##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C. 20549
  Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES AND EXCHANGE ACT OF 1934For the quarterly period ended
    November 30, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to    Commission file number 0-19603
  CENTENNIAL COMMUNICATIONS
    CORP.
 (Exact name of registrant as
    specified in its charter)
   Delaware

06-1242753(State or other jurisdiction
    of
    incorporation or organization)

(IRS Employer
    Identification No.)   3349 Route 138
    Wall, NJ 07719 (Address of principal
    executive offices,
 including zip code)
  (732) 556-2200
 (Registrants telephone
    number,
 including area code)
   þ o
  Rule 12b-2 o þ o
  Rule 12b-2 o þ




---



##### 



TABLE OF
    CONTENTS
  Part I 
    Financial InformationItem 1.


Financial
    Statements


2Item 2.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


26Item 3.


Quantitative and
    Qualitative Disclosures about Market Risk


42Item 4.


Controls and
    Procedures


43Part II 
    Other InformationItem 1.


Legal
    Proceedings


44Item 1A.


Risk
    Factors


44Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


44Item 3.


Defaults Upon
    Senior Securities


44Item 4.


Submission of
    Matters to a Vote of Security Holders


44Item 5.


Other
    Information


45Item 6.


Exhibits


45EX-4.1: STOCK PURCHASE AGREEMENTEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   1




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  ITEM 1.
    FINANCIAL
    STATEMENTS  CENTENNIAL
    COMMUNICATIONS CORP. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
    (Dollar amounts in thousands, except share data)
  November 30,


May 31,2006


2006ASSETSCURRENT ASSETS:Cash and cash equivalents

$
103,357


$
93,738Accounts receivable, less allowance
    for doubtful accounts of $6,627 and $5,440, respectively


91,025



88,143Inventory  phones and
    accessories, net


33,710



20,031Prepaid expenses and other current
    assets


26,727



28,774Assets held for sale


94,772



128,810Total Current Assets


349,591



359,496Property, plant and equipment, net


557,885



569,094Equity investments in wireless
    systems, net


2,284



1,952Debt issuance costs, less
    accumulated amortization of $25,928 and $21,618, respectively


47,528



51,812U.S. wireless licenses


398,778



383,858Puerto Rico wireless licenses


54,159



54,159Goodwill


4,187



4,187Cable facility, net


3,610



3,730Other assets, net


4,387



7,605TOTAL ASSETS

$
1,422,409


$
1,435,893LIABILITIES AND
    STOCKHOLDERS DEFICITCURRENT LIABILITIES:Accounts payable

$
26,519


$
25,855Accrued expenses and other current
    liabilities


196,566



183,771Payable to affiliates


125



125Liabilities held for sale


13,984



15,571Total Current Liabilities


237,194



225,322Long-term debt


2,140,337



2,135,053Deferred income taxes


121,601



122,952Other liabilities


15,376



14,195Minority interest in subsidiaries


3,671



3,230Commitments and contingencies (see
    Note 8)STOCKHOLDERS DEFICIT:Preferred stock, $0.01 par
    value per share, 10,000,000 shares authorized, no shares
    issued or outstanding






Common stock, $0.01 par value
    per share, 240,000,000 shares authorized; issued
    105,564,252 and 105,224,491 shares, respectively; and
    outstanding 105,493,749 and 105,153,988 shares, respectively


1,056



1,052Additional paid-in capital


10,661



4,211Accumulated deficit


(1,107,271
)


(1,071,760
)Accumulated other comprehensive
    income


861



2,715(1,094,693
)


(1,063,782
)Less: cost of 70,503 common shares
    in treasury


(1,077
)


(1,077
)Total Stockholders Deficit


(1,095,770
)


(1,064,859
)TOTAL LIABILITIES AND
    STOCKHOLDERS DEFICIT

$
1,422,409


$
1,435,893    2




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##### Table of Contents



CENTENNIAL
    COMMUNICATIONS CORP. AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 (Dollar amounts in thousands, except per share data)
  Three Months Ended


Six Months EndedNovember 30,


November 30,


November 30,


November 30,2006


2005


2006


2005Revenue:Service revenue

$
216,743


$
207,243


$
429,779


$
413,715Equipment sales


12,459



8,786



24,824



17,433229,202



216,029



454,603



431,148Costs and Expenses:Cost of services (exclusive of
    depreciation and amortization shown below)


43,499



40,920



86,741



79,900Cost of equipment sold


32,411



25,248



61,095



48,896Sales and marketing


24,115



24,019



46,793



46,272General and administrative


43,813



38,102



84,689



78,354Depreciation and amortization


32,695



28,528



64,913



58,078Loss on disposition of assets


88



473



293



388176,621



157,290



344,524



311,888Operating income


52,581



58,739



110,079



119,260Interest expense, net


(51,689
)


(34,489
)


(102,403
)


(68,492
)Income from continuing operations
    before income tax expense, minority interest in income of
    subsidiaries and income from equity investments


892



24,250



7,676



50,768Income tax benefit (expense)


48



(14,430
)


(7,033
)


(26,267
)Income from continuing operations
    before minority interest in income of subsidiaries and income
    from equity investments


940



9,820



643



24,501Minority interest in income of
    subsidiaries


(233
)


(227
)


(441
)


(439
)Income from equity investments


293



337



546



445Income from continuing operations


1,000



9,930



748



24,507Discontinued operations:(Loss) income


(1,464
)


(851
)


(2,829
)


147(Loss) gain on disposition


(31,995
)






(31,995
)


100Tax expense


(893
)


(836
)


(1,435
)


(1,836
)Net loss from discontinued
    operations


(34,352
)


(1,687
)


(36,259
)


(1,589
)Net (loss) income

$
(33,352
)

$
8,243


$
(35,511
)

$
22,918Earnings (loss) per share:BasicEarnings per share from continuing
    operations

$
0.01


$
0.10


$
0.01


$
0.24Loss per share from discontinued
    operations


(0.33
)


(0.02
)


(0.35
)


(0.02
)Net (loss) income per share

$
(0.32
)

$
0.08


$
(0.34
)

$
0.22DilutedEarnings per share from continuing
    operations

$
0.01


$
0.09


$
0.01


$
0.23Loss per share from discontinued
    operations


(0.32
)


(0.01
)


(0.34
)


(0.02
)Net (loss) income per share

$
(0.31
)

$
0.08


$
(0.33
)

$
0.21Weighted-average number of shares
    outstanding:Basic


105,408



104,435



105,309



104,271Diluted


107,512



107,083



107,363



106,979    3




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##### Table of Contents



CENTENNIAL
    COMMUNICATIONS CORP. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
    (Dollar amounts in thousands)
  Six Months EndedNovember 30,


November 30,2006


2005OPERATING ACTIVITIES:Net (loss) income

$
(35,511
)

$
22,918Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation and amortization


72,045



64,770Stock-based compensation


5,204



Excess tax benefits from
    stock-based compensation


(66
)


Minority interest in income of
    subsidiaries


441



439Income from equity investments


(546
)


(445
)Distributions received from equity
    investments


215



15Loss on disposition of assets


32,288



288Changes in assets and liabilities


(4,641
)


28,996Net cash provided by operating
    activities


69,429



116,981INVESTING ACTIVITIES:Proceeds from disposition of
    assets, net of cash expenses


583



9Acquisition of minority interest,
    net


(2,500
)


Payments for purchase of wireless
    spectrum


(14,920
)


Capital expenditures


(41,202
)


(65,736
)Net cash used in investing
    activities


(58,039
)


(65,727
)FINANCING ACTIVITIES:Repayment of debt


(889
)


(3,259
)Proceeds from the exercise of
    stock options


790



2,437Excess tax benefits from
    stock-based compensation


66



Proceeds from issuance of common
    stock under employee stock purchase plan


461



384Net cash provided by (used in)
    financing activities


428



(438
)Net increase in cash and cash
    equivalents


11,818



50,816Cash and cash equivalents,
    beginning of period


94,884



132,820Cash and cash equivalents, end of
    period

$
106,702


$
183,636SUPPLEMENTAL CASH FLOW DISCLOSURE:Cash paid during the period for:Interest

$
98,321


$
66,600Income taxes

$
3,321


$
3,837NON-CASH TRANSACTION:Fixed assets acquired under
    capital leases

$
4,791


$
3,705Acquisition of minority interest
    included in accrued expenses and other current liabilities

$
1,000


$
    4




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)
    (Dollar amounts in thousands, except per share
    amounts)
  NOTE 1.
    INTERIM
    FINANCIAL STATEMENTS  Form 10-K, Form 10-K,
  Income
    Taxes:
  Accounting for Income Taxes Interim Financial
    Reporting Accounting for Income Taxes in Interim
    Periods  An Interpretation of APB Opinion
    No. 28
     5




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 2.
    OTHER
    INTANGIBLE ASSETS AND GOODWILL  Other
    Intangible Assets
    As of


As ofNovember 30, 2006


May 31, 2006U.S. wireless licenses

$
398,778


$
383,858Puerto Rico wireless licenses


54,159



54,159Total

$
452,937


$
438,017     Goodwill and Other
    Intangible Assets
  Disclosures
    about Segments of an Enterprise and Related Information
     6




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Use of the Residual Method to Value Acquired Assets
    other than Goodwill. Business Combinations
      As of November 30, 2006


As of May 31, 2006Estimated


Gross





GrossUseful


Carrying


Accumulated


Carrying


AccumulatedLife


Amount


Amortization


Amount


AmortizationDominican Republic wireless license


20 years


$
20,000


$
6,167


$
20,000


$
5,667Transmission and connecting rights


25 years



2,192



1,582



2,192



1,527Total(1)





$
22,192


$
7,749


$
22,192


$
7,194Cable facility


25 years



6,000



2,390



6,000



2,270Total





$
6,000


$
2,390


$
6,000


$
2,270     (1)
    
    Amounts included in assets held for sale.    Goodwill
     7




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 3.
    DEBT    As of


As ofNovember 30, 2006


May 31, 2006Senior Secured Credit
    Facility  Term Loans

$
550,000


$
550,00081/8% Senior
    Unsecured Notes due 2014


325,000



325,000101/8% Senior
    Unsecured Notes due 2013


500,000



500,000Senior Unsecured Holdco Floating
    Rate Notes due 2013, net of unamortized discount of $3,032 and
    $3,280, respectively


346,968



346,72010% Senior Unsecured Holdco
    Fixed Rate Notes due 2013


200,000



200,000103/4% Senior
    Subordinated Notes due 2008


145,000



145,000Capital Lease Obligations


60,948



55,730Financing Obligation 
    Tower Sale


12,421



12,603Total Long-Term Debt


2,140,337



2,135,053Current Portion of Long-Term Debt






Net Long-Term Debt

$
2,140,337


$
2,135,053   Senior
    Secured Credit Facility
    3 4
    High-Yield
    Notes
   8




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1 8
  1 8
    Derivative
    Financial Instruments
           9




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        November 30, 2007

$
November 30, 2008


(484
)November 30, 2009


145,048November 30, 2010


275,164November 30, 2011


275,306November 30, 2012 and
    thereafter


1,448,3352,143,369Unamortized discount


(3,032
)$
2,140,337     NOTE 4.
    EMPLOYEE
    STOCK COMPENSATION  Share-Based Payment
  Accounting for
    Stock-Based Compensation
   10




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accounting for Stock-Based
    Compensation  Transition and Disclosures.
    Three Months Ended


Six Months EndedNovember 30, 2005


November 30, 2005Net income (loss):As reported

$
8,243


$
22,918Deduct: total stock based employee
    compensation determined under fair-value based method for all
    awards, net of related tax effects


(1,610
)


(3,104
)Pro forma

$
6,633


$
19,814Earnings per share:Basic:As reported

$
0.08


$
0.22Pro forma

$
0.06


$
0.19Diluted:As reported

$
0.08


$
0.21Pro forma

$
0.06


$
0.19   Assumptions:
    Three Months Ended


Six Months EndedNovember 30,


November 30,2006


2005


2006


2005Expected volatility


67.5%



74.3%



67.5%-69.5%



74.3%-77.9%Risk-free interest rate


4.5%



4.9%



4.5% - 4.8%



4.3% - 4.9%Expected lives of option grants


4.5 years



4 years



4.5 years



4 yearsExpected dividend yield


0.00%



0.00%



0.00%



0.00%  11




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    catch-up
  1999
    Stock Option Plan:
     12




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted AverageWeighted Average


Remaining Contractual


AggregateShares


Exercise Price


Term (In years)


Intrinsic ValueOutstanding at June 1, 2006


10,863


$
4.97Granted


149


$
5.41Exercised


(237
)

$
3.33Forfeited/cancelled


(166
)

$
6.25Outstanding at November 30,
    2006


10,609


$
4.99



5.24


$
2.09Options exercisable at
    November 30, 2006


6,313


$
4.04



4.72


$
2.85         Weighted AverageShares


Grant-Date Fair ValueNonvested at June 1, 2006


6,126


$
3.65Granted


104


$
3.11Vested


(1,824
)

$
2.85Forfeited


(111
)

$
4.02Nonvested at November 30, 2006


4,295


$
3.96     NOTE 5.
    DISCONTINUED
    OPERATIONS   13




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
    Three Months Ended


Six Months EndedNovember 30,


November 30,2006


2005


2006


2005Revenue

$
18,600


$
20,302


$
37,436


$
43,137(Loss) income from discontinued
    operations


(1,464
)


(851
)


(2,829
)


147Loss on disposition


(31,995
)






(31,995
)


Income tax expense


(893
)


(836
)


(1,435
)


(1,801
)Net loss from discontinued
    operations

$
(34,352
)

$
(1,687
)

$
(36,259
)

$
(1,654
)       Three Months Ended


Six Months EndedNovember 30,


November 30,2006


2005


2006


2005Revenue

$



$



$



$
Income from discontinued operations














Gain on disposition














100Income tax expense














(35
)Net income from discontinued
    operations

$



$



$



$
65   NOTE 6.
    RECENT
    ACCOUNTING PRONOUNCEMENTS  No. 06-1, Accounting for Consideration Given by a Service Provider to
    Manufacturers or Resellers of Equipment Necessary for an
    End-Customer to Receive Service from the Service Provider 06-1), 06-1 06-1 06-1 06-1
  Quantifying Financial Statement
    Misstatements
 14




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 06-3, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement 06-3), 06-3
  Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109
  Accounting Changes and Error Corrections  a
    Replacement of APB Opinion No. 20 and FASB Statement
    No. 3
  NOTE 7.
    ACQUISITIONS
    AND DISPOSITIONS          NOTE 8.
    COMMITMENTS
    AND CONTINGENCIES  Legal
    Proceedings:
   15




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Guarantees:
    Lease
    Commitments:
    Other
    Commitments and Contingencies:
   16




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 9.
    SEGMENT
    INFORMATION     17




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended


Six Months EndedNovember 30,


November 30,2006


2005


2006


2005U.S. WIRELESSService revenue

$
95,910


$
83,157


$
187,619


$
164,060Roaming revenue


16,993



21,465



36,315



42,690Equipment sales


8,611



6,335



18,001



12,033Total revenue


121,514



110,957



241,935



218,783Adjusted operating income


42,049



40,188



85,740



80,841Total assets


1,898,413



1,896,951



1,898,413



1,896,951Capital expenditures


11,142



16,073



16,545



25,624PUERTO RICO WIRELESSService revenue

$
73,613


$
76,223


$
146,711


$
154,065Roaming revenue


1,432



321



2,899



658Equipment sales


3,848



2,451



6,823



5,400Total revenue


78,893



78,995



156,433



160,123Adjusted operating income


28,249



32,042



59,862



66,118Total assets


314,277



415,383



314,277



415,383Capital expenditures


7,567



16,238



14,796



25,176PUERTO RICO BROADBANDSwitched revenue

$
13,601


$
12,618


$
27,436


$
25,227Dedicated revenue


15,353



13,522



29,805



26,960Other revenue


2,877



2,482



4,901



5,181Total revenue


31,831



28,622



62,142



57,368Adjusted operating income


17,937



15,510



34,786



30,767Total assets


168,933



196,851



168,933



196,851Capital expenditures


4,749



3,789



8,492



10,582ELIMINATIONS/ADJUSTMENTSTotal revenue(1)

$
(3,036
)

$
(2,545
)

$
(5,907
)

$
(5,126
)Total assets(2)(3)


(959,214
)


(997,869
)


(959,214
)


(997,869
)CONSOLIDATEDTotal revenue

$
229,202


$
216,029


$
454,603


$
431,148Adjusted operating income


88,235



87,740



180,388



177,726Total assets


1,422,409



1,511,316



1,422,409



1,511,316Capital expenditures


23,458



36,100



39,833



61,382     (1)
    
    Elimination of intercompany revenue, primarily from Puerto Rico
    broadband to Puerto Rico wireless.(2)
    
    Elimination of intercompany investments.(3)
    
    Includes assets held for sale of $94,772 and $135,639 as of
    November 30, 2006 and November 30, 2005, respectively. 18




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended


Six Months EndedNovember 30,


November 30,2006


2005


2006


2005Adjusted operating income

$
88,235


$
87,740


$
180,388


$
177,726Depreciation and amortization


(32,695
)


(28,528
)


(64,913
)


(58,078
)Stock-based compensation expense


(2,869
)






(4,818
)


Strategic
    alternatives/recapitalization costs


(2
)






(285
)


Loss on disposition of assets


(88
)


(473
)


(293
)


(388
)Operating income


52,581



58,739



110,079



119,260Interest expense, net


(51,689
)


(34,489
)


(102,403
)


(68,492
)Income tax benefit (expense)


48



(14,430
)


(7,033
)


(26,267
)Minority interest in income of
    subsidiaries


(233
)


(227
)


(441
)


(439
)Income from equity investments


293



337



546



445Loss from discontinued operations


(34,352
)


(1,687
)


(36,259
)


(1,589
)Net (loss) income

$
(33,352
)

$
8,243


$
(35,511
)

$
22,918   NOTE 10.
    CONDENSED
    CONSOLIDATING FINANCIAL DATA   19




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET FINANCIAL DATA
    As of November 30, 2006
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
49,367


$



$
53,990


$



$



$
103,357Accounts receivable, net


45,267







45,758











91,025Inventory  phones and
    accessories, net


11,570







22,140











33,710Prepaid expenses and other current
    assets


5,593







21,134











26,727Assets held for sale










94,772











94,772Total current assets


111,797







237,794











349,591Property, plant &
    equipment, net


244,445







313,440











557,885Equity investments in wireless
    systems, net










2,284











2,284Debt issuance costs


16,417







31,111











47,528U.S. wireless licenses










398,778











398,778Puerto Rico wireless licenses, net










54,159











54,159Goodwill


4,187



















4,187Investment in subsidiaries






930,592



627,886



(767,047
)


(791,431
)


Other assets, net


6,536







1,461











7,997Total

$
383,382


$
930,592


$
1,666,913


$
(767,047
)

$
(791,431
)

$
1,422,409LIABILITIES AND
    STOCKHOLDERS (DEFICIT) EQUITYCurrent liabilities:Accounts payable

$
12,400


$



$
14,119


$



$



$
26,519Accrued expenses and other current
    liabilities


72,176







387,112







(262,722
)


196,566Payable to affiliates










125











125Liabilities held for sale










13,984











13,984Total current liabilities


84,576







415,340







(262,722
)


237,194Long-term debt


792,691



736,395



64,283



546,968







2,140,337Deferred income taxes


3,333







118,268











121,601Other liabilities


5,125







10,251











15,376Intercompany


20,298



941,783



977,863



(217,384
)


(1,722,560
)


Minority interest in subsidiaries










3,671











3,671Redeemable preferred stock


569,338















(569,338
)


Stockholders (deficit) equity:Common stock














1,056







1,056Additional paid-in capital


(818,497
)






818,497



10,661







10,661Accumulated (deficit) equity


(273,942
)


(747,987
)


(741,260
)


(1,107,271
)


1,763,189



(1,107,271
)Accumulated other comprehensive
    income


460



401















861(1,091,979
)


(747,586
)


77,237



(1,095,554
)


1,763,189



(1,094,693
)Less: treasury shares














(1,077
)






(1,077
)Total stockholders (deficit)
    equity


(1,091,979
)


(747,586
)


77,237



(1,096,631
)


1,763,189



(1,095,770
)Total

$
383,382


$
930,592


$
1,666,913


$
(767,047
)

$
(791,431
)

$
1,422,409  20




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
    For the Six Months Ended November 30, 2006
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)Revenue

$
200,974


$



$
255,746


$



$
(2,117
)

$
454,603Costs and expenses:Cost of services (exclusive of
    depreciation and amortization shown below)


36,189







51,902







(1,350
)


86,741Cost of equipment sold


15,611







45,484











61,095Sales and marketing


19,572







27,221











46,793General and administrative


43,599







41,857







(767
)


84,689Depreciation and amortization


33,242







31,671











64,913Loss (gain) on disposition of assets


798







(505
)










293149,011







197,630







(2,117
)


344,524Operating income


51,963







58,116











110,079(Loss) income from investments in
    subsidiaries






(35,511
)


(13,685
)


(35,511
)


84,707



Interest expense, net


(51,458
)


(34,651
)


31,956



(29,650
)


(18,600
)


(102,403
)Other (expense) income


(1,123
)






1,123











Intercompany interest allocation






34,651



(82,901
)


29,650



18,600



(Loss) income from continuing
    operations before income tax expense, minority interest in
    income of subsidiaries and income from equity investments


(618
)


(35,511
)


(5,391
)


(35,511
)


84,707



7,676Income tax (expense) benefit


(13,067
)






6,034











(7,033
)(Loss) income from continuing
    operations before minority interest in income of subsidiaries
    and income from equity investments


(13,685
)


(35,511
)


643



(35,511
)


84,707



643Minority interest in income of
    subsidiaries










(441
)










(441
)Income from equity investments










546











546Loss (income) from continuing
    operations


(13,685
)


(35,511
)


748



(35,511
)


84,707



748Loss from discontinued operations










(36,259
)










(36,259
)Net (loss) income

$
(13,685
)

$
(35,511
)

$
(35,511
)

$
(35,511
)

$
84,707


$
(35,511
)  21




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
    For the Six Months Ended November 30, 2006
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)OPERATING ACTIVITIES:Net (loss) income


(13,685
)


(35,511
)


(35,511
)


(35,511
)


84,707



(35,511
)Adjustments to reconcile net (loss)
    income to net cash provided by (used in) operating activities:Depreciation and amortization


33,242







38,803











72,045Stock-based compensation expense


2,479







2,725











5,204Excess tax benefit from stock-based
    compensation










(66
)










(66
)Minority interest in income of
    subsidiaries










441











441Income from equity investments










(546
)










(546
)Equity in undistributed (loss)
    earnings of subsidiaries






(35,511
)


(13,685
)


(35,511
)


84,707



Distribution received from equity
    investment










215











215Loss on disposition of assets


798







31,490











32,288Changes in assets and liabilities,
    net of effects of acquisitions and dispositions and other


30,612



71,052



(20,316
)


63,069



(149,058
)


(4,641
)NET CASH PROVIDED BY (USED IN)
    OPERATING ACTIVITIES


53,446



30



3,550



(7,953
)


20,356



69,429INVESTING ACTIVITIES:Proceeds from disposition of
    assets, net of cash expenses






582



1











583Acquisition of minority interest,
    net










(2,500
)










(2,500
)Payments for purchase of wireless
    spectrum










(14,920
)










(14,920
)Capital expenditures


(21,020
)






(20,182
)










(41,202
)NET CASH (USED IN) PROVIDED BY
    INVESTING ACTIVITIES


(21,020
)


582



(37,601
)










(58,039
)FINANCING ACTIVITIES:Repayment of debt










(889
)










(889
)Proceeds from the exercise of
    employee stock options














790







790Excess tax benefit from stock-based
    compensation










66











66Proceeds from issuance of common
    stock under employee stock purchase plan














461







461Cash received from (paid to)
    affiliates


(9,188
)


(612
)


23,454



6,702



(20,356
)


NET CASH (USED IN) PROVIDED BY
    FINANCING ACTIVITIES


(9,188
)


(612
)


22,631



7,953



(20,356
)


428NET INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS


23,238







(11,420
)










11,818CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD


26,129







68,755











94,884CASH AND CASH EQUIVALENTS, END OF
    PERIOD


49,367







57,335











106,702  22




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET FINANCIAL DATA
    As of May 31, 2006
    (Amounts in thousands)
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


SubsidiariesASSETSCurrent assets:Cash and cash equivalents

$
26,129


$



$
67,609


$



$



$
93,738Accounts receivable, net


41,835







46,308











88,143Inventory  phones and
    accessories, net


9,185







10,846











20,031Prepaid expenses and other current
    assets


7,200







21,574











28,774Assets held for sale










128,810











128,810Total current assets


84,349







275,147











359,496Property, plant &
    equipment, net


248,929







320,165











569,094Equity investments in wireless
    systems, net










1,952











1,952Debt issuance costs


17,798







34,014











51,812U.S. wireless licenses










383,858











383,858Puerto Rico wireless licenses, net










54,159











54,159Goodwill


4,187



















4,187Investment in subsidiaries






966,103



641,571



(731,536
)


(876,138
)


Other assets, net


9,218







2,117











11,335Total

$
364,481


$
966,103


$
1,712,983


$
(731,536
)

$
(876,138
)

$
1,435,893LIABILITIES AND
    STOCKHOLDERS (DEFICIT)
    EQUITYCurrent liabilities:Accounts payable

$
13,584


$



$
12,271


$



$



$
25,855Accrued expenses and other current
    liabilities


59,972







384,765







(260,966
)


183,771Payable to affiliates










125











125Liabilities held for sale










15,571











15,571Total current liabilities


73,556







412,732







(260,966
)


225,322Long-term debt


792,025



736,395



59,913



546,720







2,135,053Deferred income taxes


9,295







113,657











122,952Other liabilities


4,809







9,386











14,195Intercompany


11,110



941,171



1,001,317



(210,682
)


(1,742,916
)


Minority interest in subsidiaries










3,230











3,230Redeemable preferred stock


550,738















(550,738
)


Stockholders (deficit) equity:Common stock














1,052







1,052Additional paid-in capital


(818,497
)






818,497



4,211







4,211Accumulated (deficit) equity


(260,257
)


(712,476
)


(705,749
)


(1,071,760
)


1,678,482



(1,071,760
)Accumulated other comprehensive loss


1,702



1,013















2,715(1,077,052
)


(711,463
)


112,748



(1,066,497
)


1,678,482



(1,063,782
)Less: treasury shares














(1,077
)






(1,077
)Total stockholders (deficit)
    equity


(1,077,052
)


(711,463
)


112,748



(1,067,574
)


1,678,482



(1,064,859
)Total

$
364,481


$
966,103


$
1,712,983


$
(731,536
)

$
(876,138
)

$
1,435,893  23




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
    For the Six Months Ended November 30, 2005
    (Amounts in thousands)
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)Revenue

$
200,720


$



$
232,908


$



$
(2,480
)

$
431,148Costs and expenses:Cost of services (exclusive of
    depreciation and amortization shown below)


34,591







47,265







(1,956
)


79,900Cost of equipment sold


13,934







34,962











48,896Sales and marketing


17,875







28,397











46,272General and administrative


42,660







36,218







(524
)


78,354Depreciation and amortization


30,228







27,850











58,078Loss (gain) on disposition of assets


565







(177
)










388139,853







174,515







(2,480
)


311,888Operating income


60,867







58,393











119,260Income (loss) from investments in
    subsidiaries






22,918



(1,943
)


22,918



(43,893
)


Interest expense, net


(51,871
)


(68,480
)


51,859











(68,492
)Other (expense) income


(836
)






836











Intercompany interest allocation






68,480



(68,480
)










Income (loss) from continuing
    operations before income tax expense and minority interest in
    income of subsidiaries and income from equity investments


8,160



22,918



40,665



22,918



(43,893
)


50,768Income tax expense


(10,103
)






(16,164
)










(26,267
)(Loss) income from continuing
    operations before minority interest in income of subsidiaries
    and income from equity investments


(1,943
)


22,918



24,501



22,918



(43,893
)


24,501Minority interest in income of
    subsidiaries










(439
)










(439
)Income from equity investments










445











445(Loss) income from continuing
    operations


(1,943
)


22,918



24,507



22,918



(43,893
)


24,507Loss from discontinued operations










(1,589
)










(1,589
)Net (loss) income

$
(1,943
)

$
22,918


$
22,918


$
22,918


$
(43,893
)

$
22,918  24




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
    For the Six Months Ended November 30, 2005
    (Amounts in thousands)
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)OPERATING ACTIVITIES:Net (loss) income

$
(1,943
)

$
22,918


$
22,918


$
22,918


$
(43,893
)

$
22,918Adjustments to reconcile net (loss)
    income to net cash provided by (used in) operating activities:Depreciation and amortization


30,228







34,542











64,770Minority interest in loss of
    subsidiaries










439











439Income from equity investments










(445
)










(445
)Equity in undistributed earnings of
    subsidiaries






(22,918
)


1,943



(22,918
)


43,893



Distributions received from equity
    investments










15











15Loss (gain) on disposition of assets


565







(277
)










288Changes in assets and liabilities,
    net of effects of acquisitions and dispositions and other


39,487



(165,102
)


150,995



25,734



(22,118
)


28,996NET CASH PROVIDED BY (USED IN)
    OPERATING ACTIVITIES


68,337



(165,102
)


210,130



25,734



(22,118
)


116,981INVESTING ACTIVITIES:Proceeds from disposition of
    assets, net of cash expenses










9











9Capital expenditures


(34,659
)






(31,077
)










(65,736
)NET CASH USED IN INVESTING
    ACTIVITIES


(34,659
)






(31,068
)










(65,727
)FINANCING ACTIVITIES:Repayment of debt






(3,000
)


(259
)










(3,259
)Proceeds from the exercise of
    employee stock options














2,437







2,437Proceeds from issuance of common
    stock under employee stock purchase plan














384







384Cash received from (paid to)
    affiliates


13,774



168,102



(175,439
)


(28,555
)


22,118



NET CASH PROVIDED BY (USED IN)
    FINANCING ACTIVITIES


13,774



165,102



(175,698
)


(25,734
)


22,118



(438
)NET INCREASE IN CASH AND CASH
    EQUIVALENTS


47,452







3,364











50,816CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD


62,871







69,949











132,820CASH AND CASH EQUIVALENTS, END OF
    PERIOD

$
110,323


$



$
73,313


$



$



$
183,636   NOTE 11.
    SUBSEQUENT
    EVENTS     25




---



##### Table of Contents



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  EXECUTIVE
    OVERVIEW
  Company
    Overview
      Form 10-K Form 10-Q. Form 10-K.
  Managements
    Summary
           26




---



##### Table of Contents




    Gross postpaid and prepaid wireless additions
    Net gain (loss)  wireless subscribers
    ARPU
    Roaming revenue
    Penetration  wireless
    Postpaid churn  wireless
    Average monthly minutes of use per wireless subscriber
    Data revenue per average wireless subscriber
    Fiber route miles  Puerto Rico broadband
    Switched access lines  Puerto Rico broadband
    Dedicated access line equivalents  Puerto Rico
    broadband
    On-net
    buildings  Puerto Rico broadband
    Capital expenditures         27




---



##### Table of Contents



On-net on-net
    CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
   28




---



##### Table of Contents




    it requires us to make assumptions because information was not
    available at the time or it included matters that were highly
    uncertain at the time we were making the estimate, and
    changes in the estimate or different estimates that we could
    have selected may have had a material effect on our consolidated
    financial condition or consolidated results of operations.  Allowance
    for Doubtful Accounts
    Property,
    Plant and Equipment  Depreciation
    Valuation
    of Long-Lived Assets
    Goodwill
    and Wireless Licenses  Valuation of Goodwill and
    Indefinite-Lived Intangible Assets
  Goodwill and Other
    Intangible Assets Disclosures about Segments of
    an Enterprise and Related Information
 29




---



##### Table of Contents



Stock-Based
    Compensation
  Share-Based Payment
      Income
    Taxes
  Accounting for Income Taxes
     30




---



##### Table of Contents



RESULTS
    OF OPERATIONS
    Interim
    Financial Reporting Accounting for Income Taxes in
    Interim Periods  An Interpretation of APB Opinion
    No. 28
   31




---



##### Table of Contents



Consolidated
    Operations
  Three Months Ended








Six Months EndedNovember 30,








November 30,2006


2005


$ Change


% Change


2006


2005


$ Change


% Change(In thousands, except per share data)Operating income

$
52,581


$
58,739


$
(6,158
)


(10
)%

$
110,079


$
119,260


$
(9,181
)


(8
)%Income from continuing operations


1,000



9,930



(8,930
)


(90
)%


748



24,507



(23,759
)


(97
)%Earnings per share from continuing
    operations:... Basic


0.01



0.10



(0.09
)


(90
)%


0.01



0.24



(0.23
)


(96
)%Diluted


0.01



0.09



(0.08
)


(89
)%


0.01



0.23



(0.22
)


(96
)%   U.S. Wireless
    Operations
  Three Months Ended








Six Months EndedNovember 30,








November 30,2006


2005


$ Change


% Change


2006


2005


$ Change


% Change(In thousands)Revenue:Service revenue

$
95,910


$
83,157


$
12,753



15
%

$
187,619


$
164,060


$
23,559



14
%Roaming revenue


16,993



21,465



(4,472
)


(21
)


36,315



42,690



(6,375
)


(15
)Equipment sales


8,611



6,335



2,276



36



18,001



12,033



5,968



50Total revenue


121,514



110,957



10,557



10



241,935



218,783



23,152



11Costs and expenses:Cost of services


26,541



24,766



1,775



7



52,873



47,650



5,223



11Cost of equipment sold


20,455



13,691



6,764



49



39,470



28,273



11,197



40Sales and marketing


13,572



15,386



(1,814
)


(12
)


26,792



27,991



(1,199
)


(4
)General and administrative


18,897



16,926



1,971



12



37,060



34,028



3,032



9Total costs and expenses


79,465



70,769



8,696



12



156,195



137,942



18,253



13Adjusted operating income(1)

$
42,049


$
40,188


$
1,861



5
%

$
85,740


$
80,841


$
4,899



6
%     (1)
    
    Adjusted operating income represents the profitability measure
    of the segment  see Note 9 to the unaudited
    condensed consolidated financial statements for a reconciliation
    of consolidated adjusted operating income to the appropriate
    GAAP measure.  Revenue.
    New When You Want It
   32




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##### Table of Contents



Costs and expenses.
        Puerto
    Rico Wireless Operations
  Three Months Ended








Six Months EndedNovember 30,








November 30,2006


2005


$ Change


% Change


2006


2005


$ Change


% Change(In thousands)Revenue:Service revenue

$
73,613


$
76,223


$
(2,610
)


(3
)%

$
146,711


$
154,065


$
(7,354
)


(5
)%Roaming revenue


1,432



321



1,111




*


2,899



658



2,241



*Equipment sales


3,848



2,451



1,397



57



6,823



5,400



1,423



26Total revenue


78,893



78,995



(102
)


0



156,433



160,123



(3,690
)


(2
)Costs and expenses:Cost of services


12,401



11,174



1,227



11



24,820



22,600



2,220



10Cost of equipment sold


11,902



11,397



505



4



21,522



20,322



1,200



6Sales and marketing


8,505



7,005



1,500



21



16,235



15,038



1,197



8General and administrative


17,836



17,377



459



3



33,994



36,045



(2,051
)


(6
)Total costs and expenses


50,644



46,953



3,691



8



96,571



94,005



2,566



3Adjusted operating income(1)

$
28,249


$
32,042


$
(3,793
)


(12
)%

$
59,862


$
66,118


$
(6,256
)


(9
)%  33




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##### Table of Contents



*
    
    Percentage not meaningful(1)
    
    Adjusted operating income represents the profitability measure
    of the segment  see Note 9 to the unaudited
    condensed consolidated financial statements for a reconciliation
    of consolidated adjusted operating income to the appropriate
    GAAP measure.  Revenue.
            Costs and expenses.
    10-year
   34




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##### Table of Contents



Puerto
    Rico Broadband Operations
  Three Months Ended








Six Months EndedNovember 30,








November 30,2006


2005


$ Change


% Change


2006


2005


$ Change


% Change(In thousands)Revenue:Switched revenue

$
13,601


$
12,618


$
983



8
%

$
27,436


$
25,227


$
2,209



9
%Dedicated revenue


15,353



13,522



1,831



14



29,805



26,960



2,845



11Other revenue


2,877



2,482



395



16



4,901



5,181



(280
)


(5
)Total revenue


31,831



28,622



3,209



11



62,142



57,368



4,774



8Costs and expenses:Cost of services


7,224



7,368



(144
)


(2
)


14,201



14,466



(265
)


(2
)Cost of equipment sold


54



160



(106
)


(66
)


103



301



(198
)


(66
)Sales and marketing


1,716



1,628



88



5



3,285



3,243



42



1General and administrative


4,900



3,956



944



24



9,767



8,591



1,176



14Total costs and expenses


13,894



13,112



782



6



27,356



26,601



755



3Adjusted operating income(1)

$
17,937


$
15,510


$
2,427



16
%

$
34,786


$
30,767


$
4,019



13
%     (1)
    
    Adjusted operating income represents the profitability measure
    of the segment  see Note 9 to the unaudited
    condensed consolidated financial statements for a reconciliation
    of consolidated adjusted operating income to the appropriate
    GAAP measure.  Revenue.
        Costs and expenses.
   35




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
  Weighted
    Average Debt Outstanding and Interest Expense
  Three Months Ended





Six Months EndedNovember 30,





November 30,2006


2005


Change


2006


2005


Change(In millions)Weighted Average Debt Outstanding

$
2,138.3


$
1,618.6


$
519.7


$
2,136.8


$
1,618.7


$
518.1Weighted Average Gross Interest
    Rate(1)


9.9
%


8.8
%


1.1
%


9.8
%


8.7
%


1.1
%Weighted Average Gross Interest
    Rate(2)


9.4
%


8.4
%


1.0
%


9.3
%


8.3
%


1.0
%Gross Interest Expense(1)

$
52.677


$
35.800


$
16.877


$
104.430


$
70.654


$
33.776Interest Income

$
0.988


$
1.311


$
(0.323
)

$
2.027


$
2.162


$
(0.135
)Net Interest Expense

$
51.689


$
34.489


$
17.200


$
102.403


$
68.492


$
33.911     (1)
    
    Including amortization of debt issuance costs of
    $2.3 million and $4.6 million for the three and six
    months ended November 30, 2006, respectively and
    $1.6 million and $3.3 million for the three and six
    months ended November 30, 2005, respectively.(2)
    
    Excluding amortization of debt issuance costs of
    $2.3 million and $4.6 million for the three and six
    months ended November 30, 2006, respectively and
    $1.6 million and $3.3 million for the three and six
    months ended November 30, 2005, respectively.      Senior
    Secured Credit Facility
    3 4
   36




---



##### Table of Contents



High-Yield
    Notes
    1 8
  1 8
    Derivative
    Financial Instruments
         37




---



##### Table of Contents



Three Months Ended


% of Total Capital


Six Months Ended


% of Total CapitalNovember 30, 2006


Expenditures


November 30, 2006


Expenditures(Amounts in thousands)U.S. wireless

$
11,142



47.5
%

$
16,545



41.5
%Puerto Rico wireless


7,567



32.3



14,796



37.2Puerto Rico broadband


4,749



20.2



8,492



21.3Total capital expenditures

$
23,458



100.0
%

$
39,833



100.0
%Capitalized phones in Puerto Rico
    (included above in Puerto Rico wireless)

$
4,801






$
9,601Property, plant and equipment, net
    at November 30, 2006

$
557,885






$
557,885        38




---



##### Table of Contents



ACQUISITIONS
    AND DISPOSITIONS
            COMMITMENTS
    AND CONTINGENCIES
   39




---



##### Table of Contents



Less ThanContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


After 5 Years(Amounts in thousands)Long-term debt obligations

$
2,140,337


$



$
144,564


$
550,470


$
1,445,303Operating leases obligations


262,254



28,684



51,800



37,895



143,875Purchase obligations


49,466



5,708



21,450



22,308



Total contractual cash obligations


2,452,057



34,392



217,814



610,673



1,589,178Sublessor agreements(1)


(3,098
)


(1,121
)


(1,391
)


(570
)


(16
)Net

$
2,448,959


$
33,271


$
216,423


$
610,103


$
1,589,162     (1)
    
    Represents our commitments associated with our sublessor
    agreements as of May 31, 2006.  SUBSEQUENT
    EVENTS
     40




---



##### Table of Contents



CAUTIONARY
    STATEMENT FOR PURPOSES OF THE SAFE HARBOR
  PROVISIONS
    OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
    1995
      
    the effects of vigorous competition in our markets, which may
    make it difficult for us to attract and retain customers and to
    grow our customer base and revenue and which may increase churn,
    which could reduce our revenue and increase our costs;
    the fact that many of our competitors are larger than we are,
    have greater financial resources than we do, are less leveraged
    than we are, have more extensive coverage areas than we do, and
    may offer less expensive and more technologically advanced
    products and services than we do;
    changes and developments in technology, including our ability to
    upgrade our networks to remain competitive and our ability to
    anticipate and react to frequent and significant technological
    changes which may render certain technologies used by us
    obsolete;
    our substantial debt obligations, including restrictive
    covenants, which place limitations on how we conduct business;
    our ability to attract subscribers in our newly launched markets
    in Grand Rapids and Lansing, Michigan;
    market prices for the products and services we offer may
    continue to decline in the future;
    the effect of changes in the level of support provided to us by
    the Universal Service Fund, or USF;
    the effects of consolidation in the telecommunications industry;
    general economic, business, political and social conditions in
    the areas in which we operate, including the effects of world
    events, terrorism, hurricanes, tornadoes, wind storms and other
    natural disasters;
    our access to the latest technology handsets in a timeframe and
    at a cost similar to our competitors;
    the effect on our business of wireless local number portability,
    which allows customers to keep their wireless phone numbers when
    switching between service providers;
    our ability to successfully deploy and deliver wireless data
    services to our customers, including next generation 3G
    technology;
    our ability to generate cash and the availability and cost of
    additional capital to fund our operations and our significant
    planned capital expenditures, including the need to refinance or
    amend existing indebtedness;
    our dependence on roaming agreements for a significant portion
    of our wireless revenue and the expected decline in roaming
    revenue over the long term;
    our dependence on roaming agreements for our ability to offer
    our wireless customers competitively priced regional and
    nationwide rate plans that include areas for which we do not own
    wireless licenses;
    our ability to attract and retain qualified personnel; 41




---



##### Table of Contents




    the effects of governmental regulation of the telecommunications
    industry;
    fluctuations in currency values related to our Dominican
    Republic operations;
    our ability to acquire, and the cost of acquiring, additional
    spectrum in our markets to support growth and advanced
    technologies;
    our ability to manage, implement and monitor billing and
    operational support systems;
    the results of litigation filed or which may be filed against
    us, including litigation relating to wireless billing, using
    wireless telephones while operating an automobile or possible
    health effects of radio frequency transmission;
    the relative liquidity and corresponding volatility of our
    common stock and our ability to raise future equity
    capital; and
    the control of us retained by our majority stockholders and
    anti-takeover provisions.  Form 10-K
  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     42




---



##### Table of Contents



Fiscal Year Ended November 30,2007


2008


2009


2010


2011


Thereafter


Total


Fair Value(In thousands)Long-term debt:Fixed rate

$



$
(484
)

$
145,048


$
164


$
306


$
1,098,335


$
1,243,369


$
1,291,808Average fixed Interest rate


0.0
%


10.0
%


10.8
%


10.0
%


10.0
%


9.5
%


9.6
%


Variable rate

$



$



$



$
275,000


$
275,000


$
350,000


$
900,000


$
915,750Average variable Interest rate(1)


4.7
%


4.7
%


4.8
%


4.9
%


5.1
%


5.2
%


5.1
%


Interest rate swap (pay fixed,
    receive variable):Notional amount

$
450,000


$
450,000






















$
1,753Average pay rate


6.85
%


7.25
%Average receive rate


6.94
%


6.94
%Interest rate collar:Notional amount

$
60,500


























$
(122
)Cap


5.50
%Floor


4.66
%     (1)
    
    Represents the average interest rate before applicable margin on
    the Senior Secured Credit Facility debt and the 2013 Holdco
    Floating Rate Notes.    ITEM 4.
    CONTROLS
    AND PROCEDURES  Rules 13a-15(e) 15d-15(e)
   43




---



##### Table of Contents



PART II 
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS        ITEM 1A.
    RISK
    FACTORS  Form 10-K Form 10-K
  ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS    ITEM 3.
    DEFAULTS
    UPON SENIOR SECURITIES    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   44




---



##### Table of Contents



Number of VotesDirectors

For


WithholdAnthony J. de Nicola


96,806,492



3,547,874James R. Matthews


96,948,923



3,405,443Thomas E. McInerney


96,807,160



3,547,206James P. Pellow


99,352,067



1,002,299Raymond A. Ranelli


99,351,845



1,002,521Robert D. Reid


99,126,798



1,227,568Scott N. Schneider


98,633,095



1,721,271Michael J. Small


96,233,724



4,120,642J. Stephen Vanderwoude


99,352,067



1,002,299     For


Against


Abstain85,663,025



9,309,853



7,043     For


Against


Abstain100,338,956



9,451



5,959   ITEM 5.
    OTHER
    INFORMATION    ITEM 6.
    EXHIBITS    ExhibitNo.

Description4
.1

Stock Purchase Agreement by and
    between Centennial Dominican Republic Holding Corp. and Trilogy
    International Dominican Republic LLC, dated as of
    November 21, 2006.31
.1

Certification of Michael J. Small,
    Chief Executive Officer, pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.31
.2

Certification of Thomas J.
    Fitzpatrick, Chief Financial Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of Michael J. Small,
    Chief Executive Officer, pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.32
.2

Certification of Thomas J.
    Fitzpatrick, Chief Financial Officer, pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.  45




---



##### Table of Contents



SIGNATURES
        Thomas
    J. Fitzpatrick
        Francis
    P. Hunt
      46