stoppages; the effect of adverse weather; other risks referenced from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”); 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 Company’s business and plans are described in greater detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as updated and supplemented by the Company’s subsequent SEC reports.  You should be aware that new factors may emerge from time to time and it is not possible for management to identify all such factors, nor can it 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 release.  The information contained in this release is as of October 27, 2008.  The Company undertakes no obligation to update any of its forward-looking statements for any reason.

Additional Information

     CenturyTel and EMBARQ plan to file a joint proxy statement/prospectus with the SEC. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the joint proxy statement/prospectus, as well as other filings containing information about CenturyTel and EMBARQ, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, free of charge, by directing a request to CenturyTel, 100 CenturyTel Drive, Monroe, Louisiana, 71203 Attention: Corporate Secretary, or to EMBARQ, 5454 W. 100th Street, Overland Park, Kansas, 66211, Attention: Shareholder Relations. The respective directors and executive officers of CenturyTel and EMBARQ and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding CenturyTel’s directors and executive officers is available in its proxy statement filed with the SEC by CenturyTel on March 27, 2008, and information regarding EMBARQ directors and executive officers is available in its proxy statement filed with the SEC by EMBARQ on March 17, 2008. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

CenturyTel (NYSE:CTL) is a leading provider of communications, high-speed Internet and entertainment services in small-to-mid-size cities through our broadband and fiber transport networks. Included in the S&P 500 Index, CenturyTel delivers advanced communications with a personal touch to customers in 25 states. Visit us at www.centurytel.com.

CenturyTel, Inc.
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
(UNAUDITED)
	Three months ended September 30, 2008											Three months ended September 30, 2007
									As adjusted											As adjusted						Increase
				Less					excluding						Less					excluding						(decrease)
				non-					non-						non-					non-			Increase			excluding
	As			recurring					recurring			As			recurring					recurring			(decrease)			nonrecurring
In thousands, except per share amounts	reported			items					items			reported			items					items			as reported			items
OPERATING REVENUES
Voice	$	218,253								218,253			229,862								229,862			(5.1	%)		(5.1	%)
Network access		205,385								205,385			248,490			527		(3	)		247,963			(17.3	%)		(17.2	%)
Data		132,631								132,631			134,630								134,630			(1.5	%)		(1.5	%)
Fiber transport and CLEC		38,006								38,006			41,811								41,811			(9.1	%)		(9.1	%)
Other		55,798								55,798			54,040								54,040			3.3	%		3.3	%
		650,073			-					650,073			708,833			527					708,306			(8.3	%)		(8.2	%)
OPERATING EXPENSES
Cost of services and products		242,243								242,243			246,430			1,967		(3	)		244,463			(1.7	%)		(0.9	%)
Selling, general and administrative		98,751								98,751			101,612			774		(3	)		100,838			(2.8	%)		(2.1	%)
Depreciation and amortization		128,352								128,352			136,606								136,606			(6.0	%)		(6.0	%)
		469,346			-					469,346			484,648			2,741					481,907			(3.2	%)		(2.6	%)
OPERATING INCOME		180,727			-					180,727			224,185			(2,214	)				226,399			(19.4	%)		(20.2	%)
OTHER INCOME (EXPENSE)
Interest expense		(49,483	)							(49,483	)		(55,176	)							(55,176	)		(10.3	%)		(10.3	%)
Other income (expense)		4,113			3,152		(1	)		961			14,761			10,437		(4	)		4,324			(72.1	%)		(77.8	%)
Income tax expense		(50,624	)		(1,179	)	(2	)		(49,445	)		(70,568	)		(3,158	)	(5	)		(67,410	)		(28.3	%)		(26.7	%)
NET INCOME	$	84,733			1,973					82,760			113,202			5,065					108,137			(25.1	%)		(23.5	%)
BASIC EARNINGS PER SHARE	$	0.84			0.02					0.82			1.04			0.05					0.99			(19.2	%)		(17.2	%)
DILUTED EARNINGS PER SHARE	$	0.84			0.02					0.82			1.01			0.05					0.97			(16.8	%)		(15.5	%)
AVERAGE SHARES OUTSTANDING
Basic		100,402								100,402			108,996								108,996			(7.9	%)		(7.9	%)
Diluted		100,988								100,988			112,229								112,229			(10.0	%)		(10.0	%)
DIVIDENDS PER COMMON SHARE	$	1.3325								1.3325			0.0650								0.0650			1,950.0	%		1,950.0	%
NONRECURRING ITEMS
(1) - Gain on the sale of a non-core asset
(2) - Tax effect of item (1).
(3) - Severance and related costs due to workforce reduction, including revenue impact.
(4) - Gain on the sale of a non-core asset.
(5) - Tax effect of items (3) and (4).

CenturyTel, Inc.
CONSOLIDATED STATEMENTS OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
(UNAUDITED)
	Nine months ended September 30, 2008											Nine months ended September 30, 2007
									As adjusted											As adjusted						Increase
				Less					excluding						Less					excluding						(decrease)
				non-					non-						non-					non-			Increase			excluding
	As			recurring					recurring			As			recurring					recurring			(decrease)			nonrecurring
In thousands, except per share amounts	reported			items					items			reported			items					items			as reported			items
OPERATING REVENUES
Voice	$	658,634								658,634			664,435								664,435			(0.9	%)		(0.9	%)
Network access		621,987			1,012		(1	)		620,975			726,091			49,514		(4	)		676,577			(14.3	%)		(8.2	%)
Data		390,463			21		(1	)		390,442			338,700								338,700			15.3	%		15.3	%
Fiber transport and CLEC		120,805								120,805			120,851			13		(4	)		120,838			(0.0	%)		(0.0	%)
Other		164,904								164,904			149,602			1,869		(5	)		147,733			10.2	%		11.6	%
		1,956,793			1,033					1,955,760			1,999,679			51,396					1,948,283			(2.1	%)		0.4	%
OPERATING EXPENSES
Cost of services and products		719,681								719,681			686,349			(2,085	)	(6	)		688,434			4.9	%		4.5	%
Selling, general and administrative		297,212			7,655		(1	)		289,557			290,525			774		(6	)		289,751			2.3	%		(0.1	%)
Depreciation and amortization		394,990								394,990			398,701								398,701			(0.9	%)		(0.9	%)
		1,411,883			7,655					1,404,228			1,375,575			(1,311	)				1,376,886			2.6	%		2.0	%
OPERATING INCOME		544,910			(6,622	)				551,532			624,104			52,707					571,397			(12.7	%)		(3.5	%)
OTHER INCOME (EXPENSE)
Interest expense		(148,771	)							(148,771	)		(159,804	)							(159,804	)		(6.9	%)		(6.9	%)
Other income (expense)		25,437			12,713		(2	)		12,724			28,131			10,437		(7	)		17,694			(9.6	%)		(28.1	%)
Income tax expense		(155,916	)		(524	)	(3	)		(155,392	)		(189,094	)		(24,248	)	(8	)		(164,846	)		(17.5	%)		(5.7	%)
NET INCOME	$	265,660			5,567					260,093			303,337			38,896					264,441			(12.4	%)		(1.6	%)
BASIC EARNINGS PER SHARE	$	2.57			0.05					2.51			2.77			0.36					2.41			(7.2	%)		4.1	%
DILUTED EARNINGS PER SHARE	$	2.55			0.05					2.50			2.68			0.34					2.34			(4.9	%)		6.8	%
AVERAGE SHARES OUTSTANDING
Basic		103,396								103,396			109,478								109,478			(5.6	%)		(5.6	%)
Diluted		104,086								104,086			114,086								114,086			(8.8	%)		(8.8	%)
DIVIDENDS PER COMMON SHARE	$	1.4675								1.4675			0.1950								0.1950			652.6	%		652.6	%
NONRECURRING ITEMS
(1) - Curtailment loss related to Supplemental Executive Retirement Plan, including revenue impact.
(2) - Gain on the sales of non-core assets ($7.3 million), gain upon liquidation of Supplemental Executive Retirement Plan trust assets ($4.5 million), and
interest income recorded upon the resolution of certain income tax audit issues ($919,000).
(3) - Includes $2.3 million net income tax expense related to items (1) and (2) and $1.8 million income tax benefit recorded upon resolution of certain income tax audit issues.
(4) - Revenue recorded upon settlement of a dispute with a carrier ($49.0 million) and revenue impact of severance and related costs due to workforce reductions ($.5 million).
(5) - Reimbursement of amounts upon a change in our satellite television arrangement.
(6) - Severance and related costs due to workforce reductions ($2.7 million), net of reimbursement of amounts upon a change in our satellite television arrangement ($4.1 million).
(7) - Gain on sale of non-core asset.
(8) - Tax effects of items (4) through (7).

CenturyTel, Inc.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(UNAUDITED)
	September 30,			December 31,
	2008			2007
	(in thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	258,957			34,402
Other current assets		249,826			257,997
Total current assets		508,783			292,399
NET PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment		8,793,320			8,666,106
Accumulated depreciation		(5,877,970	)		(5,557,730	)
Net property, plant and equipment		2,915,350			3,108,376
GOODWILL AND OTHER ASSETS
Goodwill		4,010,027			4,010,916
Other		838,742			772,862
Total goodwill and other assets		4,848,769			4,783,778
TOTAL ASSETS	$	8,272,902			8,184,553
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt	$	45,357			279,898
Other current liabilities		429,356			456,637
Total current liabilities		474,713			736,535
LONG-TERM DEBT		3,299,266			2,734,357
DEFERRED CREDITS AND OTHER LIABILITIES		1,302,683			1,304,456
STOCKHOLDERS' EQUITY		3,196,240			3,409,205
TOTAL LIABILITIES AND EQUITY	$	8,272,902			8,184,553

CenturyTel, Inc.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
	Three months ended September 30, 2008										Three months ended September 30, 2007
								As adjusted											As adjusted
				Less				excluding						Less					excluding
				non-				non-						non-					non-
In thousands	As			recurring				recurring			As			recurring					recurring
	reported			items				items			reported			items					items
Operating cash flow and cash flow margin
Operating income	$	180,727			-				180,727			224,185			(2,214	)	(2	)		226,399
Add:  Depreciation and amortization		128,352			-				128,352			136,606								136,606
Operating cash flow	$	309,079			-				309,079			360,791			(2,214	)				363,005
Revenues	$	650,073			-				650,073			708,833			527		(2	)		708,306
Operating income margin (operating income divided by revenues)		27.8	%						27.8	%		31.6	%							32.0	%
Operating cash flow margin (operating cash flow divided by revenues)		47.5	%						47.5	%		50.9	%							51.2	%
Free cash flow (prior to debt service requirements and dividends)
Net income	$	84,733			1,973	(1	)		82,760			113,202			5,065		(3	)		108,137
Add:  Depreciation and amortization		128,352			-				128,352			136,606			-					136,606
Less:  Capital expenditures		(70,606	)		-				(70,606	)		(77,445	)		-					(77,445	)
Free cash flow	$	142,479			1,973				140,506			172,363			5,065					167,298
Free cash flow	$	142,479										172,363
Gain on asset dispositions		(3,811	)									(10,436	)
Deferred income taxes		10,532										13,106
Changes in current assets and current liabilities		3,337										(42,321	)
Decrease in other noncurrent assets		3,854										4,400
Increase (decrease) in other noncurrent liabilities		1,501										(2,542	)
Retirement benefits		3,144										6,745
Excess tax benefits from share-based compensation		(713	)									(122	)
Other, net		9,317										12,770
Add:  Capital expenditures		70,606										77,445
Net cash provided by operating activities	$	240,246										231,408
NONRECURRING ITEMS
(1) - Gain on the sale of a non-core asset, net of tax.
(2) - Severance and related costs due to workforce reduction, including revenue impact (presented on a pre-tax basis).
(3) - After-tax effect of gain on sale of non-core asset and severance and related costs due to workforce reduction.

CenturyTel, Inc.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
	Nine months ended September 30, 2008											Nine months ended September 30, 2007
									As adjusted										As adjusted
				Less					excluding						Less				excluding
				non-					non-						non-				non-
In thousands	As			recurring					recurring			As			recurring				recurring
	reported			items					items			reported			items				items
Operating cash flow and cash flow margin
Operating income	$	544,910			(6,622	)	(1	)		551,532			624,104			52,707	(3	)		571,397
Add:  Depreciation and amortization		394,990			-					394,990			398,701							398,701
Operating cash flow	$	939,900			(6,622	)				946,522			1,022,805			52,707				970,098
Revenues	$	1,956,793			1,033		(1	)		1,955,760			1,999,679			51,396	(4	)		1,948,283
Operating income margin (operating income divided by revenues)		27.8	%							28.2	%		31.2	%						29.3	%
Operating cash flow margin (operating cash flow divided by revenues)		48.0	%							48.4	%		51.1	%						49.8	%
Free cash flow (prior to debt service requirements and dividends)
Net income	$	265,660			5,567		(2	)		260,093			303,337			38,896	(5	)		264,441
Add:  Depreciation and amortization		394,990			-					394,990			398,701							398,701
Less:  Capital expenditures		(185,004	)		-					(185,004	)		(184,301	)						(184,301	)
Free cash flow	$	475,646			5,567					470,079			517,737			38,896				478,841
Free cash flow	$	475,646											517,737
Gain on asset dispositions and liquidation of marketable securities		(12,452	)										(10,436	)
Deferred income taxes		23,957											43,111
Changes in current assets and current liabilities		(53,689	)										28,514
Decrease in other noncurrent assets		6,108											8,053
Decrease in other noncurrent liabilities		(3,978	)										(14,209	)
Retirement benefits		21,346											21,392
Excess tax benefits from share-based compensation		(787	)										(6,434	)
Other, net		26,078											17,404
Add:  Capital expenditures		185,004											184,301
Net cash provided by operating activities	$	667,233											789,433
NONRECURRING ITEMS
(1) - Curtailment loss related to Supplemental Executive Retirement Plan, including revenue impact.
(2) - Includes (i) after-tax impact of gain upon liquidation of Supplemental Executive Retirement Plan trust assets ($2.8 million), (ii) after-tax impact of gain on sales of non-core assets                    ($4.6 million), and (iii) net benefit due to the resolution of certain income tax audit issues ($2.3 million), all partially offset by the after-tax impact of Item (1) ($4.1 million).
(3) - Includes (i) $49.0 million revenue recorded upon settlement of a dispute with a carrier; (ii) $5.9 million reimbursement of amounts upon a change in our satellite television arrangement,                    net of (iii) impact of severance and related costs due to workforce reduction ($2.2 million).
(4) - Includes (i) $49.0 million revenue recorded upon settlement of a dispute with a carrier; (ii) $1.9 million reimbursement of amounts upon a change in our satellite television arrangement                    and (iii) revenue impact of severance and related costs due to workforce reduction ($.5 million).
(5) - Includes after-tax gain on sale of non-core asset and the after-tax effect of Item (3).