Filed by Verizon Communications 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: MCI, Inc.
Commission File No.: 001-10415
“Safe Harbor” Statement
Note: This presentation contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The following important factors could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: a significant change in the timing of, or the imposition of any government conditions to, the closing of the transaction; actual and contingent conditions to, the closing of the transaction; actual and contingent liabilities; and the extent and timing of our ability to obtain revenue enhancements and cost savings following the transaction. Additional factors that may affect the future results of Verizon and MCI are set forth in their respective filings with the Securities and Exchange Commission, which are available at investor.verizon.com/SEC/ and www.mci.com/about/investor_relations/sec/.
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Note
Verizon intends to file a registration statement, including a proxy statement of MCI, and other materials with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. We urge investors to read these documents when they become available because they will contain important information. Investors will be able to obtain free copies of the registration statement and proxy statement, as well as other filed documents containing information about Verizon and MCI, at www.sec.gov, the SEC’s website. Investors may also obtain free copies of these document at www.verizon.com/investor, or by request to Verizon Communications Inc., Investor Relations, 1095 Avenue of the Americas, 36th Floor, New York, NY 10036. Free copies of MCI’s filings are available at www.mci.com/about/investor_relations, or by request to MCI, Inc., Investor Relations, 22001 Loudon County Parkway, Ashburn, VA 20147.
Verizon, MCI, and their respective directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from MCI shareowners with respect to the proposed transaction. Information about Verizon’s directors and executive officers is available in Verizon’s proxy statement for its 2004 annual meeting of shareholders, dated March 15, 2004. Information about MCI’s directors and executive officers is available in MCI’s annual report on Form 10-K for the year ended December 31, 2003. Additional information about the interests of potential participants will be included in the registration statement and proxy statement and other material filed with the SEC.
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Strategic Overview
Drives significant operational efficiencies while creating incremental revenue opportunities Offers Next Generation, IP-based product suite to serve a powerful Enterprise customer base Maintains financial flexibility
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Deal Structure $4.8B of Verizon equity; $488M cash $1.46B of quarterly & special dividends to be paid by MCI
Closing Adjustment Governance
Standard Terms & Conditions
Straightforward & simple deal
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MCI’s Competitive Advantage
Extensive IP-Centric Product Portfolio
Industry-Leading Service Quality
Expansive Global Network
Tenured Sales Force
Strong Customer Relationships
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Leading IP Assets & Capabilities
Roots based on data
One of the deepest IP skill-sets in the world
Telecom industry’s most expansive global IP backbone* $38 billion+ invested in network 4,500 pops 3.2 million dial modems 130 data centers 6 continents 140+ countries
Innovative culture
Leadership in enterprise networking
*Based on company-owned PoPs
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MCI’s Enterprise Business
Global Accounts
Dedicated accounts teams in 286 large multinational customers
Government Markets
Trained on-site support for complex and ultra-secure government networks
MCI Services
Established practices in customer solutions in managed networks, security, hosting and contact centers
Commercial
Experienced local, full-service account teams in 91 sales offices across the U.S.
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Focus on Next Generation Services
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Network Assets
VZ Wireline
6,600 local Points of Presence
Serving 2/3’s of the Top 100 MSA’s
3.6 million DSL customers
9 million fiber miles
53 Million Access Lines Wireless
America’s most reliable wireless network
Strong business presence
Leading 3G network
43.8 million customers
269 million licensed PoP’s
MCI Wireline
4,500 Points of Presence
Presence on 6 continents & in 140+ countries and over 2,800 cities
Telecom industry’s most expansive global IP backbone w/ 3.2 million dial modems
100,000 mile fiber optic network
130 Data Centers
Connections to over 100,000 active buildings
Most scalable IP network
Tremendous network capabilities
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Superior Account Coverage
VZ w/MCI
Powerful account base Robust account coverage Single point of contact Highly experienced sales force Optimized approach to key verticals
VZ
Strong Finance & Public Sector relationships Quality tenured telco sales force Strong CPE experience Metro optical/ethernet expertise
MCI
Quality tenured Global Sales force Strong Enterprise & Federal Government account relationships Managed Solutions Sales Experience IP technical expertise
Dramatically improves go-to-market capability
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Breadth of Portfolio
Premise
Local Area Networks Routers & Switches PBX & IP PBX Centrex & IP Centrex Storage equipment Security devices Wi-Fi
Access
PRI DS-1 & DS-3 Fast Packet Ethernet SONET/CWDM
FTTP Wireless Voice Wireless Data (EVDO)
Transport
Fast Packet IP-MPLS
SONET DWDM
Cellular/CDMA
Applications
IP Voice Mobility Managed Services Security Storage Hosting
Wireline & Wireless
End to End Managed Services
MPLS Backbone & OSS
Seamless migration to Next Gen IP products
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Enterprise Customer Benefits
Supplier Profile
ILECs/CLECs IXCs Wireless Equipment Manufacturers System Integrators VARs Professional Services
Customer Challenges
Complexity Cost Procurement Integration Migration Multiple account teams
Customer Benefits
Simplicity Efficiency Packages Solutions Evolution Single Point of Accountability
Simplified value proposition
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Revenue Opportunities
Stability improves MCI base performance & retention rates Bundling across broad portfolio creates attractive value proposition Network cost position enables competitive pricing/margin performance Unparalleled fiber availability for optical and ethernet portfolio Best IP backbone drives IP services growth Managed services strength leverages high growth market opportunity Wireless Enterprise opportunities increase
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Summary
Straightforward, simple & smart deal Acquire a Next Gen, IP-based product suite Improved network capabilities, customer service & account coverage Enterprise customers realize a simplified value proposition $1B run rate of savings by Full Year 3 Maintain financial flexibility Future stability for MCI
Create revenue opportunities
Strategic acquisition
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Verizon Communications Inc. (Verizon) intends to file a registration statement, including a proxy statement of MCI, Inc. (MCI), and other materials with the Securities and Exchange Commission (SEC) in connection with the proposed transaction. We urge investors to read these documents when they become available because they will contain important information. Investors will be able to obtain free copies of the registration statement and proxy statement, as well as other filed documents containing information about Verizon and MCI, at www.sec.gov, the SEC’s website. Investors may also obtain free copies of these documents at www.verizon.com/investor, or by request to Verizon Communications Inc., Investor Relations, 1095 Avenue of the Americas, 36th Floor, New York, NY 10036. Free copies of MCI’s filings are available at www.mci.com/about/investor_relations, or by request to MCI, Inc., Investor Relations, 22001 Loudoun County Parkway, Ashburn, VA 20147.
Verizon, MCI, and their respective directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from MCI shareholders with respect to the proposed transaction. Information about Verizon’s directors and executive officers is available in Verizon’s proxy statement for its 2004 annual meeting of shareholders, dated March 15, 2004. Information about MCI’s directors and executive officers is available in MCI’s annual report on Form 10-K for the year ended December 31, 2003. Additional information about the interests of potential participants will be included in the registration statement and proxy statement and other materials filed with the SEC.
NOTE: This document contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The following important factors could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: a significant change in the timing of, or the imposition of any government conditions to, the closing of the transaction; actual and contingent liabilities; and the extent and timing of our ability to obtain revenue enhancements and cost savings following the transaction. Additional factors that may affect the future results of Verizon and MCI are set forth in their respective filings with the Securities and Exchange Commission, which are available at investor.verizon.com/SEC/ and www.mci.com/about/investor_relations/sec/.