1. 1 The Rise and Fall of WorldCom The World’s Largest Accounting Fraud By John P. Meyer, 2-23-07

2. 2 Agenda Overview of WorldCom Nature of accounting fraud Impact of the fraud How it happened Why ‘good’ managers make bad ethical choices Key take aways

3. 3 Overview of WorldCom WorldCom was the darling of Wall Street and the Telecom Industry of the 90’s  Grew rapidly through acquisitions and from increased demand for telecom services  High stock price was a powerful currency to make acquisitions WorldCom was a casualty of the Dotcom Bubble Burst of 2000  Resorted to accounting fraud to meet financial targets  Went bankrupt

4. 4 Overview of WorldCom Key Events – 1996: Acquired MFS (including internet backbone) – 1998: Acquired MCI (more than twice it’s size) – 2000: Failed merger with Sprint (would have been the largest merger in history) – 2000: Dotcom Bubble Burst (rapid decline in telecom stock values) – 2000-02: WorldCom loans $400M to CEO (Ebbers) – 2002: Accounting Fraud uncovered – 2002: Filed for Bankruptcy Protection – 2004: Emerged from Bankruptcy as MCI – 2005: Verizon agrees to acquire the company for $6.75B (plus assumption of $6B of Debt)

5. 5 Overview of WorldCom Financial Highlights1994199920012004 ($ in billions) Revenues$2.2$37.1$35.2$20.7 Total Assets$3.4$91.1$103.9$17.1 Employees (in 000's) 7.597.687.840.4 Market Cap.$3.3$150.5$42.8$ 6.4 Debt$0.8$ 13.1$30.0$ 5.9 Total Capitalization$4.1$163.6$72.8$12.3 Source: Original SEC Filings, before restatements for accounting fraud.

6. 6 Nature of Accounting Fraud $11 Billion Accounting Fraud over 3 year period (1999 - 2002) Accounting Fraud occurred in two main forms: Understatement of operating expenses of $7B through improper release of accruals and through improper capitalization of operating expenses Overstatement of revenues of $1B. Summary of Improper Income statement amounts ($ in millions) 1999200020012002Total Revenues $ 205 $ 328 $ 358 $ 67 $ 958 Line Costs $ 598 $ 2,870 $ 3,063 $ 798 $ 7,329 Other Expenses $ 135 $ 676 $ 177 $ (25) $ 428 Total $ 938 $ 3,874 $ 3,598 $ 840 $ 9,250 Source: Report of Investigation by the Special Investigative Committee of Board of Directors of WorldCom, Inc.

7. 7 Impact of the Fraud Shareholders $180B of shareholder value lost (based on peak stock price) Debt & Preferred Stock holders $37.5B of debt and preferred stock holder value lost Company $750M settlement paid to SEC Employees 57,000 employees lost jobs All current and former employees lost most of their retirement savings (invested in WorldCom stock)

8. 8 Impact of the Fraud Executives and Accounting Staff 6 individuals convicted of fraud / conspiracy / false filings Ebbers – CEO 25 years in prison Sullivan – CFO 5 years in prison Myers – Controller 1 year in prison Yates – Dir of Acctg 1 year in prison Vinson – Acctg Dept 5 months in prison Manager 5 months house arrest Normand –Acctg Dept 3 years probation Manager Above 6 individuals agreed to pay a total of $24-34M to settle securities class action case

9. 9 Impact of the Fraud Board of Directors 12 Directors agreed to pay (out of pocket) a total of $25M to settle securities class action case Investment Bankers Settlement of securities class action case with banks: Citi Group $2.6B JP Morgan 2.0B B of A.5B Other.9B SEC Action: Grubman an Soloman Brothers Securities Analyst fined $15M and banned for life from practice.

10. 10 Impact of the Fraud Independent Auditor Arthur Andersen agreed to pay $65M to settle securities class action case Insurance Companies Agreed to pay $36M to settle claims against WorldCom directors and officers

11. 11 How It Happened WorldCom Environment Substantial Problems with the Company’s Internal Controls  WorldCom was dominated by Ebbers and Sullivan, with virtually no checks and constraints placed on their actions  Significant pressure to “meet the numbers”  Lack of courage of employees to communicate the fraudulent activates – believed it would have cost them their jobs  A financial system in which controls were extremely deficient  The BOD and Audit Committee did not appear to have had an adequate understanding of the company and culture  Inadequate audits by independent auditors ___________ Source: Report of Investigation by the Special Investigative Committee of the Board of Directors of WorldCom, Inc.

12. 12 How It Happened Macro Business Environment The 90’s has been labeled by many as the “Perfect Storm”  The whole system of checks and balances failed Public Companies Accounting Profession - Management & Boards -Standard Setters Investment Banks -Independent Auditors - Bankers and Analysts Legal Profession - Institutional Investors - Individual Investors  Resulted in a number of high profile business failures and wrongdoings WorldCom Enron HealthSouth Qwest Tyco Adelphia Global Crossing Boeing ImClone

13. 13 Why ‘good’ managers make bad ethical choices (Source: HBS 1986 – Saul W. Gellerman) Four Rationalizations To Justify Questionable Conduct 1) Believe that the activity is not “really” illegal 2) Believe that it is in the individual’s or corporation’s best interest 3) Believe that it will never be found out 4) Believe that the company will condone actions that are taken in its interest and will even protect the managers responsible

14. 14 Why ‘good’ managers make bad ethical choices (HBS 1986 – Saul W. Gellerman) Conclusion A good way to avoid management oversights is to subject the control mechanisms themselves to periodic surprise audits…  The point is to make sure that internal audits and controls are functioning as planned  It is a case of inspecting the inspectors and taking the necessary steps to keep the controls working efficiently It is up to Top Management to send a clear & pragmatic message to all employees that good ethics is still the foundation of good business

15. 15 Key Take Aways History repeats itself Be aware of your environment If it seems too good to be true, it probably is No job is worth breaking the law or committing unethical acts for Your personal integrity is your most important asset – you own it and control it

16. 16 References First Interim Report of Dick Thornburgh, Bankruptcy Court Examiner – United States Bankruptcy Court Southern District of New York – re. WorldCom, Inc. (November 4, 2002) Report of Investigation by the Special Investigative Committee of the Board of Directors of WorldCom, Inc. (March 31, 2003) Second Interim Report of Dick Thornburg, Bankruptcy Court Examiner (June 9, 2003 Why ‘good’ managers make bad ethical choices by Saul W. Gellerman– Harvard Business Review (July – August 1986) Order to Commit Fraud, A Staffer Balked, Then Caved by Susan Pulliam – Wall Street Journal (June 23, 2003) Ebbers Is Convicted in Massive Fraud by Almar Latour, Shawn Young and Li Yuan – WSJ (March 16, 2005) At Center of Fraud, WorldCom Official Sees Life Unravel by Susan Pulliam – WSJ (March 24, 2005) WorldCom’s Myers Gets One-Year Prison Term by Shawn Young – WSJ (August 10, 2005) WorldCom’s Sullivan Gets Five Years in Jail by Dionne Searcey and Shawn Young – WSJ (August 11,2005) Settlements – WorldCom Securities Litigation – www.worldcomlitigation.com