EX-99 3 a4724551ex991.txt EXHIBIT 99.1 Exhibit 99.1 Morgan Stanley Reports $837 Million In Third Quarter Earnings NEW YORK--(BUSINESS WIRE)--Sept. 22, 2004--Morgan Stanley (NYSE: MWD) today reported net income of $837 million for the quarter ended August 31, 2004 -- a decrease of $432 million, or 34 percent, from the third quarter of 2003 and $386 million, or 32 percent, from the second quarter of 2004. Diluted earnings per share were $0.76 compared with $1.15 a year ago and $1.10 in the second quarter. The annualized return on average common equity was 12.3 percent in the current quarter, as compared with 22.0 percent in the third quarter of 2003 and 18.4 percent in the second quarter of 2004. Net revenues (total revenues less interest expense and the provision for loan losses) of $5.4 billion were 3 percent higher than last year's third quarter but 18 percent below this year's second quarter. Non-interest expenses of $4.1 billion were 23 percent higher than a year ago, but 15 percent below last quarter. In the third quarter of 2003, the year-to-date effect of changes to the terms of the Company's equity-based compensation program reduced compensation expense by $519 million and increased net income by $350 million, diluted earnings per share by $0.32 and the annualized return on average common equity by 6.1 percentage points. Business Highlights - For the first eight months of calendar 2004, the Company ranked first in global equity and equity-linked issuances, first in global IPOs, and second in both global debt issuances and global completed M&A. - Firmwide assets under management reached $510 billion at quarter end, an 18 percent increase from a year ago.1 - Credit quality at Discover Card continued to improve, with net charge-off and delinquency rates at their lowest levels in more than three years. Pre-tax earnings were $330 million -- up 13 percent from a year ago and Discover Card's second best quarter in four years. Philip J. Purcell, chairman and CEO, said, "Our firm continued to generate significant momentum with clients. In investment banking, we completed several landmark deals. Our Investment Management business and Discover Card also performed well, but reduced trading revenues resulted in lower quarterly earnings for the firm." The Company recorded a pre-tax loss of $42 million in the current quarter related to the markdown of certain aircraft that are subject to a probable sale and, accordingly, have been designated as "held for sale". The revenues and expenses associated with these aircraft have been classified as "discontinued operations" for all periods presented. For the first nine months of 2004, net income was $3,286 million, an 18 percent increase over $2,773 million a year ago. Diluted earnings per share were $2.97, up 18 percent from a year ago. Net revenues rose 16 percent to $18.3 billion and non-interest expenses increased 16 percent to $13.3 billion. The annualized return on average common equity for the nine-month period was 16.6 percent compared with 16.3 percent last year. INSTITUTIONAL SECURITIES Institutional Securities posted pre-tax income2 of $682 million, down 43 percent from the third quarter of 2003 -- largely driven by higher non-interest expenses, which included the impact of last year's compensation program changes. Net revenues of $2.8 billion were 1 percent lower, reflecting a decline in fixed income sales and trading revenues, largely offset by improved results in advisory and underwriting activities, and higher equity sales and trading revenues. - Fixed income sales and trading net revenues were $1.2 billion, down 19 percent from the third quarter of 2003. Revenues declined sharply in interest rate & currency products. Mixed U.S. economic data coupled with higher global energy prices led to concerns about the strength of economic growth, and resulted in a more difficult trading environment. Commodities had another strong quarter, although slightly lower than last year, as tight oil supplies, concerns about production disruptions and growing demand drove energy prices and volatilities higher. Credit products revenues were modestly lower this quarter. - Equity sales and trading net revenues increased 6 percent from last year to $883 million. The increase was driven primarily by higher revenues from the Company's Prime Brokerage and cash businesses. This quarter's revenues were impacted by continuing low levels of market volatility, which reduced trading opportunities. - The Company's aggregate average trading VaR was $79 million in the current quarter compared with $54 million in the third quarter of last year, and $72 million in the second quarter of 2004. - Advisory revenues were $310 million, a 138 percent increase from last year's third quarter. There was a significant increase in the Company's market share in completed M&A transactions and a 62 percent increase in industry-wide completed M&A activity over the same period.3 - Underwriting revenues were $401 million, up 3 percent from last year's third quarter. Equity underwriting revenues rose 9 percent. While industry-wide equity underwriting activity fell 12 percent compared to last year, the Company's volume of activity increased 12 percent over the same period. The Company's equity global market share rose from 7 percent a year ago to 9 percent in the current quarter. Fixed income underwriting revenues declined 2 percent from a year ago, compared with a 1 percent increase in industry-wide activity. The Company's fixed income global market share remained at 8 percent.3 - For the calendar year-to-date, the Company ranked first in global equity and equity-linked issuances with a 12 percent market share, first in global IPOs with a 15 percent market share, second in global debt issuances with a 7 percent market share, second in completed global M&A with a 32 percent market share and fourth in announced global M&A with a 24 percent market share.4 Landmark transactions completed during the quarter included the $1.9 billion Google IPO, the $3.1 billion Deutsche PostBank IPO and the defense of Aventis resulting in its $65.7 billion sale to Sanofi-Synthelabo S.A. Significant M&A transactions announced during the quarter included National Grid Transco's $10.7 billion asset sale and the $1.4 billion sale of Marks & Spencer Money to HSBC. - Non-interest expenses for the quarter rose 32 percent to $2.1 billion. Compensation expense increased because last year's third quarter included the year-to-date impact of changes in the Company's equity-based compensation program. In addition, higher levels of business activity resulted in increases in the professional services and other expense categories. Expected costs related to legal and regulatory matters increased to approximately $50 million, driven by a failure to deliver certain prospectuses pursuant to regulatory requirements. INDIVIDUAL INVESTOR GROUP The Individual Investor Group posted pre-tax income of $22 million, an 88 percent decline from last year's third quarter. The decline in earnings resulted from higher non-interest expenses, partially offset by a modest increase in net revenues. - Total net revenues rose 2 percent from a year ago to $1.1 billion, driven by a 28 percent increase in asset management, distribution and administration fees, reflecting higher client asset levels in fee-based accounts. This increase was largely offset by declines of 12 percent in commissions and 25 percent in principal transaction trading revenues resulting from lower sales of fixed income products. - Non-interest expenses increased 21 percent from a year ago to $1.1 billion. Compensation expense was higher because last year's third quarter included the year-to-date impact of changes in the Company's equity-based compensation program. Also, legal and regulatory expenses increased approximately $70 million, of which the largest driver was expected costs associated with a failure to deliver certain prospectuses pursuant to regulatory requirements. - Total client assets were $576 billion, a 6 percent increase from last year's third quarter and a decrease of 1 percent from this year's second quarter. Client assets in fee-based accounts rose 20 percent to $146 billion over the past twelve months and increased as a percentage of total client assets to 25 percent from 22 percent over the same period. - At quarter-end, the number of global financial advisors was 10,785 -- 541 lower than a year ago but an increase of 63 over the quarter. INVESTMENT MANAGEMENT Investment Management pre-tax income rose 33 percent from last year's third quarter to $217 million. Net revenues increased 16 percent to $692 million, driven by higher investment gains and an increase in average assets under management. Non-interest expenses rose 9 percent to $475 million on higher compensation expenses reflecting the increase in net revenues, as well as the impact of last year's compensation program change. - Assets under management within Investment Management were $394 billion, $49 billion above the third quarter of last year. The increase resulted from both market appreciation and positive net flows. - Institutional assets were $200 billion, an increase of $45 billion from a year ago. The increase in institutional assets reflected market appreciation and the continuation of robust growth in liquidity products. Retail assets of $194 billion were $4 billion higher than a year ago. - Among full-service brokerage firms, the Company had the highest number of domestic funds (37) receiving one of Morningstar's two highest ratings.5 In addition, the percent of the Company's fund assets performing in the top half of the Lipper rankings was 60 percent over one year, 70 percent over three years and 76 percent over five years.6 - Investment gains for the quarter were $90 million, up from $10 million a year ago and included approximately $75 million associated with an ownership interest in Vanguard Health Systems. CREDIT SERVICES Credit Services posted pre-tax income of $330 million on a managed basis, up 13 percent from last year's third quarter. The increase was driven by a lower provision for loan losses, reflecting improved credit quality, partially offset by a decline in net interest income, lower merchant and cardmember fees and higher non-interest expenses driven by an increase in marketing expenses. - Managed credit card loans of $47.1 billion at quarter end were 6 percent lower than a year ago although slightly above the level at the beginning of the quarter. Net interest income fell $100 million from a year ago, reflecting the decline in credit card loan balances and a narrower interest rate spread, which contracted eight basis points to 8.83 percent, as a lower yield more than offset lower cost of funds. - Managed merchant and cardmember fees were $499 million, down 5 percent from a year ago, primarily due to lower late and overlimit fees. The decline in these fees reflected sharply lower credit card delinquencies. - Transaction volume increased 2 percent to $25.4 billion, the second highest quarterly volume ever. - The managed credit card net charge-off rate for the third quarter was 5.76 percent, 114 basis points below a year ago -- and its lowest level in more than three years. The decrease reflects the effect of the Company's credit and collection initiatives and an industry-wide improvement in credit quality, including the stabilization of bankruptcy filings. - The managed credit card over-30-day delinquency rate was 4.81 percent, a decrease of 124 basis points from the third quarter of 2003. The managed credit card over-90-day delinquency rate was 2.22 percent, 69 basis points lower than a year ago. - Non-interest expenses of $567 million rose 5 percent from a year ago, primarily due to increased marketing expenses, largely related to account acquisition activity and merchant initiatives. As of August 31, 2004, the Company had repurchased approximately 9 million shares of its common stock since the end of fiscal 2003. The Company also announced that its Board of Directors declared a $0.25 quarterly dividend per common share. The dividend is payable on October 29, 2004, to common shareholders of record on October 8, 2004. Total capital at August 31, 2004 was $101.2 billion, including $30.3 billion of common shareholders' equity and junior subordinated debt issued to capital trusts. Book value per common share was $25.00, based on 1.1 billion shares outstanding. OTHER MATTERS The Company also announced that it has reached an agreement in principle with the Staff of the New York Stock Exchange relating to its failure to comply with certain prospectus delivery requirements, operational deficiencies, employee defalcations (including the Soto matter) and other matters. The settlement will include a fine of $19 million. Negotiations with the Staff about the details of the resolution have not concluded, and no assurance can be given that a resolution will be achieved. Morgan Stanley is a global financial services firm and a market leader in securities, investment management and credit services. With more than 600 offices in 27 countries, Morgan Stanley connects people, ideas and capital to help clients achieve their financial aspirations. Access this press release on-line @www.morganstanley.com (See Attached Schedules) This release may contain forward-looking statements. These statements reflect management's beliefs and expectations, and are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of the risks and uncertainties that may affect the Company's future results, please see "Forward-Looking Statements" immediately preceding Part I, Item 1, "Certain Factors Affecting Results of Operations" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 and "Competition" and "Regulation" in Part I, Item 1 of the Company's 2003 Annual Report on Form 10-K and "Management's Discussion and Analysis of Financial Conditions and Results of Operations" in the Company's Quarterly Reports on Form 10-Q for fiscal 2004. 1 The $510 billion in assets under management is composed of: Investment Management, $394 billion; Individual Investor Group, $103 billion; and Institutional Securities, $13 billion. 2 Represents income from continuing operations before losses from unconsolidated investees and taxes. 3 Source: Thomson Financial -- for the periods: June 1, 2003 to August 31, 2003 and June 1, 2004 to August 31, 2004. 4 Source: Thomson Financial -- for the period January 1, 2004 to August 31, 2004. 5 Full service brokerage firms include: Merrill Lynch, Citigroup and Prudential. As of August 31, 2004. 6 For the one, three and five year periods ending August 31, 2004. MORGAN STANLEY Financial Summary (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Net revenues Institutional Securities $ 2,776 $ 2,792 (1%) Individual Investor Group 1,124 1,102 2% Investment Management 692 598 16% Credit Services 897 834 8% Intersegment Eliminations (64) (77) 17% ------------ ------------ Consolidated net revenues $ 5,425 $ 5,249 3% ============ ============ Income before taxes (1) Institutional Securities $ 682 $ 1,201 (43%) Individual Investor Group 22 188 (88%) Investment Management 217 163 33% Credit Services 330 292 13% Intersegment Eliminations 31 31 -- ------------ ------------ Consolidated income before taxes $ 1,282 $ 1,875 (32%) ============ ============ Earnings per basic share: Income from continuing operations $ 0.80 $ 1.18 (32%) Loss from discontinued operations $ (0.02) $ - * Earnings per basic share $ 0.78 $ 1.18 (34%) Earnings per diluted share: Income from continuing operations $ 0.78 $ 1.15 (32%) Loss from discontinued operations $ (0.02) $ - * Earnings per diluted share $ 0.76 $ 1.15 (34%) Average common shares outstanding Basic 1,081.4 1,077.7 Diluted 1,105.5 1,100.6 Period end common shares outstanding 1,096.7 1,088.1 Return on common equity 12.3% 22.0% -------------------------- (1) Represents consolidated income from continuing operations before losses from unconsolidated investees, taxes and dividends on preferred securities subject to mandatory redemption. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Financial Summary (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 May 31, 2004 Change ------------ ------------ ------ Net revenues Institutional Securities $ 2,776 $ 3,947 (30%) Individual Investor Group 1,124 1,209 (7%) Investment Management 692 690 -- Credit Services 897 879 2% Intersegment Eliminations (64) (75) 15% ------------ ------------ Consolidated net revenues $ 5,425 $ 6,650 (18%) ============ ============ Income before taxes (1) Institutional Securities $ 682 $ 1,135 (40%) Individual Investor Group 22 132 (83%) Investment Management 217 209 4% Credit Services 330 298 11% Intersegment Eliminations 31 29 7% ------------ ------------ Consolidated income before taxes $ 1,282 $ 1,803 (29%) ============ ============ Earnings per basic share: Income from continuing operations $ 0.80 $ 1.13 (29%) Loss from discontinued operations $ (0.02) $ - * Earnings per basic share $ 0.78 $ 1.13 (31%) Earnings per diluted share: Income from continuing operations $ 0.78 $ 1.10 (29%) Loss from discontinued operations $ (0.02) $ - * Earnings per diluted share $ 0.76 $ 1.10 (31%) Average common shares outstanding Basic 1,081.4 1,082.2 Diluted 1,105.5 1,110.4 Period end common shares outstanding 1,096.7 1,098.1 Return on common equity 12.3% 18.4% -------------------------- (1) Represents consolidated income from continuing operations before losses from unconsolidated investees, taxes and dividends on preferred securities subject to mandatory redemption. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Financial Summary (unaudited, dollars in millions) Nine Months Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Net revenues Institutional Securities $ 10,227 $ 8,608 19% Individual Investor Group 3,544 3,089 15% Investment Management 2,024 1,681 20% Credit Services 2,734 2,616 5% Intersegment Eliminations (213) (224) 5% ------------ ------------ Consolidated net revenues $ 18,316 $ 15,770 16% ============ ============ Income before taxes (1) Institutional Securities $ 3,000 $ 2,581 16% Individual Investor Group 320 311 3% Investment Management 596 385 55% Credit Services 993 884 12% Intersegment Eliminations 89 93 (4%) ------------ ------------ Consolidated income before taxes $ 4,998 $ 4,254 17% ============ ============ Earnings per basic share: Income from continuing operations $ 3.06 $ 2.59 18% Loss from discontinued operations $ (0.02) $ (0.02) -- Earnings per basic share $ 3.04 $ 2.57 18% Earnings per diluted share: Income from continuing operations $ 2.99 $ 2.54 18% Loss from discontinued operations $ (0.02) $ (0.02) -- Earnings per diluted share $ 2.97 $ 2.52 18% Average common shares outstanding Basic 1,081.2 1,077.1 Diluted 1,107.5 1,098.2 Period end common shares outstanding 1,096.7 1,088.1 Return on common equity 16.6% 16.3% -------------------------- (1) Represents consolidated income from continuing operations before losses from unconsolidated investees, taxes and dividends on preferred securities subject to mandatory redemption. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-1 ---------------------------------------------------------------------- MORGAN STANLEY Consolidated Income Statement Information (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Investment banking $ 783 $ 608 29% Principal transactions: Trading 695 1,818 (62%) Investments 125 38 * Commissions 768 775 (1%) Fees: Asset management, distribution and administration 1,088 956 14% Merchant and cardmember 349 340 3% Servicing 459 462 (1%) Interest and dividends 5,410 3,821 42% Other 177 108 64% ------------ ------------ Total revenues 9,854 8,926 10% Interest expense 4,189 3,367 24% Provision for consumer loan losses 240 310 (23%) ------------ ------------ Net revenues 5,425 5,249 3% ------------ ------------ Compensation and benefits 2,347 1,940 21% Occupancy and equipment 228 191 19% Brok., clearing and exchange fees 231 212 9% Info processing and communications 326 315 3% Marketing and business development 279 197 42% Professional services 400 283 41% Other 332 236 41% ------------ ------------ Total non-interest expenses 4,143 3,374 23% ------------ ------------ Income from continuing operations before losses from unconsolidated investees, income taxes and dividends on preferred securities subject to mandatory redemption 1,282 1,875 (32%) Losses from unconsolidated investees 77 105 (27%) Provision for income taxes 343 455 (25%) Dividends on preferred securities subject to mandatory redemption (1) - 47 * ------------ ------------ Income from continuing operations 862 1,268 (32%) ------------ ------------ Discontinued operations Loss/(gain) from discontinued operations (including loss on disposal of $42 million in 2004) 42 (2) * Income tax benefit/(provision) (17) 1 * ------------ ------------ Loss/(gain) on discontinued operations 25 (1) * ------------ ------------ Net income $ 837 $ 1,269 (34%) ============ ============ Compensation and benefits as a % of net revenues 43% 37% -------------------------- (1) At February 29, 2004, preferred securities subject to mandatory redemption were reclassified to junior subordinated debt issued to capital trusts (a component of long-term debt) pursuant to the adoption of FASB Interpretation No. 46, "Consolidation of Variable Interest Entities". Dividends on junior subordinated debt issued to capital trusts are included in interest expense from February 29, 2004 forward. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Consolidated Income Statement Information (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 May 31, 2004 Change ------------ ------------ ------ Investment banking $ 783 $ 983 (20%) Principal transactions: Trading 695 2,064 (66%) Investments 125 191 (35%) Commissions 768 877 (12%) Fees: Asset management, distribution and administration 1,088 1,113 (2%) Merchant and cardmember 349 306 14% Servicing 459 485 (5%) Interest and dividends 5,410 3,663 48% Other 177 118 50% ------------ ------------ Total revenues 9,854 9,800 1% Interest expense 4,189 2,950 42% Provision for consumer loan losses 240 200 20% ------------ ------------ Net revenues 5,425 6,650 (18%) ------------ ------------ Compensation and benefits 2,347 2,923 (20%) Occupancy and equipment 228 206 11% Brok., clearing and exchange fees 231 237 (3%) Info processing and communications 326 318 3% Marketing and business development 279 263 6% Professional services 400 356 12% Other 332 544 (39%) ------------ ------------ Total non-interest expenses 4,143 4,847 (15%) ------------ ------------ Income from continuing operations before losses from unconsolidated investees, income taxes and dividends on preferred securities subject to mandatory redemption 1,282 1,803 (29%) Losses from unconsolidated investees 77 81 (5%) Provision for income taxes 343 498 (31%) Dividends on preferred securities subject to mandatory redemption (1) - - -- ------------ ------------ Income from continuing operations 862 1,224 (30%) ------------ ------------ Discontinued operations Loss/(gain) from discontinued operations (including loss on disposal of $42 million in 2004) 42 1 * Income tax benefit/(provision) (17) - * ------------ ------------ Loss/(gain) on discontinued operations 25 1 * ------------ ------------ Net income $ 837 $ 1,223 (32%) ============ ============ Compensation and benefits as a % of net revenues 43% 44% -------------------------- (1) At February 29, 2004, preferred securities subject to mandatory redemption were reclassified to junior subordinated debt issued to capital trusts (a component of long-term debt) pursuant to the adoption of FASB Interpretation No. 46, "Consolidation of Variable Interest Entities". Dividends on junior subordinated debt issued to capital trusts are included in interest expense from February 29, 2004 forward. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Consolidated Income Statement Information (unaudited, dollars in millions) Nine Months Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Investment banking $ 2,595 $ 1,733 50% Principal transactions: Trading 4,591 5,200 (12%) Investments 345 75 * Commissions 2,546 2,157 18% Fees: Asset management, distribution and administration 3,273 2,733 20% Merchant and cardmember 992 1,042 (5%) Servicing 1,516 1,532 (1%) Interest and dividends 12,855 11,059 16% Other 416 305 36% ------------ ------------ Total revenues 29,129 25,836 13% Interest expense 10,111 9,111 11% Provision for consumer loan losses 702 955 (26%) ------------ ------------ Net revenues 18,316 15,770 16% ------------ ------------ Compensation and benefits 7,982 6,763 18% Occupancy and equipment 634 582 9% Brok., clearing and exchange fees 692 605 14% Info processing and communications 964 945 2% Marketing and business development 796 711 12% Professional services 1,074 767 40% Other 1,176 1,143 3% ------------ ------------ Total non-interest expenses 13,318 11,516 16% ------------ ------------ Income from continuing operations before losses from unconsolidated investees, income taxes and dividends on preferred securities subject to mandatory redemption 4,998 4,254 17% Losses from unconsolidated investees 251 175 43% Provision for income taxes 1,392 1,175 18% Dividends on preferred securities subject to mandatory redemption (1) 45 109 (59%) ------------ ------------ Income from continuing operations 3,310 2,795 18% ------------ ------------ Discontinued operations Loss/(gain) from discontinued operations (including loss on disposal of $42 million in 2004) 40 36 11% Income tax benefit/(provision) (16) (14) (14%) ------------ ------------ Loss/(gain) on discontinued operations 24 22 9% ------------ ------------ Net income $ 3,286 $ 2,773 18% ============ ============ Compensation and benefits as a % of net revenues 44% 43% -------------------------- (1) At February 29, 2004, preferred securities subject to mandatory redemption were reclassified to junior subordinated debt issued to capital trusts (a component of long-term debt) pursuant to the adoption of FASB Interpretation No. 46, "Consolidation of Variable Interest Entities". Dividends on junior subordinated debt issued to capital trusts are included in interest expense from February 29, 2004 forward. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-2 ---------------------------------------------------------------------- MORGAN STANLEY Institutional Securities Income Statement Information (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Investment banking $ 711 $ 518 37% Principal transactions: Trading 565 1,644 (66%) Investments 38 31 23% Commissions 462 441 5% Asset management, distribution and administration fees 36 24 50% Interest and dividends 4,831 3,231 50% Other 137 58 136% ------------ ------------ Total revenues 6,780 5,947 14% Interest expense 4,004 3,155 27% ------------ ------------ Net revenues 2,776 2,792 (1%) ------------ ------------ Total non-interest expenses 2,094 1,591 32% ------------ ------------ Income from continuing operations before losses from unconsolidated investees, income taxes and dividends on preferred securities subject to mandatory redemption 682 1,201 (43%) Losses from unconsolidated investees 77 105 (27%) Dividends on preferred securities subject to mandatory redemption (1) - 47 * ------------ ------------ Income before taxes and discontinued operations $ 605 $ 1,049 (42%) ============ ============ Pre-tax profit margin (2) 25% 41% -------------------------- (1) At February 29, 2004, preferred securities subject to mandatory redemption were reclassified to junior subordinated debt issued to capital trusts (a component of long-term debt) pursuant to the adoption of FIN 46. Dividends on junior subordinated debt issued to capital trusts are included in interest expense from February 29, 2004 forward. (2) Income before taxes and discontinued operations, excluding losses from unconsolidated investees, as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Institutional Securities Income Statement Information (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 May 31, 2004 Change ------------ ------------ ------ Investment banking $ 711 $ 891 (20%) Principal transactions: Trading 565 1,923 (71%) Investments 38 136 (72%) Commissions 462 527 (12%) Asset management, distribution and administration fees 36 32 13% Interest and dividends 4,831 3,151 53% Other 137 57 140% ------------ ------------ Total revenues 6,780 6,717 1% Interest expense 4,004 2,770 45% ------------ ------------ Net revenues 2,776 3,947 (30%) ------------ ------------ Total non-interest expenses 2,094 2,812 (26%) ------------ ------------ Income from continuing operations before losses from unconsolidated investees, income taxes and dividends on preferred securities subject to mandatory redemption 682 1,135 (40%) Losses from unconsolidated investees 77 81 (5%) Dividends on preferred securities subject to mandatory redemption (1) - - -- ------------ ------------ Income before taxes and discontinued operations $ 605 $ 1,054 (43%) ============ ============ Pre-tax profit margin (2) 25% 29% -------------------------- (1) At February 29, 2004, preferred securities subject to mandatory redemption were reclassified to junior subordinated debt issued to capital trusts (a component of long-term debt) pursuant to the adoption of FIN 46. Dividends on junior subordinated debt issued to capital trusts are included in interest expense from February 29, 2004 forward. (2) Income before taxes and discontinued operations, excluding losses from unconsolidated investees, as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Institutional Securities Income Statement Information (unaudited, dollars in millions) Nine Months Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Investment banking $ 2,341 $ 1,480 58% Principal transactions: Trading 4,179 4,705 (11%) Investments 190 65 * Commissions 1,494 1,279 17% Asset management, distribution and administration fees 102 69 48% Interest and dividends 11,207 9,256 21% Other 269 194 39% ------------ ------------ Total revenues 19,782 17,048 16% Interest expense 9,555 8,440 13% ------------ ------------ Net revenues 10,227 8,608 19% ------------ ------------ Total non-interest expenses 7,227 6,027 20% ------------ ------------ Income from continuing operations before losses from unconsolidated investees, income taxes and dividends on preferred securities subject to mandatory redemption 3,000 2,581 16% Losses from unconsolidated investees 251 175 43% Dividends on preferred securities subject to mandatory redemption (1) 45 109 (59%) ------------ ------------ Income before taxes and discontinued operations $ 2,704 $ 2,297 18% ============ ============ Pre-tax profit margin (2) 29% 29% -------------------------- (1) At February 29, 2004, preferred securities subject to mandatory redemption were reclassified to junior subordinated debt issued to capital trusts (a component of long-term debt) pursuant to the adoption of FIN 46. Dividends on junior subordinated debt issued to capital trusts are included in interest expense from February 29, 2004 forward. (2) Income before taxes and discontinued operations, excluding losses from unconsolidated investees, as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-3 ---------------------------------------------------------------------- MORGAN STANLEY Individual Investor Group Income Statement Information (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Investment banking $ 64 $ 79 (19%) Principal transactions: Trading 130 174 (25%) Investments (3) (3) -- Commissions 315 356 (12%) Asset management, distribution and administration fees 514 403 28% Interest and dividends 103 93 11% Other 45 37 22% ------------ ------------ Total revenues 1,168 1,139 3% Interest expense 44 37 19% ------------ ------------ Net revenues 1,124 1,102 2% ------------ ------------ Total non-interest expenses 1,102 914 21% ------------ ------------ Income before taxes $ 22 $ 188 (88%) ============ ============ Pre-tax profit margin (1) 2% 17% -------------------------- (1) Income before taxes as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Individual Investor Group Income Statement Information (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 May 31, 2004 Change ------------ ------------ ------ Investment banking $ 64 $ 82 (22%) Principal transactions: Trading 130 141 (8%) Investments (3) (4) 25% Commissions 315 367 (14%) Asset management, distribution and administration fees 514 511 1% Interest and dividends 103 95 8% Other 45 52 (13%) ------------ ------------ Total revenues 1,168 1,244 (6%) Interest expense 44 35 26% ------------ ------------ Net revenues 1,124 1,209 (7%) ------------ ------------ Total non-interest expenses 1,102 1,077 2% ------------ ------------ Income before taxes $ 22 $ 132 (83%) ============ ============ Pre-tax profit margin (1) 2% 11% -------------------------- (1) Income before taxes as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Individual Investor Group Income Statement Information (unaudited, dollars in millions) Nine Months Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Investment banking $ 223 $ 225 (1%) Principal transactions: Trading 412 495 (17%) Investments (3) 4 * Commissions 1,099 946 16% Asset management, distribution and administration fees 1,497 1,159 29% Interest and dividends 291 274 6% Other 137 100 37% ------------ ------------ Total revenues 3,656 3,203 14% Interest expense 112 114 (2%) ------------ ------------ Net revenues 3,544 3,089 15% ------------ ------------ Total non-interest expenses 3,224 2,778 16% ------------ ------------ Income before taxes $ 320 $ 311 3% ============ ============ Pre-tax profit margin (1) 9% 10% -------------------------- (1) Income before taxes as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-4 ---------------------------------------------------------------------- MORGAN STANLEY Investment Management Income Statement Information (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Investment banking $ 8 $ 11 (27%) Principal transactions: Investments 90 10 * Commissions 8 7 14% Asset management, distribution and administration fees 578 567 2% Interest and dividends 3 (2) * Other 7 5 40% ------------ ------------ Total revenues 694 598 16% Interest expense 2 - * ------------ ------------ Net revenues 692 598 16% ------------ ------------ Total non-interest expenses 475 435 9% ------------ ------------ Income before taxes $ 217 $ 163 33% ============ ============ Pre-tax profit margin (1) 31% 27% -------------------------- (1) Income before taxes as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Investment Management Income Statement Information (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 May 31, 2004 Change ------------ ------------ ------ Investment banking $ 8 $ 10 (20%) Principal transactions: Investments 90 59 53% Commissions 8 8 -- Asset management, distribution and administration fees 578 607 (5%) Interest and dividends 3 1 * Other 7 6 17% ------------ ------------ Total revenues 694 691 -- Interest expense 2 1 100% ------------ ------------ Net revenues 692 690 -- ------------ ------------ Total non-interest expenses 475 481 (1%) ------------ ------------ Income before taxes $ 217 $ 209 4% ============ ============ Pre-tax profit margin (1) 31% 30% -------------------------- (1) Income before taxes as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Investment Management Income Statement Information (unaudited, dollars in millions) Nine Months Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Investment banking $ 31 $ 28 11% Principal transactions: Investments 158 6 * Commissions 24 14 71% Asset management, distribution and administration fees 1,788 1,618 11% Interest and dividends 6 - * Other 22 20 10% ------------ ------------ Total revenues 2,029 1,686 20% Interest expense 5 5 -- ------------ ------------ Net revenues 2,024 1,681 20% ------------ ------------ Total non-interest expenses 1,428 1,296 10% ------------ ------------ Income before taxes $ 596 $ 385 55% ============ ============ Pre-tax profit margin (1) 29% 23% -------------------------- (1) Income before taxes as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-5 ---------------------------------------------------------------------- MORGAN STANLEY Credit Services Income Statement Information (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 349 $ 340 3% Servicing 459 462 (1%) Other (5) 18 (128%) ------------ ------------ Total non-interest revenues 803 820 (2%) Interest revenue 496 515 (4%) Interest expense 162 191 (15%) ------------ ------------ Net interest income 334 324 3% Provision for consumer loan losses 240 310 (23%) ------------ ------------ Net credit income 94 14 * ------------ ------------ Net revenues 897 834 8% ------------ ------------ Total non-interest expenses 567 542 5% ------------ ------------ Income before taxes $ 330 $ 292 13% ============ ============ Pre-tax profit margin (1) 37% 35% -------------------------- (1) Income before taxes as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Credit Services Income Statement Information (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 May 31, 2004 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 349 $ 306 14% Servicing 459 485 (5%) Other (5) 16 (131%) ------------ ------------ Total non-interest revenues 803 807 -- Interest revenue 496 435 14% Interest expense 162 163 (1%) ------------ ------------ Net interest income 334 272 23% Provision for consumer loan losses 240 200 20% ------------ ------------ Net credit income 94 72 31% ------------ ------------ Net revenues 897 879 2% ------------ ------------ Total non-interest expenses 567 581 (2%) ------------ ------------ Income before taxes $ 330 $ 298 11% ============ ============ Pre-tax profit margin (1) 37% 34% -------------------------- (1) Income before taxes as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Credit Services Income Statement Information (unaudited, dollars in millions) Nine Months Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 992 $ 1,042 (5%) Servicing 1,516 1,532 (1%) Other 16 20 (20%) ------------ ------------ Total non-interest revenues 2,524 2,594 (3%) Interest revenue 1,411 1,604 (12%) Interest expense 499 627 (20%) ------------ ------------ Net interest income 912 977 (7%) Provision for consumer loan losses 702 955 (26%) ------------ ------------ Net credit income 210 22 * ------------ ------------ Net revenues 2,734 2,616 5% ------------ ------------ Total non-interest expenses 1,741 1,732 1% ------------ ------------ Income before taxes $ 993 $ 884 12% ============ ============ Pre-tax profit margin (1) 36% 34% -------------------------- (1) Income before taxes as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-6 ---------------------------------------------------------------------- MORGAN STANLEY Credit Services Income Statement Information (unaudited, dollars in millions) (Managed loan basis) Quarter Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 499 $ 523 (5%) Servicing - - -- Other (10) 19 * ------------ ------------ Total non-interest revenues 489 542 (10%) Interest revenue 1,422 1,576 (10%) Interest expense 337 391 (14%) ------------ ------------ Net interest income 1,085 1,185 (8%) Provision for consumer loan losses 677 893 (24%) ------------ ------------ Net credit income 408 292 40% ------------ ------------ Net revenues 897 834 8% ------------ ------------ Total non-interest expenses 567 542 5% ------------ ------------ Income before taxes $ 330 $ 292 13% ============ ============ Pre-tax profit margin (1) 37% 35% -------------------------- (1) Income before taxes as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Credit Services Income Statement Information (unaudited, dollars in millions) (Managed loan basis) Quarter Ended -------------------------- % Aug 31, 2004 May 31, 2004 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 499 $ 467 7% Servicing - - -- Other (10) 16 * ------------ ------------ Total non-interest revenues 489 483 1% Interest revenue 1,422 1,450 (2%) Interest expense 337 337 -- ------------ ------------ Net interest income 1,085 1,113 (3%) Provision for consumer loan losses 677 717 (6%) ------------ ------------ Net credit income 408 396 3% ------------ ------------ Net revenues 897 879 2% ------------ ------------ Total non-interest expenses 567 581 (2%) ------------ ------------ Income before taxes $ 330 $ 298 11% ============ ============ Pre-tax profit margin (1) 37% 34% -------------------------- (1) Income before taxes as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Credit Services Income Statement Information (unaudited, dollars in millions) (Managed loan basis) Nine Months Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 1,485 $ 1,594 (7%) Servicing - - -- Other 41 108 (62%) ------------ ------------ Total non-interest revenues 1,526 1,702 (10%) Interest revenue 4,396 4,748 (7%) Interest expense 1,024 1,242 (18%) ------------ ------------ Net interest income 3,372 3,506 (4%) Provision for consumer loan losses 2,164 2,592 (17%) ------------ ------------ Net credit income 1,208 914 32% ------------ ------------ Net revenues 2,734 2,616 5% ------------ ------------ Total non-interest expenses 1,741 1,732 1% ------------ ------------ Income before taxes $ 993 $ 884 12% ============ ============ Pre-tax profit margin (1) 36% 34% -------------------------- (1) Income before taxes as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-7 ---------------------------------------------------------------------- MORGAN STANLEY Intersegment Eliminations (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Investment banking $ - $ - -- Principal transactions: Trading - - -- Investments - - -- Commissions (17) (29) 41% Asset management, distribution and administration fees (40) (38) (5%) Interest and dividends (23) (16) (44%) Other (7) (10) 30% ------------ ------------ Total revenues (87) (93) 6% Interest expense (23) (16) (44%) ------------ ------------ Net revenues (64) (77) 17% ------------ ------------ Total non-interest expenses (95) (108) 12% ------------ ------------ Income before taxes $ 31 $ 31 -- ============ ============ -------------------------- Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Intersegment Eliminations (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 May 31, 2004 Change ------------ ------------ ------ Investment banking $ - $ - -- Principal transactions: Trading - - -- Investments - - -- Commissions (17) (25) 32% Asset management, distribution and administration fees (40) (37) (8%) Interest and dividends (23) (19) (21%) Other (7) (13) 46% ------------ ------------ Total revenues (87) (94) 7% Interest expense (23) (19) (21%) ------------ ------------ Net revenues (64) (75) 15% ------------ ------------ Total non-interest expenses (95) (104) 9% ------------ ------------ Income before taxes $ 31 $ 29 7% ============ ============ -------------------------- Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Intersegment Eliminations (unaudited, dollars in millions) Nine Months Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Investment banking $ - $ - -- Principal transactions: Trading - - -- Investments - - -- Commissions (71) (82) 13% Asset management, distribution and administration fees (114) (113) (1%) Interest and dividends (60) (75) 20% Other (28) (29) 3% ------------ ------------ Total revenues (273) (299) 9% Interest expense (60) (75) 20% ------------ ------------ Net revenues (213) (224) 5% ------------ ------------ Total non-interest expenses (302) (317) 5% ------------ ------------ Income before taxes $ 89 $ 93 (4%) ============ ============ -------------------------- Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-8 ---------------------------------------------------------------------- MORGAN STANLEY Financial Information and Statistical Data (unaudited) Quarter Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Total assets (millions) $ 745,033 $ 580,632 28% Adjusted assets (millions) (1) $ 465,105 $ 363,985 28% Period end common shares outstanding (millions) 1,096.7 1,088.1 1% Book value per common share $ 25.00 $ 21.79 15% Shareholders' equity (millions) (2) $ 30,317 $ 26,517 14% Total capital (millions) (3) $ 101,237 $ 78,241 29% Worldwide employees 52,812 52,205 1% Average Daily 99%/One-Day Value-at-Risk ("VaR") (4) Primary Market Risk Category ($ millions, pre-tax) Interest rate and credit spread $ 52 $ 42 Equity price 36 25 Foreign exchange rate 12 7 Commodity price 40 27 Aggregate trading VaR $ 79 $ 54 -------------------------- (1) Adjusted assets exclude certain self-funded assets considered to have minimal market, credit and/or liquidity risk that are generally attributable to matched book and securities lending businesses as measured by aggregate resale agreements and securities borrowed less non-derivative short positions. See page F-19 for further information. (2) At May 31, 2004 and August 31, 2004, shareholders' equity includes $2,897 million of junior subordinated debt issued to capital trusts that in prior periods was classified as preferred securities subject to mandatory redemption. This amount was reclassified to long-term debt at February 29, 2004 pursuant to the adoption of FIN 46. See Note 12 to the Consolidated Financial Statements in the Company's Form 10-K for fiscal 2003. At the prior quarter ends, shareholders' equity included preferred securities subject to mandatory redemption. The junior subordinated debt issued to capital trusts and the preferred securities subject to mandatory redemption at quarter ends prior to February 29, 2004 are collectively referred to hereinafter as junior subordinated debt issued to capital trusts. (3) Includes common equity, junior subordinated debt issued to capital trusts, capital units and the non-current portion of long-term debt. (4) 99%/One-Day VaR represents the loss amount that one would not expect to exceed, on average, more than one time every one hundred trading days in the Company's trading positions if the portfolio were held constant for a one day period. The Company's VaR incorporates substantially all financial instruments generating market risk that are managed by the Company's trading businesses. For a further discussion of the calculation of VaR and the limitations of the Company's VaR methodology, see Part II, Item 7A "Quantitative and Qualitative Disclosures about Market Risk" in the Company's Form 10-K for fiscal 2003. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Financial Information and Statistical Data (unaudited) Quarter Ended -------------------------- % Aug 31, 2004 May 31, 2004 Change ------------ ------------ ------ Total assets (millions) $ 745,033 $ 729,501 2% Adjusted assets (millions) (1) $ 465,105 $ 448,144 4% Period end common shares outstanding (millions) 1,096.7 1,098.1 -- Book value per common share $ 25.00 $ 24.59 2% Shareholders' equity (millions) (2) $ 30,317 $ 29,899 1% Total capital (millions) (3) $ 101,237 $ 100,127 1% Worldwide employees 52,812 51,580 2% Average Daily 99%/One-Day Value-at-Risk ("VaR") (4) Primary Market Risk Category ($ millions, pre-tax) Interest rate and credit spread $ 52 $ 50 Equity price 36 32 Foreign exchange rate 12 12 Commodity price 40 34 Aggregate trading VaR $ 79 $ 72 -------------------------- (1) Adjusted assets exclude certain self-funded assets considered to have minimal market, credit and/or liquidity risk that are generally attributable to matched book and securities lending businesses as measured by aggregate resale agreements and securities borrowed less non-derivative short positions. See page F-19 for further information. (2) At May 31, 2004 and August 31, 2004, shareholders' equity includes $2,897 million of junior subordinated debt issued to capital trusts that in prior periods was classified as preferred securities subject to mandatory redemption. This amount was reclassified to long-term debt at February 29, 2004 pursuant to the adoption of FIN 46. See Note 12 to the Consolidated Financial Statements in the Company's Form 10-K for fiscal 2003. At the prior quarter ends, shareholders' equity included preferred securities subject to mandatory redemption. The junior subordinated debt issued to capital trusts and the preferred securities subject to mandatory redemption at quarter ends prior to February 29, 2004 are collectively referred to hereinafter as junior subordinated debt issued to capital trusts. (3) Includes common equity, junior subordinated debt issued to capital trusts, capital units and the non-current portion of long-term debt. (4) 99%/One-Day VaR represents the loss amount that one would not expect to exceed, on average, more than one time every one hundred trading days in the Company's trading positions if the portfolio were held constant for a one day period. The Company's VaR incorporates substantially all financial instruments generating market risk that are managed by the Company's trading businesses. For a further discussion of the calculation of VaR and the limitations of the Company's VaR methodology, see Part II, Item 7A "Quantitative and Qualitative Disclosures about Market Risk" in the Company's Form 10-K for fiscal 2003. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-9 ---------------------------------------------------------------------- MORGAN STANLEY Financial Information and Statistical Data (unaudited) Quarter Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Institutional Securities Advisory revenue (millions) $ 310 $ 130 138% Underwriting revenue (millions) Equity $ 200 $ 183 9% Fixed income $ 201 $ 205 (2%) Sales and trading net revenue (millions) (1) Equity $ 883 $ 830 6% Fixed income $ 1,186 $ 1,462 (19%) Fiscal View Quarter Ended (2) -------------------------- Aug 31, 2004 Aug 31, 2003 ------------ ------------ Mergers and acquisitions announced transactions Morgan Stanley global market volume (billions) $ 79.4 $ 62.4 Market share 20.3% 21.9% Rank 4 3 Mergers and acquisitions completed transactions Morgan Stanley global market volume (billions) $ 135.4 $ 36.1 Market share 32.2% 13.9% Rank 2 6 Worldwide equity and related issues Morgan Stanley global market volume (billions) $ 9.4 $ 8.4 Market share 9.4% 7.3% Rank 2 6 Worldwide fixed income Morgan Stanley global market volume (billions) $ 86.9 $ 88.6 Market share 7.6% 7.8% Rank 2 3 -------------------------- (1) Includes principal trading, commissions and net interest revenue. (2) Source: Thomson Financial, data as of September 13, 2004. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Financial Information and Statistical Data (unaudited) Quarter Ended -------------------------- % Aug 31, 2004 May 31, 2004 Change ------------ ------------ ------ Institutional Securities Advisory revenue (millions) $ 310 $ 324 (4%) Underwriting revenue (millions) Equity $ 200 $ 314 (36%) Fixed income $ 201 $ 253 (21%) Sales and trading net revenue (millions) (1) Equity $ 883 $ 1,113 (21%) Fixed income $ 1,186 $ 1,828 (35%) Fiscal View Quarter Ended (2) -------------------------- Aug 31, 2004 May 31, 2004 ------------ ------------ Mergers and acquisitions announced transactions Morgan Stanley global market volume (billions) $ 79.4 $ 74.5 Market share 20.3% 20.9% Rank 4 4 Mergers and acquisitions completed transactions Morgan Stanley global market volume (billions) $ 135.4 $ 132.5 Market share 32.2% 37.3% Rank 2 2 Worldwide equity and related issues Morgan Stanley global market volume (billions) $ 9.4 $ 16.4 Market share 9.4% 12.9% Rank 2 2 Worldwide fixed income Morgan Stanley global market volume (billions) $ 86.9 $ 102.2 Market share 7.6% 7.5% Rank 2 2 -------------------------- (1) Includes principal trading, commissions and net interest revenue. (2) Source: Thomson Financial, data as of September 13, 2004. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Financial Information and Statistical Data (unaudited) Nine Months Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Institutional Securities Advisory revenue (millions) $ 866 $ 437 98% Underwriting revenue (millions) Equity $ 828 $ 462 79% Fixed income $ 647 $ 581 11% Sales and trading net revenue (millions) (1) Equity $ 3,101 $ 2,672 16% Fixed income $ 4,665 $ 4,379 7% Calendar View Eight Months Ended (2) -------------------------- Aug 31, 2004 Aug 31, 2003 ------------ ------------ Mergers and acquisitions announced transactions Morgan Stanley global market volume (billions) $ 261.9 $ 113.1 Market share 24.4% 15.4% Rank 4 5 Mergers and acquisitions completed transactions Morgan Stanley global market volume (billions) $ 283.5 $ 131.7 Market share 31.7% 18.9% Rank 2 3 Worldwide equity and related issues Morgan Stanley global market volume (billions) $ 38.1 $ 22.4 Market share 12.2% 10.3% Rank 1 3 Worldwide fixed income Morgan Stanley global market volume (billions) $ 251.0 $ 242.5 Market share 7.3% 7.2% Rank 2 3 -------------------------- (1) Includes principal trading, commissions and net interest revenue. (2) Source: Thomson Financial, data as of September 13, 2004. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-10 ---------------------------------------------------------------------- MORGAN STANLEY Statistical Data (unaudited) Quarter Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Individual Investor Group Global financial advisors 10,785 11,326 (5%) Total client assets (billions) $ 576 $ 544 6% Fee-based client account assets (billions) (1) $ 146 $ 122 20% Fee-based assets as a % of client assets 25% 22% Domestic retail locations 525 544 (3%) Investment Management Assets under management or supervision ($ billions) Net flows Retail $ (0.3) $ 1.1 (127%) Institutional (0.2) (1.8) 89% ------------ ------------ Net flows excluding money markets (0.5) (0.7) 29% ------------ ------------ Money markets 9.2 0.2 * Assets under management or supervision by distribution channel Retail $ 194 $ 190 2% Institutional 200 155 29% ------------ ------------ Total $ 394 $ 345 14% ============ ============ Assets under management or supervision by asset class Equity $ 179 $ 153 17% Fixed income 116 111 5% Money market 76 63 21% Other (2) 23 18 28% ------------ ------------ Total $ 394 $ 345 14% ============ ============ -------------------------- (1) Represents the amount of assets in client accounts where the basis of payment for services is a fee calculated on those assets. (2) Includes Alternative Investments. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Statistical Data (unaudited) Quarter Ended -------------------------- % Aug 31, 2004 May 31, 2004 Change ------------ ------------ ------ Individual Investor Group Global financial advisors 10,785 10,722 1% Total client assets (billions) $ 576 $ 579 (1%) Fee-based client account assets (billions) (1) $ 146 $ 145 1% Fee-based assets as a % of client assets 25% 25% Domestic retail locations 525 526 -- Investment Management Assets under management or supervision ($ billions) Net flows Retail $ (0.3) $ (0.6) 50% Institutional (0.2) 5.7 (104%) ------------ ------------ Net flows excluding money markets (0.5) 5.1 (110%) ------------ ------------ Money markets 9.2 4.2 119% Assets under management or supervision by distribution channel Retail $ 194 $ 195 (1%) Institutional 200 189 6% ------------ ------------ Total $ 394 $ 384 3% ============ ============ Assets under management or supervision by asset class Equity $ 179 $ 182 (2%) Fixed income 116 114 2% Money market 76 66 15% Other (2) 23 22 5% ------------ ------------ Total $ 394 $ 384 3% ============ ============ -------------------------- (1) Represents the amount of assets in client accounts where the basis of payment for services is a fee calculated on those assets. (2) Includes Alternative Investments. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Statistical Data (unaudited) Nine Months Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Investment Management Assets under management or supervision ($ billions) Net flows Retail $ (0.4) $ - * Institutional 6.9 (8.5) * ------------ ------------ Net flows excluding money markets 6.5 (8.5) * ------------ ------------ Money markets 14.8 (3.3) * F-11 ---------------------------------------------------------------------- MORGAN STANLEY Statistical Data (unaudited) Quarter Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Consolidated assets under management or supervision ($ billions) Consolidated assets under management or supervision by distribution channel Retail $ 290 $ 268 8% Institutional 220 165 33% ------------ ------------ Total (1) $ 510 $ 433 18% ============ ============ Consolidated assets under management or supervision by asset class Equity $ 224 $ 189 19% Fixed income 130 123 6% Money market 80 66 21% Other (2) 76 55 38% ------------ ------------ Total (1) $ 510 $ 433 18% ============ ============ -------------------------- (1) Revenues and expenses associated with customer assets of $103 billion and $85 billion for fiscal 3Q04 and fiscal 3Q03, respectively, are included in the Company's Individual Investor Group segment, and $13 billion and $3 billion for fiscal 3Q04 and fiscal 3Q03, respectively, are included in the Company's Institutional Securities segment. (2) Includes Alternative Investments. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Statistical Data (unaudited) Quarter Ended -------------------------- % Aug 31, 2004 May 31, 2004 Change ------------ ------------ ------ Consolidated assets under management or supervision ($ billions) Consolidated assets under management or supervision by distribution channel Retail $ 290 $ 290 -- Institutional 220 210 5% ------------ ------------ Total (1) $ 510 $ 500 2% ============ ============ Consolidated assets under management or supervision by asset class Equity $ 224 $ 226 (1%) Fixed income 130 128 2% Money market 80 70 14% Other (2) 76 76 -- ------------ ------------ Total (1) $ 510 $ 500 2% ============ ============ -------------------------- (1) Revenues and expenses associated with customer assets of $103 billion and $103 billion for fiscal 3Q04 and fiscal 2Q04, respectively, are included in the Company's Individual Investor Group segment, and $13 billion and $13 billion for fiscal 3Q04 and fiscal 2Q04, respectively, are included in the Company's Institutional Securities segment. (2) Includes Alternative Investments. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-12 ---------------------------------------------------------------------- MORGAN STANLEY Financial Information and Statistical Data (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Credit Services Total owned credit card loans Period end $ 18,471 $ 18,106 2% Average $ 17,787 $ 18,600 (4%) Total managed credit card loans (1)(2) Period end $ 47,126 $ 49,965 (6%) Average $ 46,873 $ 50,663 (7%) Interest yield 11.69% 11.94% (25 bp) Interest spread 8.83% 8.91% (8 bp) Transaction volume (billions) $ 25.4 $ 24.8 2% Accounts (millions) 46.0 46.3 (1%) Active accounts (millions) 19.6 21.3 (8%) Average receivables per average active account (actual $) $ 2,381 $ 2,348 1% Net gain on securitization $ (14) $ (9) (56%) Credit quality Net charge-off rate 5.76% 6.90% (114 bp) Delinquency rate (over 30 days) 4.81% 6.05% (124 bp) Delinquency rate (over 90 days) 2.22% 2.91% (69 bp) Allowance for loan losses at period end $ 939 $ 969 (3%) International managed credit card loans (2) Period end $ 2,337 $ 2,180 7% Average $ 2,389 $ 2,356 1% Accounts (millions) 1.2 1.1 9% Mortgages Mortgage originations $ 1,231 $ 1,618 (24%) -------------------------- (1) Includes domestic and international credit card businesses. (2) Includes owned and securitized credit card loans. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Financial Information and Statistical Data (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 May 31, 2004 Change ------------ ------------ ------ Credit Services Total owned credit card loans Period end $ 18,471 $ 17,506 6% Average $ 17,787 $ 16,202 10% Total managed credit card loans (1)(2) Period end $ 47,126 $ 46,828 1% Average $ 46,873 $ 46,929 -- Interest yield 11.69% 11.88% (19 bp) Interest spread 8.83% 9.06% (23 bp) Transaction volume (billions) $ 25.4 $ 24.4 4% Accounts (millions) 46.0 46.0 -- Active accounts (millions) 19.6 19.9 (2%) Average receivables per average active account (actual $) $ 2,381 $ 2,330 2% Net gain on securitization $ (14) $ (12) (17%) Credit quality Net charge-off rate 5.76% 6.48% (72 bp) Delinquency rate (over 30 days) 4.81% 4.88% (7 bp) Delinquency rate (over 90 days) 2.22% 2.40% (18 bp) Allowance for loan losses at period end $ 939 $ 940 -- International managed credit card loans (2) Period end $ 2,337 $ 2,409 (3%) Average $ 2,389 $ 2,411 (1%) Accounts (millions) 1.2 1.2 -- Mortgages Mortgage originations $ 1,231 $ 1,380 (11%) -------------------------- (1) Includes domestic and international credit card businesses. (2) Includes owned and securitized credit card loans. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Financial Information and Statistical Data (unaudited, dollars in millions) Nine Months Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Credit Services Total owned credit card loans Period end $ 18,471 $ 18,106 2% Average $ 17,287 $ 19,991 (14%) Total managed credit card loans (1)(2) Period end $ 47,126 $ 49,965 (6%) Average $ 47,485 $ 51,537 (8%) Interest yield 11.93% 11.90% 3 bp Interest spread 9.09% 8.69% 40 bp Transaction volume (billions) $ 73.9 $ 74.8 (1%) Accounts (millions) 46.0 46.3 (1%) Active accounts (millions) 19.6 21.3 (8%) Average receivables per average active account (actual $) $ 2,357 $ 2,333 1% Net gain on securitization $ (7) $ 37 (119%) Credit quality Net charge-off rate 6.19% 6.52% (33 bp) Delinquency rate (over 30 days) 4.81% 6.05% (124 bp) Delinquency rate (over 90 days) 2.22% 2.91% (69 bp) Allowance for loan losses at period end $ 939 $ 969 (3%) International managed credit card loans (2) Period end $ 2,337 $ 2,180 7% Average $ 2,368 $ 2,300 3% Accounts (millions) 1.2 1.1 9% Mortgages Mortgage originations $ 3,570 $ 4,305 (17%) -------------------------- (1) Includes domestic and international credit card businesses. (2) Includes owned and securitized credit card loans. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-13 ---------------------------------------------------------------------- MORGAN STANLEY The following page (F-14) presents more detailed financial information regarding the results of operations for the combined institutional securities, individual investor group and investment management businesses. Morgan Stanley believes that a combined presentation is informative due to certain synergies among these businesses, as well as to facilitate comparisons of the Company's results with those of other companies in the financial services industry that have securities and asset management businesses. Morgan Stanley provides this type of presentation for its credit services activities page (F-15) in order to provide helpful comparison to other credit card issuers. ---------------------------------------------------------------------- MORGAN STANLEY Inst'l Securities, Individual Investor Group and Investment Mgm't (1) Combined Income Statement Information (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Investment banking $ 783 $ 608 29% Principal transactions: Trading 695 1,818 (62%) Investments 125 38 * Commissions 768 775 (1%) Asset management, distribution and administration fees 1,088 956 14% Interest and dividends 4,929 3,316 49% Other 184 93 98% ------------ ------------ Total revenues 8,572 7,604 13% Interest expense 4,042 3,186 27% ------------ ------------ Net revenues 4,530 4,418 3% ------------ ------------ Compensation and benefits 2,155 1,745 23% Occupancy and equipment 205 170 21% Brok., clearing and exchange fees 231 212 9% Info processing and communications 242 227 7% Marketing and business development 143 107 34% Professional services 334 218 53% Other 268 156 72% ------------ ------------ Total non-interest expenses 3,578 2,835 26% ------------ ------------ Income from continuing operations before losses from unconsolidated investees, income taxes and dividends on preferred securities subject to mandatory redemption 952 1,583 (40%) Losses from unconsolidated investees 77 105 (27%) Dividends on preferred securities subject to mandatory redemption (2) - 47 * ------------ ------------ Income before taxes and discontinued operations $ 875 $ 1,431 (39%) ============ ============ Comp & benefits as a % of net rev. 48% 40% Non-comp exp. as a % of net rev. 31% 25% Pre-tax profit margin (3) 21% 35% Number of employees (4) 39,494 37,493 5% -------------------------- (1) Includes the elimination of intersegment activity. (2) At February 29, 2004, preferred securities subject to mandatory redemption were reclassified to junior subordinated debt issued to capital trusts (a component of long-term debt) pursuant to the adoption of FIN 46. Dividends on junior subordinated debt issued to capital trusts are included in interest expense from February 29, 2004 forward. (3) Income before taxes and discontinued operations, excluding losses from unconsolidated investees, as a % of net revenues. (4) Includes Institutional Securities, Individual Investor Group, Investment Management and Infrastructure/Company areas. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Inst'l Securities, Individual Investor Group and Investment Mgm't (1) Combined Income Statement Information (unaudited, dollars in millions) Quarter Ended -------------------------- % Aug 31, 2004 May 31, 2004 Change ------------ ------------ ------ Investment banking $ 783 $ 983 (20%) Principal transactions: Trading 695 2,064 (66%) Investments 125 191 (35%) Commissions 768 877 (12%) Asset management, distribution and administration fees 1,088 1,113 (2%) Interest and dividends 4,929 3,241 52% Other 184 105 75% ------------ ------------ Total revenues 8,572 8,574 -- Interest expense 4,042 2,800 44% ------------ ------------ Net revenues 4,530 5,774 (22%) ------------ ------------ Compensation and benefits 2,155 2,725 (21%) Occupancy and equipment 205 185 11% Brok., clearing and exchange fees 231 237 (3%) Info processing and communications 242 232 4% Marketing and business development 143 137 4% Professional services 334 291 15% Other 268 462 (42%) ------------ ------------ Total non-interest expenses 3,578 4,269 (16%) ------------ ------------ Income from continuing operations before losses from unconsolidated investees, income taxes and dividends on preferred securities subject to mandatory redemption 952 1,505 (37%) Losses from unconsolidated investees 77 81 (5%) Dividends on preferred securities subject to mandatory redemption (2) - - -- ------------ ------------ Income before taxes and discontinued operations $ 875 $ 1,424 (39%) ============ ============ Comp & benefits as a % of net rev. 48% 47% Non-comp exp. as a % of net rev. 31% 27% Pre-tax profit margin (3) 21% 26% Number of employees (4) 39,494 38,058 4% -------------------------- (1) Includes the elimination of intersegment activity. (2) At February 29, 2004, preferred securities subject to mandatory redemption were reclassified to junior subordinated debt issued to capital trusts (a component of long-term debt) pursuant to the adoption of FIN 46. Dividends on junior subordinated debt issued to capital trusts are included in interest expense from February 29, 2004 forward. (3) Income before taxes and discontinued operations, excluding losses from unconsolidated investees, as a % of net revenues. (4) Includes Institutional Securities, Individual Investor Group, Investment Management and Infrastructure/Company areas. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Inst'l Securities, Individual Investor Group and Investment Mgm't (1) Combined Income Statement Information (unaudited, dollars in millions) Nine Months Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Investment banking $ 2,595 $ 1,733 50% Principal transactions: Trading 4,591 5,200 (12%) Investments 345 75 * Commissions 2,546 2,157 18% Asset management, distribution and administration fees 3,273 2,733 20% Interest and dividends 11,484 9,515 21% Other 407 294 38% ------------ ------------ Total revenues 25,241 21,707 16% Interest expense 9,652 8,544 13% ------------ ------------ Net revenues 15,589 13,163 18% ------------ ------------ Compensation and benefits 7,394 6,154 20% Occupancy and equipment 569 522 9% Brok., clearing and exchange fees 692 605 14% Info processing and communications 708 689 3% Marketing and business development 391 339 15% Professional services 878 588 49% Other 952 896 6% ------------ ------------ Total non-interest expenses 11,584 9,793 18% ------------ ------------ Income from continuing operations before losses from unconsolidated investees, income taxes and dividends on preferred securities subject to mandatory redemption 4,005 3,370 19% Losses from unconsolidated investees 251 175 43% Dividends on preferred securities subject to mandatory redemption (2) 45 109 (59%) ------------ ------------ Income before taxes and discontinued operations $ 3,709 $ 3,086 20% ============ ============ Comp & benefits as a % of net rev. 47% 47% Non-comp exp. as a % of net rev. 27% 28% Pre-tax profit margin (3) 25% 25% -------------------------- (1) Includes the elimination of intersegment activity. (2) At February 29, 2004, preferred securities subject to mandatory redemption were reclassified to junior subordinated debt issued to capital trusts (a component of long-term debt) pursuant to the adoption of FIN 46. Dividends on junior subordinated debt issued to capital trusts are included in interest expense from February 29, 2004 forward. (3) Income before taxes and discontinued operations, excluding losses from unconsolidated investees, as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-14 ---------------------------------------------------------------------- MORGAN STANLEY Credit Services Income Statement Information (unaudited, dollars in millions) (Managed loan basis) Quarter Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 499 $ 523 (5%) Servicing - - -- Other (10) 19 * ------------ ------------ Total non-interest revenues 489 542 (10%) Interest revenue 1,422 1,576 (10%) Interest expense 337 391 (14%) ------------ ------------ Net interest income 1,085 1,185 (8%) Provision for consumer loan losses 677 893 (24%) ------------ ------------ Net credit income 408 292 40% ------------ ------------ Net revenues 897 834 8% ------------ ------------ Compensation and benefits 192 195 (2%) Occupancy and equipment 23 21 10% Info processing and communications 84 88 (5%) Marketing and business development 136 90 51% Professional services 66 65 2% Other 66 83 (20%) ------------ ------------ Total non-interest expenses 567 542 5% ------------ ------------ Income before taxes $ 330 $ 292 13% ============ ============ Comp & benefits as a % of net rev. 21% 23% Non-comp expenses as a % of net rev. 42% 42% Pre-tax profit margin (1) 37% 35% Number of employees 13,318 14,712 (9%) -------------------------- (1) Income before taxes as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Credit Services Income Statement Information (unaudited, dollars in millions) (Managed loan basis) Quarter Ended -------------------------- % Aug 31, 2004 May 31, 2004 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 499 $ 467 7% Servicing - - -- Other (10) 16 * ------------ ------------ Total non-interest revenues 489 483 1% Interest revenue 1,422 1,450 (2%) Interest expense 337 337 -- ------------ ------------ Net interest income 1,085 1,113 (3%) Provision for consumer loan losses 677 717 (6%) ------------ ------------ Net credit income 408 396 3% ------------ ------------ Net revenues 897 879 2% ------------ ------------ Compensation and benefits 192 198 (3%) Occupancy and equipment 23 21 10% Info processing and communications 84 86 (2%) Marketing and business development 136 126 8% Professional services 66 65 2% Other 66 85 (22%) ------------ ------------ Total non-interest expenses 567 581 (2%) ------------ ------------ Income before taxes $ 330 $ 298 11% ============ ============ Comp & benefits as a % of net rev. 21% 23% Non-comp expenses as a % of net rev. 42% 44% Pre-tax profit margin (1) 37% 34% Number of employees 13,318 13,522 (2%) -------------------------- (1) Income before taxes as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Credit Services Income Statement Information (unaudited, dollars in millions) (Managed loan basis) Nine Months Ended -------------------------- % Aug 31, 2004 Aug 31, 2003 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 1,485 $ 1,594 (7%) Servicing - - -- Other 41 108 (62%) ------------ ------------ Total non-interest revenues 1,526 1,702 (10%) Interest revenue 4,396 4,748 (7%) Interest expense 1,024 1,242 (18%) ------------ ------------ Net interest income 3,372 3,506 (4%) Provision for consumer loan losses 2,164 2,592 (17%) ------------ ------------ Net credit income 1,208 914 32% ------------ ------------ Net revenues 2,734 2,616 5% ------------ ------------ Compensation and benefits 588 609 (3%) Occupancy and equipment 65 60 8% Info processing and communications 256 256 -- Marketing and business development 405 372 9% Professional services 196 179 9% Other 231 256 (10%) ------------ ------------ Total non-interest expenses 1,741 1,732 1% ------------ ------------ Income before taxes $ 993 $ 884 12% ============ ============ Comp & benefits as a % of net rev. 22% 23% Non-comp expenses as a % of net rev. 42% 43% Pre-tax profit margin (1) 36% 34% -------------------------- (1) Income before taxes as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-15 ---------------------------------------------------------------------- MORGAN STANLEY The following pages (F-16 - F-18) present a reconciliation for certain information disclosed on pages F-7, F-13 and F-15. The data is presented on both a "managed" loan basis and as reported under generally accepted accounting principles ("owned" loan basis). Managed loan data assume that the Company's securitized loan receivables have not been sold and presents the results of securitized loan receivables in the same manner as the Company's owned loans. The Company operates its Credit Services business and analyzes its financial performance on a managed basis. Accordingly, underwriting and servicing standards are comparable for both owned and securitized loans. The Company believes that managed loan information is useful to investors because it provides information regarding the quality of loan origination and credit performance of the entire managed portfolio and allows investors to understand the related credit risks inherent in owned loans and retained interests in securitizations. In addition, investors often request information on a managed basis, which provides a more meaningful comparison to industry competitors. ---------------------------------------------------------------------- MORGAN STANLEY Financial Information and Statistical Data (1) (unaudited, dollars in millions) Quarter Ended Aug 31, 2004 --------------------------------------------------------- General Purpose Credit Card Loans: Delinquency Rate Net ------------ Period Interest Interest Charge- 30 90 End Avg Yield Spread offs Days Days -------- -------- -------- -------- -------- ----- ------ Owned $ 18,471 $ 17,787 10.45% 6.54% 5.36% 4.35% 2.01% Securitized 28,655 29,086 12.44% 10.15% 6.01% 5.10% 2.35% -------- -------- Managed $ 47,126 $ 46,873 11.69% 8.83% 5.76% 4.81% 2.22% ======== ======== Quarter Ended Aug 31, 2003 --------------------------------------------------------- General Purpose Credit Card Loans: Delinquency Rate Net ------------ Period Interest Interest Charge- 30 90 End Avg Yield Spread offs Days Days -------- -------- -------- -------- -------- ----- ----- Owned $ 18,106 $ 18,600 10.28% 6.05% 6.26% 5.28% 2.54% Securitized 31,859 32,063 12.91% 10.52% 7.26% 6.48% 3.12% -------- -------- Managed $ 49,965 $ 50,663 11.94% 8.91% 6.90% 6.05% 2.91% ======== ======== Quarter Ended May 31, 2004 --------------------------------------------------------- General Purpose Credit Card Loans: Delinquency Rate Net ------------ Period Interest Interest Charge- 30 90 End Avg Yield Spread offs Days Days -------- -------- -------- -------- -------- ----- ------ Owned $ 17,506 $ 16,202 9.93% 5.67% 6.02% 4.37% 2.15% Securitized 29,322 30,727 12.91% 10.77% 6.73% 5.18% 2.55% -------- -------- Managed $ 46,828 $ 46,929 11.88% 9.06% 6.48% 4.88% 2.40% ======== ======== -------------------------- (1) The tables provide a reconciliation of certain managed and owned basis statistical data (period-end and average loan balances, interest yield, interest spread, net charge-off rates, and 30- and 90-day delinquency rates) for the periods indicated. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-16 ---------------------------------------------------------------------- MORGAN STANLEY Financial Information and Statistical Data (1) (unaudited, dollars in millions) Nine Months Ended Aug 31, 2004 --------------------------------------------------------- General Purpose Credit Card Loans: Delinquency Rate Net ------------ Period Interest Interest Charge- 30 90 End Avg Yield Spread offs Days Days -------- -------- -------- -------- -------- ----- ------ Owned $ 18,471 $ 17,287 10.18% 6.11% 5.72% 4.35% 2.01% Securitized 28,655 30,198 12.92% 10.71% 6.45% 5.10% 2.35% -------- -------- Managed $ 47,126 $ 47,485 11.93% 9.09% 6.19% 4.81% 2.22% ======== ======== Nine Months Ended Aug 31, 2003 --------------------------------------------------------- General Purpose Credit Card Loans: Delinquency Rate Net ------------ Period Interest Interest Charge- 30 90 End Avg Yield Spread offs Days Days -------- -------- -------- -------- -------- ----- ------ Owned $ 18,106 $ 19,991 10.00% 5.64% 5.90% 5.28% 2.54% Securitized 31,859 31,546 13.10% 10.56% 6.91% 6.48% 3.12% -------- -------- Managed $ 49,965 $ 51,537 11.90% 8.69% 6.52% 6.05% 2.91% ======== ======== -------------------------- (1) The tables provide a reconciliation of certain managed and owned basis statistical data (period-end and average loan balances, interest yield, interest spread, net charge-off rates, and 30- and 90-day delinquency rates) for the periods indicated. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-17 ---------------------------------------------------------------------- MORGAN STANLEY Reconciliation of Managed Income Statement Data (1) (unaudited, dollars in millions) Quarter Ended Nine Months Ended --------------------------- -------------------- Aug 31, Aug 31, May 31, Aug 31, Aug 31, 2004 2003 2004 2004 2003 -------- -------- -------- ---------- --------- Merchant and cardmember fees: Owned $ 349 $ 340 $ 306 $ 992 $ 1,042 Securitization adj. 150 183 161 493 552 -------- -------- -------- ---------- --------- Managed $ 499 $ 523 $ 467 $ 1,485 $ 1,594 ======== ======== ======== ========== ========= Servicing fees: Owned $ 459 $ 462 $ 485 $ 1,516 $ 1,532 Securitization adj. (459) (462) (485) (1,516) (1,532) -------- -------- -------- ---------- --------- Managed $ - $ - $ - $ - $ - ======== ======== ======== ========== ========= Other: Owned $ (5) $ 18 $ 16 $ 16 $ 20 Securitization adj. (5) 1 - 25 88 -------- -------- -------- ---------- --------- Managed $ (10) $ 19 $ 16 $ 41 $ 108 ======== ======== ======== ========== ========= Interest revenue: Owned $ 496 $ 515 $ 435 $ 1,411 $ 1,604 Securitization adj. 926 1,061 1,015 2,985 3,144 -------- -------- -------- ---------- --------- Managed $1,422 $1,576 $1,450 $ 4,396 $ 4,748 ======== ======== ======== ========== ========= Interest expense: Owned $ 162 $ 191 $ 163 $ 499 $ 627 Securitization adj. 175 200 174 525 615 -------- -------- -------- ---------- --------- Managed $ 337 $ 391 $ 337 $ 1,024 $ 1,242 ======== ======== ======== ========== ========= Provision for consumer loan losses: Owned $ 240 $ 310 $ 200 $ 702 $ 955 Securitization adj. 437 583 517 1,462 1,637 -------- -------- -------- ---------- --------- Managed $ 677 $ 893 $ 717 $ 2,164 $ 2,592 ======== ======== ======== ========== ========= -------------------------- (1) The tables provide a reconciliation of certain managed and owned basis income statement data (merchant and cardmember fees, servicing fees, other revenue, interest revenue, interest expense and provision for consumer loan losses) for the periods indicated. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-18 ---------------------------------------------------------------------- MORGAN STANLEY The following page (F-19) presents a reconciliation of adjusted assets. Balance sheet leverage ratios are one indicator of capital adequacy when viewed in the context of a company's overall liquidity and capital policies. The Company views the adjusted leverage ratio as a more relevant measure of financial risk when comparing financial services firms and evaluating leverage trends. Adjusted assets exclude certain self-funded assets considered to have minimal market, credit and/or liquidity risk that are generally attributable to matched book and securities lending businesses as measured by aggregate resale agreements and securities borrowed less non- derivative short positions. In addition, the adjusted leverage ratio reflects the deduction from shareholders' equity of the amount of equity used to support goodwill and intangible assets, as the Company does not view this amount of equity as available to support its risk capital needs. ---------------------------------------------------------------------- MORGAN STANLEY Reconciliation of Adjusted Assets (unaudited, dollars in millions, except ratios) Quarter Ended ------------------------------------- Aug 31, Aug 31, May 31, 2004 2003 2004 ----------- ----------- ----------- Total assets $ 745,033 $ 580,632 $ 729,501 Less: Securities purchased under agreements to resell (92,816) (74,271) (96,042) Securities borrowed (202,863) (162,366) (202,412) Add: Financial instruments sold, not yet purchased 132,618 112,054 130,440 Less: Derivative contracts sold, not yet purchased (39,425) (36,008) (41,615) ----------- ----------- ----------- Subtotal 542,547 420,041 519,872 Less: Segregated customer cash and securities balances (35,194) (25,670) (29,918) Assets recorded under certain provisions of SFAS No. 140 and FIN 46 (40,057) (28,920) (40,279) Goodwill and intangible assets (2,191) (1,466) (1,531) ----------- ----------- ----------- Adjusted assets $ 465,105 $ 363,985 $ 448,144 =========== =========== =========== Shareholders' equity $ 27,420 $ 23,707 $ 27,002 Junior subordinated debt issued to capital trusts (1) 2,897 2,810 2,897 ----------- ----------- ----------- Subtotal 30,317 26,517 29,899 Less: Goodwill and intangible assets (2,191) (1,466) (1,531) ----------- ----------- ----------- Tangible shareholders' equity $ 28,126 $ 25,051 $ 28,368 =========== =========== =========== Leverage ratio (2) 26.5x 23.2x 25.7x =========== =========== =========== Adjusted leverage ratio (3) 16.5x 14.5x 15.8x =========== =========== =========== ---------------------------------------------------------------------- (1) The Company views the junior subordinated debt issued to capital trusts as a component of its equity capital base given the inherent characteristics of the securities. These characteristics include the long dated nature (final maturity at issuance of thirty years extendable at the Company's option by a further nineteen years), the Company's ability to defer coupon interest for up to 20 consecutive quarters, and the subordinated nature of the obligations in the capital structure. The Company also receives rating agency equity credit for these securities. (2) Leverage ratio equals total assets divided by tangible shareholders' equity. (3) Adjusted leverage ratio equals adjusted total assets divided by tangible shareholders' equity. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-19 CONTACT: Morgan Stanley Investor Relations: William Pike, 212-761-0008 Media Relations: Raymond O'Rourke, 212-761-4262