8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2003

WorldCom, Inc.

(Exact Name of Registrant as Specified in Charter)

Georgia	0-11258	58-1521612
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

22001 Loudoun County Parkway, Ashburn, Virginia	20147
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (703) 886-5600

Item 5. Other Events.

Press Release

On May 19, 2003, WorldCom, Inc., d/b/a MCI, (the “Company”) issued a press release announcing a proposed settlement with the Securities and Exchange Commission regarding a civil penalty to be imposed for the Company’s past accounting practices. The proposed settlement would require the Company to pay a civil penalty of $1.510 billion, to be satisfied by payment of $500 million upon the effective date of the Company’s emergence from Chapter 11 protection. The proposed settlement must be approved by the U.S. District Court for the Southern District of New York and the U.S. Bankruptcy Court for the Southern District of New York. The District Court issued an order which, among other things, established a procedure inviting interested parties to submit comments on the proposed settlement on or before June 6, 2003. On June 11, 2003, the District Court will hold a status conference with the parties and, therefore, will not approve a settlement before that date. A copy of this press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements.

Not Applicable.

(b) Pro Forma Financial Information.

Not Applicable.

(c) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release dated May 19, 2003

Cautionary Statement Regarding Forward-Looking Statements

This document may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to the Company’s bankruptcy proceedings and matters arising out of pending class action and other lawsuits and ongoing internal and government investigations relating to the previously announced restatements of its financial results. More detailed information about those factors is contained in the Company’s filings with the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WORLDCOM, INC. (Registrant)
By:	/s/    Michael H. Salsbury
	Name: Michael H. Salsbury Title: General Counsel and Secretary

Dated: May 20, 2003

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated May 19, 2003

EX-99.1

EXHIBIT 99.1

MCI AND SEC REACH FINAL SETTLEMENT

Payment of $500 million will resolve all SEC claims against the Company

ASHBURN, Va, May 19, 2003—MCI today announced a settlement with the Securities and Exchange Commission (SEC) on a civil penalty to be imposed for the company’s past accounting practices. The settlement finds the company liable for a civil penalty of $1.510 billion, to be satisfied by payment of $500 million upon the effective date of the Company’s emergence from Chapter 11 protection, expected this fall.

The settlement must be approved by the U.S. District Court that is overseeing the SEC’s lawsuit against the Company as well as by the U.S. Bankruptcy Court that is overseeing the Company’s Chapter 11 proceedings. The District court has entered an order establishing a procedure for consideration of the proposed settlement. The court invited interested parties to submit comments on the proposed settlement on or before June 6, 2003. If the settlement is approved by the courts it will resolve all claims by the SEC against the Company for its past accounting practices.

The funds will be distributed pursuant to the Fair Fund provisions of the Sarbanes-Oxley Act of 2002. The U.S. District Court will approve the plan for distribution of the funds.

“This settlement recognizes our cooperation with the SEC’s investigation, the Company’s acceptance of responsibility for its past accounting practices, and the significant strides we have made in rebuilding MCI as a model of good corporate governance,” said MCI’s executive vice president and general counsel Michael Salsbury. “This is an important milestone in our progress to emerge from Chapter 11 on schedule this fall.”

MCI has already implemented a significant number of management, policy and structural changes beyond the provisions of the settlement, such as:

• Appointment of a new Board of Directors, CEO, and CFO;

• Active ethics program and continuing education procedures;

• Engagement of KPMG as its new auditor; and

• Commitment to transparency and candor in all company affairs.

About WorldCom, Inc.

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business under the MCI brand name, is a leading global communications provider, delivering innovative, cost-effective, advanced communications connectivity to businesses, governments and consumers. With the industry’s most expansive global IP backbone and wholly-owned data networks, WorldCom develops the converged communications products and services that are the foundation for commerce and communications in today’s market. For more information, go to http://www.mci.com.