WORLDCOM INC/GA//
425, 2000-11-06
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                                        Filed by WorldCom, Inc.
                          Pursuant to Rule 425 under the Securities Act of 1933
                                       and deemed filed pursuant to Rule 14a-12
                                      under the Securities Exchange Act of 1934

                                               Subject Company:  WorldCom, Inc.
                                                    Commission File No. 0-11258

                                                               November 3, 2000

The following transcript contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements concerning future operating performance, share of
new and existing markets, and revenue and earnings growth rates. Such
forward-looking statements, which are not a guarantee of performance, are
subject to a number of uncertainties and other factors, that could cause actual
results to differ materially from such statements, including vigorous
competition; the ability to establish a significant market presence in new
geographic service markets, and the success and market acceptance of new
products and services. For a more detailed description of the factors that
could cause such a difference, please see WorldCom, Inc.'s filings with the
Securities and Exchange Commission. The Company disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

We urge investors and security holders to read WorldCom, Inc.'s Registration
Statement on Form S-4, including the prospectus and proxy statement, when they
become available, because they will contain important information.  When these
and other documents relating to the transaction are filed with the U.S.
Securities and Exchange Commission, they may be obtained without charge from
the SEC's website at http://www.sec.gov.  Holders of WorldCom, Inc. stock may
also obtain each of these documents (when they become available) for free by
directing your request to WorldCom, Inc., c/o Investor Relations Department,
500 Clinton Center Drive, Clinton, Mississippi 39056.  This communication shall
not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of securities in any state in which the offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act.

WorldCom, Inc. and certain other persons referred to below may be deemed to be
participants in the solicitation of proxies of shareholders to adopt the
proposals which will be set forth in the proxy statement contained in WorldCom
Inc.'s Registration Statement on Form S-4.  The participants in this
solicitation may include the directors and executive officers of WorldCom,
Inc., who may have an interest in the transaction including as a result of
holding shares of common stock and/or options to acquire the same. A detailed
list of the names and interests of WorldCom Inc.'s directors and executive
officers is contained in the Company's proxy statement for its 2000 annual
meeting, which may be obtained without charge at the SEC's Internet Website
at http://www.sec.gov.

             THE FOLLOWING IS A PRESS CALL TRANSCRIPT ISSUED BY
                     WORLDCOM, INC. ON NOVEMBER 1, 2000

WORLDCOM

November 1, 2000
8:00 a.m. CST


Scott Hamilton                    Good morning.  Thank you for joining us
                                  today.  My name is Scott Hamilton, and I'm
                                  the Vice President of Investor Relations
                                  for WorldCom.

                                  WorldCom would like to draw your attention
                                  to the cautionary statements and the
                                  forward-looking statements in your binders.
                                  Today's presentations will include
                                  forward-looking statements within the
                                  meaning of the Securities Act of 1933 as
                                  amended, including statements concerning
                                  future operating performance, share of new
                                  and existing markets, revenue and earnings
                                  growth rates.  Such forward-looking
                                  statements, which are not a guarantee of
                                  performance, are subject to a number of
                                  uncertainties and other factors that could
                                  cause actual results to differ materially.
                                  Such factors include vigorous competition,
                                  the ability to establish a significant
                                  market presence in new geographic service
                                  markets, and the success and market
                                  acceptance of new products and services.

                                  For a more detailed listing of these
                                  factors, please see WorldCom's filings with
                                  the Securities and Exchange Commission.
                                  The company disclaims any intention or
                                  obligation to update or advise any
                                  forward-looking statements, whether as a
                                  result of new information, future events,
                                  or otherwise.  In addition, we urge you to
                                  read our registration statement on form S-4
                                  including prospectus and proxy statements
                                  when they become available.  They will
                                  include important information.

                                  Please also note that WorldCom and certain
                                  other persons may be deemed to be
                                  participants in the solicitation of proxies
                                  of shareholders to adopt proposals, which
                                  will be set forth in the proxy statement

<PAGE>

                                  contained in WorldCom registration
                                  statement, S-4.

                                  With that, I'd now like to introduce
                                  WorldCom's President and CEO, Mr. Bernie
                                  Ebbers.

Bernie Ebbers                     Thank you, Scott, and thank you all for
                                  being here this morning.  Let me start by
                                  telling you that before we get on the
                                  script of what we're about here today,
                                  something that I feel pretty strongly
                                  about, and that is that we recognize as a
                                  company that we have let you as investors
                                  down.  I've let myself down.  And the
                                  management team of this company is not at
                                  all satisfied with where we are today.  We
                                  certainly don't look at this as the best
                                  day of our life.  By the same token, the
                                  focus of the rest of the meeting is going
                                  to be on why we think we can refocus our
                                  company and get back to where you expect us
                                  to be and, certainly, where my family
                                  expects us to be.

                                  I think about it, if I could just be
                                  personal for a moment, about an experience
                                  I had when I was about 16 years old.  I was
                                  a tall, skinny kid, six foot three and 130
                                  pounds.  I was trying to be the center on
                                  the basketball team.  I had just moved from
                                  a school in New Mexico that had 53 students
                                  in high school and I was one of six
                                  Anglo-Saxon kids, the rest were Native
                                  Americans, and the coach didn't speak
                                  English.  And I had just moved to a high
                                  school in Edmonton that had 4,000 students
                                  in grades 10, 11, and 12, and here this
                                  skinny kid was thinking that he was going
                                  to be a basketball player.

                                  The person that I was trying to compete
                                  with for the center position was a tight
                                  end on the football team.  He was every bit
                                  my height and actually a 100 pounds
                                  heavier.  The coach had a hard time making
                                  a decision one day.  This other kid wasn't

                                      -2-

<PAGE>

                                  really aggressive.  And in order to teach
                                  the other boy a lesson, the coach threw the
                                  ball and said, "We're going to have a
                                  contest today."  And he threw the ball out
                                  on the floor and he said, "Whoever comes up
                                  with the ball is the starter for the rest
                                  of the year."  Well, I came up with the
                                  ball.  And I feel just as strongly here
                                  today as I did then, that we are going to
                                  come up with the ball, and we are going to
                                  right this effort like we never have
                                  before.

                                  So let's get on with some of the things
                                  that we want to talk about today -- why
                                  we're here.  Well, we want to discuss two
                                  things.  First, we want to talk about the
                                  formation of two operating companies.
                                  Secondly, we want to give our best look at
                                  the fourth quarter and 2001, so that you
                                  have as complete a picture as we can give
                                  you.

                                  Recognizing that, we have to recognize some
                                  things that I think are characteristic of
                                  WorldCom.  First, we have accumulated a lot
                                  of different assets through this
                                  acquisition phase that we've been in.  And,
                                  my fault, some of these assets should have
                                  probably been disposed earlier, but we
                                  didn't.  And now we have to look at what
                                  are the characteristics of some of these
                                  assets, given the new environment that
                                  we're in going forward.

                                  The characteristics of some of these
                                  assets, the changes are permanent.  I don't
                                  think we can change that.  Technology has
                                  changed.  And we know that we're going to
                                  see voice go to IP over a period of time,
                                  at least to some degree, and at least as
                                  far as it represents Intranets for
                                  companies.

                                  And the fourth thing that we have to be
                                  aware of, with no question about it, and
                                  I'm not trying to make excuses in any way

                                      -3-

<PAGE>

                                  (I fought for the Telecom Act), the fact is
                                  that regulatory change has been very
                                  significant since 1996.  The intent of the
                                  Act was to create competition.  The
                                  implementation of the Act has been to
                                  refocus on the establishment of a monopoly.

                                  Several things have happened in the
                                  consumer end of the business, by and large,
                                  that have made it very difficult.  And
                                  we're not the only ones in this predicament
                                  that made it very difficult to look at a
                                  long-term growing consumer business.  We
                                  have the CALLS plan, the slamming
                                  characteristics, where we see more and more
                                  that the states are going to take over
                                  jurisdiction of slamming complaints (and
                                  you can imagine what every elected public
                                  service commissioner will do),
                                  de-tariffing, which will be a significant
                                  impact for us, local service, and then
                                  mergers that were actually allowed in some
                                  instances and rejected in others.  So
                                  -characteristics of this industry are
                                  changing permanently is the point of what
                                  I'm saying.

                                  So, WorldCom, Inc. has decided that we
                                  would form two business units, two
                                  operating units, that characterize these
                                  permanent things that have changed in our
                                  industry.  One will be known as MCI, and it
                                  will have in it consumer, dial-up Internet,
                                  wholesale, paging, and alternate channels.
                                  And alternate channels are really an
                                  accumulation of small pieces of business
                                  like agent business, pre-paid cards, and so
                                  on.  The other side of our business will be
                                  WorldCom, which will have in it data,
                                  dedicated Internet, international, our new
                                  generation d products that we'll be coming
                                  out with and business focuses, and business
                                  voice.  The structure of this has enabled
                                  us to put over 66% of our voice business in
                                  the MCI unit and right around 30% of our
                                  voice business left in the WorldCom; that
                                  is by in large the piece of business that

                                      -4-

<PAGE>

                                  we'll be transitioning over a period of
                                  time, as a result of new technologies.

                                  Now why a tracking stock?  First of all,
                                  very important to us was the fact that we
                                  get time to close quickly.  We did look at
                                  the possibilities of a spin-off.  It's a
                                  much more extended process, it would not
                                  have been seamless to our customers.  It
                                  would not have had regulatory certainty,
                                  and this allows us an interim step to get
                                  ready for that if we choose to do it.
                                  Financial flexibility would have been lost.
                                  So we have decided that tracking stock is
                                  the right thing to do for now.

                                  One of the benefits of separation: first,
                                  clarity.  I think one of the things that
                                  you've been frustrated with and I've been
                                  frustrated with is the fact that we have
                                  not had the clarity and the predictability
                                  that we've needed where we could say with
                                  absolute certainty that we will be at "x"
                                  number for the next period of time, and we
                                  have now structured our business where
                                  we'll be able to do that, and we are
                                  absolutely confident of that.  We think
                                  because of that we have not created the
                                  shareholder value that we could, and we
                                  feel like we can focus management more
                                  appropriately in this new structure.

                                  The operating strategies really won't
                                  change.  We'll have an aggressive build-out
                                  of our data services.  We'll have
                                  leadership in Internet transport.  We'll be
                                  at the forefront of the IP implementation.
                                  We'll attack new markets, and you'll hear
                                  us talk about that today quite extensively,
                                  global expansion, as we have done in the
                                  past, and we'll protect the consumer market
                                  share.

                                  Now, just for a couple minutes, what are
                                  the characteristics of the MCI unit again?
                                  Consumer or mass markets, everything that
                                  goes along with that and wholesale

                                      -5-

<PAGE>

                                  services, mainly switched wholesale
                                  services.  There is a little bit of
                                  dedicated in there, but only because we've
                                  identified certain customers who we don't
                                  expect growth to occur in.  Dial-up
                                  Internet services, paging, and pre-paid;
                                  these will be optimized for cash.

                                  It will be a 100% stock dividend, one share
                                  of MCI for each 25 shares of WorldCom.
                                  It'll be a tax-free distribution.  And
                                  we'll pay $300 million dollars in annual
                                  dividends in June and December of each
                                  year.  This will be a cash focused
                                  business.  The revenue mix, as you can see,
                                  we'll have wholesale revenue in this unit
                                  of 20%; mass market and consumer, 54%;
                                  paging, 3%; alternate channels, 13%; and
                                  Internet dial, 10%.

                                  The financials for this business: Our
                                  revenue will be about $15.2 billion;
                                  EBITDA, $3.2 billion; and cash, $2 billion.
                                  Now, what will we do with the cash?  The $2
                                  billion cash will pay a $300 million
                                  dividend.  We will spend or allow
                                  approximately $500 million for capital
                                  expenditures, but we will only make capital
                                  expenditures if they increase cash flow; we
                                  will not focus on the growth of the
                                  business.  And that will then give us cash
                                  available for debt service; the debt
                                  attributed to this unit will be $6 billion.
                                  And the repayment of the debt, out of the
                                  cash flow, will be $1.2 billion per year.

                                  Now on the WorldCom side, the growth-engine
                                  that we're proposing: It'll have data in
                                  it, dedicated Internet, hosting, generation
                                  d products, wireless resale (which is
                                  growing very rapidly for us),
                                  international, business long distance, and
                                  business local voice.  And as it said on
                                  the slide, this will be a business focused
                                  on growth.



                                      -6-

<PAGE>

                                  Our WorldCom revenue mix will be 30% voice,
                                  32% data, 11% dedicated Internet and 27%
                                  international (what I'm trying to
                                  demonstrate in these slides is that voice
                                  is coming down significantly); 26% voice
                                  the next year in 2001, 33% data, 13%
                                  Internet and 28% international.  And then
                                  by the year 2004, we're down to 11% voice.
                                  My own opinion is that it may occur quicker
                                  than that, depending on how quickly the
                                  implementation of the transfer of voice
                                  over Intranets goes.  So we have reduced
                                  significantly our exposure that everyone
                                  has been concerned about to the switched
                                  voice business.

                                  Just a little bit about our major strategy,
                                  and I'm not going to run this horse into
                                  the ground because you're going to hear a
                                  lot about that today, and that is that our
                                  major strategy is to excel in the high-end,
                                  high-growth areas of the business.  We're
                                  not abandoning the things that got us here:
                                  data, Internet, and international.  But
                                  we're going to be a primary player in
                                  global VPN's, IP VPN's, web-hosting and
                                  related services, and Web customer service
                                  centers.  We think that - and Brian Brewer
                                  later will give you some statistics on that
                                  - in and of itself, gives us a tremendous
                                  amount of opportunity, and those enhanced
                                  opportunities are in none of our numbers
                                  going forward.

                                  The time line for this transaction is that
                                  we will have the S-4 registration
                                  statement, we hope, filed by the end of
                                  this year.  These are very conservative
                                  dates, by the way.  Special shareholder
                                  meeting first half of 2001 - don't quote me
                                  - but we really think that's going to be
                                  closer to the end of the first quarter.  We
                                  really don't control that.  That's an SEC
                                  issue.  Regulatory reviews, we do not
                                  expect any-one of the main drivers behind
                                  the structure of a tracker.  And then stock
                                  distribution would be soon after the

                                      -7-

<PAGE>

                                  shareholder meeting, but no later than the
                                  first half of this year.

                                  Now I would like to call on Scott Sullivan,
                                  who will take you through some of the more
                                  of the specific details, both about our
                                  current business and our revised business.

Scott Sullivan                    Thank you, Bernie, and good morning.
                                  Actually, this is a realistic morning, as
                                  Bernie mentioned.  Today I'll spend a few
                                  minutes on the tracker, and then I'm going
                                  to go through the financial profiles of the
                                  two businesses.  And then I'll focus on how
                                  the separation allows each unit to behave
                                  in the most rational, economic manner for
                                  their distinct businesses.

                                  Obviously, you've seen our press guidance.
                                  I'll talk about the issues surrounding
                                  guidance, how we got where we are, and why
                                  it's thorough.  And then on to the rest of
                                  the presenters, we'll describe where we're
                                  going and why we're comfortable with our
                                  new plan.

                                  Today we're announcing the formation of a
                                  separate MCI long distance tracking stock.
                                  It will be effected through a 100% stock
                                  dividend of the MCI business to WorldCom
                                  holders.  There will be no change in the
                                  number of shares of WorldCom, Inc., but at
                                  the time of the separation, it will start
                                  to track the digital business.  The last
                                  point is WorldCom will own no inter-company
                                  interest in MCI.

                                  Financial allocations under this model are
                                  straightforward and simple.  The metro
                                  network and the fiber network will be
                                  allocated to the WorldCom tracker.  MCI's
                                  allocation will include US long distance
                                  switches, call centers, and dial modems.
                                  Assets allocated to each group will
                                  dovetail with the customer group that these
                                  businesses serve.  The plan is not to have


                                      -8-

<PAGE>

                                  significant inter-group borrowings; if
                                  there are any they will be a market rate.

                                  And lastly, debt; all debt will be held at
                                  the WorldCom, Inc. level.  Interest
                                  allocated to the tracking units will be
                                  based on credit profiles, initially
                                  starting at $6 billion, will be the debt
                                  allocation to MCI, initially starting at an
                                  8.5% interest rate.  And the balance of the
                                  debt, $17 billion, to the WorldCom tracker.
                                  That represents roughly 1.25 % over our
                                  average borrowing rate to date at the
                                  WorldCom, Inc. level.

                                  MCI dividends will be paid quarterly.
                                  Voting rights are proportionate with the
                                  market cap of both stocks.  And if at a
                                  future date we decide to establish a
                                  subsidiary, or to spin, or sell any of
                                  these businesses, or the consumer business,
                                  the redemption feature give us maximum
                                  flexibility.

                                  This shows the relative size of our two
                                  businesses in terms of revenue and EBITDA
                                  before the new guidance.  I'll save you the
                                  calculation, but WorldCom margins before
                                  the new guidance is 41%.  EBITDA margin of
                                  41% for WorldCom is more like an RBOC that
                                  has high, single-digit revenue growth - too
                                  high for a company that we intend to grow
                                  in the mid-teens.

                                  The fact that we got to this level of
                                  margin is testimony to the depth and reach
                                  of our network in the midst of high margin
                                  Internet and On-Net data traffic.  But we
                                  are and we intend to continue spending at
                                  higher levels in the growth portions of the
                                  WorldCom business; and I'll get to that in
                                  a moment.

                                  This is a transparent separation, in terms
                                  of the businesses.  In terms of assets,
                                  customers, services, brands, consumer
                                  versus the corporate enterprise, the

                                      -9-

<PAGE>

                                  overlaps are few.   They're simple and
                                  they're beneficial.  They're efficient from
                                  a network prospective, taxes, overhead, and
                                  the debt allocation that I talked about.
                                  But we won't overlap at the customer point
                                  of sale.  And our brand methods will be
                                  clear.

                                  You'll hear more about MCI's strategy from
                                  Wayne Huyard later.  From my perspective
                                  it's simple; it's cash.  About paying
                                  dividends, deleveraging, later potential
                                  for share repurchase at the MCI level,
                                  supported by minimal investment.

                                  We look at the highlights of the MCI
                                  business: Let me show you about economic
                                  behavior at work.  Under the old model from
                                  1999 to 2000, long distance revenues grew
                                  modestly, due to the Five Cents Everday
                                  plan that we introduced in mid-1999.  But
                                  it came at a cost: lower EBITDA; and we're
                                  not going to do that anymore.  MCI will no
                                  longer be driven by top-line revenue
                                  growth.  We will make the appropriate
                                  decision to run the business for cash
                                  generation.  And the full impact of EBITDA
                                  decline is being felt in the fourth
                                  quarter.  In fact, the final price point
                                  set out under the old model drives the
                                  reduction in 2001 EBITDA.

                                  We're going to experience downward pressure
                                  in 2001 at the MCI level, due to the
                                  lingering effect of the rate reductions and
                                  decisions.  But we believe the new behavior
                                  of managing yield per unit will save a lot
                                  of the business in 2002.

                                  Even with the EBITDA decline in 2001, MCI
                                  will still have strong coverage ratios.  We
                                  expect them to stabilize in the 2002
                                  period, at seven times EBITDA to interest
                                  coverage in 2001, 1.6 times total debt to
                                  EBITDA coverage in 2001.  We would expect
                                  ratios within the area of six times


                                     -10-

<PAGE>

                                  coverage in 2002 and still being under two
                                  to one in the debt to EBITDA level in 2002.

                                  As I've said before, the whole reason for
                                  the separation is to focus both companies
                                  to behave rationally for their markets.
                                  Stand-alone WorldCom has 41% EBITDA.  To
                                  sustain mid-teens revenue growth, we need
                                  to be in the mid-30's EBITDA area to be
                                  able to spend and grow revenue.  Unlike MCI
                                  where value is driven by deleveraging and
                                  the dividends, at WorldCom the economic
                                  value is going to be driven by sustained
                                  top-line growth with reasonable margin and
                                  modest deleveraging over time.  Here's the
                                  rationale: WorldCom has unmatched global
                                  assets.  We intend to fully exploit that
                                  position by investing for growth, as
                                  opposed to milking an EBITDA margin that is
                                  equal to an RBOC.

                                  Credit ratios are strong, stable, and
                                  proven; they stack up against anyone in
                                  this sector.  The leverage and the
                                  coverages are stable.  In a growing
                                  capital-intensive business, at this level,
                                  you have to have a good balance sheet and
                                  WorldCom has the best balance sheet in the
                                  industry.  That's the plan.  We think that
                                  the separation is the best way to highlight
                                  the value of our separate businesses and
                                  focus our management on the right economic
                                  behavior.  It's the right thing to do.  And
                                  now I'm going to talk about our guidance.

                                  We expect our 2001 revenue growth to be in
                                  the 12% to 15% range at the WorldCom
                                  tracker level.  We'll start off the year at
                                  the lower end and be closer to the higher
                                  end of the range by the end of the year.
                                  Obviously, this is a lower growth than
                                  recent levels.  The reasons are
                                  self-evident.  Our voice business, while
                                  only 30% of the mix, isn't immune to
                                  pricing pressures seen by other carriers.
                                  That, combined with pricing pressure in
                                  some areas of private line data, masks what

                                     -11-

<PAGE>

                                  is a 25% to 30% rate of growth for packet
                                  data, Internet, and international.  Even
                                  with all that, we expect to grow a $26
                                  billion revenue base in 2001 at a long-term
                                  rate in the mid-teens.

                                  In order to have confidence in a mid-teen
                                  growth rate, we believe we have to
                                  recalibrate EBITDA margins to the mid-30's
                                  to have room to invest, room to grow,
                                  resetting the bar.  We think these are
                                  reasonable revenue growth rates with very
                                  reasonable EBITDA margin totals.  In fact,
                                  the EBITDA margins five years from now in
                                  these projections are conservatively lower
                                  than two years ago.  These are healthy,
                                  double-digit growth rates with reasonable
                                  EBITDA margins.

                                  We are resetting our expected growth
                                  target.  Year to date in 2000, WorldCom
                                  grew almost 20% year-over-year.  We believe
                                  voice will continue to face pressure, as
                                  there will be other areas as well.  But
                                  there is great potential in data and
                                  Internet, especially when combined with
                                  value-added services like hosting and IP
                                  VPN.  And John Sidgmore and Brian Brewer
                                  are going to talk about those areas today.


                                  This is our new guidance by business unit
                                  as previously outlined in our press release
                                  this morning.  The $2.40 cash EPS number on
                                  this slide is pro forma for Digex.  I'll
                                  also discuss how that matches up with First
                                  Call and the Intermedia/Digex adjustment on
                                  the next slide.

                                  There are three main drivers to our new
                                  guidance: The global economy and FX rates
                                  that are out of our control effecting
                                  Europe dramatically in the fourth quarter,
                                  and effecting Brazil in the fourth quarter
                                  at an accelerated pace.  We've had pressure
                                  all year long on Europe; more pressure in
                                  the fourth quarter, telecom industry

                                     -12-

<PAGE>

                                  environment, global enterprise pricing,
                                  consumer pricing and our additional
                                  spending to support growth initiatives.
                                  We're not going to slow down in that area.


                                  We're spending on generation d costs that
                                  comprise product marketing cost, customer
                                  care cost, information system cost, and
                                  product development, and that's
                                  approximately $0.10 in the fourth quarter.
                                  That number will be about $0.35 in the 2001
                                  period.  There's $0.02 of FX pricing impact
                                  in the fourth quarter.  We expect currently
                                  $0.05 of pricing for the 2001 period,
                                  although we can't predict that number.

                                  Global major account pricing is putting
                                  $0.04 of pressure on our fourth quarter and
                                  is expected to alleviate in the major
                                  accounts area by about the second quarter
                                  of next year.  There should be about $0.10
                                  of pressure for next year.

                                  At the MCI level, consumer and wholesale
                                  pricing is pressuring the fourth quarter by
                                  $0.06 a share.  That's made up of dial-up
                                  Internet pricing of $0.04, wholesale
                                  international outbound $0.01, and Five
                                  Cents Everyday mix of an additional $0.01
                                  makes up the six cents.  And then there's
                                  an issue that we have and that we'll
                                  address related to dial-up Internet traffic
                                  and the amount of off-net dial-up traffic
                                  that we have today on our network versus on
                                  net where we can drive cost efficiencies.

                                  The spending is what makes this different;
                                  this is how we attract and retain customers
                                  and grow at a mid-teen rate.  Also in the
                                  fourth quarter, we expect to incur costs
                                  associated with continuing MMDS dilution of
                                  approximately $0.02 a share, cash versus
                                  stock retention for employees of about
                                  $0.02 a share, and health and welfare
                                  benefits (more in cash versus stock) at
                                  about $0.02 a share.

                                     -13-

<PAGE>

                                  The new guidance is well thought out.  It's
                                  a realistic view of our fourth quarter and
                                  2001.  It reflects the state of the
                                  industry and the different economics of our
                                  businesses.  With or without the new
                                  guidance, the tracker is the right thing to
                                  do.

                                  WorldCom is well positioned to achieve
                                  because we have a strong balance sheet.  We
                                  have a great set of global assets to serve
                                  the corporate enterprises.  We have
                                  realistic guidance as a base to move
                                  forward.

                                  I'm going to turn it over to John Sidgmore,
                                  thank you.

John Sidgmore                     Hello, everybody, and good morning.  I
                                  normally talk about how exciting these
                                  times are for Internet companies, generally
                                  for Internet-centric communications
                                  companies and how much I love the Internet.
                                  And I guess I'm going to do a little bit of
                                  that, although I have to say this past year
                                  some of the excitement has been a little
                                  more fun than we can enjoy.

                                  I will say right up front, I want to put
                                  some perspective on what's happened in
                                  Internet stock prices, because I think it's
                                  confusing a lot of people, and I'll just
                                  give you the way we think about it.  I'm
                                  going to put that in perspective first and
                                  then talk about how we look at the Internet
                                  opportunity going forward now, because I
                                  think it has changed a little bit.  What
                                  hasn't changed is the way we look at the
                                  growth potential.  And what hasn't changed
                                  is the way we believe that we can lead this
                                  industry going forward.  So what has
                                  changed?

                                  Well, one of the things that has changed
                                  with the dot-com decline is, I think, the
                                  perception that a lot of people had, I
                                  guess, is that all things Internet would

                                     -14-

<PAGE>

                                  work, no matter what.  Now I don't know how
                                  we had this idea, but did we really believe
                                  that every single dot-com that was going to
                                  sell flowers or groceries or CD's on-line
                                  was going to be a huge success going up
                                  against main stream companies?

                                  At the end of the day, I think the right
                                  perspective is that this was a
                                  rationalization.  The stock market
                                  correction among Internet companies was a
                                  rationalization that will ultimately be
                                  healthy.  But I think without any question,
                                  the growth opportunity here continues a
                                  pace, and that's certainly the way we feel.
                                  I think at the end of the day, that's the
                                  way it will turn out.

                                  I do think that only a few winners will
                                  emerge in each sector.  And again, this
                                  should not be a surprise.  If you look back
                                  to the early days of the Internet,
                                  generally speaking, there was only one
                                  significant player, or maybe two, in each
                                  sector.  AOL was the dominant player in the
                                  ISP sector.  In fact its market cap equaled
                                  the market cap of all other ISP's combined.
                                  When UUNET went public, we had the same
                                  phenomenon there in Internet access.
                                  Netscape, same phenomenon there in Web
                                  browsers.  And for some reason, over the
                                  last couple of years, we've forgotten that.
                                  But at the end of the day, I think you're
                                  going to see a few quality winners emerge
                                  here.

                                  But I think that the important point is
                                  that the Internet revolution, the
                                  extraordinary explosion of technology,
                                  innovation, new ideas, new business models,
                                  continues.  And we are as committed to it
                                  or more than ever.  In fact, in a lot of
                                  ways, we're doubling-down our bet on the
                                  industry.  And why do I think the industry
                                  itself or this technology continues to
                                  remain a unique opportunity for us?  And of


                                     -15-

<PAGE>

                                  course, we believe, as you know, that we're
                                  uniquely positioned here.

                                  Well, there are two things about the
                                  Internet that make it different: one is it
                                  offers a tremendous reduction, potentially,
                                  in the cost structure of previous networks.
                                  There is no question about the fact that it
                                  is a different cost structure than the
                                  networks that came before it.  But that's
                                  not the big thing.  That's true with any
                                  new technology or any new industry.  The
                                  real difference maker about the Internet is
                                  the second point there.  It's the
                                  ubiquitous nature.  Because when you think
                                  about it, and this is what really derives
                                  e-commerce, for the first time in history a
                                  business can ubiquitously access all its
                                  customers, all its prospects, all its
                                  vendor's, all its partner's, all its
                                  employees, with a single network that's
                                  simple to use, that's low cost, that
                                  everyone potentially is connected to.

                                  For the first time in history, we've
                                  created a truly public Internet network;
                                  and that is the thing at the end of the
                                  day.  That is the thing that changes the
                                  business model.  In my opinion is that
                                  ubiquities access that makes a difference.
                                  That's what allows new companies like
                                  Amazon to explode into a very traditional
                                  industry (the book industry is one of the
                                  oldest industries on earth), create this
                                  gigantic national brand all of a sudden,
                                  with very little initial capital, with very
                                  little distribution capabilities.  That
                                  would have been unheard of before the
                                  Internet.  It would have been impossible to
                                  spend enough money to create that brand.
                                  It would have been impossible to create the
                                  distribution network required to distribute
                                  books around the country.  Internet changes
                                  that model because of the ubiquitous
                                  access.  And I think it's what ensures a
                                  growth on a continued basis of e-commerce.


                                     -16-

<PAGE>

                                  The chart you see here, this is a Forrester
                                  chart.  Forrester says that e-commerce,
                                  although it starts out relatively modestly
                                  now, by the year 2003 will deliver $1.3
                                  trillion in e-commerce revenue.  IDC says
                                  it's $1.7 trillion.  Giga says it's $4
                                  trillion.  So whichever analyst you pick
                                  here, it's going to be a gigantic number
                                  and even though it's had a slow start
                                  relative to the hype, I don't think too
                                  many people would argue that e-commerce is
                                  going to be a dominant driver of change for
                                  business over the next few years.

                                  Look at the way the impact might take place
                                  here: 2001, we're going to have a slow
                                  start, like I said.  Forrester says only 5%
                                  of business orders will be done on-line in
                                  2001.  But if you parachute forward to
                                  2004, if you believe the analysts,
                                  two-thirds of all orders will be done
                                  on-line over the Internet.  That, to me, is
                                  a dominant framework for change, and I
                                  don't believe it could have possibly
                                  existed without that.  IDC says 55%.  So
                                  whichever one you pick, again, it's going
                                  to be a huge number and somewhere in that
                                  range.

                                  Now, why is this happening?  Well, it's the
                                  savings at the end of the day, not the top
                                  line revenue growth that I believe will
                                  drive e-commerce from here.  If you look at
                                  that $1.3 trillion in revenue, Giga says
                                  there are $500 billion worth of cost
                                  structure reduction opportunities
                                  associated with that, with the use of the
                                  Internet for those orders.  So what I think
                                  is happening-and this is a bit of a change
                                  here, it's the cost structure opportunity
                                  that's going to drive this, not the top
                                  line.  And that cost structure opportunity
                                  is largely going to accrue to what I would
                                  consider to be mainstream traditional
                                  corporations.  And those efficiencies are
                                  going to drive it.  It's not the fact that


                                     -17-

<PAGE>

                                  you can sell books, CD's, flowers, or
                                  groceries over the Internet.

                                  A lot of it is going to come from what you
                                  might have considered to be the boring,
                                  corporate, traditional application of the
                                  past.  Every corporation that we talk to is
                                  desperately trying to enable their
                                  traditional databases and their traditional
                                  in-house applications onto the Web.  Why?
                                  Because they want to make that data
                                  available to their customers, so that their
                                  customers can order from them directly.  It
                                  reduces their costs; so that they can do
                                  customer service themselves.  One of the
                                  interesting things about all this, even
                                  though you reduce your costs substantially,
                                  you, generally speaking, have an
                                  opportunity to improve customer service at
                                  the same time.

                                  The fact of the matter is it's an awful lot
                                  cheaper to do business and transact things
                                  on-line than it is in the real world; it's
                                  much more efficient to sell over the
                                  Internet.  There's no question about it.
                                  Not true in all cases, or with all
                                  commodities, but it is almost always more
                                  efficient to sell.  It's currently more
                                  efficient to provide customer service.  And
                                  these are dramatic changes in cost
                                  structure here; dramatic changes, that are
                                  potentially available.

                                  And one of the most interesting things to
                                  me is, and I said this before but I want to
                                  repeat it, generally speaking, you get an
                                  opportunity, particularly with customer
                                  service on-line, not only to reduce your
                                  cost structure but to give your customer
                                  much more satisfaction.  A customer would
                                  rather sign on to a customer service
                                  database and get answers than wait on hold
                                  for three, four, or five minutes, which
                                  often happens today.  So I think that this
                                  is an interesting opportunity.  And I think
                                  one of the major points that you're going

                                     -18-

<PAGE>

                                  to hear from us today is that the growth
                                  opportunity in the Internet has really
                                  switched, from our point of view, from
                                  attacking cool, new dot-com's who are
                                  coming on to the scene, and it will be an
                                  important part of the growth, but I think
                                  the mainstream businesses are going to lead
                                  this chart and they're, generally speaking,
                                  going to be responsible for that $1.3
                                  trillion of business you see.  And that's
                                  why corporate hosting and value-added
                                  e-commerce services are so important to us
                                  right now.  Brian Brewer is going to talk
                                  much more in detail about that.  But that's
                                  why our strategy has shifted to a certain
                                  extent to make sure that we attack this
                                  huge opportunity in mainstream corporate
                                  America, here in America; and mainstream
                                  European business in Europe.

                                  I think that this is the story of 2001
                                  because I think that the GE's, the Exxon's,
                                  the General Motor's, and all the
                                  large-scale traditional companies we have
                                  are going to need a ton of help, and I
                                  think that we're probably in the best
                                  position to help them at the end of the
                                  day.  So, when you think about e-commerce,
                                  to finish up on this, I think e-commerce
                                  does offer the opportunity to level the
                                  playing field.  But when we used to talk
                                  about leveling the playing field what we
                                  really meant was, we leveled the playing
                                  field for small, new companies coming in
                                  because they had lower advertising costs
                                  than ever before.  Like Amazon jumped in
                                  and suddenly took on the book industry,
                                  because the playing field was leveled; they
                                  didn't need to half thousnds of stores.
                                  But leveling the playing the field cuts the
                                  other way too.  It can mean that it can
                                  make large businesses more agile; it gives
                                  them better information.  It makes them
                                  more intimate with their customers.  Those
                                  were advantages that used to accrue only to
                                  small companies.


                                     -19-

<PAGE>

                                  I think the point is, and I think this is
                                  what has happened over the last year,
                                  mainstream America, mainstream Europe,
                                  mainstream businesses have awakened to the
                                  fact that they can use this new medium to
                                  fight back and lower their cost structure
                                  dramatically.  And I think that is the big
                                  shift here that we see.  And it's clear
                                  that the Internet can be as important in
                                  cutting costs out of the supply chain as it
                                  can in raising top-line growth.  And I
                                  think that's what you're seeing here this
                                  year.

                                  Now, this is going to be a huge driver of
                                  growth, obviously.  What are some other
                                  drivers of growth?  I'm just going to hit
                                  these very quickly.  In the last 24 months,
                                  and you guys know this as well as we do,
                                  there really have only been two themes in
                                  communication.  One is wireless and the
                                  other is Internet.  And I think over the
                                  next couple of years you're going to see
                                  more of the same driven by a few things.

                                  First of all, you're going to see the
                                  continued deployment of broadband and,
                                  ultimately, that will bring video
                                  applications, which is going to bring a
                                  huge amount of new demand.  I'm going to
                                  talk more about that in a minute.  Wireless
                                  data and devices, obviously, are going to
                                  continue to explode and proliferate and as
                                  those devices get cheaper and cheaper,
                                  you're going to see more and more of them.
                                  They will just become, in effect,
                                  ubiquitous and they'll be communicating
                                  on-line in ways we don't understand yet.

                                  But there's one other one on the bottom
                                  that I want to talk about for a minute,
                                  which is voice.  Because I think this is
                                  going to be a huge driver of growth,
                                  ultimately.  And I'm not talking about
                                  consumer-to-consumer voice; I'm talking
                                  about voice browsers here.  I think the
                                  challenge for us over the next couple of

                                     -20-

<PAGE>

                                  years is to make the Internet a lot easier
                                  to use.  There is a myth that says
                                  everybody is connected to the Internet.  In
                                  reality today, hardly anybody is connected
                                  to the Internet by some measures.

                                  There was a study done about nine months
                                  ago that was trying to find out how many
                                  regular users of the Internet that there
                                  actually were.  And the way they define
                                  "regular," by the way, was that they went
                                  out and asked American families first how
                                  many of them signed on to the Internet more
                                  than three times per month; that was how
                                  they defined "regular."  Now, that's not
                                  regular for me or for you, but that's how
                                  they defined it.  And by that definition,
                                  only 26% of American families define
                                  themselves as regular users.  That means
                                  that in the US we have four to one headroom
                                  on new users coming on.

                                  It's worse everywhere else.  Fifteen
                                  percent of families in England say that
                                  they are regular users.  It's 8% in
                                  Germany, one of the world's great
                                  economies.  So we have an enormous
                                  opportunity here.

                                  One of the problems, again, is that I think
                                  that the Internet is still much too
                                  difficult to use.  An example: my
                                  97-year-old grandmother will never use the
                                  Internet.  Why?  Because she is not going
                                  to learn how to use a personal computer, go
                                  to the log-on process, figure out why the
                                  modem doesn't work, and go through all that
                                  stuff; it's just not going to happen.  But
                                  if she could walk over to the phone and
                                  bark some instructions into the phone, like
                                  she's done for 97 years, she might use the
                                  Internet.  And she might use it for real
                                  applications that would be important to
                                  businesses, like ordering travel tickets or
                                  whatever.



                                     -21-

<PAGE>

                                  You can't do that today.  But I believe
                                  that the technology for voice browsers is
                                  very close.  Six to twelve months from now
                                  this will be natural.  I don't want to go
                                  through the details of the technology, but
                                  the point of this is that by making the
                                  Internet easier to use, if we could make
                                  the Internet accessible by natural voice
                                  interaction, through voice recognition
                                  (which is really just about here), you'll
                                  see a huge influx of new users and new
                                  applications on the Internet.  Imagine
                                  truck drivers running around always
                                  connected to the Internet by a voice
                                  computer; this stuff is really happening.

                                  I talked about broadband access; everybody
                                  focuses on the near-term benefits.  You're
                                  going to see some of these benefits.
                                  You're going to have faster downloads, and
                                  that is going to reduce frustration; but
                                  that's not going to be a big deal.  I think
                                  the near-term benefit of broadband really
                                  is going to be the always on feature.  A
                                  lot of research shows, very simply, that if
                                  you don't have to go to the login process
                                  and you're always on, then people use the
                                  Internet much, much more regularly; and
                                  that's going to continue.

                                  But the big deal about broadband comes in a
                                  couple of years when we have much more
                                  ubiquitous broadband deployment.  Because
                                  that means that for the first time, we have
                                  the potential to get real video.

                                  Video conferencing was the sensation of the
                                  1964 World's Fair.  It never took off
                                  because the cost was so enormous that
                                  nobody could use it.  But if we actually
                                  get broadband out to the end-point so we
                                  could enable it, you could make some of the
                                  visionary applications of the past work;
                                  and these visionary applications are
                                  business applications.  Telecommuting, for
                                  example, could be a huge deal for business
                                  around the world.  It's very, very

                                     -22-

<PAGE>

                                  difficult to recruit people today in the
                                  technology arena.  But if you could
                                  recruit, not just in your one building or
                                  your four buildings, but you could recruit
                                  anywhere in the world and put people to
                                  work productively wherever they live, that
                                  could be a huge difference maker for the
                                  business community.

                                  Telecommuting doesn't work because audio
                                  conference calls basically don't replace
                                  personal interaction.  So work groups just
                                  don't work if somebody is at home with an
                                  audio conference.  But again, research
                                  shows that if you have a large screen TV
                                  with high definition at home, and with the
                                  work group at work, and you could naturally
                                  interact with it, you never had to sign on
                                  or off, it was just always on, that really
                                  does replace personal meetings in many and
                                  a very high percentage of situations.
                                  There are lots of other applications,
                                  distance learning, etc.  But when we get
                                  broadband video out there, I think the
                                  demand, generally speaking, for Internet
                                  bandwidth, is going to dramatically
                                  increase.

                                  Wireless computing: The wireless revolution
                                  over the last many years has really been
                                  all about consumer voice to voice
                                  conversations.  Over the next couple of
                                  years, the growth is going to come from
                                  wireless data.  And everybody focuses, when
                                  they think about wireless data, of people
                                  running around as consumers with these
                                  gadgets downloading music and all that kind
                                  of stuff, and there will be plenty of that.
                                  But to us that's not the important thing.
                                  There are real business applications coming
                                  and they are coming soon.

                                  I'm not saying the gadgets won't explode;
                                  there'll be an extraordinary explosion of
                                  gadgets that people wander around with.
                                  But the real important things for us will
                                  be real computers in real objects, like

                                     -23-

<PAGE>

                                  cars, for example.  We're working with
                                  virtually every car company in the world
                                  who wants to install wireless IP interfaces
                                  in their cars.  Why do they want to do
                                  that?  Because they want to be able to do
                                  remote diagnostics on your car as you drive
                                  around.  So if there's a problem with it,
                                  they can instantly inform you by sending
                                  you a signal so you come into their
                                  dealership and spend money faster  that's
                                  one thing.  And interestingly about that
                                  again is in creating a revenue stream for
                                  themselves is pretty much as sure as an
                                  annuity, they also dramatically increase
                                  customer service.  That'll be a huge
                                  benefit to you.  And that's just going to
                                  happen next year.  This is not something
                                  we're talking about years out.  And these
                                  car companies are going to spend a huge
                                  amount of money on that.

                                  Coke machines, as an example: It turns out
                                  to be pretty expensive to send the coke
                                  machine guy out to fill up a coke machine
                                  if it's already full.  If you could put a
                                  little sensor on the coke machine and call
                                  over the Internet back to the distribution
                                  center when it needs service, that would be
                                  tremendously efficient.  Because not only
                                  could you save to send the guy out, you
                                  could say we need three orange, two diet
                                  cokes, four regular cokes, etc.  Think of
                                  the efficiency inherent in that.  So you
                                  provide super efficiencies on one side to
                                  lower cost structure; and secondly, you
                                  provide better customer service.  These are
                                  the kinds of applications that are coming.


                                  So, in summary, the Internet opportunity
                                  has changed but it still offers, I think,
                                  explosive growth over time for real, live
                                  business application.  And real life
                                  business applications are going to come
                                  from traditional companies: e-commerce to
                                  drive cost structure efficiencies, wireless
                                  data for real business application, video

                                     -24-

<PAGE>

                                  applications.  So the point I think here is
                                  real companies are going to need this stuff
                                  and need it in the short-term.  And this
                                  is, again, one of the reasons why we are
                                  changing our focus.  We are doubling down
                                  our bet on the Internet but we're doing it
                                  in a slightly different way.

                                  We believe that the digital world is more
                                  central to us and more important than ever.
                                  And as the traditional businesses get on
                                  line, at the end of the day, we have to
                                  change the way we attack this market.  And
                                  we have to attack it with much more
                                  resource, more scope than we ever have
                                  before.

                                  There's an interesting quote here from Jack
                                  Welsh, who I worked for GE for 14 years.
                                  He's, perhaps, the greatest CEO of all
                                  time, other than Bernie Ebbers, who's my
                                  favorite CEO of all time, and I just wanted
                                  to say that he was very late coming to the
                                  Internet party.  For years, he really
                                  missed the Internet.  A year and a half
                                  ago, Jack figured out those cost structure
                                  charts and he realized that he could go out
                                  of business if he didn't respond with force
                                  to those issues.  And today he says, "When
                                  you stop breathing, you have to feel about
                                  the Internet the way you do about
                                  breathing."  Trying to avoid it is like
                                  commanding the tide not to come in.

                                  I want to just leave you with one other
                                  thought.  I've always said that the
                                  Internet was the greatest explosion of new
                                  technology in history.  You could make an
                                  argument that there was an analog 100 years
                                  ago with the development of motorized
                                  transportation and, perhaps, there was.  I
                                  want to say one thing.  In the 1920's, a
                                  high proportion of new companies created
                                  had either engine or motor in their name,
                                  or something like that.  And a 100 years
                                  later, most of those companies are out of
                                  business.  But if you think about the ones

                                     -25-

<PAGE>

                                  that are still in business, like General
                                  Motors, Caterpillar, Ford, McDonald
                                  Douglas, and Boeing, they created a huge
                                  percentage of the GNP and the GNP growth
                                  over the last 100 years.

                                  And I would argue if you look at the
                                  Internet companies today, a 100 years from
                                  now, most of those Internet companies will
                                  be out of business.  But the ones that
                                  survive will create a tremendous percentage
                                  of the GNP and GNP growth over the next 100
                                  years; and we intend to be one of those.

                                  And with that, I'm going to bring up Brian
                                  Brewer, our Senior Vice President of
                                  Marketing.

Brian Brewer                      Thank you, John.  I'm going to talk for the
                                  next few moments about our marketing
                                  strategy and more about our plans for the
                                  majors.  Our goals in marketing are pretty
                                  straightforward.  First, we're synching up
                                  our marketing and our product strategy and
                                  our market positioning between our business
                                  units.  Now we'll have better products and
                                  services and more market clarity for our
                                  customers with a cohesive plan for our IP
                                  services and our traditional services
                                  around the globe complement one another.

                                  Second, we're very, very focused on
                                  building products and services and getting
                                  them in the development pipeline that will
                                  come on-line and reach maturity to off-set
                                  slowing growth in our older, more
                                  traditional services and having a much,
                                  much better product pipeline.

                                  Third, and something you've heard Bernie
                                  talk about before, we're shifting our
                                  product strategy from broad and shallow to
                                  narrow and deep.  And what that means in a
                                  nutshell, we're going to focus on several
                                  new high-growth areas.  Now that's not to
                                  say we're abandoning our core services,
                                  just that we're intensifying our efforts on

                                     -26-

<PAGE>

                                  several new services that will not only
                                  provide growth in and of themselves, but
                                  will drag along and lock in revenue in some
                                  of our more traditional services.  And last
                                  but not least, we're very, very focused on
                                  getting the marketplace perception of
                                  WorldCom in line with who we are today and
                                  where we're headed, and as you've might
                                  have guessed that is what generation d is
                                  all about.

                                  WorldCom, and Bernie mentioned this
                                  morning, has traditionally grown in three
                                  ways.  We've grown by acquisition.  We've
                                  grown by opening up networks in new
                                  geographies.  And we've grown by launching
                                  new products and services across all of our
                                  service markets.  And over the last several
                                  years, we've been pretty focused on growing
                                  through major acquisitions.  And there was
                                  a time when that strategy served the
                                  company very well.   However, to insure
                                  that we can achieve and then maintain the
                                  growth levels that Scott talked about this
                                  morning and you, as investors, require, we
                                  have to have a much more balanced attack in
                                  all of those areas simultaneously.  And
                                  that balance is at the heart of the
                                  strategy that I'm going to be discussing
                                  with you over the next few minutes.

                                  Bernie and Scott both mentioned this.  We
                                  have an unsurpassed set of global data
                                  services, and businesses run on data
                                  services.  And in spite of the rapid growth
                                  of the Internet, there is and still will be
                                  a requirement for private, ultra-secure
                                  networks for years to come.  And WorldCom
                                  is well positioned to compete in this
                                  marketplace.  And we're convinced we can
                                  execute better than we have in the past by
                                  properly positioning our private networking
                                  services in relation to our public IP
                                  services.

                                  Bob Hartnett will talk more in a few
                                  moments about how we're optimizing our

                                     -27-

<PAGE>

                                  sales channels to focus even better in the
                                  data marketplace.

                                  Second, John talked about this: We are the
                                  leaders in the Internet.  The strength of
                                  UUNET technologies is now woven into our
                                  enterprise sales and marketing forces as we
                                  moved from being two separate companies, a
                                  telco and an Internet company, into one
                                  company, a digital communications company.
                                  And we'll leverage our IP network and reach
                                  into complimentary areas, like hosting and
                                  security services; and I'll talk more about
                                  those.

                                  Industry analysts forecast that the market
                                  for IP services is going to continue to
                                  grow rapidly.  UUNET has been successful in
                                  supplying network services to both
                                  commercial retail customers and in really
                                  becoming the ISP's ISP.  But you're going
                                  to see us focus much more aggressively on
                                  the commercial retail market.  Now I don't
                                  want you to think that means we're going to
                                  scale back our efforts in supplying
                                  infrastructure to ISP's and ASP's.  In
                                  fact, we'll be intensifying those efforts.
                                  But relatively speaking, we're going to
                                  stage an all out, frontal assault to be the
                                  IP infrastructure supplier of choice for
                                  business, especially for businesses who
                                  need mission critical carrier class
                                  performance from their communications
                                  provider.

                                  And finally, and you heard Bernie talk
                                  about this, is our majors: We are declaring
                                  selected high-growth, high-return
                                  opportunities where we're going to focus a
                                  great deal of our energy, both from a
                                  product development standpoint and from a
                                  sales and marketing standpoint.

                                  When we look around at companies who are
                                  capitalizing on the tremendous growth that
                                  this economy is generating, we see very
                                  clearly a common denominator.  And that

                                     -28-

<PAGE>

                                  common denominator is focus.  Segment
                                  leaders are extremely focused on being best
                                  of breed in a specific market area or a
                                  specific technology.  Now that doesn't mean
                                  that they are a single product or market
                                  company; it just means that they've
                                  established a reputation for excellence,
                                  even to the point of establishing
                                  themselves as the defacto market leader in
                                  a specific product or service area.  Once
                                  you get to the point where you've
                                  established yourself as the defacto
                                  standard, you can use that strength to
                                  build complementary products and services,
                                  and you can milk that position for all it's
                                  worth.

                                  WorldCom will continue to provide high
                                  grade communications services across the
                                  range of platforms and protocols, but we're
                                  also going to concentrate like we've never
                                  concentrated before.  We're selecting a few
                                  key areas where we can lead the
                                  marketplace, just as Cisco leads the market
                                  for routers and Oracle does in Internet
                                  databases.  We've picked a few high-growth,
                                  high-visibility markets, and we fully
                                  intend to set the standard for those
                                  markets and become the defacto industry
                                  leaders.

                                  Now we selected these concentrations for
                                  our majors based upon a few key criteria.
                                  First, is it important to where our
                                  customers are going?  Is it strategically
                                  important to them?  Is it what they want to
                                  talk to us about in terms of where their
                                  business is going?  Does it take us to
                                  where the market is going before the market
                                  gets there?

                                  Second, does it represent a market that is
                                  going to be growing very fast?  WorldCom
                                  needs to generate several billion of net
                                  revenue growth each year to satisfy you, as
                                  investors.  So, we simply have to focus on
                                  fast growing, multibillion-dollar global

                                     -29-

<PAGE>

                                  markets that really line up with our
                                  network.

                                  Third, is it a market in which we can
                                  legitimately expect to be one of the top
                                  two players?  If you can't be number one or
                                  number two in the marketplace, you're
                                  always following somebody else's lead;
                                  you're always reacting to the industry
                                  leaders.  So in our estimation, why bother.


                                  Finally, is it a market service that builds
                                  upon what we have today: our
                                  infrastructure, our network, our people,
                                  the assets that Bernie and Scott have
                                  assembled to form WorldCom?  These majors
                                  represent the markets where we fully intend
                                  to lead.  That is, shape the industry in
                                  market direction and reap the revenue and
                                  margins that reward industry leaders.

                                  Let's talk about the majors.  To date,
                                  we've defined three: hosting and related
                                  services, global IP VPN's, and Web centers.
                                  Now I'm going to talk about each of these
                                  in a little more detail but let me tell you
                                  right up front, we're probably going to
                                  need more than three majors over time.  I
                                  expect over the next quarter or two, we'll
                                  define two or three additional majors.  But
                                  for now, let me walk you through each of
                                  the majors that we've declared thus far.

                                  The first one is IP VPN's.  Internet
                                  protocol based IP VPN's are the wide area
                                  networking tool of choice for new
                                  e-networks today, and they'll be the tool
                                  of choice for all networks for the next two
                                  years.  Now global IP VPN's are hot because
                                  they can connect corporate Intranet, data
                                  centers, and remote users, via the public
                                  Internet.  A VPN instantly expands a data
                                  network's reach via the Internet and it
                                  does so without sacrificing the security
                                  and the reliability of private networks.


                                     -30-

<PAGE>

                                  This slide depicts how a VPN architecture
                                  might look for a typical business
                                  application.  You might say it looks very
                                  much like the topology for a private
                                  network, and you'd be right.  For WorldCom,
                                  the difference is in how we provide the
                                  security, the encryption and/or the
                                  tunneling protocol that allow for secure
                                  communication across the IP backbone.  But
                                  for the corporate customer, the difference
                                  is ease of use, price, and that ubiquitous
                                  reach that John talked about.

                                  The Yankee Group believes that the IP VPN's
                                  are going to dominate the growth in data
                                  communications over the next five years.  I
                                  told you a few minutes ago that we felt
                                  that frame and ATM still have great growth
                                  potential, but let's be real.  These are
                                  products that are a little bit more mature.
                                  And over time, IP VPN will replace those
                                  networks and services.

                                  Now WorldCom has the chance to get out in
                                  front of this transition.  We can pick up
                                  not only on the migration of our own
                                  customers' networks from frame and ATM to
                                  IP VPN's, but that of our competitors'
                                  customers.  To make this a growth arena
                                  rather than a cannibalistic strategy that
                                  would eat away at our own base, we're going
                                  to have to be aggressive; we're going to
                                  have to be very aggressive.  That means
                                  we're going to have to attack AT&T's base,
                                  Deutsche Telecom's base, BT's base, France
                                  Telecom's base, everyone's base, who
                                  doesn't really believe that the VPN
                                  phenomenon is going to prevail.

                                  The strength of WorldCom's approach into
                                  data marketplace couldn't be better
                                  illustrated than it is on this slide.  You
                                  see here several components ranging from
                                  traditional frame and ATM solutions to
                                  public IP solutions on the right hand side
                                  of the graph.  Now our competitors tend to
                                  focus on either one, or the other end of

                                     -31-

<PAGE>

                                  this spectrum.  As you might expect, the
                                  new entrants hype the next generation IP
                                  networks.  They do that because that's all
                                  they have to sell.  The more traditional
                                  carriers, they're going to do what you
                                  expect as well, they're going to focus on
                                  frame and ATM and they're going to
                                  disparage the IP-centric approach.

                                  The reality is that one size just doesn't
                                  fit all.  Some applications are very much
                                  optimized for the public networks and some
                                  only make sense, at least today, when
                                  operated over a private network.  Customers
                                  are looking for a migration path; they want
                                  to know how to get from "point A to point
                                  B."  They all want to end up on the VPN,
                                  but they don't know how long it's going to
                                  take to get there, or what the security
                                  measures are going to be along the way.

                                  The strength of WorldCom's approach is that
                                  we have the right tool for the job, either
                                  public or private, or even a half-step in
                                  between.  We have a set of services called
                                  private IP that allows customers to take
                                  existing private networks, frame or ATM
                                  networks, and IP-enable them to reduce
                                  operational costs and to increase reach.
                                  And most importantly we provide secure and
                                  reliable links among these three worlds,
                                  allowing data and applications to literally
                                  sit on the fence, sit across the
                                  boundaries, kind of the right tool for each
                                  job -- this is WorldCom's edge.  And this
                                  is where our heritage as both a traditional
                                  telco and an Internet company becomes an
                                  advantage rather than being a burden.

                                  Let's move to our second major, hosting.
                                  As you know, the business and technology
                                  cycle have come full circle. The Internet
                                  start-ups and the emerging dot-Com's in
                                  many ways issued a wake up call to the
                                  so-called "old economy companies."  Now
                                  those old economy companies figured out
                                  they could either face continuing market

                                     -32-

<PAGE>

                                  share and price erosion at the ends of the
                                  Internet-based up-starts, or they could
                                  fight back and beat them at their own game.
                                  There's been a lot written lately heralding
                                  the resurgence of these so-called old
                                  economy companies.

                                  There's a really simple reason for that
                                  and, when you think about it, it makes
                                  perfect sense.  It's a whole lot easier to
                                  take a business you already know and
                                  understand and bolt a new approach on to it
                                  than it is to come into a marketplace only
                                  knowing E and figuring out how to run a
                                  business you don't know anything about.
                                  They say old dogs can't learn new tricks,
                                  but there's a lot of old economy companies
                                  who are showing us that's not true.

                                  Likewise, the dot-Com's and the new
                                  entrants see this trend and they're working
                                  very hard to try to keep the gains they've
                                  made.  Well, that spells one thing for
                                  WorldCom and that's opportunity.  Very
                                  clearly the market is hungry for somebody
                                  that can bring mission critical, carrier
                                  class capability on a global scale to bear,
                                  and that company is WorldCom.

                                  UUNET technology's already placed WorldCom
                                  in the top tier of hosting providers.  The
                                  acquisition of Intermedia and controlling
                                  interest in Digex gives us capabilities
                                  that are ideally complementary to the
                                  hosting capabilities we already had, and
                                  their capabilities in the managed and
                                  enterprise space not only catch us up in
                                  the management and enterprise services, but
                                  they put us ahead of our competitors.

                                  Now I want to take a minute and put hosting
                                  in context with our network.  Our
                                  definition of the Network is going to
                                  continue to expand.  It's no longer simply
                                  a way to connect point A to point B, it's
                                  expanded to encompass the management of
                                  edge devices.  There's been a lot written

                                     -33-

<PAGE>

                                  about this lately - routers, other hardware
                                  that has traditionally been on the
                                  customers' premise.  Well, we're going to
                                  push that envelope on where the edges of
                                  our networks are.

                                  Any number of what today are currently
                                  defined as edge services are going to
                                  become integral to our network.  For
                                  WorldCom, we view hosting itself just as an
                                  extension of the Network.  Now that really
                                  is an advantage that we'll have over the
                                  other hosting players who have to buy their
                                  network from somebody else.

                                  So we'll not be stopping there.  Content
                                  caching and Network storage are likely next
                                  steps and you should anticipate a broad
                                  range of security services and turnkey
                                  managed services that leverage our
                                  networks, our hosting capabilities and our
                                  content distribution services.

                                  Now, you might be picking up on a theme
                                  here, and that's purely intentional. We are
                                  going to leverage one of WorldCom's key
                                  assets - our network and our global reach.
                                  There is no one in this industry who is
                                  better positioned to set the tone for the
                                  marketplace than we are.

                                  Hosting is at the backbone of every single
                                  e-business application and this is an
                                  exploding market.  But we don't want other
                                  things to be true.  If we host a company's
                                  e-enterprise applications, we're going to
                                  get the network transport, too.  And again,
                                  we're going to leverage the majors to build
                                  on the foundation we have in the Network.

                                  So the final major I'm going to talk about
                                  this morning is Web centers.  You have to
                                  think of Web centers as kind of a next
                                  generation call center, and this is an
                                  emerging trend that has been spawned by the
                                  explosion of the Internet and e-business.
                                  The problem in the e-space today is not

                                     -34-

<PAGE>

                                  being able to get information on a product
                                  or service out; there are thousands of Web
                                  sites to do that.  Or even to get a product
                                  shipped.  It is in getting service after
                                  the sale in case something goes wrong and
                                  very often something does go wrong.  A Web
                                  center coordinates all the points of
                                  contact, from wireless to wireless, from
                                  voice to text.  So whether the contact is
                                  initiated via a traditional toll-free
                                  number or whether it's done over a Web page
                                  or e-mail or via a wireless device like a
                                  PCS phone or a PDA, the contact becomes a
                                  living record throughout the Web center.
                                  Customer service professionals can
                                  interface with customers the way that is
                                  most convenient for the customer, not for
                                  the supplier.

                                  So we think the number of basic call
                                  centers is going to be kind of flat in the
                                  marketplace, but we really do believe the
                                  number of Web centers is going to grow very
                                  aggressively.  And our mission is to be the
                                  first in the market to really establish
                                  ourselves as the entrenched incumbent in
                                  this space.  By the way, no one really
                                  knows how big this market is going to be or
                                  can be because it's very much in its
                                  infancy.   The folks who are doing the
                                  software in this space are all very small
                                  companies, for the most part.  But I
                                  honestly believe that the market estimates
                                  here are grossly understated. I think this
                                  could easily be a multi-billion dollar
                                  global market and one that WorldCom can
                                  clearly lead.

                                  The potential for each of the initiatives
                                  I'll talk to you about is great, but we
                                  also have to be realistic.  Some are going
                                  to ramp faster than others.  When we buy
                                  our entry, like we have with Digex, that's
                                  going to go very fast.  Others like Web
                                  centers, where we're growing them
                                  organically, they're clearly the future but
                                  they'll take a few more quarters to gain

                                     -35-

<PAGE>

                                  traction. But we are very confident that
                                  this is the right direction for our company
                                  and that this makes the most of our network
                                  and resources.

                                  Now, we not only have to attack revenue
                                  growth through new services, through the
                                  majors, and through the utilization of our
                                  network for traditional data services, we
                                  simply have to do a better job of
                                  protecting the revenue we already have.
                                  Now, we've already started an initiative -
                                  and this is a major initiative across our
                                  sales and marketing channels - is to help
                                  our account teams better manage rate
                                  erosion.

                                  Now part of that is through aggressively
                                  offering you product and services, so that
                                  as you're renewing contracts and writing
                                  them down to more market rate, you have new
                                  revenues to sell into that customer to
                                  offset the write-down.  But we're also
                                  going to be a lot more aggressive on
                                  setting floors for specific products and
                                  specific rate elements.  And being
                                  completely honest with you, we're going to
                                  lose a few customers in this attack. But I
                                  honestly do believe that over time we can
                                  slow the rate of erosion and get our rate
                                  back into equilibrium.

                                  Now don't get me wrong, I'm not saying, and
                                  we don't believe, we can push up rates.  We
                                  can't defy the laws of gravity.  But I am
                                  saying that we do believe we can slow the
                                  rate of erosion a bit, and I don't think
                                  we'll be alone in the marketplace in
                                  embracing this approach.

                                  Last, and certainly not least, we're going
                                  to continue to better align the marketplace
                                  perception of WorldCom with who we are
                                  today.  We are today more than ever,
                                  especially with today's announcement, a
                                  data and Internet infrastructure company.
                                  We provide the building blocks for the

                                     -36-

<PAGE>

                                  emerging e-centric companies and the global
                                  1000 companies alike, and we're going to
                                  continue to grow our service offerings in
                                  this area.

                                  Take a look at the generation d Digital
                                  Sourcebook we handed out when you came in
                                  this morning.  This is a sales tool that
                                  we're going to be publishing quarterly to
                                  keep our customers and our prospects aware
                                  of trends in the industry and about
                                  WorldCom's products and services.  What you
                                  see in this book is about as far removed
                                  from a long distance company as you could
                                  possibly be.  It's all about leveraging the
                                  emerging digital technologies to open up
                                  new markets, lower costs and improve
                                  competitive positions for our customers.
                                  And the image that's portrayed in this
                                  piece and in the advertising that we're
                                  going to be using to support the measures
                                  illustrates the kind of aggressive stance
                                  WorldCom's going to be taking in the
                                  marketplace in this regard.

                                  So in closing, we have the network, we have
                                  the people and we have the marketing might
                                  to reset industry benchmarks and
                                  expectations, and that's exactly what we
                                  intend to do.  Now here's a video that
                                  illustrates how we're going to be
                                  positioning the majors with the
                                  marketplace.

                                  (Video being played; no audio)

Ron Beaumont                      Good morning.  I'm Ron Beaumont.  I'm
                                  responsible for operations and technology
                                  for WorldCom.  I'm sporting my new
                                  generation d beard.

                                  This morning I'd like to talk about our
                                  network.  I'm going to talk about our
                                  network strategy, what the capital trends
                                  are that we're experiencing, and then I've
                                  picked out three network highlights that I
                                  think are important for us to talk about:

                                     -37-

<PAGE>

                                  the introduction of terabit transmission
                                  systems, Internet, and Web hosting growth;
                                  and managed voice over IP.

                                  Now what is our strategy?  Our strategy is
                                  to increase network capacity and scale
                                  across all platforms -- be it an IP
                                  platform, frame relay or ATM -- lower the
                                  capital costs per unit, increase global,
                                  geographic coverage; and enable value added
                                  products and services, such as Web Hosting,
                                  Content Distribution, IP VPN's and
                                  e-commerce.

                                  Now I'd like to talk about capital trends.
                                  In the narrow band voice switching world,
                                  capital requirements are declining. We are
                                  rapidly approaching a maintenance of our
                                  existing switches.  This is occurring
                                  because we are deploying soft switches in
                                  our network.  I didn't put a lot of slides
                                  here on soft switch, but most of you know a
                                  soft switch routes Internet dial up traffic
                                  from the ILEC directly to our modem bank,
                                  bypassing our class five switches.  This
                                  eliminates the use of two ports on the
                                  class five switch and gives us a cost
                                  reduction of 90% in handling that traffic.

                                  Transmission systems will see an increase
                                  in capital. That's driven by the Internet
                                  growth, which is growing at anywhere from
                                  four to eight times, depending on where in
                                  the network we look; Hosting, generation d
                                  products, and the unit cost is declining
                                  dramatically.  So, if we look at long-haul
                                  transmission, which is measured in DS-3
                                  miles, that's decreasing at 50%
                                  year-over-year.  If we look at local
                                  transmission, measured in VGE's, that is
                                  declining at 40% per year.

                                  The data and the Internet platforms will
                                  see a modest increase in capital.  The unit
                                  costs in capital utilization is improving
                                  significantly due to the soft switch that I
                                  talked about and also the MSS --

                                     -38-

<PAGE>

                                  Multi-Services Switch. The Multi-Services
                                  Switch is an integrated access technology
                                  that we're deploying.  It provides input
                                  for IP, frame relay, ATM and voice all in a
                                  single box.  We no longer have the need of
                                  putting out an IP router, an ATM switch, a
                                  frame relay switch and a voice switch.  We
                                  do it all with the Multi-Services Switch.
                                  We can get a capital reduction because of a
                                  single box versus many boxes.  And
                                  secondly, we get a trunking efficiency
                                  because now we only have to trunk back one
                                  box versus multiple boxes.  That capital
                                  efficiency improvement is anywhere from
                                  50-75%.

                                  In hosting, you'll see our investment
                                  decline modestly.  The infrastructure was
                                  built out in the United States over the
                                  last year.  We invested roughly $1.2
                                  billion building brick and mortar.  We
                                  built the infrastructure, which is the
                                  buildings, the emergency generators, air
                                  conditioning systems and UPS system to make
                                  it ready for business.

                                  Where do we go from here?  We expand
                                  internationally and our investment will
                                  shift from the bricks and mortar that I
                                  talked about to managed services.  And what
                                  does managed services require -- servers,
                                  routers, data storage devices, software to
                                  run those.  So, that's where the capital
                                  would be going.

                                  I summary, what is happening with capital?
                                  Well, while transmission volumes are
                                  increasing, cost per unit is declining.
                                  The soft switch and the Multi-Services
                                  Switch are lowering cost of switching and
                                  routing and improving transmission
                                  utilization.  Our investment is
                                  transitioning to high end growth areas such
                                  as hosting and generation d services in the
                                  network that we need to build to support
                                  those services.


                                     -39-

<PAGE>

                                  Now I'm going to talk about more
                                  specifically about what's happening in the
                                  network and I'm going to talk about terabit
                                  transmission.  Terabit transmission will be
                                  introduced into our network in four phases.
                                  First, we will deploy high density optical
                                  pipes across the network.  Secondly, we
                                  will deploy ultra broadband cross connect
                                  systems.  Thirdly, we will deploy optical
                                  cross connects.  Then we will also deploy
                                  ultra long-haul transmission systems.  I'll
                                  go into each one of these.

                                  First off, we ought to start with where we
                                  are today.  Today we operate a network with
                                  dense wave division multiplexing.  Last
                                  time we had one of these conferences, I
                                  talked a lot about dense wave division
                                  multiplexing.  Today we are at 32 channels
                                  or lamdas operating at 10 gigabits, OC-192
                                  transmission rate, and we regenerate every
                                  400 kilometers.  Regeneration is when we
                                  take a signal from an optical signal,
                                  convert it to electrical, clean it up, then
                                  convert it back to optical and transmit it
                                  down the fiber.

                                  At the end of this year, we will be
                                  deploying hyper-dense wave division
                                  multiplexing, and you can see here that
                                  I've identified two vendors.  We will be
                                  deploying two vendors' equipment into our
                                  network.  Vendor A's equipment will support
                                  160 channels at 10 gigabits.  That's a 1.6
                                  terabit system, operational and will be
                                  deployed in the network.  Vendor B,
                                  slightly different architecture, to force
                                  176 channels again at 10 gigabits.  Our
                                  first deployment of this will be between
                                  New York City and Baltimore which is
                                  scheduled for the end of this year.

                                  Next, we will implement ultra broadband
                                  cross connects into the network.  Now the
                                  ultra broadband cross connect allows us to
                                  groom SONET signals, OC-3, OC-12, OC-48 and
                                  OC-192's.  And we'll be able to patch

                                     -40-

<PAGE>

                                  OC-192 signals from an input fiber to an
                                  output fiber.  Previous to this, we had to
                                  actually go and do a manual cross connect
                                  on a fiber patch panel to cross connect
                                  OC-192's.  These will be deployed about
                                  mid-next year.

                                  Then in addition to the ultra broadband
                                  cross connect systems doing the grooming on
                                  the network, we will also be deploying
                                  optical cross connect systems.  This will
                                  occur towards the fourth quarter end of
                                  next year.  What the optical cross connect
                                  does for us, it has 256 fibers on the
                                  input, 256 fibers on the output, and we can
                                  switch a wave length or a channel from an
                                  input fiber to a wave length and a channel
                                  on an output fiber.  This gives us the
                                  ability to provide restoration in the
                                  network based on these cross connects.

                                  About mid next year, we will also be able
                                  to deploy ultra long-haul systems.  You've
                                  heard a lot about ultra long-haul, and the
                                  answer to what ultra long-haul drives us to
                                  is that it eliminates the need for
                                  regeneration so we can transmit from San
                                  Francisco to Chicago without having to go
                                  through regeneration.  The signal remains
                                  optical throughout the transmission
                                  network.  Now this will be used in
                                  conjunction with our hyper-dense
                                  transmission because we will use the ultra
                                  long-haul for express routes between cities
                                  and then the hyper-dense for short
                                  distances where we have to add and drop
                                  signals along the way.  It will be used in
                                  conjunction and this will be ready to go
                                  mid next year and each route will be looked
                                  at on an economic basis.

                                  Now what's happening in the optical arena?
                                  Well, we've talked about today we're 320
                                  gigabits, 32 channels at 10 g.  At the end
                                  of this year we'll move to 1.6 terabits per
                                  fiber pair.  That's 160 wave lengths at 10
                                  gigabits.  The next move occurs at the end

                                     -41-

<PAGE>

                                  around 2002 we will move to 80 channels at
                                  40 gigabits.  40 gigabits being OC-768.  So
                                  that will be the next move that you'll see
                                  in technology.

                                  Then, we'll move to 40 gigabits at 160
                                  channels.  The next evolution that will
                                  occur somewhere out around 2004 and the
                                  crystal ball gets a little bit cloudy when
                                  we look out this far, but we're looking at
                                  160 gigabits of transmission.  So you need
                                  to start remembering a term called OC-3072.
                                  But this is reality and it says that we're
                                  getting a lot of capacity and life out of
                                  the fibers that exist out there.  That the
                                  technology continues to expand the capacity
                                  that we have available to us.

                                  I'm going to talk now about the Internet
                                  and Hosting.  If we look at the Internet
                                  coverage today, this pictures shows you
                                  where we have access or customers have
                                  access to the Internet, our Internet
                                  network around the world. Now we're going
                                  to dramatically improve that in 2001 and
                                  add an awful lot of new countries out
                                  there.  This will be for dedicated access
                                  and again, for also dial up access.  It
                                  will be implemented both on an IP basis
                                  only and it will be implemented using the
                                  Multi-Services Switch where we bring in
                                  frame, ATM and IP altogether as part of the
                                  architecture.

                                  This year, we built out an OC-192 backbone
                                  for the Internet, so our regional networks
                                  and our backbone networks today operate at
                                  OC-192 and in Europe at SDM-16, SDM-64 and
                                  SDM-16's across the Atlantic, for example.
                                  So we have a very robust, very robust
                                  backbone network for moving traffic around
                                  on the Internet.

                                  If we look at Hosting, because this is
                                  really the future of where we see things
                                  going for us on the Internet, Hosting
                                  today, and I know these are kind of hard to

                                     -42-

<PAGE>

                                  see up here and you can tell that most of
                                  these are major cities in the US, major
                                  cities in Europe and major cities in Asia,
                                  we have 47 Web hosting centers or sites
                                  that are open today.  About 350,000 square
                                  feet of space.

                                  Now I talked about that we had
                                  substantially invested in building more
                                  square footage and you will see that by the
                                  mid 2001 we will have 82 sites and roughly
                                  2 million square feet of Web hosting
                                  facilities available.  Now what you see on
                                  here is we've added a few new cities and
                                  we've built out additional facilities in
                                  existing cities.  So it's both building
                                  more of what we have in the major
                                  metropolitan areas and adding a few more
                                  cities around the world to that.

                                  Now Brian talked about, and you saw in the
                                  movie, various flavors of Web Hosting.  So
                                  I'd like to walk you through a little bit
                                  of what the differences are between
                                  co-location and managed services.

                                  Co-location is where a customer brings his
                                  equipment to us to house in our facility.
                                  We provide them with a cage, a wire cage
                                  that their equipment goes in.  We provide
                                  them with a physically secure environment;
                                  and we provide them with smart hands - we
                                  can turn power on and off, we can reboot a
                                  server if necessary.  And typically these
                                  are geographically dependent.  The customer
                                  wants to be close to his equipment.  He's
                                  going to be putting his equipment in our
                                  space, he wants to be able to drive over to
                                  it, manage his own equipment, he wants to
                                  do his own software upgrades. Therefore,
                                  it's geographically dependent.  You want to
                                  have those available close to the customer.

                                  Managed Hosting, on the other hand, is
                                  higher level services.  We provide all of
                                  the equipment, we provide proactive
                                  monitoring of the equipment, we provide

                                     -43-

<PAGE>

                                  7x24 customer support and management of the
                                  systems, we guarantee service level
                                  agreements and we provide network security.
                                  And on both of these we also provide
                                  connectivity to the network - either IP
                                  connectivity or connectivity out to modem
                                  banks and so forth.

                                  When we're doing managed services, it's
                                  usually geographically independent.  The
                                  customer's not going out to touch the
                                  equipment -- he doesn't own the equipment
                                  -- he's buying the service.  We're managing
                                  that service for him, so it could be
                                  managed anywhere that we choose to do it -
                                  Washington, DC, Los Angeles, Dallas.  The
                                  customer really doesn't care.  And the
                                  difference between collocation and managed
                                  services is significant.  Managed
                                  collocation produces eight times the
                                  revenue per square foot that collocation
                                  services do.

                                  Now, I'm going to talk about voice over IP.
                                  And first off, before I really get into the
                                  slides here, I want to address this basic
                                  misconception about voice over the
                                  Internet.  And I know that you've been to
                                  meetings like this and there are other
                                  companies up here that talk about how
                                  wonderfully cheap it is to move voice over
                                  the public Internet.  Well let me tell you
                                  a little bit about that.

                                  First off, that is truly nothing more than
                                  an access arbitrage.  All they're telling
                                  you is that if you don't have to pay access
                                  and you don't have to pay termination, that
                                  indeed it's cheaper to process a long
                                  distance call.  Well that's not regulatory
                                  acceptable.  So when we look at, take the
                                  access piece off and just look at what is
                                  the real transmission piece of this and
                                  look at it from an engineering perspective,
                                  if I had to move one minute of long
                                  distance across my network, what would be
                                  the best way to do it?  Would I move it

                                     -44-

<PAGE>

                                  over the traditional voice switch network?
                                  Or would it move it over an IP network?

                                  The switched network, switch voice network,
                                  requires 64 kilobits to move that voice
                                  call over.  That's what we provide, 64
                                  kilobits for a voice call.  When I do that
                                  over the Internet, I have to break that
                                  into packets and I have to put addresses on
                                  them.  So I now have to move 80 kilobits
                                  across the Internet.  And, the Internet has
                                  latency issues - congestion and latency
                                  issues.  So if you want it to work where
                                  the service is acceptable to the callers,
                                  then you have to grossly over trunk the
                                  network so that there never has the ability
                                  for congestion and therefore long latency
                                  to occur.  So from my perspective, IP is
                                  not a great way to move voice traffic
                                  around.  And from a pure transmission
                                  standpoint, it's more expensive.  Roughly
                                  1.5 times more expensive then it is to move
                                  it over a circuit switch network that
                                  exists today.

                                  Now that being said doesn't mean that voice
                                  over IP isn't something that we're going to
                                  do and that it isn't important, but it has
                                  certain applications.  It's just not voice
                                  over the public Internet.

                                  I'm going to talk about a business
                                  customers today.  This is a typical
                                  business customer that we have out there
                                  today.  He has a switched voice network
                                  with just a virtual private switched voice
                                  network, which we call VNET, and he has a
                                  data network.  That data network could be a
                                  frame relay network, could be an ATM
                                  network, could be an IP network, a
                                  UU-secure or a business class IP network
                                  that he uses to move data around.

                                  Now, beginning in the second quarter of
                                  this year we started with a couple of
                                  customers to trial a new service.  We
                                  installed an enterprise gateway and this

                                     -45-

<PAGE>

                                  works in conjunction with the customers
                                  voice network and its data network.  The
                                  enterprise gateway is a piece of customer
                                  premise equipment that works with the PBX,
                                  it could be located inside the PBX, that
                                  converts voice into IP packets.  It takes
                                  those IP packets and moves them over to the
                                  customer's data network and moves them to
                                  all of his own net locations where he has a
                                  data network.  So if you're calling and
                                  you're on net, then we would route that
                                  traffic over the data network to the end
                                  user location on the network.  If the
                                  customer's location is off of his data
                                  network, then the calls would be routed
                                  over the VNET just as they are today.

                                  Now, that was phase one and that worked
                                  pretty good.  Then we said, "Well, we need
                                  to make this more efficient and easier to
                                  manage," so we installed a SIP server -
                                  Session Initiated Protocol server - that
                                  would interface with the customer's data
                                  network over the Internet and would allow
                                  us to manage that service.  So before we
                                  put this in, every time the customer added
                                  a new location, you would have to go out
                                  and reprogram each one of these enterprise
                                  gateways.  Well, this allowed us to change
                                  the call routing, to change the locations,
                                  add locations, delete locations from a
                                  central location, and it allowed us to
                                  interface into the database the customer's
                                  dialing plan and its call routing database.
                                  This was installed in the third quarter and
                                  is working today.

                                  The third phase of this, which is very
                                  important to the customer, is to interface
                                  the customer's data network now to the
                                  public switch network.  So, as you see here
                                  today, on this slide - and this is being
                                  deployed as we speak in the fourth quarter
                                  of this year - there's no longer a line
                                  from the customer's PBX to the long
                                  distance network.  Now all of the
                                  customer's long distance traffic is

                                     -46-

<PAGE>

                                  converted to IP, it's moved down to the
                                  data network, it's moved across the data
                                  network, and if it's on Net it carries it
                                  right across the enterprise gateway on the
                                  other end, converts it to voice and it
                                  rings on their phone.  If it's off Net,
                                  you're calling home, you're calling your
                                  brother, then it takes the voice
                                  information, converts it to data, moves it
                                  across the data network to the closest
                                  point to the terminating call and
                                  relaunches that call into the public switch
                                  network as a local call.  This gives you
                                  the ability for calling on Net, calling off
                                  Net through the public switch network, and
                                  allows you to have calling coming in from
                                  the public switch network which then is
                                  moved across your data network.

                                  Now fourth, and this is where you really
                                  start seeing why you wouldn't want to start
                                  moving some voice over IP, and that's
                                  because now we've introduced two new
                                  elements, and this occurs in the first
                                  quarter of next year.  First is, we are
                                  introducing the ability to handle SIP
                                  phones, Internet phones. And you've read
                                  this in the press, the Session Initiated
                                  Protocol (SIP) phone, the Internet phone,
                                  which I think is easy to visualize, it's
                                  kind of a combination of a browser, a
                                  miniature PC browser, and a telephone.  And
                                  from that you can call using standard
                                  telephone number or you can call using your
                                  e-mail address.  So if you wanted to call
                                  me and you have a SIP phone, you can put
                                  [email protected] and it will find me
                                  in the network and process that call coming
                                  to me.

                                  Now that SIP phone supports a number of
                                  features in the network.  It has dynamic
                                  registration.  So when you enter the
                                  network, the network now knows where you
                                  are.  It knows if you're in the office in
                                  Dallas or you're in the office in
                                  Washington, DC., or where you happen to be.

                                     -47-

<PAGE>

                                  That allows it to then do "call find me"
                                  call routing.  So when you're called, it
                                  doesn't matter where you are, the call
                                  finds you.

                                  It allows you to do call forwarding and
                                  call screening.  So you can look at what's
                                  coming in and you can also block.  You can
                                  block URL's if you don't want to receive
                                  calls from them, you can block numbers that
                                  you don't want to receive calls from.

                                  Then we've also introduced the Feature
                                  Server.  The Feature Server really does a
                                  couple of things for us.  One, it handles
                                  voice mail.  So now as an enterprise, you
                                  have a global, unified voice mail system.
                                  It's something that's been hard to come by
                                  with all the disparate voice mail systems
                                  that are out there today.  And it supports
                                  unified messaging.  Now unified messaging
                                  is receiving any kind of message in any
                                  kind of format.  Therefore, if you're
                                  calling in and you're on a cell phone,
                                  you're on a telephone and you want to take
                                  your e-mail, the e-mail is converted to
                                  voice and played out to you over the phone.
                                  If you want to take your voice mails, and
                                  you happen to be at your PC or with your
                                  PDA, the voice mail is converted into text
                                  and presented to you on that device in a
                                  textual format.  All this is taken care of
                                  in the network.

                                  In this space what you're seeing up there,
                                  we've developed our own in-house software
                                  on a SIP server.  Other than that,
                                  everything up there again is off the shelf,
                                  commercially available, but we provide the
                                  expertise and the management in being able
                                  to do this.  We are the first movers in
                                  this area. We will be the first to bring
                                  this to market and this is scaleable.  This
                                  is not a hobby shop, it's not a one-off,
                                  this will support hundreds of thousands of
                                  customers moving over to this type of
                                  network.

                                     -48-

<PAGE>

                                  Now, in summary, our network capital
                                  spending is to support high growth, value
                                  added generation d products.  The Network
                                  Growth Plan is cost effective and will
                                  scale to meet the expected growth.  You've
                                  seen us talk about cost savings of 40%,
                                  50%, 75% and 90%, depending on the
                                  applications.  Our Internet backbone
                                  continues to increase in scale and in
                                  reach, geographically.  The capital
                                  investment for Web hosting is shifting from
                                  infrastructure, bricks and mortar, to
                                  managed hosting, routers, servers, storage
                                  devices, software to support that.   And,
                                  WorldCom's network is second to none in
                                  quality or in cost efficiency.  We are a
                                  large, large buyer of communications
                                  equipment.  I will tell you that nobody
                                  gets better discounts then WorldCom on
                                  anything we buy.  And I will stack up our
                                  cost efficiency on any unit with any other
                                  company that exists out there.  We have the
                                  best cost structure in the industry.

                                  Thank you.

                                  Now, I'd like to introduce Bob Hartnett,
                                  our President of Global Sales.

Bob Hartnett                      Thank you, Ron.  Good morning, everybody.
                                  It's my pleasure to speak to you today
                                  about how WorldCom goes to market with our
                                  sales organizations and we'll also take a
                                  quick look at some of our generation d
                                  strategies and how we're deploying our
                                  assets and our sales team to take advantage
                                  of this significant growth opportunity.

                                  As Brian mentioned earlier, our growth has
                                  traditionally come from three sources:
                                  acquisitions, products and geographic
                                  expansion.   In the sales channels, our
                                  approach has been to leverage all three of
                                  these opportunities to take advantage of
                                  the growth initiatives within them.  So my
                                  objective today is to show you how we're
                                  positioned in each of our sales channels to

                                     -49-

<PAGE>

                                  capitalize on those opportunities,
                                  opportunities WorldCom has played a
                                  significant part in creating, and also in
                                  rolling out our new enhanced services and
                                  continuing to grow in new countries.

                                  In addition, I'll show you how we're
                                  focused on increasing our growth in the
                                  core products, in data, Internet and
                                  international, while at the same time
                                  investing our training and resources to get
                                  our teams up to speed in the new
                                  initiatives that Brian spoke to you about
                                  earlier.

                                  I'll also show you how we're continuing to
                                  grow our teams geographically and our
                                  global accounts sales program in Europe,
                                  Asia and Latin America.  But first, I'd
                                  like to give you an overview of each of our
                                  sales units.

                                  We use the same customer-facing sales team
                                  approach around the world.  And as you can
                                  see on the chart, we have a small and
                                  medium enterprise group in the US and we
                                  have a parallel group in Liam Strong's
                                  organization internationally.  The next
                                  tier up, we have a corporate account team
                                  to work the higher end with more national,
                                  international, and more complex customers
                                  with higher end services.  And at the top
                                  of the chart, we have our global account
                                  program, which we run as one seamless team
                                  around the world to support the
                                  multi-national customers.  And they are
                                  truly the customers looking to build
                                  networks between continents, within
                                  continents and countries to reach their
                                  customers, their employees, their vendors
                                  and to reach and communicate in some of the
                                  new e-business initiatives you've heard
                                  about earlier.

                                  So, let me give you a closer look on our US
                                  sales teams, our global account teams, and
                                  our terrific UUNET sales organization.

                                     -50-

<PAGE>

                                  Then following me, Liam Strong will give
                                  you an idea of those same channels and
                                  their performance internationally.

                                  First, the small and medium enterprise and
                                  corporate account channel in the United
                                  States is over 1,800 quota bearing sales
                                  representatives strong.  Again, their
                                  focused in a territory environment in the
                                  small and medium enterprises, while the
                                  corporate teams are focused on a listed set
                                  of accounts with dedicated account team
                                  support.  Both sales organizations can sell
                                  the full range of WorldCom's products and
                                  services to their customers.

                                  And at WorldCom, we like to use the
                                  products and services we sell to our
                                  customers to further support the efforts of
                                  our sales team.  So to that end, our entire
                                  sales organization is armed with
                                  state-of-the-art, latest generation laptop
                                  and sales automation tools that empower
                                  them to improve their areas in prospecting
                                  and customer identification, has pricing
                                  and proposal tools on-line, contact
                                  generation to keep in contact in letter and
                                  e-mail into their customers.  Probably most
                                  importantly is order input -- to speed the
                                  order entry and delivery process for our
                                  customers.  These enable all of our
                                  representatives to improve their sales
                                  performance and productivity by using
                                  Web-based systems to generate customer
                                  relationships and orders processed.

                                  Our global account teams lead the industry.
                                  With the assets of WorldCom around the
                                  world and our terrific data and Internet
                                  resources, we've listed 1,000
                                  multi-national accounts, headquartered
                                  worldwide, and we have dedicated over 850
                                  sales representatives to focus specifically
                                  on this list of very large, very complex
                                  application customers.  These
                                  representatives are typically located in
                                  their customer's headquarter city, but work

                                     -51-

<PAGE>

                                  with the WorldCom global account team
                                  around the world to focus on initiatives
                                  and sales opportunities for their customers
                                  in any country globally.

                                  And the one network, one contract, one team
                                  and one company approach is literally
                                  unmatched in the industry.  In fact, I know
                                  you'll be in a few of these meetings with
                                  some of our competitors, and I'd like you
                                  to match up our global sales program to
                                  really anybody else out there in the
                                  industry.  It was designed on customer
                                  feedback for what they're looking in their
                                  global service applications.  One company,
                                  around the globe, with WorldCom sales and
                                  support representatives on the ground to
                                  service their network needs, their support,
                                  their add-on services, and then taking them
                                  into IP based services, WorldCom leads in
                                  the network, in the reach and the one
                                  company approach, and certainly in our
                                  ability to deliver solutions over
                                  Internet-based product lines.

                                  Again, it's a full range of end-to-end
                                  solutions and a significant growth
                                  opportunity for us from our large US-based
                                  sales teams.  In Europe and Asia, we put
                                  teams in place.  In fact, we've added to
                                  that team over four-fold in the last year
                                  to line up with our teams around the world
                                  in creating that customer representation.

                                  We've also implemented a sales automation
                                  program for global accounts with the same
                                  state-of-the-art laptop benefits I spoke
                                  about earlier.  But most important for
                                  global accounts, it gives us a global view
                                  of each customer, with the status of each
                                  of their network activities, projects in
                                  place, and sales opportunities so our reps
                                  in Europe can coordinate with Latin
                                  America, the US and Asia Pac on each
                                  customer with each activity that they're
                                  working on.


                                     -52-

<PAGE>

                                  That's a brief overview of our go-to-market
                                  sales channels in the United States and our
                                  global account program worldwide for
                                  WorldCom.  Let me give you a brief overview
                                  of one of our key assets in the company and
                                  that's UUNET.  UUNET is the recognized
                                  global Internet leader.  As you heard
                                  earlier, over 2,500 POP's on five
                                  continents.  And with UUNET we have an
                                  additional 1,000 quota bearing reps solely
                                  focused on Internet and hosting
                                  opportunities.  These specialized
                                  representatives, literally the best in the
                                  world, work with all of our WorldCom sales
                                  teams in supporting the customer efforts
                                  and initiatives for our core services, our
                                  Internet sales and the newer initiatives
                                  that Brian spoke about earlier.

                                  This unified sales approach really
                                  leverages UUNET's Internet expertise and
                                  the large customer base WorldCom has in
                                  each of our sales organizations.  It allows
                                  us to provide a continuum of services -
                                  frame, ATM into IP-based services - to give
                                  our customers end-to-end service and
                                  support, and the sales expertise they
                                  require in each of these areas.  And it
                                  also speeds the transition on embracing and
                                  implementing the new generation d products,
                                  for our sales team and for our customers
                                  around the globe.

                                  And just as we embrace these products, we
                                  continue our focus on our core data and
                                  Internet initiatives and our international
                                  sales growth.  In fact today in global
                                  accounts, frame relay, ATM, Private Line
                                  and Dedicated Internet represent over 80%
                                  of our new acquisition sales.  If you look
                                  back a few years ago, that would have been
                                  about 50/50, but 80% and growing are data
                                  initiatives for our largest customers
                                  around the world.  And as our customers
                                  continue to move more towards a digital
                                  world, we have the industry-leading


                                     -53-

<PAGE>

                                  products and services to support their
                                  requirements.

                                  We're also seeing a growing trend among
                                  these large multi-national corporations, to
                                  not only purchase data and Internet
                                  network, but to outsource the management of
                                  those networks to companies like WorldCom.
                                  At WorldCom we have a global solutions
                                  organization that has over $1 billion in
                                  revenue today, with this type of managed
                                  and professional services.

                                  Global services extends our capabilities to
                                  support customer networks beyond the
                                  network and into the management of their
                                  equipment, of their worldwide reach, and in
                                  many cases their personnel, to provide a
                                  turnkey managed services for their
                                  offering.  And due to the growth in this
                                  area, we're continuing to increase our
                                  support in Europe and Asia Pac to take
                                  advantage of these opportunities for
                                  customers' headquartered around the world.

                                  In addition, at the same time we're focused
                                  on our core initiatives, we are investing
                                  in the new major initiatives that Brian
                                  spoke about.  For example, in Hosting, we
                                  already have 150 fully trained up to speed
                                  sales specialists to support all of our
                                  sales channels around the world for the
                                  hosting opportunities.  In VPN, we have
                                  over 350 trained sales experts to support
                                  the over 5,000 sales personnel selling
                                  today business opportunities.

                                  Another natural extension for our sales
                                  force and our expertise is moving into the
                                  Web based call centers, translating our
                                  expertise in call centers as a company, and
                                  turning that into new applications for
                                  e-business, e-commerce, for our customers,
                                  and providing that specialty sales support
                                  from our field-based teams.



                                     -54-

<PAGE>

                                  In order to do this, training is a critical
                                  component today, and going forward.  And
                                  that's why we've implemented a web-based
                                  training program, with today over 30
                                  courses tied to our core and our generation
                                  d initiatives.  We have programs such as
                                  routing protocols, security concepts, IP
                                  VPN, and this year, by the end of this
                                  year, our representatives will have
                                  completed over 76,000 web-based courses,
                                  passed the certification testing, and move
                                  on to the next generation of courses we're
                                  providing.  We'll have over 60 courses on
                                  this web-based system through the first
                                  half of next year.

                                  As I mentioned earlier, we continue to grow
                                  our core and new initiatives around the
                                  world.  We'll continue to expand our
                                  applications as we open new markets, and
                                  add in each of our customer sales channels.
                                  And even in countries today, where our
                                  company owned and operated network doesn't
                                  reach, we still have our relationships with
                                  the PTT to provide services to over 200
                                  countries worldwide.  Literally, everywhere
                                  our customers are, we provide end to end
                                  services and total contract management for
                                  our global offering.  As we expand our new
                                  countries and open them quickly, we lead
                                  with IP to get in very quickly, and launch
                                  our sales teams, and then add in the full
                                  complement of our data services.

                                  I hope I've given you a good overview of
                                  WorldCom's United States sales channels,
                                  our global account program, and how we've
                                  unified our sales approach with UUNET.
                                  We're not just planning this strategy-this
                                  is in place, being executed today.  Our
                                  sales teams are very customer focused and
                                  customer defined channels, and they're
                                  trained and continually updated on our core
                                  and enhanced service offering.  We're
                                  aggressively moving forward to embrace and
                                  sell quickly our hosting, VPN and Web
                                  centered product lines under generation d.

                                     -55-

<PAGE>

                                  Our approach is defined by our customers,
                                  our product support, and we're located
                                  around the world to sell these to them in
                                  each of our customer organizations.

                                  And now to tell you a little more about our
                                  sales teams and our growth initiatives
                                  internationally, let me introduce to you
                                  the president of international, Liam
                                  Strong.

Liam Strong                       Good morning.  WorldCom is now a major
                                  player in the high growth international
                                  market.  We have operating companies in 23
                                  countries, in every major economy, in
                                  Europe, Asia and Latin America, our own
                                  facilities, our own feet on the street,
                                  playing their part in providing the end to
                                  end global service that is the essence of
                                  the WorldCom proposition.

                                  This morning I can tell you we're on
                                  schedule in executing our international
                                  strategy.  I want to share with you how
                                  we're moving into the second phase of
                                  European development, to the way in which
                                  Europe is evolving as a fully deregulated
                                  market.  In Asia, I'll explain how we're
                                  implementing a somewhat different market
                                  strategy from Europe, since that region is
                                  deregulating country by country, with
                                  different time scales.

                                  Overall, our main priority in international
                                  is to continue to get closer to our
                                  customers, delivering more advanced
                                  products, and evolving our organization and
                                  its capabilities.

                                  Europe deregulated in January '98, and
                                  WorldCom's strategy for the 98-2000 period
                                  has been very clear.  We have a
                                  comprehensive set of broadband assets ready
                                  for service in the first half of '98 to
                                  support a Pan-European sales force, and to
                                  build a large customer base by selling end


                                     -56-

<PAGE>

                                  to end voice data and Internet services.
                                  We have executed that strategy.

                                  By the end of '99, WorldCom in Europe had
                                  built a backbone network connecting all
                                  European countries.  We had built 20 major
                                  city networks-we now have 26.  We had built
                                  four international networks in the UK,
                                  France, Germany and Belgium, and we built
                                  comprehensive data networks, 38 ATM nodes,
                                  and 22 ATM nodes.
                                  By Q4 2000, we will have deployed 845 sales
                                  people across Europe.  We have linked
                                  almost 15,000 buildings to our network, and
                                  most importantly, we have 150,000
                                  customers.  Of these customers, almost
                                  two-thirds are small businesses, companies
                                  with less than 100 employees.  These
                                  represent about 70% of Europe's telecom
                                  spend, at good margins.  We started
                                  building a dedicated sales and marketing
                                  unit for this sector in the second half of
                                  1999.  We now have 450 sales people, and we
                                  are continuing to expand.  We are adding
                                  between 17,000 and 20,000 customer support
                                  which represents a conversion rate of
                                  appointments to orders 33%.  We believe
                                  that in order to have a substantial and
                                  sustainable telecom business
                                  internationally, we must build share in
                                  each national small business sector.

                                  Europe is now moving into the first stage
                                  of maturity as a fully deregulated market.
                                  It's no longer sufficient to offer an
                                  alternative broad band network with
                                  international connectivity.  Many players
                                  are now building out a backbone, metro or
                                  access network.  It's not yet clear how
                                  many of these players have the financial
                                  staying power to build comprehensive
                                  European coverage.  In the last ten months,
                                  we certainly have seen a very visible
                                  slowing down in investment in builds.  It's
                                  unlikely that many will rival WorldCom's
                                  already installed Pan-European reach.
                                  However, it is clear that city by city,

                                     -57-

<PAGE>

                                  region by region, there are going to be a
                                  number of competitors offering simple
                                  bandwidth at very low prices.

                                  To meet this challenge we are constantly
                                  upgrading our products and services.  We
                                  still at this stage of deregulation have a
                                  series of enhanced voice services to launch
                                  across Europe in 2001.  Advanced Toll Free
                                  is our feature rich global call center
                                  product, with a consistent look and feel
                                  across Europe and the USA.  We will be the
                                  first company in Europe to offer a full
                                  feature set in national as well as
                                  international markets.  This is a $3
                                  billion market in Europe currently, and
                                  it's a big revenue opportunity for us in
                                  2001.

                                  Carrier pre-select and number portability,
                                  are services that the US takes for granted,
                                  but which European deregulation only allows
                                  us to offer in most countries for the first
                                  time in 2001.  Those products are important
                                  tools in taking small business customers
                                  away from the incumbent BTT.  In 2001,
                                  we're also working hand in glove with Brian
                                  Brewer and Bob Hartnett to launch the
                                  majors across their international network.
                                  IP VPN from Q1 onwards, initially for the
                                  corporate market, and then progressively
                                  into the small business sector.  In Europe,
                                  we expect the IP VPN market to be circa $2
                                  billion in 2004, which would put it at
                                  about 30% of the total world markets which
                                  Brian indicated earlier.

                                  We project the European hosting market to
                                  be worth around $5 billion in 2004, and we
                                  will launch the US hosting product
                                  progressively between Q 1 and Q3.  And as
                                  I've already mentioned, the traditional
                                  European call center market is currently
                                  worth $3 billion, and we will launch Web
                                  centers into this market from Q3, 2001.



                                     -58-

<PAGE>

                                  In 2001, we will continue to expand into
                                  the small business sector.  Our next target
                                  is very small companies, with no more than
                                  five employees.  Now this sector of small
                                  business generates about 40% of European
                                  telecom's revenue, and it's not cost
                                  effective to contact these customers
                                  through the direct sales organization.  So,
                                  we're testing a Web based customer
                                  acquisition approach, and our Web sales
                                  portal launches in the first half of 2001.

                                  And finally, we started around the middle
                                  of 1999 to move the European organization
                                  from a country based structure, ripe for
                                  the first phase of deregulation, to a
                                  Pan-European center.  We complete this
                                  shift in the last quarter of this year.
                                  The new structure, allowing sales and
                                  marketing with our target customer
                                  segments, and organizes service delivery
                                  and network management on a Pan-European
                                  basis, for scaleablity and cost efficiency.
                                  The European structure now mirrors
                                  precisely the US.

                                  It would be unrealistic to leave our
                                  business in Europe without touching on the
                                  challenges we face in what is turning out
                                  to be an extremely rapidly evolving market.
                                  Challenges we will no doubt also come to as
                                  Asia reaches this state of deregulation.

                                  Our overriding objective in Europe is to
                                  increase our share in data and Internet.
                                  And our biggest issue currently is finding
                                  and training staff capable of managing the
                                  more advanced enterprise products we plan
                                  to launch in 2001.  Competition for
                                  trained, data capable sales marketing and
                                  service staff is intense.  We interview
                                  about 200 potential candidates every week,
                                  through our own dedicated European
                                  recruitment center, which uses a Web based
                                  virtual recruitment process so we're able
                                  to interview across Europe in a range of
                                  languages.

                                     -59-

<PAGE>

                                  Secondly, we see the pressure on pricing
                                  pretty intense in the voice sector in 2000,
                                  shifting to data in 2001.  A lot of
                                  bandwidth financed during the first phase
                                  of deregulation in 1998 hits the market in
                                  2001.  And this will take, we think,  about
                                  a year to work through the marketplace, and
                                  undoubtedly, it will add to pressure on
                                  pricing in 2001.

                                  Through most of this year, as Scott
                                  indicated in his presentation, the strong
                                  dollar, the sterling and euro exchange
                                  rate, has meant that we've had to work
                                  quite a bit harder to maintain our
                                  sequential growth in dollars quarter over
                                  quarter.  The impact of this continues, in
                                  fact somewhat accelerating adverse exchange
                                  rate will be most marked in the last
                                  quarter of this year.

                                  Finally, the high level of growth we've had
                                  in Europe inevitably has put a lot of
                                  pressure on our back office systems.  We
                                  are now seeing in Europe that the quality
                                  of customer service is becoming a
                                  competitive differentiator.  And while we
                                  just got a leading industry award from
                                  customers in the UK for our quality of
                                  service, it is a constant effort to achieve
                                  end to end systems that put our people in
                                  control for the service, quality and cost.
                                  It's no accident that apart from our
                                  ongoing investment in network capacity, the
                                  only two areas where we will significantly
                                  increase CAPEX internationally in 2001 will
                                  be in product development and business mix
                                  improvement.

                                  If we now turn to Asia, we find a region
                                  some years behind Europe in terms of
                                  deregulation.  Australia, Japan and
                                  Singapore fully deregulated;  Hong Kong,
                                  Taiwan and Korea expected to fully
                                  deregulate in 2001.  But for the other
                                  major markets-India, China, Thailand,
                                  Indonesia and the Philippines, the

                                     -60-

<PAGE>

                                  timetable is not yet clear.
                                  Notwithstanding that, market growth in Asia
                                  continues to accelerate, and our strategy
                                  is to expand our network and services
                                  geographically behind deregulation.  We
                                  will not invest where the regulatory
                                  timetable is unclear.

                                  As each market does deregulate, we can
                                  offer progressively, Internet access and
                                  international data, followed by
                                  international voice and finally,
                                  international services.  In Europe, which
                                  liberalized in one go, all at one time,
                                  across every country, we immediately, in
                                  '97-98, built a high speed regional
                                  backbone and city networks.  In Asia, our
                                  infrastructure investment is guided by the
                                  state of deregulation, country by country.
                                  The key opportunities we are investing in
                                  currently are first of all data networks,
                                  to support Pan-Asian traffic, and 72% of
                                  all traffic stays within the region.
                                  Internet access services, since the number
                                  of Asian users and computers connected to
                                  the Web is growing exponentially across the
                                  region, and data centers, to serve the
                                  booming Internet sector.

                                  Unlike Europe, where we built our own
                                  cable, and since there were no deregulated
                                  systems available, in Asia we can buy
                                  regional cable capacity to support the
                                  intra-regional traffic.  And we also have a
                                  strong position on the new cables linking
                                  Asia to the US, with the US-Japan, US-China
                                  and US-Australia cables coming into service
                                  in 2001.

                                  This strategy is supporting strong growth.
                                  Here's a snapshot of our position today in
                                  the region.  We operate in 10 countries, a
                                  net increase of five since the beginning of
                                  2000.  We have the most Frame and  ATM
                                  nodes of any carrier, both in the region or
                                  externally; in Asia Pacific, 34 in total.
                                  We have city networks where regulation

                                     -61-

<PAGE>

                                  permits, currently in Australia and Japan.
                                  Singapore since April, 2000, also permits
                                  facilities based carriers, and we are
                                  building there currently.  Singapore is a
                                  good example of our ability to be first
                                  into a country just as soon as regulation
                                  permits.  We offered services on April
                                  first, which was the first day of
                                  deregulation.

                                  As of today in Asia, we have 237 sales
                                  people in the region.  Of  courcse,  Bob's
                                  global team is in addition to that.
                                  Average age is 28, highly educated, and I
                                  can honestly say the most aggressive sales
                                  team that I've ever had the privilege to
                                  work with.  The best indication of that
                                  ability is the fact that our customer base
                                  in Asia measure is doubling every 14 weeks.
                                  Asia is a terrific opportunity for
                                  WorldCom, and we believe we are very well
                                  placed among the new entrants to exploit
                                  it.

                                  In summary, we are on track to deliver
                                  WorldCom's growth plan internationally.  In
                                  Europe in 2000, we're laying the
                                  foundations for the next stage of growth,
                                  getting ever closer to our customers, and
                                  offering enhanced products and services.
                                  In Asia we're investing judiciously and
                                  carefully in data and Internet capability.
                                  Already off of a small base, we're
                                  experiencing explosive growth, and we see
                                  that trend continuing for some time to
                                  come.

                                  And now it's my pleasure to introduce Wayne
Huyard.

Wayne Huyard                      Good morning.  As this is my first time
                                  before you representing the new MCI, my
                                  intention today is to explain our structure
                                  and purpose, our goals and objectives, our
                                  opportunities and risks, and our key
                                  strategies.  Let me tell you straight away
                                  what I'm here to say.

                                     -62-

<PAGE>

                                  It's this:  of all the things that we do at
                                  MCI, now and in the future, if it makes
                                  money we'll keep doing it, and if it
                                  doesn't and it can't, we won't.  And as we
                                  look beyond what we already do, we'll
                                  proceed and invest in a low risk,
                                  calculated fashion to defend, extend and
                                  expand cash flow over time.  Today begins a
                                  future of hard work, and a single direction
                                  toward a clearly defined purpose:  to
                                  generate cash to support dividends and
                                  retire debt.  And to this we'll apply all
                                  of our capital, both human and financial.
                                  Cash inflows will be generated by an
                                  orchestrated effort to create and keep high
                                  yield customers.  Cash outflows will go to
                                  dividends and debt.

                                  Our first objective is to maintain cash
                                  flow.  Every strategy and tactic will serve
                                  it.  We'll start by optimizing every
                                  resource to maximize operating margins.
                                  We'll rank every product, every program,
                                  every customer, and every customer cohort,
                                  and we'll cut or prune as appropriate.  And
                                  established businesses will drive costs
                                  down, and we'll stabilize overall and per
                                  customer margins by managing pricing.  Here
                                  we'll establish and maintain rates that are
                                  rational and healthy and beneficial for
                                  all.

                                  The more challenging objective, frankly,
                                  will be to extend those cash flows
                                  indefinitely.  Scale and technology driven
                                  efficiencies will be an immediate and
                                  ongoing focus, and calculated steps will be
                                  taken to expand product scope, to capture a
                                  greater share of the consumer wallet and
                                  the business budget.  And we'll make debt
                                  repayment a top priority.

                                  There are essentially five business units
                                  that will underpin the new MCI.  They are
                                  mass markets, wholesale, Skytel, Internet
                                  dial and alternate channels.  Mass Markets
                                  is essentially the consumer and small

                                     -63-

<PAGE>

                                  business long distance operation from the
                                  original MCI.  It's approximately $9
                                  billion in annual revenue, 23 million
                                  customer relationships, a strong sales and
                                  marketing capability, which includes
                                  operations in 25 call centers across the
                                  country.  And it's the organization that
                                  has brought consumers brands, such as
                                  Friends and Family, 1-800 Collect, 5 Cent
                                  Sundays, and 10-10-220.

                                  Wholesale is over $4.5 billion in annual
                                  revenue, with approximately 1,000 customers
                                  using both switched voice and data
                                  services.  Internet dial is approximately
                                  $1.5 billion a year, and IP dial services
                                  provided to about 100 customers on a
                                  private label basis.  Skytel is a premiere
                                  messaging company, with about $600 million
                                  a year in revenue, with a base of about 1.5
                                  million customers, including 70% of the
                                  Fortune 500.  Alternate channels is $1
                                  billion in annual revenue, and includes
                                  sales agents and affiliates, small business
                                  direct sales, and pre-paid calling cards.
                                  All five businesses operate in challenging
                                  markets, yet opportunity exists.

                                  Mass markets holds the dominate revenue
                                  position in MCI.  Third quarter revenue for
                                  mass markets is approximately $2.2 billion,
                                  representing nearly half the revenue for
                                  MCI, with EBITDA of $750 million of the
                                  $1.1 million in total third quarter EBITDA.
                                  And wholesale is next largest, with $1.2
                                  billion in third quarter revenue,
                                  generating $200 million in third quarter
                                  EBITDA.

                                  Given it's size and contribution, Mass
                                  Markets serves as a cornerstone for the new
                                  business enterprise, and very much
                                  determines the financial performance of
                                  MCI.  It's marketing strength lies in
                                  opportunistic, creative, fast execution.
                                  Mass Markets has a rich history of
                                  expanding margins, with 25% expansion in

                                     -64-

<PAGE>

                                  per customer profitability since 1997,
                                  based on operating efficiencies, success in
                                  the intra lata market, and increased
                                  customer size through partnership programs.
                                  And for the past three years, Mass Markets
                                  has grown revenue far faster than all
                                  competitors combined.

                                  While AT&T's challenges in the consumer
                                  long distance market are well documented,
                                  and RBOCs are beginning to gain entry into
                                  this market, we'll take more than one full
                                  point of revenue market share in the year
                                  2000, ending with over 20% revenue share in
                                  long distance.  At $8 billion in consumer
                                  long distance, we're still a relatively
                                  small player in this $75 billion consumer
                                  wire line market.  And we believe it
                                  represents opportunity to exploit our
                                  existing customer relationships, and
                                  leverage our sales and marketing strength,
                                  while still achieving the overall MCI
                                  objective of maximizing cash.

                                  Our strategies for long distance -- to
                                  stabilize rates -- which we have done by
                                  launching a new portfolio of products on
                                  August 1 that will stabilize rates going
                                  forward.  New entrants are also pricing
                                  rationally, and furthermore, the reduction
                                  of access rates for long distance have
                                  found their way to consumers, and will soon
                                  cease to impact the market pricing as they
                                  have.

                                  In addition to pricing, in a rational way,
                                  we'll work to diversify revenues in the
                                  future as we have in the past, with
                                  services like 1-800-Collect and 10-10-220.
                                  And through a continued focus on
                                  partnership programs, which now account for
                                  50% of all consumer minutes.  And despite a
                                  shrinking long distance market, it's our
                                  goal to increase market share, if we can do
                                  so while achieving our primary charter, our
                                  primary purpose.


                                     -65-

<PAGE>

                                  Our strategy in local, to defend and extend
                                  profit.  It's that simple.  We'll invest in
                                  building the state entry capabilities, and
                                  where it's profitable, we'll enter.  Where
                                  it's not, we'll use it only as necessary to
                                  optimize overall cash and margins in that
                                  space.  It's very much our desire to
                                  participate in local, but we'll only do so
                                  where that serves our charter, so we're
                                  urging the FCC to create a vibrant,
                                  competitive consumer local market, by
                                  insuring first and foremost wholesale
                                  pricing that is just and reasonable.

                                  Where we are participating in local today,
                                  we're winning.  Let's just take a quick
                                  look at New York.  We entered New York in
                                  April of 1999 utilizing UNEP, and Verizon
                                  entered 8 months later, in January of this
                                  year.  Not only have we been able to pick
                                  up 420,000 local customers, representing 7%
                                  market share in Verizon territory, we were
                                  able to grow net long distance customers by
                                  300,000 on the same pace that we gained net
                                  long distance customers prior to Verizon's
                                  entry.  Today, a full 30% of our New York
                                  customers use us for both local and long
                                  distance service.

                                  While I don't plan to speak to other
                                  organizations in MCI at any level of detail
                                  today, I do wish to share the general
                                  strategy for all of them.

                                  Put simply, cash flow is king, and all of
                                  our energy will be applied to defending,
                                  expanding and extending it.

                                  We'll be quick to restructure, both on
                                  profitable accounts and channels.  We'll
                                  recognize pricing opportunities wherever
                                  they exist, and of course, we'll continue
                                  to pursue operating synergies, and overall
                                  efficiencies.

                                  To be clear, and I hoped have been, our
                                  priority is cash.  We'll be guided by that

                                     -66-

<PAGE>

                                  single, clearly defined purpose.  Now I'd
                                  like to invite Bernie and Scott up to the
                                  stage for questions and answers.

Question                          Today you've spoken a lot about Web hosting
                                  and the importance of managed hosting to
                                  your business and that Digex will play a
                                  large role in that.  My question is, if the
                                  Intermedia transaction is postponed, will
                                  you still hold your shareholder vote?

Bernie Ebbers                     Mike Salsbury - that's our general counsel
                                  and can answer that more accurately than I
                                  can.

Michael Salsbury                  I'm not sure why we would be postponing the
                                  transaction.  We don't see any hangups in
                                  the regulatory approval process.

Question                          In terms of the Digex shareholders lawsuit
                                  right now to get a preliminary injunction
                                  to be held November 29.  Obviously that
                                  could hold up this whole process.
                                  Obviously I know your view right now is
                                  that that will not hold up the process, but
                                  if it were, for whatever case, to hold up
                                  this process, would you still have the
                                  shareholder vote?

Bernie Ebbers                     Mike, we will address that issue when it
                                  comes to the point where we have to.  We
                                  certainly don't expect that to occur.

Question                          You talked in the beginning about the
                                  potential at a later date of depending on
                                  the regulatory environment, and how these
                                  things trade, but I'm curious if you can
                                  kind of lay that out, how that would look,
                                  because I guess from my perspective, it
                                  seems like it would be rather difficult to
                                  do a physical spin off, especially on the
                                  wholesale side.  Maybe the consumer side
                                  might work with the right kind of transfer
                                  pricing, but can you just elaborate on the
                                  logistics and the regulatory issues of
                                  doing a spin at a later date?


                                     -67-

<PAGE>

Bernie Ebbers                     Well, there are a couple of regulatory
                                  issues that have to be addressed.  One is
                                  that the PICC has to be changed.  That's a
                                  significant issue, because I guess we could
                                  get a universal slamming complaint or
                                  something like this.  That's one of the
                                  issues.  There are some state issues with
                                  respect to regulatory and so on, but those
                                  are issues that, if we decide we end up
                                  wanting to spin off, which we certainly
                                  haven't completely resolved that yet, we'll
                                  address over time.

                                  But I do not see any difference in the spin
                                  out of wholesale as opposed to consumer.
                                  They are, together, the business units that
                                  are being put in MCI, are together within
                                  WorldCom completely separate operating
                                  units.  They have, for years, had their own
                                  P&L statement and so on.  The only thing
                                  that could affect wholesale would be the
                                  price at which they buy service from
                                  WorldCom, and by virtue of the nature of
                                  trackers, you have to have some independent
                                  committee referee that so that both
                                  shareholders' interests are looked after.
                                  But I certainly don't see that as a
                                  significant issue going forward.

                                  In fact, if you did completely spin out MCI
                                  and it had wholesale in it, wholesale may
                                  negotiate a lower price with somebody else,
                                  if that were the case, over a period of
                                  time.  So you can't make those contracts
                                  indefinite, because you have to look out
                                  for the interests of the shareholders.  But
                                  I don't see that at all as an issue with
                                  respect to spin out.

Question                          Let's talk about pricing.  You have slashed
                                  these numbers 32 cents.  I haven't seen a
                                  price cut like that since last Wednesday.
                                  How you parse that out between the
                                  different units, and what is it exactly
                                  that's going on in pricing, and what's your
                                  strategy for responding?


                                     -68-

<PAGE>

Scott Sullivan                    The significant thing that I would say,
                                  Dan, is in May of 1999 we changed our major
                                  and national new acquisition rate by 25%.
                                  That drove a lot of revenue in the third
                                  and fourth quarter of last year, and it
                                  didn't impact the income statement because
                                  we had on-going synergies from MCI.  But
                                  what you're seeing this year, in the fourth
                                  quarter, and will continue into the first
                                  quarter, but will alleviate in the second
                                  quarter, is the tail end of that
                                  acquisition pricing.  In other words, where
                                  the embedded base of business in majors and
                                  nationals becomes priced similar to what
                                  your new acquisition rate is in the
                                  marketplace.

                                  We have seen no new change in pricing in
                                  that area since May of 1999, but it's been
                                  very painful going through the last few
                                  quarters of getting your embedded base down
                                  to that rate.  On consumer, it's driven by
                                  MCI every day.  More that 50% of the dial
                                  one base has moved to that, and it's been
                                  pretty dramatic in the third and fourth
                                  quarter.

                                  Earlier in the year, in the first and
                                  second quarter, we were able to keep these
                                  impacts from affecting the bottom line
                                  because we were still at the point of $100
                                  million sequential increase in cost savings
                                  on MCI.  In the third quarter, we had more
                                  than $170 million savings on access.
                                  Well, what's happening in the fourth
                                  quarter is you're really starting to get
                                  down to where your dial-one base is
                                  significantly on this MCI side - every day
                                  rate, and that is impacting profitability.

Question                          Does that subside next year?  Your guidance
                                  on the consumer side actually shows a
                                  slight improvement in the rate of change.

Scott Sullivan                    That pricing point that is already in the
                                  marketplace right now will continue to
                                  drive down EBITDA in 2001, as we showed on

                                     -69-

<PAGE>

                                  the consumer slide.  There are some actions
                                  that Wayne can take on the yield side that
                                  could be more positive.  But next year is
                                  going to be driven by the price points that
                                  were set in the marketplace this year on
                                  consumer.  On the wholesale side, it's a
                                  lot easier to fix.  That's account by
                                  account basis.  It's a lot easier to manage
                                  now that it's in the MCI business.

                                  We were in a situation where we could no
                                  longer manage in that business revenue
                                  growth, EBITDA growth and net income, and
                                  it makes sense, because it is a mature
                                  business, to run it from the cash
                                  perspective.

Question                          You've given us the earnings growth outlook
                                  for the new WorldCom.  What's the capital
                                  spending outlook?

Scott Sullivan                    The capital spending outlook for next
                                  year-it's about $500 million at the MCI
                                  tracker level, and the bulk of that is
                                  switching and consumer expenses.  When we
                                  look at 2001 in total, including that $500
                                  million, we're going to be about $8.2
                                  billion at the WorldCom level, and $500
                                  million at the MCI level.  And about $3
                                  billion in the data area, which is more
                                  than we spent this year.  That will be
                                  about $2.8 billion this year.

                                  Less in the local area; that will be about
                                  $2 billion next year, which this year will
                                  come in around $2.7 billion.  International
                                  will be about a couple hundred million
                                  less, just because we have achieved most of
                                  the network build that we're doing over
                                  there.  So it will be in the area of $1.5
                                  billion.  Then Internet, I would expect to
                                  be about the same as this year, with all
                                  the initiatives that John talked about.  It
                                  was $2.3 billion this year, and it will run
                                  about that next year.



                                     -70-

<PAGE>

                                  It is based, at the end of the day, on mix
                                  of revenue, but there are certain areas
                                  next year that we will not be spending on
                                  that we did this year.  We are effectively
                                  ahead of $9 billion when we expected to be
                                  $8 to $9 billion this year in collocation
                                  and modem deployment, and having duplicate
                                  spending on MIAP switches, the soft
                                  switches which Ron talked about, the same
                                  time that we continue to deploy class 5
                                  local switches, is impacting the year.
                                  Next year, as Ron mentioned, we'll start to
                                  get the benefit of MIAP and not having to
                                  spend on 5-5 local switches to the extent
                                  that we have this year, and it will start
                                  to take the pressure off that number.

                                  So we're going to have plenty of capital
                                  for growth.  We're not cutting back in any
                                  area that's going to affect growth.  But
                                  there's things like undersea cable
                                  facilities, where on short term contracts,
                                  it makes more sense to buy that rather than
                                  build that.  We're not going to put anyone
                                  into business with any long term contracts.
                                  There's some very good, short term flat
                                  rates where it's more cost effective to buy
                                  it from a vendor.

Question                          I'm a little confused about the handling of
                                  the debt in the new entity.  Am I to
                                  understand that the debt is going to stay
                                  at the consolidated parent company to try
                                  to maintain your credit quality, and then
                                  the $6 billion will be inter-company loan
                                  to MCI?  And then, why the focus on
                                  repaying debt at MCI when it appears that
                                  the other side of the house is going to be
                                  borrowing to fund future growth?  Do I
                                  understand that correctly?

Bernie Ebbers                     Yes, you do.

Question                          So the overall debt position of the
                                  consolidated entities, you will be adding
                                  debt to fund future growth?


                                     -71-

<PAGE>

Bernie Ebbers                     As a matter of principle, by and large,
                                  we're going to be spending our cash flow in
                                  the data division, and paying down
                                  allocated debt in the MCI division.

Question                          Can you talk about the absolute growth in
                                  data tracking, and how it relates to
                                  revenues?

Scott Sullivan                    Data growth today is in the range of 23 to
                                  26%.  We have a phenomenal, if you look at
                                  it, mix of data revenue.  About one third
                                  of it is local; one third is frame and ATM;
                                  and a little bit less than 20% is private
                                  line.  There's private line pressures on
                                  major city routes-New York to Los Angeles;
                                  Atlanta to New York, those types of routes.
                                  So that is being impacted.  But one of the
                                  things that you have to remember is we have
                                  a very far reaching network.  Less than 50%
                                  of our private lines run on major city
                                  networks.  We get a lot of revenue growth
                                  in the San Antonios, the Dallas, off of the
                                  major cities.  So you're getting some
                                  pressure that is continuing on the private
                                  line side on the major city routes.

Question                          I guess my question really is, is there any
                                  slow down in the overall industry?

Scott Sullivan                    If you're talking Internet specific-I was
                                  talking data component excluding IP-no,
                                  that number tends to bounce around.  It's a
                                  very high growth item for us, so it can
                                  bounce anywhere from 40 to 50 to 70.  It
                                  was 59% in the fourth quarter, 53% in this
                                  last quarter.  But we expect to see it in
                                  the 40 to 50 range, and higher towards that
                                  range.  There's no slow down in that area.


Bernie Ebbers                     That's dedicated Internet.

Scott Sullivan                    Yes, on the dial side, there has been slow
                                  down, pricing and everything that we've
                                  gone through, and it grew 5% in the
                                  quarter.

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Question                          Your new guidance takes $0.35 out of
                                  WorldCom tracker earnings for investment in
                                  growth.  I'm not exactly clear on what
                                  you're spending on here that you had not
                                  intended to in your original budgeting.

Scott Sullivan                    It's a combination of two things.  You have
                                  revenue in the fourth quarter, consolidated
                                  company that is projected to be in the 7 to
                                  9% area, versus being in the 11 to 12%
                                  area.  At the same time, you have no slow
                                  down in expenses towards the growth area.
                                  You have a pick up significantly in the
                                  area of generation d:  product marketing
                                  costs, customer care costs, information
                                  costs, product development.  That's $0.04
                                  right there of additional spending in the
                                  fourth quarter.

                                  In addition to that, MMDS is diluting us
                                  more than what we anticipated, and that's
                                  $0.02 in the fourth quarter.  And we're
                                  being impacted by the environment that
                                  we're in today - cash versus retention - in
                                  terms of cash retention vehicles is
                                  impacting the fourth quarter, will impact
                                  next year, and that's about $0.01 to $0.02.
                                  And the same goes for health and welfare
                                  benefits, where we were scheduled to make a
                                  reduction this year, but we're not going to
                                  do it based upon the rest of the employee
                                  benefit package.

Question                          This summer you realigned your sales force
                                  to eliminate all of the channel conflicts
                                  between UUNET, MFS and WorldCom.  Can you
                                  elaborate on how that process is going and
                                  whether or not it's increased sales force
                                  and/or customer churn at all?

Bob Hartnett                      You are correct, we aligned UUNET with our
                                  mainstream sales organization.  But keeping
                                  their focus, that was 1,000 reps that went
                                  through, that had the pure IP, dedicated
                                  IP, hosting, VPN experience.  And it ties
                                  back to what John Sidgmore said about a lot
                                  of the growth historically has been on pure

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                                  Internet service, application service,
                                  providers, dot-coms.  With the advent of
                                  virtual private networking, we're seeing
                                  much more commercial applications.

                                  What we're doing now, I called it a unified
                                  sales approach, is leveraging WorldCom's
                                  feet on the street in every customer
                                  channel around the globe, and the vertical
                                  focus on IP services, both on dedicated
                                  Internet and in the advanced services
                                  through those accounts.

                                  So in global accounts, that organization
                                  has been in place with teams for the last
                                  couple of years, because that's how those
                                  customers want to buy, and
                                  organizationally, it's been in place since
                                  June.  And then in our small and medium
                                  enterprise in corporate that I talked about
                                  that we have in the US and throughout the
                                  world with Liam, we are lining up those
                                  initiatives right now.  So as we launch
                                  into 2001, especially with the new growth
                                  areas, UUNET will provide that expertise in
                                  hosting, VPN and high level network
                                  applications on Internet into the
                                  commercial marketplace.  So it's really a
                                  bridge into the commercial marketplace that
                                  was much more of a vertical ISP/ASP and
                                  some Internet access that's moving into a
                                  commercial networking environment.

                                  I think it's going very, very well.  The
                                  teams are terrific.  I've met with most of
                                  the UUNET teams around the world, and I
                                  think everybody sees the direction because
                                  that's where our customers are going.  So I
                                  think it's going very well, and we're in
                                  the final stages right now to line it all
                                  up to enter 2001.

Question                          Could you just give us a sense of
                                  explicitly your Brazil strategy,
                                  particularly with Embratel.  You run
                                  separately these UUNET operations in


                                     -74-

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                                  Brazil..  How do you plan to coordinate
                                  that?

Bernie Ebbers                     Well, let me tell you that we've had some
                                  discussions about that this week.  When we
                                  acquired our interest in Embratel we
                                  expected that Embratel would be the basis
                                  for all of our expansion in South America.
                                  And we are going to reestablish that
                                  principle.

Question                          You talked about the data pricing pressure
                                  in Europe - I was wondering how that looks
                                  in America?  Number Two, a lot of people
                                  like Genuity, Level 3, Qwest, say your
                                  network is yesterday's network.

Bernie Ebbers                     Ron made it very clear about the quality of
                                  our network versus the claims of others.

Ron Beaumont                      Remember that we are one of the largest
                                  networks in the world.  Therefore, we have
                                  the buying power second to none.  And with
                                  all the things I talked about we're
                                  installing, the hyper and the new
                                  technology and  soft switches, and
                                  multi-services switches, larger routers,
                                  OC-192 backbone.  But when all that is
                                  occurring, we're pulling the old equipment
                                  out of the network.  So we turn that
                                  equipment over relatively quickly, so our
                                  network is state of the art throughout the
                                  network.  It's just that we have to do a
                                  little more work than a Level Three or
                                  Qwest, because if you don't have customers,
                                  you don't have to groom them up into the
                                  new networks.  So it's a lot easier when
                                  you don't have customers to build networks
                                  and run them.  But we pull out the old
                                  stuff, put in the new stuff, and we have a
                                  price point that no one can match.  Level
                                  3, Qwest do not have the ability to
                                  maintain the unit cost that we have.

Question                          My question is, is there data pricing
pressure in the US?


                                     -75-

<PAGE>

Bernie Ebbers                     Absolutely.

Question                          The final question is on your wireless
                                  strategy for larger corporate accounts.
                                  What is that strategy, and does Nextel look
                                  more interesting to you at these prices?

Bernie Ebbers                     No, it does not.  Let me tell you, our
                                  wireless strategy is not changed.  We do
                                  not run into corporate accounts asking for
                                  wireless pricing or wireless service in
                                  conjunction with their general RFPs.  We
                                  have not run into that.  I think it's
                                  evident from what you see happening in the
                                  marketplace, the last integrated wireless
                                  unit into a major company in the United
                                  States has just been separated out in a
                                  combination of wireless operation of SPC
                                  and Bell South.  And now there is no major
                                  company in the United States-AT&T is going
                                  to spin their wireless out-that has an
                                  integrated wireless component in their base
                                  business.

                                  And we know that because of our
                                  distribution capabilities that we have
                                  demonstrated-you notice on a lot of the
                                  wireless reports now that the subscribers,
                                  they put "and affiliates," who's selling
                                  the revenue for them or the units for them.
                                  So I'm thankful some of that is us.  And we
                                  are growing very rapidly in the resale
                                  business, as happened in this industry.
                                  Resale is given a free competitive
                                  environment, free of FCC intrusion, and
                                  generally works in a very competitive model
                                  and works to our satisfaction over a period
                                  of time.  And we expect to continue the way
                                  we have been doing.

Question                          I was hoping you could talk about pricing a
                                  little more.  One of the comments made
                                  during the presentation was that you can't
                                  fight gravity, and one of the reasons we've
                                  seen such terrible negative revisions not
                                  only your earnings, but everyone else's, it
                                  seems, is that pricing keeps falling.  Is

                                     -76-

<PAGE>

                                  there any structural support mechanism, or
                                  any level at which pricing will stop
                                  falling, or are we going to see perpetual
                                  negative revisions in this industry?

Bernie Ebbers                     I would suggest that it depends on the
                                  conduct of others, to a large degree.  In
                                  the consumer pricing, the MCI side of the
                                  pricing, I think Wayne would support
                                  that-when was the last price increase,
                                  Wayne?  August 1st, the first time in the
                                  history of MCI in the consumer business
                                  that our subscription product had an
                                  increase.  And we are very pleased that
                                  that has not had a significant detrimental
                                  effect on our productivity.

                                  I think there will become more
                                  rationalizations in this.  Brian Brewer
                                  talked about in his presentation how we are
                                  going to approach that on the business
                                  side.  What has happened is-I'll give you
                                  an example.  This is how crazy it gets
                                  sometimes, but I think people are going to
                                  come to their senses over this period of
                                  time.  We bid on an account, on K-Mart, and
                                  we went through the RFP process.  And the
                                  RFP process is supposed to have a sense of
                                  integrity to it.  You bid.  They tell you
                                  that if you win the bid, you're going to
                                  get the business.

                                  We won the bid, fair and square.  The CFO
                                  and CIO called us and said, "You have won
                                  the bid."  About three days later, we got a
                                  call back from them and said that they had
                                  received a personal phone call from Mr.
                                  Armstrong, who said, "If you'll not leave
                                  us, I'll give you $5 million less than
                                  whatever WorldCom's bid was."
                                  Well, I said, "Well, I won't quit," never
intending to take the             business, just trying to figure out what
                                  would happen.  And so I said, "I'll go back
                                  and quote $2 million less than him."  Now I
                                  have to tell you that when we get there
                                  we're below profitability.  Well, they
                                  lowered their bid again, just blindly.  And

                                     -77-

<PAGE>

                                  I wanted our people to go back again and
                                  lower it again, just so we could set an
                                  example here, but because they had given up
                                  their integrity in the RFP process, we
                                  never would have taken the business.  We
                                  would have got the price down and then told
                                  them we don't want the business.

                                  But that's what has happened occasionally
                                  in our industry.  And I think that people
                                  that have a little better sense are going
                                  to see that that's a no-win situation for
                                  everybody.  And as Brian talked about, our
                                  process for reviewing contracts-we used to
                                  do everything we could to get people to
                                  sign a long term contract, only to have
                                  them not be real meaningful.  So we are
                                  just putting 1000% more effort in
                                  judiciously making decisions on every
                                  account that we have under contract, to see
                                  how this thing prevails.  But I believe
                                  that we're going to get substantial
                                  stabilization in rates, and potential for
                                  some realistic increases.

Question                          You mentioned in your remarks that with the
                                  benefit of hindsight, some of the assets
                                  you acquired during the growth phase of
                                  WorldCom are maybe assets you should have
                                  looked to dispose of at some point.  As you
                                  look at the two new companies going
                                  forward, do disposal of assets play any
                                  part in your thinking?  And conversely, as
                                  you look at the growth objectives you want
                                  each company to achieve, does the
                                  acquisition of assets play any part, or can
                                  those two companies do what you want them
                                  to do effectively with their own internal
                                  resources?

Bernie Ebbers                     Let me talk first about the MCI side.
                                  There are some assets that have been
                                  assigned to Wayne in the MCI side that we
                                  will have to make judicious decisions
                                  about.  Prepaid, for example.  I don't know
                                  if we'll stay in that business or not at
                                  this point in time, but we certainly won't

                                     -78-

<PAGE>

                                  unless it has a positive cash impact.
                                  That's one of the beautiful things about
                                  operating to generate cash.  There may be
                                  little pieces, like the agent business, or
                                  some of the other things like that.  What
                                  is the pricing structure going to be longer
                                  term in wholesale, and that type of thing.
                                  But we do not see any of those issues in
                                  what is left in WorldCom.

                                  Now, if you're asking is WorldCom going to
                                  be an acquirer, we would very much like to
                                  look at-you have to keep in mind, we have
                                  to operate within the givens of our
                                  livelihoods here.  We cannot make Internet
                                  acquisitions.  In the failed merger attempt
                                  with Sprint, the Justice Department
                                  determined within a gnat's hair that we
                                  were close to dominance.  So whenever we do
                                  something, we are closely scrutinized as to
                                  whether it increases the backbone.  We have
                                  to grow that ourselves from now on.

                                  But there are a significant number of our-I
                                  don't want to name them, because we're
                                  looking at several of them.  There are a
                                  significant number of what I'm going to
                                  call generation d enhancers, that may be
                                  small start up companies, may be non-public
                                  companies.  Digex is an example, but a much
                                  bigger example than most of them, in that
                                  Digex gave us a 12 to 18 month head start
                                  in a piece of the business we think is
                                  absolutely critical.

                                  When we get to content distribution and
                                  some of these other things, there may very
                                  well be some opportunities that we could
                                  take advantage of, given our stock price
                                  gets a little better, that we could take
                                  advantage of in either smaller companies
                                  that have employee expertise, that can
                                  contribute to our generation d initiatives.
                                  But that would be the focus of what we do.

Question                          Strange as it sounds, I'd like to
                                  congratulate you for taking the blame for

                                     -79-

<PAGE>

                                  what's happened, for drawing the EPS down
                                  to the bottom line, so that can go through
                                  the stock within.  And for what you've done
                                  in New York, which I think means there is
                                  actually some future for the MCI piece.

                                  Having said that, last week I took down my
                                  numbers on AT&T to about half in 2001, but
                                  then cut them considerably further in 2002.
                                  We haven't really talked here about 2002
                                  for you guys.  As I do my mental arithmetic
                                  on the business section, it looks to me
                                  like between now and 2004, roughly $3
                                  billion in cash flow disappears in the
                                  business segment out of the voice piece and
                                  that means that the rest of the business
                                  has to grow something like 30% to make your
                                  15 to 17% EBITDA targets.  If there's
                                  something wrong with my arithmetic, I'd
                                  like to understand it.

Bernie Ebbers                     The capex that is being spent in MCI today
                                  is within $100 million or $150 million or
                                  so what they already spending.  It just
                                  hasn't been attributed to them that way.

Question                          Right, but I'm not talking about capex.
                                  What I'm talking about is the core new
                                  WorldCom business EBITDA projection growing
                                  15 to 17% between now and 2004.  Given what
                                  you said happens to the voice business
                                  means some very high growth rates in a
                                  period when the RBOCs will be entering this
                                  market.  And everything I've heard you say
                                  about a stable pricing environment,
                                  especially on the consumer, means that your
                                  cash flow is dying and theirs is protected.


Scott Sullivan                    I think you're being really harsh with $3
                                  billion on the voice business.  I can't
                                  think of a business account that provides
                                  $3 of profit on $7 of revenue.  We've got
                                  $7 billion of voice business left in the
                                  new WorldCom, and the margins aren't
                                  anywhere near the margins in the consumer
                                  business, albeit the consumer business is

                                     -80-

<PAGE>

                                  declining.  But if you got rid of $7
                                  billion, all of voice revenue, you wouldn't
                                  get rid of $3 billion of cash flow.  So I
                                  think that's harsh from an assumption of
                                  what will happen on the top line revenue,
                                  especially to the profitability of business
                                  voice.  It's real tight in some of Bob's
                                  areas and all the areas that Brian looks
                                  over, in terms of major nationals and
                                  globals and the smaller middle market.

                                  So I think it is very likely that we have
                                  14 to 16 top line growth in the group, and
                                  we are not projecting heroic margin
                                  increases.  The business is being driven,
                                  the data and IT, where you have better
                                  margins.  Not less margins than in the
                                  voice business. So I think we have been
                                  very diligent in terms of where we have set
                                  out the expectation.  If I had to do it all
                                  over again, we didn't want to every single
                                  quarter bring down the revenue expectation.
                                  It's been a frustration for us as much as
                                  for you.

                                  The worst thing that ever happened was in
                                  the third quarter of 1997, we grew at 12%.
                                  And we just grew at 12% in this latest
                                  quarter.  But between the third quarter of
                                  1997 and the third quarter of 2000, we went
                                  up to 19%, and everybody loves
                                  acceleration, but a lot of times what goes
                                  up does come down.  The 19% revenue growth
                                  in the third quarter of 1998 comprised a
                                  10% increase in voice revenue.  That just
                                  wasn't sustainable.  And there were some
                                  low quality drivers that drove that voice
                                  revenue, and I think we are taking a
                                  completely reversed action today in terms
                                  of what we're looking at, in terms of
                                  growing the business, and the exposure we
                                  have remaining in the WorldCom unit to the
                                  voice business.

                                  So the attempt here is to reset the table,
                                  not to constantly get back here each
                                  quarter after quarter after quarter.  I've

                                     -81-

<PAGE>

                                  got to tell you, if we had a crystal ball
                                  and we could have seen it two years ago go
                                  up to 19% and come down to 12%, we would
                                  have been a lot better with guidance in
                                  terms of what we gave you.

Question                          If you felt that the stock price is
                                  bottoming here, I might expect to see
                                  WorldCom buying back its own shares.  Can
                                  you comment on why there hasn't been any
                                  initiative on that front?

Scott Sullivan                    At this point it's not been something that
                                  we've openly talked to the board about, so
                                  we would talk to them before we said
                                  anything in this meeting.  At the same
                                  time, I'll also tell you that we will
                                  balance our credit ratio against anything
                                  that we ever brought to the fore, but I
                                  think that's premature to comment on that.

Question                          You had four phases for your voiceover IP,
                                  all coming due within about a year.  Is
                                  that something where a customer would go
                                  through all four phases, and might not that
                                  be a little difficult?

Ron Beaumont                      That is not the case.  I brought you
                                  through the four phases of the development
                                  of managed voiceover IP.  We took two beta
                                  customers through that phasing.  When we
                                  get to phase four, which is available in
                                  the first quarter of 2001, that is a fully
                                  developed product.  Customers will go in
                                  with a full suite of features and
                                  functionality.

Bernie Ebbers                     Thank you very much.  We very much
                                  appreciate your attendance here today.  Let
                                  me tell you again that we feel very
                                  confident that we have set the bar at a
                                  very achievable, sustained rate over the
                                  next few years.  We look forward, the next
                                  time we meet, to having an environment
                                  where we have something positive to think
                                  about, and not go through this again.


                                     -82-

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                                  We certainly thank you for your
forbearance.














































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