0000903423-05-000189.txt : 20120628 0000903423-05-000189.hdr.sgml : 20120628 20050303161728 ACCESSION NUMBER: 0000903423-05-000189 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050303 DATE AS OF CHANGE: 20050303 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCI INC CENTRAL INDEX KEY: 0000723527 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 581521612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36706 FILM NUMBER: 05658183 BUSINESS ADDRESS: STREET 1: 500 CLINTON CENTER DRIVE CITY: CLINTON STATE: MS ZIP: 39056 BUSINESS PHONE: 6014605600 FORMER COMPANY: FORMER CONFORMED NAME: MC INC DATE OF NAME CHANGE: 20040420 FORMER COMPANY: FORMER CONFORMED NAME: WORLDCOM INC DATE OF NAME CHANGE: 20000501 FORMER COMPANY: FORMER CONFORMED NAME: MCI WORLDCOM INC DATE OF NAME CHANGE: 19980914 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HELU CARLOS SLIM CENTRAL INDEX KEY: 0001080910 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ALTRIA GROUP INC STREET 2: 120 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 525556254946 MAIL ADDRESS: STREET 1: PASEO DE LAS PALMAS 736 CITY: MEXICO CITY STATE: O5 ZIP: 11000 SC 13D 1 slimmci-13d_0302.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.________)* MCI, Inc. (the "Issuer") -------------------------------------------------------------------------------- (Name of Issuer) Shares of common stock, $.01 par value per share, of the Issuer ("Common Shares") -------------------------------------------------------------------------------- (Title of Class of Securities) 552691206 -------------------------------------------------------------------------------- (CUSIP Number) Rafael Robles Miaja Galicia y Robles, S.C. Boulevard Manuel Avila Camacho 24 Torre del Bosque Piso 7 Colonia: Lomas de Chapultepec Mexico City 11000, Mexico (5255) 5540-9225 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 3, 2005 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. (Continued on the following pages) (Page 1 of 45) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 552691206 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Carlos Slim Helu 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 43,447,684 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% (See Item 5) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 552691206 13D Page 3 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Carlos Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 43,447,684 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% (See Item 5) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 552691206 13D Page 4 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marco Antonio Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 43,447,684 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% (See Item 5) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 552691206 13D Page 5 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Patrick Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 43,447,684 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% (See Item 5) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 552691206 13D Page 6 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Maria Soumaya Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 43,447,684 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% (See Item 5) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 552691206 13D Page 7 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vanessa Paola Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 43,447,684 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7%(See Item 5) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 552691206 13D Page 8 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Johanna Monique Slim Domit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 43,447,684 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,447,684 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% (See Item 5) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 552691206 13D Page 9 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Carso Global Telecom, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,536,570 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 28,536,570 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,536,570 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% (See Item 5) 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 552691206 13D Page 10 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Telefonos de Mexico, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,620,055 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 25,620,055 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,620,055 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1% (See Item 5) 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 552691206 13D Page 11 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Controladora de Servicios de Telecomunicaciones, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,620,055 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 25,620,055 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,620,055 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1% (See Item 5) 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 552691206 13D Page 12 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Global Telecom LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,916,515 Common Shares (see Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 2,916,515 Common Shares (see Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,916,515 Common Shares (see Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% (See Item 5) 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 552691206 13D Page 13 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Grupo Financiero Inbursa, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,987,106 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 6,987,106 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,987,106 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% (See Item 5) 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 552691206 13D Page 14 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Inmobiliaria Inbursa, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,085,726 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 1,085,726 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,085,726 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% (See Item 5) 14 TYPE OF REPORTING PERSON* HC CUSIP No. 552691206 13D Page 15 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Promotora Inbursa, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,803 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 1,444,803 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,803 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% (See Item 5) 14 TYPE OF REPORTING PERSON* HC CUSIP No. 552691206 13D Page 16 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Banco Inbursa, S.A. Institucion de Banca Multiple Grupo Financiero Inbursa 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,600,000 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 2,600,000 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,600,000 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% (See Item 5) 14 TYPE OF REPORTING PERSON* BK CUSIP No. 552691206 13D Page 17 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Inmobiliaria para el Desarrollo de Proyectos, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,856,577 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 1,856,577 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,856,577 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% (See Item 5) 14 TYPE OF REPORTING PERSON* HC CUSIP No. 552691206 13D Page 18 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Inmobiliaria Carso, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,643,468 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 6,643,468 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,643,468 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1% (See Item 5) 14 TYPE OF REPORTING PERSON* HC CUSIP No. 552691206 13D Page 19 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Orient Star Holdings LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,643,468 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 6,643,468 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,643,468 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1% (See Item 5) 14 TYPE OF REPORTING PERSON* OO CUSIP No. 552691206 13D Page 20 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) U.S. Commercial Corp., S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,280,540 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 1,280,540 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,280,540 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% (See Item 5) 14 TYPE OF REPORTING PERSON* HC CUSIP No. 552691206 13D Page 21 of 45 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Commercial LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,280,540 Common Shares (See Item 5) WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 1,280,540 Common Shares (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,280,540 Common Shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% (See Item 5) 14 TYPE OF REPORTING PERSON* OO Item 1. Security and Issuer. This statement relates to the shares of common stock, $.01 par value per share (the "Common Shares") of MCI, Inc. (the "Issuer"). The address and principal executive office of the Issuer is 22001 Loudoun County Parkway, Ashburn, VA 20147. Item 2. Identity and Background. This statement is filed pursuant to Rule 13d-1(e) under the Securities Exchange Act of 1934, as amended (the "Act"), by the persons listed below (the "Reporting Persons"). (1) Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the "Slim Family"), each of whom is a Mexican citizen. The members of the Slim Family directly and indirectly beneficially own a majority of the outstanding voting and equity securities of each of Carso Global Telecom, S.A. de C.V. ("CGT"), Telefonos de Mexico, S.A. de C.V. ("Telmex"), Controladora de Servicios de Telecomunicaciones, S.A. de C.V. ("Consertel"), Global Telecom LLC, Grupo Financiero Inbursa, S.A. de C.V. ("GFI"), Inmobiliaria Inbursa, S.A. de C.V. ("Inmobiliaria Inbursa"), Promotora Inbursa, S.A. de C.V. ("Promotora"), Banco Inbursa, S.A. Institucion de Banca Multiple Grupo Financiero Inbursa ("Banco Inbursa"), Inmobiliaria para el Desarrollo de Proyectos, S.A. de C.V. ("IDP"), Inmobiliaria Carso, S.A. de C.V. ("Inmobiliaria Carso"), Orient Star Holdings LLC ("Orient Star"), U.S. Commercial Corp., S.A. de C.V. ("U.S. Commercial") and Commercial LLC. As a result, each member of the Slim Family may be deemed to share beneficial ownership of all Common Shares beneficially owned by these entities. (2) CGT, a sociedad anonima de capital variable organized under the laws of the United Mexican States ("Mexico"), is a holding company with interests in telecommunications and media companies. The Common Shares deemed beneficially owned by CGT are beneficially owned indirectly through its majority-owned subsidiary, Telmex, and its wholly-owned subsidiary, Global Telecom LLC. (3) Telmex, a sociedad anonima de capital variable organized under the laws of Mexico, owns and operates the largest telecommunications system in Mexico; it is the only nationwide provider of fixed-line telephony services and the leading provider of fixed local and long distance telephone services as well as Internet access in Mexico. The Common Shares deemed beneficially owned by Telmex are beneficially owned indirectly through its wholly-owned subsidiary, Consertel. (4) Consertel, a sociedad anonima de capital variable organized under the laws of Mexico, is a holding company with portfolio investments in various companies. (5) Global Telecom LLC, a Delaware limited liability company, is a holding company with portfolio investments in various companies. (6) GFI is a sociedad anonima de capital variable organized under the laws of Mexico. GFI is a financial services holding company. GFI owns all of the outstanding voting equity securities of several financial institutions organized in Mexico, including a broker-dealer, a bank, an insurance company and a surety bonding company. The Common Shares deemed beneficially owned by GFI are beneficially owned indirectly through its wholly-owned subsidiaries, Inmobiliaria Inbursa, Promotora, Banco Inbursa and IDP. (7) Inmobiliaria Inbursa, a sociedad anonima de capital variable organized under the laws of Mexico, is a holding company with portfolio investments in various companies. (8) Promotora, a sociedad anonima de capital variable organized under the laws of Mexico, is a holding company with portfolio investments in various companies. (9) Banco Inbursa, a sociedad anonima organized under the laws of Mexico, is a financial institution duly authorized by the Mexican Ministry of Finance and Public Credit ("Secretaria de Hacienda y Credito Publico") to render services as a banking institution in Mexico or abroad as permitted by applicable law. (10) IDP, a sociedad anonima de capital variable organized under the laws of Mexico, is a company engaged in the real estate business and has portfolio investments in various companies. (11) Inmobiliaria Carso, a sociedad anonima de capital variable organized under the laws of Mexico, is a holding company with portfolio investments in various companies, and is the sole member of Orient Star. The Common Shares deemed beneficially owned by Inmobiliaria Carso are beneficially owned indirectly through its wholly-owned subsidiary, Orient Star. (12) Orient Star is a Delaware limited liability company with portfolio investments in various companies. (13) U.S. Commercial, a sociedad anonima de capital variable organized under the laws of Mexico, is a holding company with portfolio investments in various companies, and is the sole member of Commercial LLC. The Common Shares deemed beneficially owned by U.S. Commercial are beneficially owned indirectly through its wholly-owned subsidiary, Commercial LLC. (14) Commercial LLC, a Delaware limited liability company, is a holding company with portfolio investments in various companies. The names, addresses, occupations and citizenship of the Slim Family and the addresses and executive officers and directors of each of CGT, Telmex, Consertel, Global Telecom LLC, GFI, Inmobiliaria Inbursa, Promotora, Banco Inbursa, IDP, Inmobiliaria Carso, Orient Star, U.S. Commercial and Commercial LLC are set forth in Schedule I attached hereto. None of the Reporting Persons nor, to the best of their knowledge, any of the directors or executive officers listed in Schedule I has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The Common Shares beneficially owned by the Reporting Persons were received following the Issuer's emergence from bankruptcy pursuant to a reorganization plan approved by the U.S. bankruptcy court in October 2003 whereby bonds of the Issuer's predecessor, WorldCom, Inc. were exchanged for the Common Shares. Item 4. Purpose of Transaction. The Reporting Persons are the beneficial owners of approximately 13.7% of the Common Shares, and, based on current publicly available information, are the largest beneficial owners of the Common Shares. The Reporting Persons acquired and hold the Common Shares for investment purposes. The Reporting Persons have followed developments in connection with the Issuer's proposed merger with Verizon Communications Inc. and competing acquisition proposals made by Qwest Communications International Inc. The Reporting Persons believe that the board of directors and management of the Issuer in addressing these competing acquisition proposals should seek to maximize value for the owners of the Common Shares. In view of the significance of their shareholding, the Reporting Persons intend, subject to any limitations imposed by the DOJ Letter Agreement described in Item 6 below, to take an active interest in future developments relating to the pending acquisition proposals, and may communicate from time to time with other holders of the Common Shares and other interested third parties regarding such matters, and/or communicate their views to the Issuer's board of directors and executive management. Other than as described above, none of the Reporting Persons has any present plans or proposals which relate to or that would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D. The Reporting Persons may in the future, subject to any limitations imposed by the DOJ Letter Agreement, acquire additional Common Shares or other securities of the Issuer, in the open market, in privately-negotiated purchases or otherwise, and may also, depending on then current circumstances, dispose of all or a portion of the Common Shares beneficially owned by them in one or more transactions. Additionally, the Reporting Persons may, subject to any limitations imposed by the DOJ Letter Agreement, from time to time formulate plans or proposals regarding the Issuer or any of its securities or any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D, to the extent they deem advisable. Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons have, as of March 3, 2005, the following direct and indirect beneficial ownership interests in Common Shares. Entities marked with an asterisk are direct beneficial owners of Common Shares. Common Shares(1) ------------------------- Number % of Class ------------------------- Carlos Slim Helu........................... 43,447,684 13.7% Carlos Slim Domit.......................... 43,447,684 13.7 Marco Antonio Slim Domit................... 43,447,684 13.7 Patrick Slim Domit......................... 43,447,684 13.7 Maria Soumaya Slim Domit................... 43,447,684 13.7 Vanessa Paola Slim Domit................... 43,447,684 13.7 Johanna Monique Slim Domit................. 43,447,684 13.7 CGT........................................ 28,536,570 9.0 Telmex..................................... 25,620,055 8.1 Consertel*................................. 25,620,055 8.1 Global Telecom LLC*........................ 2,916,515 0.9 GFI........................................ 6,987,106 2.2 Inmobiliaria Inbursa*...................... 1,085,726 0.3 Promotora*................................. 1,444,803 0.5 Banco Inbursa*............................. 2,600,000 0.8 IDP*....................................... 1,856,577 0.6 Inmobiliaria Carso......................... 6,643,468 2.1 Orient Star*............................... 6,643,468 2.1 U.S. Commercial............................ 1,280,540 0.4 Commercial LLC*............................ 1,280,540 0.4 (1) Based upon 317,888,234 Common Shares outstanding, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 4, 2004. (b) Because the Slim Family may be deemed to control, directly or indirectly, each of CGT, Telmex, Consertel, Global Telecom LLC, GFI, Inmobiliaria Inbursa, Promotora, Banco Inbursa, IDP, Inmobiliaria Carso, Orient Star, U.S. Commercial and Commercial LLC, the Slim Family may be deemed to share the power to vote or dispose of, or to direct the voting or disposition of, any Common Shares owned by such persons or by any entities controlled by such persons. Except as otherwise disclosed herein, none of the Reporting Persons shares voting or disposition power with respect to any of the Common Shares owned by the Reporting Persons. (c) Not applicable (d) Because the Slim Family may be deemed to control, directly or indirectly, each of CGT, Telmex, Consertel, Global Telecom LLC, GFI, Inmobiliaria Inbursa, Promotora, Banco Inbursa, IDP, Inmobiliaria Carso, Orient Star, U.S. Commercial and Commercial LLC, the Slim Family may be deemed to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds of the sale of, any Common Shares owned by such persons or by any entities controlled by such persons. Except as disclosed herein, no person other than the Reporting Persons has or will have any right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, Common Shares owned by the Reporting Persons. (e) Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons and certain of their affiliates, on the one hand, and the United States Department of Justice (the "DOJ"), on the other, are parties to a letter agreement, dated January 23, 2004, as amended on May 4, 2004 (the "DOJ Letter Agreement"), pursuant to which the Reporting Persons have agreed that neither they nor their affiliates will acquire additional Common Shares or take certain actions, including but not limited to, accepting a position as an employee, officer or director of the Issuer, attending or participating in meetings of the Issuer's Board of Directors and participating in internal management decisions of the Issuer, unless they first notify the DOJ and follow the procedures specified in the DOJ Letter Agreement. The foregoing summary of the DOJ Letter Agreement is qualified in its entirety by reference to the DOJ Letter Agreement, a copy of which is filed herewith as an exhibit and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. EXHIBIT INDEX Exhibit Number Description 99.1 Joint Filing Agreement, dated as of February 14, 2005, by and among the Slim Family, CGT, Telmex, Consertel, Global Telecom LLC, GFI, Inmobiliaria Inbursa, Promotora, Banco Inbursa, IDP, Inmobiliaria Carso, Orient Star, U.S. Commercial and Commercial LLC. 99.2 Letter Agreement, dated January 23, 2004, as amended May 4, 2004, among the Reporting Persons and the United States Department of Justice. The Powers of Attorney for the Slim Family, Telmex, GFI, Promotora, Orient Star and Commercial LLC filed as an exhibit to the Schedule 13G filed on May 3, 2004 and the Powers of Attorney for CGT, Consertel, Global Telecom LLC, Inmobiliaria Inbursa, Banco Inbursa, IDP, Inmobiliaria Carso and U.S. Commercial filed as an exhibit to the Second Amendment to the Schedule 13G filed on February 14, 2005 are hereby incorporated herein by reference. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief I certify that the information set forth in this statement is true, complete and correct. ----------------------------------- Carlos Slim Helu ----------------------------------- Carlos Slim Domit By: /s/ Eduardo Valdes Acra ------------------------- Eduardo Valdes Acra ----------------------------------- Attorney-in-Fact Marco Antonio Slim Domit March 3, 2005 ----------------------------------- Patrick Slim Domit ----------------------------------- Maria Soumaya Slim Domit ----------------------------------- Vanessa Paola Slim Domit ----------------------------------- Johanna Monique Slim Domit CARSO GLOBAL TELECOM, S.A. DE C.V. ----------------------------------- By: Armando Ibanez Vazquez Title: Attorney-in-Fact GLOBAL TELECOM LLC ----------------------------------- By: Empresas y Controles en Comunicaciones S.A. de C.V., its sole member Name: Armando Ibanez Vazquez Title: Attorney-in-Fact TELEFONOS DE MEXICO, S.A. DE C.V. ----------------------------------- By: Adolfo Cerezo Title: Attorney-in-Fact CONTROLADORA DE SERVICIOS DE TELECOMUNICACIONES, S.A. DE C.V. ----------------------------------- By: Sergio Rodriguez Molleda Title: Attorney-in-Fact GRUPO FINANCIERO INBURSA, S.A. DE C.V. ----------------------------------- By: Raul Zepeda Title: Attorney-in-Fact PROMOTORA INBURSA, S.A. DE C.V. ----------------------------------- By: Juan Carrizales Title: Attorney-in-Fact INMOBILIARIA INBURSA, S.A. DE C.V. ----------------------------------- By: Raul Humberto Zepeda Ruiz Title: Attorney-in-Fact BANCO INBURSA, S.A. INSTITUCION DE BANCA MULTIPLE GRUPO FINANCIERO INBURSA ----------------------------------- By: Raul Humberto Zepeda Ruiz Title: Attorney-in-Fact INMOBILIARIA PARA EL DESARROLLO DE PROYECTOS, S.A. DE C.V. ----------------------------------- By: Javier Foncerrada Izquierdo Title: Attorney-in-Fact INMOBILIARIA CARSO, S.A. DE C.V. ----------------------------------- By: Armando Ibanez Vazquez Title: Attorney-in-Fact ORIENT STAR HOLDINGS LLC ----------------------------------- By: Inmobiliaria Carso, S.A. de C.V., its sole member Name: Armando Ibanez Vazquez Title: Attorney-in-Fact U.S. COMMERCIAL CORP., S.A. DE C.V. ----------------------------------- By: Jose de Jesus Gallardo Title: Attorney-in-Fact COMMERCIAL LLC ----------------------------------- By: U.S. Commercial Corp., S.A. de C.V., its sole member Name: Jesus Gallardo Title: Attorney-in-Fact SCHEDULE I THE SLIM FAMILY Paseo de las Palmas 736, Colonia Lomas de Chapultepec, 11000 Mexico D.F., Mexico All of the individuals listed below are citizens of Mexico. Name Principal Occupation ---- -------------------- Carlos Slim Helu Chairman Emeritus of the Board of Telefonos de Mexico, S.A. de C.V., Chairman Emeritus of the Board of America Movil, S.A. de C.V., Chairman Emeritus of the Board of Carso Global Telecom, S.A. de C.V. and Chairman Emeritus of the Board of America Telecom, S.A. de C.V. Carlos Slim Domit Chairman of the Board of Telefonos de Mexico, S.A. de C.V., Chairman of the Board of Grupo Carso, S.A. de C.V. and President of Grupo Sanborns, S.A. de C.V. Marco Antonio Slim Domit Chairman of the Board of Grupo Financiero Inbursa, S.A. de C.V. Patrick Slim Domit Chairman of the Board of America Movil, S.A. de C.V., Chairman of the Board of America Telecom, S.A. de C.V. and Vice President of Commercial Markets of Telefonos de Mexico, S.A. de C.V. Maria Soumaya Slim Domit President of Museo Soumaya Vanessa Paola Slim Domit Private Investor Johanna Monique Slim Domit Private Investor CARSO GLOBAL TELECOM, S.A. de C.V. Avenida Insurgentes Sur 3500, Colonia Pena Pobre, 14060 Mexico D.F., Mexico Name and Position Principal Occupation ----------------- -------------------- Directors Carlos Slim Helu (Chairman Emeritus) Chairman Emeritus of the Board of Telefonos de Mexico, S.A. de C.V., Chairman Emeritus of the Board of America Movil, S.A. de C.V., Chairman Emeritus of the Board of Carso Global Telecom, S.A. de C.V. and Chairman Emeritus of the Board of America Telecom, S.A. de C.V. Jaime Chico Pardo (Chairman) President of Telefonos de Mexico, S.A. de C.V. and Vice President of Carso Global Telecom, S.A. de C.V. Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly Clark de Mexico, S.A. de C.V. C.P. Humberto Gutierrez General Director of Grupo Carso, S.A. Olvera Zubizarreta de C.V. Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico, S.A. de C.V. and Chairman of the Board of Sanborns Hermanos S.A. Carlos Slim Domit (Director) Chairman of the Board of Telefonos de Mexico, S.A. de C.V., Chairman of the Board of Grupo Carso, S.A. de C.V. and President of Grupo Sanborns, S.A. de C.V. Executive Officers Armando Ibanez (Chief Financial Officer) Chief Financial Officer of Carso Global Telecom, S.A. de C.V. TELEFONOS DE MEXICO, S.A. DE C.V. Parque Via 190, Colonia Cuauhtemoc, 06599 Mexico, D.F., Mexico Name and Position Principal Occupation ----------------- -------------------- Directors Carlos Slim Helu (Chairman Emeritus) Chairman Emeritus of the Board of Telefonos de Mexico, S.A. de C.V., Chairman Emeritus of the Board of America Movil, S.A. de C.V., Chairman Emeritus the Board of Carso Global Telecom, S.A. de C.V. and Chairman Emeritus of the Board of America Telecom, S.A. de C.V. Carlos Slim Domit (Chairman; Member Chairman of the Board of Telefonos de of the Executive Committee) Mexico, S.A. de C.V., Chairman of the Board of Grupo Carso, S.A. de C.V. and President of Grupo Sanborns, S.A. de C.V. Jaime Chico Pardo (Vice Chairman; Member President of Telefonos de Mexico, of the Executive Committee) S.A. de C.V. Emilio Azcarraga Jean (Director) President of Grupo Televisa, S.A. de C.V. Antonio Cosio Arino (Director; Alternate General manager of Cia Industrial de Member of the Executive Committee) Tepeji del Rio, S.A. de C.V. Amparo Espinosa Rugarcia (Director) President of the Center for Women's Studies in Mexico City Elmer Franco Macias (Director) President and Director of Grupo Infra, S.A. de C.V. Angel Losada Moreno (Director) Chief Executive Officer of Grupo Gigante, S.A. de C.V. Romulo O'Farrill Jr. (Director) Chairman of the Board and General Manager of Novedades Editores, S.A. de C.V. Juan Antonio Perez Simon (Vice Chairman; Chairman of the Board of Directors Member of the Executive Committee) and Member of the Executive Committee of Sanborns Hermanos, S.A., and member of the Board of Directors of America Telecom Fernando Senderos Mestre (Director) Chairman of the Board and Chief Executive Officer of Desc, S.A. de C.V. Marco Antonio Slim Domit (Director; Chairman of the Board of Grupo Alternate Member of the Executive Financiero Inbursa, S.A. de C.V. Committee) James W. Callaway (Director) Group president of SBC Communications, Inc., International Operations Richard P. Resnick (Director; Member of President of SBC International the Executive Committee) Management Services, Inc. Robert L. Henrichs (Director; Alternate Director of Finance, SBC Member of the Executive Committee) International Management Services, Inc. Rafael Kalach Mizrahi (Director) Chairman and Chief Executive Officer of Grupo Kaltex, S.A. de C.V. Ricardo Martin Bringas (Director) Chief Executive Officer of Organizacion Soriana, S.A. de C.V. Executive Officers Jaime Chico Pardo Chief Executive Officer Adolfo Cerezo Perez Chief Financial Officer CONTROLADORA DE SERVICIOS DE TELECOMUNICACIONES, S.A. DE C.V. Parque Via 198, Colonia Cuauhtemoc, 06599 Mexico, D.F., Mexico Name and Position Principal Occupation ----------------- -------------------- Directors Carlos Slim Domit Chairman of the Board of Telefonos (Chairman of the Board of Directors) de Mexico, S.A. de C.V., Chairman of the Board of Grupo Carso, S.A. de C.V. and President of Grupo Sanborns, S.A. de C.V. Jaime Chico Pardo (Director) Chief Executive Officer of Telefonos de Mexico, S.A. de C.V. Adolfo Cerezo Perez (Director) Chief Financial Officer of Telefonos de Mexico, S.A. de C.V. Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico, S.A. de C.V. Oscar Von Hauske Solis (Alternate Chief Information Officer of Director) Telefonos de Mexico, S.A. de C.V. GLOBAL TELECOM LLC 477 Madison Ave., 6th Floor, New York, NY 10022 Name and Position Principal Occupation ----------------- -------------------- Directors Javier Humberto Rosado Machain (Manager) Manager, Global Telecom LLC Orlando Kleen (Manager) Manager, Global Telecom LLC GRUPO FINANCIERO INBURSA, S.A. de C.V. Paseo de las Palmas 736, Colonia Lomas de Chapultepec, 11000 Mexico D.F., Mexico Name and Position Principal Occupation ----------------- -------------------- Directors Carlos Slim Helu (Chairman Emeritus) Chairman Emeritus of the Board of Telefonos de Mexico, S.A. de C.V., Chairman Emeritus of the Board of America Movil, S.A. de C.V., Chairman Emeritus of the Board of Carso Global Telecom, S.A. de C.V. and Chairman Emeritus of the Board of America Telecom, S.A. de C.V. Marco Antonio Slim Domit Chairman of the Board of Grupo (Chairman of the Board) Financiero Inbursa, S.A. de C.V. Eduardo Valdes Acra Chief Executive Officer of Inversora (Vice-Chairman of the Board) Bursatil, S.A. de C.V., Casa de Bolsa, Grupo Financiero Inbursa Agustin Franco Macias (Director) Chairman of Cryoinfra, S.A. de C.V. Claudio X. Gonzalez Laporte (Director) Chairman of the Board of Kimberly Clark de Mexico, S.A. de C.V. Juan Antonio Perez Simon (Director) Vice-Chairman of Telefonos de Mexico, S.A. de C.V. David Ibarra Munoz (Director) Independent Economist Jose Kuri Harfush (Director) President of Janel, S.A. de C.V. Executive Officers Marco Antonio Slim Domit (President) President of Grupo Financiero Inbursa, S.A. de C.V. INMOBILIARIA INBURSA, S.A. DE C.V. Paseo de Las Palmas 750, Colonia Lomas de Chapultepec, 11000 Mexico, D.F., Mexico Name and Position Principal Occupation ----------------- -------------------- Directors Marco Antonio Slim Domit Chairman of the Board of Grupo Financiero Inbursa, S.A. de C.V., member of the Board of Telefonos de Mexico, S.A. de C.V., member of the Board of America Telecom, S.A. de C.V. and member of the Board of Carso Global Telecom, S.A. de C.V. Eduardo Valdes Acra Chief Executive Officer of Inversora Bursatil, S.A. de C.V., Casa de Bolsa, Grupo Financiero Inbursa Hector Slim Seade Director de Soporte a la Operacion de Telefonos de Mexico, S.A. de C.V. PROMOTORA INBURSA, S.A. DE C.V. Avenida Insurgentes Sur 3500, Colonia Pena Pobre, 14060 Mexico, D.F., Mexico Name and Position Principal Occupation ----------------- -------------------- Directors Carlos Slim Helu (Chairman) Chairman Emeritus of the Board of Telefonos de Mexico, S.A. de C.V., Chairman Emeritus of the Board of America Movil, S.A. de C.V., Chairman Emeritus of the Board of Carso Global Telecom, S.A. de C.V., Chairman Emeritus of the Board of America Telecom, S.A. de C.V. and Chairman Emeritus of the Board of Grupo Financiero Inbursa, S.A. de C.V. Daniel Diaz Diaz Independent Consultant Guillermo Guerrero Villalobos Independent Consultant Jose Humberto Gutierrez-Olvera Zubizarreta Chief Executive Officer of Grupo Carso, S.A. de C.V. and Condumex, S.A. de C.V. David Ibarra Munoz Independent Consultant Jose Kuri Harfush Chairman of Janel, S.A. de C.V. and Jasame, S.A. de C.V. Daniel Ruiz Fernandez Independent Consultant and Chief Executive Officer of Ingenieria de Proyectos y Supervision, S.A. de C.V. Alfonso Salem Slim Chief Executive Officer of Hoteles Calinda and PC Construcciones Jose Shedid Merhy Independent Consultant Patrick Slim Domit Alternate Chairman of the Board of America Telecom, S.A. de C.V., member of the Board of America Movil, S.A. de C.V., and Vice President of Commercial Markets of Telefonos de Mexico, S.A. de C.V. Fernando Solana Morales Independent Consultant BANCO INBURSA, S.A. INSTITUCION DE BANCA MULTIPLE GRUPO FINANCIERO INBURSA Avenida Insurgentes Sur 3500, Colonia Pena Pobre, 14060 Mexico, D.F., Mexico Name and Position Principal Occupation ----------------- -------------------- NON-INDEPENDENT PROPRIETARY MEMBERS Eduardo Valdes Acra Chief Executive Officer of Inversora (Chairman) Bursatil, S.A. de C.V., Casa de Bolsa, Grupo Financiero Inbursa Carlos Slim Helu Chairman Emeritus of the Board of Telefonos de Mexico, S.A. de C.V., Chairman Emeritus of the Board of America Movil, S.A. de C.V., Chairman Emeritus of the Board of Carso Global Telecom, S.A. de C.V., Chairman Emeritus of the Board of America Telecom, S.A. de C.V. and Chairman Emeritus of the Board of Grupo Financiero Inbursa, S.A. de C.V. Marco Antonio Slim Domit Chairman of the Board of Grupo Financiero Inbursa, S.A. de C.V., member of the Board of Telefonos de Mexico, S.A. de C.V., member of the Board of America Telecom, S.A. de C.V. and member of the Board of Carso Global Telecom, S.A. de C.V. Javier Foncerrada Izquierdo Chief Executive Officer of Banco Inbursa, S.A. and Arrendadora Financiera Inbursa, S.A. de C.V., Chairman of the Board of Afore Inbursa, S.A. de C.V. and member of the Board of various of Grupo Financiero Inbursa's subsidiaries Adolfo Cerezo Perez Chief Financial Officer of Telefonos de Mexico, S.A. de C.V. INDEPENDENT PROPRIETARY MEMBERS Jose Kuri Harfush Chairman of Janel, S.A. de C.V. and Jasame, S.A. de C.V. Juan Antonio Perez Simon Chairman of Sanborns Hermanos, S.A. de C.V. and Alternate Chairman of Telefonos de Mexico, S.A. de C.V. NON-INDEPENDENT ALTERNATE MEMBERS Javier Cervantes Sanchez Navarro Risk Management Officer of Grupo Financiero Inbursa and its subsidiaries Carlos Hajj Aboumrad Chief Executive Officer of Galas de Mexico, S.A. de C.V. Hector Slim Seade Director de Soporte a la Operacion de Telefonos de Mexico, S.A. de C.V. Luis Roberto Frias Humphrey Officer of Corporate Banking of Banco Inbursa, S.A., Institucion de Banca Multiple, Grupo Financiero Inbursa Carlos Garcia Moreno Chief Financial Officer of America Movil, S.A. de C.V. INDEPENDENT ALTERNATE MEMBERS Antonio Cosio Pando General Manager of Compania Industrial de Tepeji del Rio, S.A. de C.V. Fernando Gerardo Chico Pardo Chief Executive Officer of Promecap, S.C. INMOBILIARIA PARA EL DESARROLLO DE PROYECTOS, S.A. DE C.V. Paseo de Las Palmas 750, Colonia Lomas de Chapultepec, 11000 Mexico, D.F., Mexico Name and Position Principal Occupation ----------------- -------------------- Directors Eduardo Valdes Acra Chief Executive Officer of Inversora (Chairman) Bursatil, S.A. de C.V., Casa de Bolsa, Grupo Financiero Inbursa Alfonso Salem Slim Chief Executive Officer of Hoteles Calinda and PC Construcciones Javier Cervantes Sanchez Navarro Risk Management Officer of Grupo Financiero Inbursa and its subsidiaries INMOBILIARIA CARSO, S.A. DE C.V. Avenida Insurgentes Sur 3500, Colonia Pena Pobre, 14060 Mexico D.F., Mexico Name and Position Principal Occupation ----------------- -------------------- Directors Patrick Slim Domit (Chairman) Alternate Chairman of the Board of America Telecom, S.A. de C.V., member of the Board of America Movil, S.A. de C.V. and Vice President of Commercial Markets of Telefonos de Mexico, S.A. de C.V. Carlos Slim Helu Chairman Emeritus of the Board of Telefonos de Mexico, S.A. de C.V., Chairman Emeritus of the Board of America Movil, S.A. de C.V., Chairman Emeritus of the Board of Carso Global Telecom, S.A. de C.V., Chairman Emeritus of the Board of America Telecom, S.A. de C.V. and Chairman Emeritus of the Board of Grupo Financiero Inbursa, S.A. de C.V. Marco Antonio Slim Domit Chairman of the Board of Grupo Financiero Inbursa, S.A. de C.V., member of the Board of Telefonos de Mexico, S.A. de C.V., member of the Board of America Telecom, S.A. de C.V. and member of the Board of Carso Global Telecom, S.A. de C.V. Carlos Slim Domit Chairman of the Board of Telefonos de Mexico, S.A. de C.V., Chairman of the Board of Grupo Carso, S.A. de C.V., Alternate Chairman of the Board of America Telecom, S.A. de C.V., Alternate Chairman of the Board of Carso Global Telecom, S.A. de C.V. and President of Grupo Sanborns, S.A. de C.V. Maria Soumaya Slim Domit President of Museo Soumaya Vanessa Paola Slim Domit Private Investor Johanna Monique Slim Domit Private Investor ORIENT STAR HOLDINGS LLC 477 Madison Avenue, 6th Floor, New York, NY 10022, USA Name and Position Principal Occupation ----------------- -------------------- Javier Humberto Rosado Machain (Manager) Manager, Orient Star Holdings LLC Orlando Kleen (Manager) Manager, Orient Star Holdings LLC U.S. COMMERCIAL CORP., S.A. DE C.V. Miguel de Cervantes Saavedra 255, Col. Ampliacion Granada 11520 Mexico, D.F., Mexico Name and Position Principal Occupation ----------------- -------------------- PROPRIETARY MEMBERS Carlos Slim Domit Chairman of the Board of Telefonos de Mexico, S.A. de C.V., Chairman of the Board of Grupo Carso, S.A. de C.V., Alternate Chairman of the Board of America Telecom, S.A. de C.V., Alternate Chairman of the Board of Carso Global Telecom, S.A. de C.V. and President of Grupo Sanborns, S.A. de C.V. Angel Eduardo Peralta Rosado Vice President of Grupo Sanborns, S.A. de C.V. Rafael Moises Kalach Mizrahi Chairman and Chief Executive Officer of Grupo Kaltex, S.A. de C.V. Agustin Santamarina Vazquez Of-counsel of Santamarina y Steta, S.C. Patrick Slim Domit Alternate Chairman of the Board of America Telecom, S.A. de C.V., member of the Board of America Movil, S.A. de C.V. and Vice President of Commercial Markets of Telefonos de Mexico, S.A. de C.V. ALTERNATE MEMBERS Arturo Elias Ayub Director de Alianzas Estrategicas, Comunicacion y Relaciones, Institucionales Telefonos de Mexico, S.A. de C.V. Eduardo Zea Mir Chief Executive Officer of Sears Roebuck de Mexico Alfonso Salem Slim Chief Executive Officer of Hoteles Calinda and PC Construcciones Eduardo Valdes Acra Chief Executive Officer of Inversora Bursatil, S.A. de C.V., Casa de Bolsa, Grupo Financiero Inbursa Daniel Hajj Aboumrad Chief Executive Officer of America Movil COMMERCIAL LLC 477 Madison Avenue, 6th Floor, New York, NY 10022, USA Name and Position Principal Occupation ----------------- -------------------- Javier Humberto Rosado Machain (Manager) Manager, Commercial LLC Orlando Kleen (Manager) Manager, Commercial LLC EX-99.1 2 slimmci13d-ex991_0302.txt Exhibit 99.1 JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 14th day of February, 2005, by and among Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim Domit, Johanna Monique Slim Domit, Carso Global Telecom, S.A. de C.V., Global Telecom LLC, Telefonos de Mexico, S.A. de C.V., Controladora de Servicios de Telecomunicaciones, S.A. de C.V., Grupo Financiero Inbursa, S.A. de C.V., Promotora Inbursa, S.A. de C.V., Inmobiliaria Inbursa, S.A. de C.V., Banco Inbursa, S.A. Institucion de Banca Multiple Grupo Financiero Inbursa, Inmobiliaria para el Desarrollo de Proyectos, S.A. de C.V., Inmobiliaria Carso, S.A. de C.V., Orient Star Holdings LLC, U.S. Commercial Corp., S.A. de C.V. and Commercial LLC. Each of the parties hereto hereby agrees to prepare jointly and file timely (or otherwise to deliver as appropriate) all filings on any Schedule 13D or 13G relating to its ownership (direct or otherwise) of any securities of MCI, Inc. and any and all amendments thereto and any other document relating thereto (collectively, the "Filings") required to be filed by it pursuant to the United States Securities Exchange Act of 1934, as amended. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of such Filings. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. -------------------------------------- Carlos Slim Helu -------------------------------------- Carlos Slim Domit By: /s/Eduardo Valdes Acra ---------------------- Eduardo Valdes Acra -------------------------------------- Attorney-in-Fact Marco Antonio Slim Domit February 14, 2005 -------------------------------------- Patrick Slim Domit -------------------------------------- Maria Soumaya Slim Domit -------------------------------------- Vanessa Paola Slim Domit -------------------------------------- Johanna Monique Slim Domit CARSO GLOBAL TELECOM, S.A. DE C.V. -------------------------------------- By: Armando Ibanez Vazquez Title: Attorney-in-Fact GLOBAL TELECOM LLC -------------------------------------- By: Empresas y Controles en Comunicaciones S.A. de C.V., its sole member Name: Armando Ibanez Vazquez Title: Attorney-in-Fact TELEFONOS DE MEXICO, S.A. DE C.V. -------------------------------------- By: Adolfo Cerezo Title: Attorney-in-Fact Controladora de Servicios de Telecomunicaciones, S.A. de C.V. -------------------------------------- By: Sergio Rodriguez Molleda Title: Attorney-in-Fact GRUPO FINANCIERO INBURSA, S.A. DE C.V. -------------------------------------- By: Raul Zepeda Title: Attorney-in-Fact PROMOTORA INBURSA, S.A. DE C.V. -------------------------------------- By: Juan Carrizales Title: Attorney-in-Fact INMOBILIARIA INBURSA, S.A. DE C.V. -------------------------------------- By: Raul Humberto Zepeda Ruiz Title: Attorney-in-Fact Banco Inbursa, S.A. Institucion de Banca Multiple Grupo Financiero Inbursa -------------------------------------- By: Raul Humberto Zepeda Ruiz Title: Attorney-in-Fact Inmobiliaria para el Desarrollo de Proyectos, S.A. de C.V. -------------------------------------- By: Javier Foncerrada Izquierdo Title: Attorney-in-Fact INMOBILIARIA CARSO, S.A. DE C.V. -------------------------------------- By: Armando Ibanez Vazquez Title: Attorney-in-Fact ORIENT STAR HOLDINGS LLC -------------------------------------- By: Inmobiliaria Carso, S.A. de C.V., its sole member Name: Armando Ibanez VaYquez Title:Attorney-in-Fact U.S. COMMERCIAL CORP., S.A. DE C.V. -------------------------------------- By: Jose de Jesus Gallardo Title: Attorney-in-Fact COMMERCIAL LLC -------------------------------------- By: U.S. Commercial Corp., S.A. de C.V., its sole member Name: Jesus Gallardo Title: Attorney-in-Fact EX-99.2 3 slimmci13d-ex992_0302.txt Exhibit 99.2 LETTER AGREEMENT, DATED JANUARY 23, 2004, AS AMENDED MAY 4, 2004, AMONG THE REPORTING PERSONS AND THE UNITED STATES DEPARTMENT OF JUSTICE U.S. Department of Justice Antitrust Division City Center Building 1401 H Street, NW Washington, DC 20530 This is an amended agreement between the United States Department of Justice ("the Department") and the individuals and corporations, including their affiliates, corporate parents, subsidiaries and successors, identified in Appendix A, and all individuals within their control, including directors, officers, employees and agents, collectively referred to hereafter as "the Participants." Several of the Participants have filed with the Federal Trade Commission and the Department Notifications and Reports pursuant to the Hart-Scott-Rodino Act stating that they intend to exercise certain rights to convert debt instruments they hold of WorldCom, Inc. ("WorldCom") into equity shares of WorldCom's successor corporation upon Worldcom's emergence from bankruptcy. The Participants understand that in exchange for their Undertakings pursuant to this agreement, and the Undertakings of WorldCom in a separate agreement, the Department intends to take no further action at this time with respect to the subject Notifications. Definitions "WorldCom" is WorldCom, Inc., debtor in possession, a corporation now in bankruptcy, its anticipated successor corporation, MCI, Inc. ("MCI"), and their subsidiaries, affiliates and other successors. "Conversion" is the exchange, in part or in whole, of debt instruments of WorldCom (or any of its affiliates or subsidiaries) for equity shares in MCI upon MCI's emergence from the bankruptcy proceedings in which WorldCom is now the debtor in possession, an emergence which is now anticipated to occur in February 2004. "Conversion Percentage" is the lower of: 1) the number of MCI equity shares issued to the Participants on the date of Conversion in accordance with Item 1 of the Undertakings expressed as a percentage of MCI's then total issued and outstanding equity shares; and 2) 13.79% of MCI's total issued and outstanding equity shares. Undertakings Each Participant agrees that he, she or it will not, individually or collectively, undertake any of the following actions, except in accordance with the Conditions set out below: 1. At the time of Conversion, the Participants will not, individually or collectively, acquire any equity shares of MCI in addition to those shares they will hold as a result of their Conversions through the bankruptcy process of WorldCom's debt instruments that they now hold. The face value of those debt instruments that the Participants now hold is $2,981,515,000. As a further limitation, the Participants will not convert any debt instruments through the bankruptcy process to the extent that doing so will yield them collectively equity shares in MCI greater in number than 13.79% of MCI's then total issued and outstanding equity shares. 2. At any time after the Conversion, the Participants will not, individually or collectively, acquire any additional equity shares of MCI, unless, as a result of additional public or private offerings of shares by MCI, the percentage of MCI's total issued and outstanding shares owned by the Participants collectively becomes less than the Conversion Percentage. In that case the Participants will not, individually or collectively, acquire a larger number of shares than is necessary to restore to them collectively the Conversion Percentage. Provided, however, that this paragraph does not prohibit the Participants from receiving stock dividends from MCI if those dividends are distributed by MCI pro rata to all MCI shareholders of the same class. 3. The Participants, their officers, their directors, their employees, their agents and their representatives will not: a. Seek or accept any membership on MCI's board of directors nor any position as an officer or employee of MCI; b. Seek or accept a right to nominate any member of MCI's board of directors; provided, however, that this term is not affected by the operation of Article VII, section 10 of MCI's Amended and Restated Certificate of Incorporation concerning consultation by the Nominating and Corporate Governance Committee about nominees to the board; c. Attend or participate in meetings of MCI's board of directors, except to the limited extent that they may be invited by the board to make specific presentations about transactions between them and MCI, but would not be present for or participate in the deliberations of the board; d. Participate in internal MCI management decisions, or seek or obtain any confidential MCI business information, except to the extent provided for by law, by MCI's corporate instruments, or by confidentiality agreements entered into as part of a regular course of business transaction. If as a result of the bankruptcy Conversion process the Participants, individually or collectively, hold more than 13.79% of MCI's issued and outstanding equity shares, one or more of the Participants shall promptly convey the shares in excess of 13.79% to a blind trust, using an independent bank as trustee, with instructions to the trustee to dispose of the shares as soon as practically possible, but in no event later than 15 days after the shares are registered and a functioning market is available for their disposition. The Participants shall promptly notify the Department in writing, specifying full details: (1) explaining that they inadvertently acquired more than 13.79%; (2) certifying that they have created the specified trust account and have conveyed the excess shares; and (3) attaching copies of the instrument(s) of conveyance and the trust instrument. The Participants shall also instruct the trustee to notify the Department in writing, specifying full details: (1) when the shares have been disposed of; (2) if necessary, that the shares have not been disposed of within three months of the conveyance; and (3) if necessary, at the end of each succeeding three months that the shares have not yet been disposed of. Conditions The Participants may, notwithstanding the foregoing, collectively or individually undertake an action that they have agreed in the Undertakings not to undertake, provided that they first: 1. Notify the Department of the prospective action. The notification shall provide detailed information about the prospective action, such as, for example, the number of shares to be acquired, the prospective acquirer (including its name, address, and telephone number) and the percentage of total issued and outstanding shares of MCI the Participants would collectively hold after the acquisition. The Notification must also identify an agent to which the Department may address further communications, including its name, address, telephone number and telecopy number. Notification shall be sent in writing as specified below. 2. Refrain from taking the prospective action for 30 days after the date the Department receives the notification, unless the Department earlier states in writing that it has no current intention to oppose the action. 3. Substantially comply with a written request by the Department for additional information, if that request is issued within those 30 days to the Participants, collectively or individually, or their agent(s). Such a request for additional information may include a statement of subjects about which the Department seeks to conduct in-person interviews, requests for the provision of documents, and requests for the provision of written information. Individuals with personal knowledge of the subjects must be made available for the interviews, which will be conducted in English (by translation if appropriate). Documents must be provided (plus English translations if requested) regardless of whether those documents are or are not located within the United States. 4. Certify to the Department in writing as specified below that they have substantially complied with the Department's request for additional information. This certification may be made only after copies of all responsive documents have been provided, all requested written information has been provided, and all responsive interviews have been completed. 5. Refrain, if the Department sends a request for additional information, from taking the prospective action until the date 30 days after the Department has received the written certification of substantial compliance, unless the Department earlier states in writing that it has no current intention to oppose the action. If, however, a contemplated acquisition of equity shares is subject to the reporting requirements of the Hart-Scott-Rodino Act, the Participants file with the Federal Trade Commission and the Department all appropriate Notifications and Reports required by that Act, and those Notifications and Reports cover all the contemplated acquisitions, those filings will serve to fulfill the Participants' obligations under these Conditions. Notice to the Department All notifications and certifications to the Department will be sent electronically or by fax, and by mail, with return receipt requested, to: Assistant Attorney General Antitrust Division Main Justice Building 950 Pennsylvania Avenue, N.W. Washington, D.C. 20530 (202) 514-2401 telephone (202) 616-2645 fax with a copy to: Chief, Telecommunications & Media Enforcement Section Antitrust Division 1401 H Street, N.W. Suite 8000 Washington, D.C. 20530 (202) 514-5621 telephone (202) 514-6381 fax In the event those addresses or telephone numbers change the Department will notify the following person for the Participants: Philip L. Verveer, Esq. Wilikie Farr & Gallagher, LLP 1875 K Street, N.W. Washington, D.C. 20006-1238 Expiration The commitments undertaken in this agreement will expire on the fifth anniversary of the date of this agreement. The Participants may request an earlier release from the Department, but any such release must be provided by the Department in writing. /s/ Michael J. Hirrel /s/ Phlip L. Verveer ---------------------------------------- ---------------------------------------- Michael J. Hirrel Philip L. Verveer Attorney, Telecommunications & Media Attorney for the Participants Enforcement Section January 23, 2004, as amended May 4, 2004 January 23, 2004, as amended May 4, 2004 APPENDIX A Carlos Slim Helu Carlos Slim Domit Marco Antonio Slim Domit Patrick Slim Domit Maria Soumaya Slim Domit Vanessa Paola Slim Domit Johanna Monique Slim Domit Carso Global Telecom, S.A. de C.V. Financial Ventures LLC Global Telecom LLC Telefonos de Mexico, S.A. de C.V. (Telmex) Controladora de Servicios de Telecomunicacioncs, S.A. de C.V. Uninet, S.A. de C.V. Empresas y Controles En Comunicaciones, S.A. de C.V. Inmobiliaria Carso, S.A. de C.V. Orient Star Holdings, LLC Grupo Financiero Inbursa, S.A. de C.V. Promotora Inbursa, S.A. de C.V. Pensiones Inbursa, S.A. de C.V. U.S. Commercial Corp., S.A. de C.V. Commercial LLC